> Total Changeling Domination
>  by Very Sleepy
> --------------------------------------------------------------------------

> A New Player Joins The Game
> --------------------------------------------------------------------------

	“Yes... yes!!! Harder!” An unmistakably clear feminine voice rang throughout the room almost instantly followed by the sound of quickened body on body contact. From the perspective of one listening in, it was quite clear there was a cock somewhere being pistoned in and out of a very wet and satisfied pussy. “Ahhhhh, fuck, juuuussst like that, don’t let up!” The obscene moaning words escaped from the mouth of none other than Amira, one known by many as princess to the Saddle Arabian kingdom. By the looks of which the mare was in good hands as she was currently lying on her side draped over a rather well-furnished bed as she received a thorough pounding from a stallion lying in a similar fashion behind her. Two more muscular stallions stood above her, softly stroking their members as they watched the perverted scene of the princess being debased in front of them.

“OOOoooo… so much better than my husband!” She cooed. An erect cock moved in place in front of her mouth and pushed against her lips, but Amira annoyingly batted it away. Someone was getting a little too caught up in the moment, they had a plan to see to after all.

“Yeah-take it you fucking slut!” The stallion groaned as he delivered a particularly powerful set of thrusts coupled with an echoing slap to her rear. His pace only increased as he neared his breaking point, much to the princess’s delight. “Always so composed and collected in public… how many of your subjects would guess you’re just another horny bitch begging to be bred!” He shouted, emphasized as he rammed his throbbing cock as far as it could get into the royal mare’s quivering cunt before firing out a thick stream of white frothy cum. The princess squealing in orgasmic pleasure as her womb was quickly filled beyond capacity by the stallion’s virile baby batter. Her velvety walls not letting up in the slightest as they clamped down on the pulsating cock and milked its veiny surface for every last drop of precious semen it had.

“Amazingly ironic this is coming from the princess who stands so publically against the changelings…” One of the stallions standing above commented as the sound of a flash illuminated the bed, capturing a photo of the fresh sight containing the royal Saddle Arabian princess, conquered and bred by a mere commoner’s cock. The stallion pulled out of her abused cunt with a satisfied *pop*, the princess rolling over onto her back, chest panting in exhaustion as she took a moment to recover. Her legs were pushed apart by a pony, soon followed by another flash as the camera captured a photo of the thick white cum flowing from her slit.

“I’m not against the changelings, boys, I just have my own agenda...” Amira cooed as she crawled on all fours from the bed and onto the floor. The three stallions took their positions around her as she fell back onto her knees. “The changelings want to welcome us all in… protect and love us so we may live in peace and prosperity. If Prince Haakim had his way, he’d let them do just that. I on the other hand see a much more opportune moment for profit.” Amira went on as she lovingly grasped the cocks on other side of her, softly stroking them off as she talked. “This whole move to secede from the mainland in fear of the pro-changeling movement? It was all a ruse… and it worked perfectly to separate our mare population from their lovers. Now they are in, heh, my protection.” Amira grinned devilishly as she quickened the pace of her strokes. There wasn’t normally this much talking during sex… she had to be short and precise with her lines.

“So you just wanted all the mares in your kingdom alone and vulnerable?”

“That’s right… the fabricated seeds of fear have been sown. All the citizens who fled with me trust me with their lives. Now I just have to take advantage of that fact as I secretly round them up, package them away in crates, and ship them off as sex slaves… or exotic foreign exports, as my buyers know them as. I already have a few dozen clients lined up with yaks, dragons, even a few griffons… anyone with gold really.”

“Oh man, I have to get in on that,”

“It won’t be hard, boys,” Amira giggled as she pumped the stallion’s cocks ever closer to their release. “With so many of them it’s not like they’ll be priced high. Just imagine your very own personal and innocent slave just waiting to be trained into submission… whether they like it or not.”

“Oh fuck!” That did the trick as a stallion grunted, firing off his load onto the devilishly grinning princess’s chest, coating the proudly hanging orbs with a thick coating of his sperm. His partner wasn’t far behind him, Amira aiming his cock’s payload toward her open mouth. The stallion above grinning from ear to ear as his seed drenched the mare’s lips, face, and tongue. Amira cracked open a cum covered eye to ensure the stallion’s cock was thoroughly pumped clean before licking her lips, leaning her head back, and swallowing her creamy gift down with an audible gulp. Amira beamed naughtily at her lovers. Their cum still staining her face and now flowing down between the valley of her glorious breasts.

“Amazing as always, Amira.” A stallion panted. As his comrades started to get dressed he aimed the camera at the beautiful mare once more, snapping yet another picture of the thoroughly cum-soaked and cheerfully naked princess.

Amira was happy to throw a quick pose for the camera but warned, “I better not see any of these pictures popping up in the papers…”

“You won’t have to worry about that…” The sound of a hefty gold filled coin purse hit the floor, only to be promptly picked up by the mare.

“Same time next week then, boys,” She called after them as they made their way out of the room.

“Don’t count on it…” The sound of the stallion’s receding footsteps was heard as the princess continued to sit still on her knees, waiting.

She waited… waited… and continued to wait…

“Are we good?” Princess Amira finally asked, breaking the long silence.

“Yeah… I think that’s a wrap,” Shining Armor exclaimed, having clicked off the audio recording function on the magical device next to him.

“Finally!” Princess Amira exclaimed, in a rather exhausted tone. A bright green circle of emerald fire erupted around the circumference of the Saddle Arabian princess, only to fade and reveal the bustier, taller, darker, Queen Chrysalis herself. Followed up by the stallions who had just recently finished fucking the fake princess walking back into the room, undoing their transformations to reveal them as not Saddle Arabian citizens, but simply changeling drones.

“Three takes!” Chrysalis shot at the drones in a tone not even attempting to sound anything less than annoyed. “It took you all three tries before you finally managed to finish the oral scene without sullying your simple lines! For goodness sake, you don’t need an excuse to have another lay with me, you can just ask! There’s no point in wasting all of our time!” The drones sheepishly scratched their heads and averted their gazes, caught red handed.

“No need to fly off the hinges, Chrysalis,” Shining Armor said with a loving pat on the top of the changeling queen’s head. “What really matters is that we were able to get it done.” The changeling could only pout to herself, crossing her arms on her chest as she magically levitated the remaining cum off her body and into her mouth to calm her nerves.

“Yes master…” She grumbled after swallowing.

“Now then, Haakim,” Shining Armor announced, turning to the real Saddle Arabian Prince. The stallion was still rather… disturbed by the entire scene. Not quite accustomed to seeing someone who looked exactly like his wife having such debasing sex in front of him with multiple male lovers. It was arousing yet rather confusing. “I hope you are satisfied?”

“Y-yes…I think that… that will……do-ddid she really need to say how much better they were than me?” Haakim asked Chrysalis, who grinned mischievously as she rose to her feet and strode over to him. “I mean… i-if this is something my subjects are going to hear, you can understand how it doesn’t quite cast me in the best light.”

“Well of course,” Chrysalis smiled. “We had to make the scene convincing after all. To sell the fact that the princess has been sneaking behind your back and laying with lovers in her chambers to relieve her of her pent-up sexual frustrations. Of course one would realistically be expecting certain… shortcomings in bed as possible causes for that. It’s nothing personal, stallion. I’m completely sure you have thoroughly satisfied your wife in the bedroom prior to Princess Amira’s departure.” Chrysalis said the last part with a slight roll of her eyes.

Prince Haakim sighed to himself, seeing he had little choice in the matter… as always. Under more ideal circumstances, he wouldn’t be in Canterlot and striking a deal with Shining Armor and the changelings for his kingdom, but the situation in Saddle Arabia had forced him into desperation.

Ever since the historic integration of changeling and pony society in Equestria the citizens of Saddle Arabia had been rather on edge. Multiple reports had stated their entire neighboring region had been transformed into a peaceful male-dominated society. Equestria’s women were stripped of all clothing, save for a changeling-enchanted pet collar around their necks, and were paraded around in public on leashes. Public sex of the most perverted fashion was now performed commonly and easily considered acceptable in public, even encouraged in some locations. What would have once induced shame now only brought pride and joy as ponies reveled in the game of attracting onlookers to their practiced mating skills. Even stranger to Haakim was the fact that the many mares in Equestria actually seemed to enjoy the complete overhaul their society had taken. Relishing the constant flow of love, pleasure, and ecstasy they received from lowering themselves to sexual slave status. The prince himself didn’t want to and couldn’t believe a single word of it… until now being able to personally confirm all of this was true and more… much much more. His fears may have been confirmed, but what came next for his kingdom he could only give the changelings partial blame.

Naturally, it wasn’t long before the rumors were confirmed and spread like wildfire within Saddle Arabia. The ponies of his kingdom didn’t quite share the same mindset as Equestria. Well… not yet, as the changelings would put it. Some feared with Equestria on the changeling’s side, they would soon look to expanding their sexual empire with Saddle Arabia being a prime pony-filled target just waiting to be freed of their primitive and dull lifestyle. And they were exactly right…

Some of Haakim’s male advisors suggested they welcome the changelings in as liberators rather than conquerors seeing as the power they had amassed from Equestrian love made them nigh unbeatable. No force they could produce would even stand a chance at defeating the mythical creatures… With Equestria as their power source, surely the remaining kingdoms would fall one by one like dominos... so why not at least earn some goodwill rather than fight a losing battle?

Princess Amira, and many of her female correspondents had disagreed… rather angrily, citing the suggestion as nothing more than a cowardly act of surrender. Whatever compromise there could have been between the two sides never came to be. The discussion was not carried on long, as the princess had her own plans of dealing with the threat. She remained rather unusually adamant over her stance, seemingly having had it in the works for some time. She announced to the Saddle Arabian kingdom that she would be taking every mare, and a small number of trusted stallions who sought protection into her own territory, and seceding from the mainland without them. The majority of Haakim’s female subjects had fled with their princess, fearing an eventual changeling threat, many of which were already facing increased sexual advances from over-eager stallions seeking an early start to the new rules.

Even if the princess had her own noble reasons for splitting the kingdom, it was still high treason in Haakim’s eyes. The move itself, while near successful at segregating the two genders of ponies, had thrown the kingdom into even more chaos and panic… Hence the prince’s current visit to Canterlot in a desperate plea for help.

And feigning a secretly recorded session of cheating sex was what the queen came up with… figures.

“I can see how this could discredit my wife’s subjects from her and drive them back into my lands… but I fear her reputation would only be forever tarnished by this,” Haakim started, eyeing the photographs the changeling drones had taken as they prepared them along with the audio recording. The mare in the picture wasn’t technically his wife, but it did look exactly like her to complete pinpoint accuracy. The changeling queen had even managed to recreate the exact number of hairs in her head, breast size and body shape were child’s play in comparison. If these photos were released every one of his subjects would know what his wife looked like in the nude… and drenched in cum. No small fantasy of his people as far as the prince was concerned. Haakim knew it would be wise to at least think in the long-term for the wellbeing of his wife, but deep down a part of him believed he was just doing this to convince himself he was less eager for this plan than he should be.

“Mmmm, not forever… that is the beauty of it,” Chrysalis purred. “Her reputation will be destroyed… for a time at least. Once my drones are able to thoroughly educate you Saddle Arabian ponies into properly behaving… well, this naughty princess will only be seen as a glorious mare ahead of her time. You see, newly converted mares often feel a pang of, how to put this... ‘regret’. Regret over the fact they had spent so much of their time running and hiding from such a pleasurable existence they never even thought possible. Heh, this slutty Princess Amira will only be seen as a mare who was trying to expedite them to sex slave status. Oh, if only they had listened!”

“Yes… about that…” Haakim started more nervously than ever before with his previous talks with the queen. “I don’t suppose, Queen Chrysalis, that you would possibly ever consider… leaving Saddle Arabia out of your plans for conquest? I-Isn’t Equestria enough to sate your lust?” But the words hadn’t even fully left his mouth before the prince knew it was a mistake to ask. The queen’s once naughty demeanor instantly vanished… to be replaced by a furious glare. Haakim took a panicked step back as Chrysalis took a threatening step forward. Whatever was about to happen next was only prevented by Shining Armor placing a calming hand on the changeling’s bare shoulder.

“Deep breaths, Chryssi,” Shining said reassuringly, giving her shoulder a loving rub.

The naked changeling queen paused, taking a great deal of effort to restrain herself. She withdrew from the Saddle Arabian prince with an averted gaze, as she inhaled a long breath. Haakim watched, still slightly shaking as the changeling’s bare breasts rose and fell with her lungs.

“You are right… I’m sorry, master,” Chrysalis said calmly meeting Shining Armor’s approving nod. “To answer your question,” she went on, turning back to face the prince. “No… we will not consider sparing your pathetic kingdom from our influence, Haakim. To us changelings, our wish to see women treated properly goes beyond simple desires of any other creature… it is an essential need for us. Imagine an ever constant and present nagging voice in the back of your head, always pushing you to fix that which is wrong in the world… And it will never be sated until it gets its wish… I suggest you learn to cope with the changes you will eventually face in your life. Even foals know how to do that.”

Haakim sighed again, realizing he had as little choice in the matter as always.

“But…” Chrysalis added, throwing Shining another glance. “In the interests of peace, I have been made aware that perhaps there are more… diplomatic approaches to ensuring our goals, compared to our previous methods that is.” Haakim seemed slightly calmed by the changeling’s words, earning a smile from Shining. “You may remain in charge of your own people but they will be moved to Equestria and taught to abide by Equestrian laws and changeling customs. Believe it or not, Prince Haakim, we are the force for good here…” The prince swallowed hard and shook, “and as of now you are not.”

With a flash of green light, the changeling drones in the room vanished with the falsified evidence of princess Amira, ready to disguise, infiltrate, and destabilize the seceded region of Saddle Arabian, a personal specialty of theirs. The prince watched as they left for their mission. Even if he was willing to ask for it, there was no backing out of Chrysalis’s plan now.

“Best hurry back,” Chrysalis warned. “Your new kingdom awaits…” The changeling watched with a satisfied nod as the prince hurried from the room and to his chariot outside of the Canterlot Castle.

Shining Armor and Chrysalis watched from the window above down onto the Canterlot streets below as the Saddle Arabian prince departed. No sooner was their business conclude did the Canterlot castle maids enter to clean up the mess the pack of pony disguised changelings had made to the bed.

“Well, considering your track record, Chrysalis, I’d say that didn’t go over half bad.” Shining Armor beamed, softly rubbing his pet changeling on the back. “Cadence will be happy to know she was right.”

“Mmmmm, yes,” Chrysalis mused, partly lost in her own train of thought. “However, I am still left wondering. There’s just not much fire in his heart… Not as much as I would expect that a prince of his stature to have, that is. I worry for his wife’s wellbeing once he gets her back into his bed.”

“Maybe I’m just setting the bar a bit too high,” Shining winked with a chuckle.

“Perhaps you are,” The queen said, with a small hint of a smile. Whatever joy happened to be there, however, soon vanished as she turned back to her master. “I am assuming, with my task completed the inhibitor ring will resume its place on my horn?” She asked, quite obviously the queen wasn’t looking forward to losing her magic again. She knelt lower so that her master could easier lock the magical preventive ring around her jagged horn.

“Actually, Chrysalis, I’ve been thinking…” Shining started, the female changeling instantly perked up. “I think you’ve earned another chance at your magic. Your behavior has improved a good deal and, what with all the Saddle Arabian ponies we’re about to import, it would be rather cruel for me to prevent you from feeling all their love.” It was true, Chrysalis had been improving ever since she had come into Shining Armor’s ownership. Like many mares whom she had ironically played a part in abducting, Chrysalis had been tricked into enslaving herself. A sex slave collar had been permanently locked around her neck in addition to being impregnated by a group of stallions. Not an extremely favorable memory she enjoyed reminiscing of to say the least. Even worse, her predicament from there did not improve as her dream of a complete and total dictatorship over Equestria with her alone on the throne died completely. Instead of ruling her sex-driven kingdom with an iron fist, she was instead one of the few prize women of the men in charge. Passed around from stallion to stallion, taught and trained to obey any command given to her, and pumped full of stallion and changeling spunk in every hole her body had on a daily schedule. And as much as the old Chrysalis would have hated to admit it, she was actually starting to enjoy it. No longer concerned with fighting it… now she was just realizing the benefits of accepting it.

“Thank you master!” Chrysalis cooed, wrapping her arms around the stallion in a tight embrace. A dozen small affectionate perks were planted on the prince’s cheeks conveying the queen’s utter gratitude.

“Alright, alright,” Shining Armor chuckled to himself as his slave released him from her grasp. “Don’t think you’re completely off the hook though. I don’t want to read any reports about oddly vanishing stallions.”

“I wouldn’t dare dream of it, master,” Chrysalis said with another kiss.

“Good, now get out of here,” Shining grinned, planting a light spank on the queen’s bare rump in the direction of the door. “King Thorax and I need to meet with the rest of the council to discuss the logistics of Saddle Arabians impeding mass immigration… and you’ll be thoroughly paying me and Cadence back for this later tonight!” He called after her.

Relieved as though a huge burden had been lifted from her very shoulders, Chrysalis grinned a joyful smile to herself as she strode down the walkways of the Canterlot Castle bordering the gardens. Even now the structure never looked as magnificent as it always had. Not just the castle but the entire city had been repaired from its previous degraded state after months of absence of its residents. Now, the freshly cleaned and furnished streets were better than ever, filled with life once again. As for the perimeter around Canterlot Castle, there weren’t as many royal guards anymore, what with changelings and their newfound strength providing the majority of Equestria’s security now. Most of the royal guards were happy to leave their uneventful and dull posts of glorified ceiling tile counters, but a few remained behind to keep up the tradition… with a few added distractions to their daily routine in pure the interest of moral that is. Chrysalis smiled to herself as she strolled by a purple-colored mare. A sex slave collar wrapped comfortably around her neck accompanied by an attached leash that lead down and up, laced into a stallion’s tightly gripping hand. The only thing the royal guard seemed to be watching was the top of the mare’s head as she softly bobbed it back and forth along his exposed stallionhood. The lovely scene got Chrysalis thinking…

Logistics, finances, dreadfully long meetings, court hearings… The more Chrysalis thought about it, the more she came to realize that she may have actually dodged a magical bullet by not becoming Equestria’s tyrannical dictator. Now, she still had the same amount of sex she would have expected if she were in charge, and with no responsibilities or mundane duties attached. It was a peaceful and beautiful stress-free life. A change she all too welcomed from her previous position. Speaking of which…

“Mmmmm, if it isn’t my two favorite slut sisters in all of Equestria,” Chrysalis exclaimed joyfully as none other than Celestia and Luna strut up to meet the changeling queen. Much like her, the two solar sisters stood tall, bodies completely devoid of any clothing whatsoever. Their warmth and beauty radiating proudly on a full open display to any onlookers as a testament to the full potential female form. Two of Chrysalis’s most prized and beloved conquests back when she was still in charge… But that was in the past. Now there were all sisters in enslavement and couldn’t be happier.

“Chrysalis!” Luna exclaimed happily. The younger of the two pouncing on the dark women in a tight hug, breasts pressing tightly into each other as Luna threatened to hug the air straight from the changeling’s lungs. Chrysalis did not mind a single bit, always having been one to bask in affection.

“It’s wonderful to see you again, Moonbutt. I see you are back from your tour of perversion already?” Chrysalis asked with a warm tone.

“On hold, for now,” Celestia sighed, but making it quite clear she was also happy to see her previous owner again. “Our master has recalled us back to Canterlot in light of everything that is about to happen. We don’t mind if it goes on hold for the time being, seeing as Luna and I would most certainly prefer having a front row seat to current events once more.” Celestia sighed again. “I suppose there is that one aspect of ruling we long for again.”

“Speaking of such, we saw Prince Haakim running by in a hurry. Did not even stop for a moment to grace us with a simple greeting. Which is odd considering our past diplomatic relationships with him.” Luna added. “So… we take it as a sign that means it’s true?”

“Indeed,” Chrysalis grinned. “Saddle Arabia is next. An easy target if there ever was one. It won’t be nearly as difficult as Equestria was.”

“We were quite stubborn,” Celestia said with a warm chuckle, thinking back to the long and arduous conflict her and her subjects had waged against the changelings… but she was not a mare so proud of herself she didn’t know when to admit she was wrong. “With the changelings’ refined techniques and power, I’m sure a smaller nation such as Saddle Arabian will be foal’s play in comparison to Equestria.”

“So many more curvaceous mares to indulge ourselves in… So many new cocks to learn and polish!” Luna hummed to herself as she pictured the heavenly scene. “We can hardly wait for the festivities to begin...”

“And I do so appreciate the stallions of this land for understanding our need to expand our influence.” Chrysalis added. “They can be so understanding sometimes.”

“It’s a quest for unity and love. No one in the right mind would argue that a little more of that in the world wouldn’t be a wonderful thing…”





“T-t-t-t-that i-isn’t me!!” Princess Amira cried out, utterly baffled by the overwhelming plethora of erotic evidence lined out before her on her desk. Photos from every angle of her unmistakable naked and exposed body, as much as she wanted to deny it, it was all there in front of her. A clear picture for every angle showing every detail, nook, and curve her form had to offer. Most of which involved a generous coating of cum, all from the pictured stallions, none of which were from the actual stallion she married.

To make matters even worse, Amira knew these were just copies. The originals were being spread like the plague throughout her settlement by forces unknown. The matter of whoever was doing this would have to wait for later, for now she had to manage the backlash.

“Don’t lie, princess!” Lilith Dawn, one of her most trusted advisors, shouted angrily. “That’s clearly you! Do you honestly think we’re blind!?”

“P-Please… Lilith, you have to believe me!” Amira pleaded. “I never slept with those men! All this evidence… that recording of my voice… it’s all doctored!”

“Hmph!” Lilith grunted, crossing her arms across her chest, almost completely certain of her princess’s treachery.

“It has to be the changelings… they could have easily transformed and faked this evidence! They must be behind this!”

“That sure is convenient that the first changeling drone ever was willing to transform into a mare and get fucked like one, which they’ve never done before… Whatever, even if it is all fake it doesn’t seem like it’ll matter,” Lilith spat, looking out of the window of their office to the settlement below. The other female member of Princess Amira’s cabinet joining her, also seemingly feeling slightly betrayed and angry at the moment. The same feelings were obviously present in the Saddle Arabian ponies below, as seen from their tower.

The desert heat bore down on the sand-filled walkways and markets, but the temperature and gale winds the ponies of this land had come to know was the last thing on their minds at the moment. Panic and fear was spreading through the streets as the incriminating evidence was passed around like the plague. Mares quickly rushing into their homes and grabbing whatever belongings they could manage. Like many others they were out of options. All they could do now was abandon Princess Amira’s protection and beg for Prince Haakim’s forgiveness. None of them seemingly willing to give their once trusted princess the benefit of the doubt that the photographs and recordings were all phony. Everything about this had all been one giant mistake.

“Why would you want to sell us, princess?” Amber Gaze, one of her other advisors asked innocently. The cute average height ivory colored mare clenching her hands together as she shook. “And why for cheap… do you really not see us as women of value?” As always she was asking the important questions of the matter.

“D-don’t be ridiculous! How would I even manage to sell you all into slavery? Who among us would even stoop so low as to betray all of us just to make some easy gold?” The princess retorted, growing increasingly nervous by the moment. “And why would I even be blurting my plans out to some random stallions!?”

“I’ve heard enough of this! Guards!” Lilith exclaimed. Two of the stallions most trusted enough to be included with them stepped forward dutifully with a huff. “Hold this traitorous princess in confinement on the grounds of high treason to her people! At least until we can sort this all out.”

“Yes, ma'am!” The stallions exclaimed in unison before marching forward. The arm of one reached forward, not for the princess, but the neckline of Lilith’s robes. With a powerful flex of his muscles, he tore them off the stunned mare, ripping them clean off her body.

The entire room fell into stone cold shocked silence as the sound of ripping fabric rang out.

“W-What the heck are you doing?!?” Amber Gaze exclaimed in complete confusion as Lilith’s priceless Saddle Arabian robes, made from the finest silks, was reduced to a messy pile of scraps. Lilith herself stood there in her exposed bra and panties, still too stunned to utter a single word. Princess Amira looked onward, confused, but thankful the attention was being drawn off of her for the time being.

“What the heck?” The stallion guard muttered, staring at his hand as if the limb had just acted of its own free will. “A thousand pardons, Secretary Lilith, I-I… I don’t know what just came over me!” He said as roughly landed a sharp spank on the mare’s exposed bottom. Lilith let out a light yelp as the stallion immediately followed up by pulling and snapping the flimsy underwear from her legs, leaving her lower half now completely exposed. Now the mare was allowed to collect her thoughts as she angrily turned to the stallion guard assaulting and stripping her.

“Fucking hell… another traitor in our midst!? I should have known a stallion of all things could not be trusted,” Lilith spat angrily, unhooking her bra and tossing it to the side. Her respectable melons bouncing free for all eyes to see. “You’re all the same… Just waiting for our backs to be turned before pouncing on us like helpless animals!”

“I-I don’t think he… are you feeling alright, ma'am?” The other guard asked as he worked on removing his armor. He fished his cock out, it just happening to be rock hard in a confused erection from the sight of the completely nude mare.

“I’d wager you’re in cahoots with this dirt bag as well, aren’t you?!” Lilith accused, dropping to her knees and scooting over to the undressing stallion guards. “Criminal scum,” She spat, as she began sensually stroking the duel members of the supposed enemies of the state before her with her soft hands. “I’ll see you both rot-” She began, interrupted as she took one of the cocks into the warm and wet confines of her mouth, “-for the rest of your-” She switched the other stallion, “-days….oh…mmmmm.” The anger the mare seemed to hold faded away as she began to suck in earnest. The two stallion guards above grinning lustfully as they were serviced.

“W-What is happening?!?” Amber Gaze exclaimed in even more panic than before, slowly stepping backwards towards the window from the spontaneous perverted scene. “Lilith ordered them to arrest the princess… in what universe does that lead to her giving them blowjobs for no reason?!”

Princess Amira, on the other hand, continued to sit at her desk. Oddly enough seemingly more entranced by the entire scene than horrified by it.

“G-Get ahold of yourself Lilith! Please!! Before somepony sees this!” But something out of the corner of Amber Gaze’s eye caught her attention, and with much effort, she managed to momentarily break her gaze off her young colleague to view the settlement streets below.

A vast pink sphere was seen now, large enough so that it encased the entire settlement in its protection. The first step of necessary protection in the event of a… changeling attack. But a quick view of the clouds and area outside the settlement revealed no such threat.

“Mmmmm,” Lilith cooed naughtily as she rapidly pumped away at the two slick cocks in her grasp, a complete reversal to her normally uptight self. She winked seductively as she skillfully held the disappointed stallions off from the brink of release. “Don’t cum just yet you studs… Just wait until you’re balls deep in my cunt before you let that delicious cum fill me up.”

Amber Gaze did her best to ignore her counterpart as she continued to stare out the window, scouting the settlement below. No alarms or bells were ringing, not as they should be in practiced changeling procedure. The mare took another closer look at the edge of the pink magical dome encasing the settlement.

“Oh my gods…” Amber gasped from what she saw. Mares were standing on the walls of the magical sphere, banging at the pink energy in an effort to break through it. All of which was in vain. “That spell isn’t trying to keep anything out…. Someone is trying to keep us all in!”

A finger lightly tapped her on the shoulder. Amber Gaze spun around.

“Boo!” said a dark, feminine, and wicked-sounding voice in a rather naughtily playful tone. Whoever or whatever it was, didn’t allow the mare ample time to get a good look at it as the figure dispersed into waves of pink energy. The bright pinkish magic flowing around in circle and waves before shooting towards and into Amber’s ears and open mouth.

“S-Something just flew in me!” Amber Gaze exclaimed in a panic, hands shooting to and feeling her head as if they were searching for something off. The mare stumbled and spun around in a daze away from the window, all while Princess Amira looked on with a quizzical and slightly curious expression. Soon after Amber came to a sudden halt, standing completely still. The pink energy came flowing out of the mare’s skull soon after, forming before her to reveal the shape of a figure…

It was a female changeling. Its skin as black as night, its eyes and hair glowed with strong pinkish hue… not like the green and blue of the only other female changeling they thought existed, being Chrysalis. This one was different somehow.

The changeling materialized back into her naked form before Amber, not a single stitch of clothing or hint of shame on her body as she licked her lips in utter delight.

“Absolutely delicious! Wonderful just…. wonderful! Fantasies abound with perversion as promised!” She purred as if in pleasure. Strolling up and embracing the hips of the frozen ivory-colored mare with one arm as she gently cradled Amber’s chin with the other. “This little mare dreams of being a tied to a bed… whipped, teased, and…. Oooo… impregnated by a stallion she never even sees!” The changeling’s gaze shifted over onto Lilith, the other mare now on her hands and knees being happily spit roasted between two strong cocks. “And that little mare dreams of being railed six ways to Sunday by a wide assortment of lovers… and what’s this? She prefers they all finish inside? It certainly would leave less of a mess on this beautiful carpet. I think that I can arrange that…” The female changeling’s horn glowed softly for a brief moment, the two stallions in the room nodding dully in response.

The changeling shot her attention back to Amber as she withdrew, the other mare mirroring her exact movement in her trance-like state. She tested her own breasts, notably larger than the pony’s, and noted as the mare did the same.

“Tsk, tsk. Shame on you girls for looking down on your princess like that! A mare having enough of a spine to experience her darkest fantasies should be celebrated, not shunned! That type of backwards thinking belongs in nowhere but the past. Not like any of that is quite so dark and depraved either… I’d expect more from virgins. And as for plotting to sell all you girls into sexual slavery… well… I think we can all agree that would have been best. I mean, honestly, girls, an all-female settlement? There’s no way you would be getting the recommended quota of cock with stupidity like that! Ugh!”

She stepped closer to Amber, unbuttoning invisible clothing causing the mare to unbutton her actual garments. “Would you like that dear, hmmmm?” The changeling asked with a tilted head. “Do you want to be sold and domesticated? Made to sleep in a cage? To be used as a sex toy and cum dump for the rest of your days while we feast on your love? What do you say?”

“Mmmmm hmmmmm….” The mare droned as she slowly nodded her head.

“Oh! So weak willed! I love it!!!” The changeling squealed. With a strong flash of magic, the strange women blasted the mare, bathing her in pink magical energy. The remainder of her clothing evaporated in black ash, falling from her now naked body. She playfully pressed her breasts up against Amber’s bare melons as she leaned in and softly whispered, “call me Vixen, dear… You and I are going to be very well acquainted over the next few weeks while we teach you Saddle Arabian ponies your proper place.”

Amber Gaze only continued to nod dumbly, which Vixen slightly frowned upon seeing. The glow of her horn receded as the spell holding the mare faded. Amber quickly caught herself as she returned to a normal state, hands flying to her privates in an effort to conceal them.

“W-What do you w-” Amber began before being interrupted with a single finger placed over her lips.

“Now now… a good pet only speaks when spoken to. A gooood pet is only seen, not heard.” Vixen cooed, removing her index finger from the mare’s lips. Amber remained silent. “Mmmmm, good. I knew you ponies were fast learners. Now… on your knees, my little pony,” Vixen said gently placing two hands on the mare’s shoulders and softly pushing her down to the floor, offering encouraging words all the way. “There we go… that’s a good girl!” Amber Gaze assumed the humiliating position, no longer fully concerned with covering her exposed body. “Wonderful! Now, my sexy little pet, you may ask one question as your reward.”

The mare was still hesitant to speak, but she managed to muster up the courage, “W-what is it you want from us?” Amber asked, staring up into the lustful female changeling’s eyes above her.

“That’s Mistress Vixen to you, mare,” The changeling chided, patting the head of the pony. “And as for our demands… We just want full rights to your bodies and minds. That’s all, nothing too crazy.”

“AAAAAH YES!” Lilith was heard screaming in ecstasy as her walls clamped down on the pulsating cock lodged deep within her just as it expelled copious amounts of virile semen into the depths of her womb. “Fill me up!! Fucking knock up this naughty slut! Mark me as your own!!”

Amber didn’t even want to look over at her mind controlled colleague as her insides were painted with the stallion’s thick cum. But, judging from the sounds, it didn’t seem like they were anywhere near done yet. The mare released a soft whimper of fear as the true gravity of the situation settled in. They were all at the changeling’s complete mercy… just as they feared all along. Nothing had changed.

“Awwwww, don’t do that little mare,” Vixen reassured as she softly petted the mare’s hair. “This is a good day for you… Probably the best day in your life! You just don’t quite know it yet… OH! Amira! Heheh, you’re still here?” The changeling called out, turning to face the Princess, her ever-present grin growing even wider. “Boss is waiting for you in your chambers. I wouldn’t keep her waiting any longer if I were you… But I understand how enticing it can be to watch me break in my new toys.” She emphasized her point by leaning over and roughly spanking the bare butt cheek of the helpless mare.

Princess Amira didn’t say a word as she got up and exited the room, leaving her cabinet at the mercy of the boundless lusts of the female changeling.

“Mmmmmm good…” Amira heard from behind as she walked away. “Now that our naughty little voyeur is gone what do you say to me diving into those delicious naughty memories in that head of yours, hmmm?”

Amira shuddered to herself as she exited earshot. The streets below had grown more quiet than usual. The cause more than likely being that changelings were in the process of infiltrating the area and having their way with her subjects. Their fates likely to be similar to Lilith’s and Amber’s. As Amira pushed open the double doors to her bedroom, she saw her, the perpetrator of everything befalling her subjects.

Laying rather comfortably on her bed was none other than a changeling queen. She appeared similar to Vixen, thin, jet black skin with pink eyes and flowing hair. In comparison, this changeling was also slightly taller, and her bust slightly larger, easily in the F-cup range. But the most notable difference between the two female changelings was the massive throbbing cock jutting out between the queen’s legs. It pointed straight into the air, hard as a rock, veins pulsing along its circumference… and the entire package seemed to have Amira’s name on it. Not literally of course.

Princess Amira took a hard angry glare at the queen’s throbbing cock then to the changeling herself before speaking. “Well… if it isn’t the moronic Queen Nexia... I see the world still continues to suffer for the mistake of your copulation…”

The changeling queen returned an equally furious glare. “Strong words coming from the princess so incompetent at her job she almost bankrupted her entire country with her frivolous spending…” She spat back.

The two powerheads continued to fiercely stare at the other. Neither one moving an inch as electricity was practically felt in the air.

Then the two of them broke out in tandem laughter.

“HA-Hahahahahaha!!”
“Hahahahahahaha!”

“Heh, oh my, hehehe…” Princess Amira giggled, wiping away a tear from her eye. “Mmmm, I’ve missed you, Mistress. How long has it been since our last meeting anyway?” She asked, the tense energy in the room completely replaced by humor.

“Far too long my little mare,” Queen Nex cooed with a sultry smile. “None of the other ponies or girls of my hive can take a pounding quite like you… Now get that delectable little body over to your queen…”

Amira practically sprang towards the changeling queen in a skip, not missing a single beat as her priceless royal gown and underwear were disintegrated into ash off her body. Nexia swung her feet off the side edge of the bed as the princess happily took her position on her knees in front of her.

“Did you enjoy watching Vixen’s performance on your cabinet? Splendid work for a single woman… But I would expect nothing less of my best girl.”

“She’s amazing as always,” Amira said. “For as long as I’ve known them Lilith and Amber always have been too caught up in their work. What they really needed was just a cock or three inside them… But I couldn’t exactly say that as their princess, now could I? Heh.”

“Well, don’t worry about a thing then. Vixen will have those mares tamed and trained into obedient little pets soon. She never has been one to fail me.”

“Oh, I’m not worried about a thing, my queen. It won’t even be hard on her. I don’t need your special mind powers to know those two were just sluts in hiding. They just need to get over themselves… just like I was trained to do.”

“Well put,” Nexia purred.

“And… on another note differing from Vixen’s performance… How was mine?” Amira asked, leaning inwards in anticipation of the answer.

“You did well, slut. Very well…” Nexia cooed, lovingly petting the mare’s head as if the princess of Saddle Arabia was little more than a dog. A very good and well-behaved dog. “It’s just a shame Chrysalis and her hive made their move on you sooner than we predicted. I would have preferred if we were able to extract the last remaining mares from the mainland over into our little trap… but *sigh* I suppose those here will have to do… for now.” The changeling’s pet princess began to giggle to herself slightly. “And just what is so funny, my pet?” Nexia asked.

“Hehehe… I still can’t get over the fact. Chrysalis and her drones made false propaganda that framed me for exactly what I was planning on doing!!”

“Mmmm, well that Chrysalis always has been a crafty one… but you no longer have to worry about her and her hive. We will always be one step ahead of her.”

“Aaaannnnd… since I upheld my end of the bargain…” Amira began hinting, nudging Nexia’s knees. Now that the plan had moved along to its next stage there was no point in needing to hide it anymore.

“Of course,” The queen smiled, “your ploy to lure all the mares into defenselessness has made our job infinitely easier. I’d say you more than earned your reward.” With that, the changeling magically produced a black circular collar, one with Amira’s name engraved in silver on the front of it. The mare watched with wide eyes as it formed in the queen’s hand, feeling changeling magical energy pouring into it as her heart began to race with excitement. “You realize what putting this on means, my little mare? Your life as a free pony ends, permanently. You will be forever marked as my personal and obedient sex slave for the remainder of your life, who will serve me and my endless lusts to the best of her abilities. There’s no going back from this.” She finished, wagging the magical collar in front of the mare’s face, almost tantalizingly.

“Yes! Yes!! I accept it all! Everything and more!!” Princess Amira squealed in excitement, grabbing the collar from the queen’s hands and bringing it to her neck. The princess released a gasp of air as the ends of the collar shot around her throat and fused behind her. At first the collar was too tight, almost uncomfortable to the mare, but to her relief, it adjusted itself to a comfortable fit before settling into its new home above her chest.

“Mmmmm, a wise choice,” The queen grinned as she Amira felt the collar with her fingers in pure wonderment. As the collar finally finished settling, a small round silver loop formed on the back end which Nexia happily hooked a bright purple leash into, the other end of which was wrapped around her hand.

“So…. now what?” Amira purred seductively at her new and now official changeling owner.

“My my… so misbehaved for my new pet! I would be a mockery of my hive if others caught wind of this!” Nexia chided playfully, grabbing the base of her cock and angling it towards the princess’s mouth. “First lesson, slave. Your mouth’s main purpose is to pleasure those above you… talking comes last.” She pulled at the leash in her hand yanking Amira’s head over to her cock in a not so subtle hint.

Amira remembered a similar lesson Vixen had enforced earlier. She knew her mistress held no ill will behind her words, only pushing her in the right direction because she loved her. She nodded happily before daintily opening her lips and taking the queen’s enlarged cock into her throat. The mare moaned in a strong purr as she began to bob her head in earnest, eagerly swallowing down all the precum the cock was already firing down her throat like a well oiled machine.

“Gooood mare…” The changeling queen cooed as she watched the ruler of Saddle Arabian diligently attend to her magically member like a common whore. The princess shuddered in pleasure from her mistress’s compliment as her new owner’s grip on her leash relaxed slightly. “I knew from the moment I saw you that you weren’t meant for ruling over others. No… you were just another mare looking to get off but trapped in the ever so unfortunate position with a reputation to uphold. But don’t worry your cute little rump about that anymore… I’ll take care of everything now…” Amira hummed in delight as she increased the pace of her sucking. “And as for your question pertaining what happens next… I suppose I have left you in the dark.”

The changeling’s horn began to glow lightly as thin tendrils of pink magical energy formed along the surface and snaked through the air towards the vulnerable princess. Similar to Vixen’s energy, they made their way to and inside the pony’s head, forming a connection back to the changeling’s jagged horn.

“Shhhh shhhh….” Nexia moaned softly to comfort the mare who seemed to fidget uncomfortably as the changeling magic washed over her, all while she continued to take her mistress’s cock down her throat. “Don’t fight it, dear… let it all in… let it take control…surrender… relaxxx…” After a decent amount of involuntary struggle, Amira was actually able to relax, her pose falling back to appear much less tense as the magical tendrils glowed ever brighter. “Gooood girl!” The changeling cooed, happier than before as she was allowed complete unhindered access to her slave’s mind.

Countless memories of every sexual and dirty act the princess had ever performed flooded into the changeling’s mind. Nexia didn’t leave a single moment unchecked as she witnessed the thoughts and emotions that constituted the entirety of Amira’s romantic life in an insant. The overwhelming sensation was… disappointing to say the least. Nexia could see her sex life had revolved entirely around that Prince Haakim pony… A stallion she cared little to learn much about other than the fact that he was a pony who had not yet learned to indulge himself in the wonders of the women he was paired with…

The changeling softly pulled the princess off her cock, holding the princess’s head still as she softly scanned through her memories again. “This… husband of yours… how often did he service your needs?” She asked, a mere formality seeing as she could just as easily see the answer in the pony’s mind. But she still preferred it if the answer came from the mare’s own lips.

“Once every two… weeks, if I was lucky,” Amira sighed, a rather generous estimation Nexia noted.

“And he never once bred you? Gifted you with the sensation of impregnation and motherhood?” The pony shook her head in shame. “Well... my little pony, it seems as though this problem is quite widespread…” Nexia sighed. It seemed ever present stallions needed a reminder on how to treat their mares properly. “But we will be fixing this… for all of you!” Nexia snarled with a predatory grin, her magic drifting downward from the pony’s head and enveloping the remainder of her body. Amira’s body was thrown onto her bed, facing upwards as the changeling pounced on top of her like an animal above its prey. “Not fucking such a delectable woman daily should be a crime… It WILL be a crime in my kingdom when I’m in control!” She growled, her cock positioned in place directly in front of Amira’s pussy lips. Magical binds secured the princess’s wrists down, unnecessary as the mare knew the point of escape from her welcomed fate had long since passed. She could only softly moan and purr submissively as her changeling lover’s attitude became more feral.

Nexia thrust without warning, her staggering cock piercing the entrance of the princess’s wet tunnels. The veiny shaft sliding in effortlessly through Amira’s walls. The changeling’s hips didn’t stop until her entire member was buried inside her prey. Amira moaned lewdly as the sensations rocketed through her body. Pleasure… warmth… domination… and all from a feral single thrust. The thick emotions flooded through the mare like she had never known, everything which Nexia felt through her constant connection feeding on the mare’s mind. Amira’s moans converted to soft whimpers as her owner’s cock withdrew, leaving her with a saddened feeling of emptiness. She wasn’t left wanting for long, however.

“You are MINE!” The changeling queen growled to her slave as she thrust herself back inside, faster this time. “Your ponies are MINE!” She growled louder, emphasized with another powerful thrust. Amira screamed in pleasure as it rocked her body. “And your minds are forever MINE!” The changeling exclaimed as she started to piston her mighty member in and out of the princess’s royal cunt without the slightest bit of relent.

“Ahhhh!! YESS!!!! YES!!” Amira cried as the changeling claimed her thrashing body. Her knuckles clenched white as she attempted to remain conscious through the barrage of pleasure her form was unaccustomed to from the masterful lover. Her vision was already starting to fade from the sheer force of the queen’s assault, only to be replaced by sights that were not her own.

Amira experienced what could only be described as an out of body experience as she saw through the eyes of the queen’s many female changeling minions shared from Nexia’s mind into her own. One particular changeling underling’s tongue was sensually sliding down the throat of white haired mare who lustfully moaned in relaxation as the drone made short work of her bra. A magical cock had no sooner appeared and grown to full length before it plunged into the mare’s most sacred of places like it belonged there. Amira’s vision altered to that of another female changeling playfully groping at the tits of another mare from behind as another sly changeling snuck between her spread legs and dealt the mare’s snatch a fierce tongue lashing, thoroughly licking away at the cream filling she herself had freshly pumped into the helpless pony’s claimed pussy. Elsewhere in the market, Amira watched as changelings who were finished using their prey, as evidenced from the leaking cum around their holes, tossed their bodies in the air where they landed in pinkish pods. One particular pony still wore her skirt which had been pushed upwards, as well as her panties which were moved to the side in the heat of the moment. All such clothing dissolved away as the mare’s bodies themselves were left unharmed by the goo of the pods. The women trapped inside slowly closing their eyes as they were put into stasis, their pods being carried away by the changelings’ magic, treating them as if they were mere merchandise being shipped away so that they may be sold.

Amira’s vision flashed back to reality as her mistress cut the live feed her minions feed through her mind.

“Heh, how does it feel to betray your own ponies for the greater good, slut?” Nexia grinned with a cocky smile as she quickened the pace of her thrusts. The fleshy rod sliding in and out of her passage at an almost blurred pace, hitting spots inside her that Amira never even realized she had.

“Ah! Ha… F-fucking amazing!” Amira cried as she fully surrendered her mind, body, and soul to the creature. She knew the changeling would keep her around, but as nothing more than a simple toy, used only as a repository for gallons of spunk just waiting to be pumped from the queen’s swelling sack. Her only regret was that she hadn’t given herself and her ponies to the changelings sooner!

“Good girl…” The queen moaned as her long forked tongue snaked out of her mouth and entangled itself on the mare’s, slightly muffling her moans. The ever constant sound of their hips meeting echoed throughout the bedroom as Amira’s juices flowed freely from her cunt and onto the bedsheets below.

Nexia was starting to lose herself in the heat of their passion. Her cock driving itself into the mare’s warm snug tunnel at a more erratic pace than before. She tensed up suddenly, the pure sensation being too much for her cock to handle any longer. Nexia threw her head back with an orgasmic scream of delight as she hit her peak. Burying her magical member as deep into the mare’s tunnel as it could possibly go just in time as the dam burst, flooding the pony’s pussy with her virile seed. Amira released her loudest moan yet as she felt the warmth quickly drenching and filling every inch her womb had to offer. Sparks and floods of pure and perfect ecstasy filling the minds of both changeling and pony through their mental connection. The once proud princess reduced to a moaning, quivering, and panting mess as she was creampied by her new changeling owner who lay above her grinning a victorious sneer.

At long last, Nexia retreated down from her high as she finally managed to catch her breath. She couldn’t lie, glancing back down at the princess she had just defiled was quite the pleasurable sight, one fit for the record books. A small layer of sweat coated the pony as the magical bonds that held her wrists in place were released. Her stomach now bulging slightly as a result of her own cum. Nexia gave a few more small thrusts, ensuring every drop from her cock was residing within the mare’s passage. The changeling pulled out with an obscene pop.

“It seems like everything I’ve heard about you mares was true after all,” Nexia grinned as she repositioned herself lying down, so that her face was mere inches away from the slave’s abused pussy. A trail of thick white cum was already starting to leak out, which Nexia sensually inserted three fingers into, coating them in the pearly spunk. Upon removing her fingers from the mare’s cunt, a quick flash of her horn followed next, magically sealing and preventing any more of her gift to the mare from flowing out. Her three digits, soaked in a mixture of her own cum and Amira’s juices drifted towards Amira’s mouth, the changeling knowing all too well the princess needed no order to start a thorough cleaning. “Perfectly shaped and formed in every way to be a splendid little storage for our cum… And, heh, equally submissive… actually willingly enslaving yourself to anyone who knows how to wield a cock properly.”

“Mmmmm,” Amira moaned in delight as her mistress’s praiseful words poured in.

“And make sure,” Nexia continued, lovingly rubbing the mare’s slightly expanded stomach “you get nice a pregnant now. After all, you are my prize. Everyone should know and see who has laid claim to your body.”

“Yes, mistress!” Amira cooed happily. After a brief moment allowing them both to catch their breaths, her owner rose from the bed, the princess following her steps quickly as she hopped off herself, following on her hands and knees. The pair made their way over to the window overlooking the rest of the Saddle Arabian settlement.

“Splendid… it seems as though my girls are just about finishing up with their prey,” Nexia said. The settlement, once full of life and energy mere hours ago, was now growing more still. Endless scraps of torn and burnt clothing littered the entirety of the area, slowly blowing away in the wind to be buried in the sand elsewhere. The streets were covered with dozens upon dozens of pods, far too many to easily count. Each one carried a softly snoozing and naked mare as they were kept in a magically induced sleep. The last few of her drones were finishing up and sealing the Saddle Arabian mares in empty pods, as the others scouted out every nook, corner, and hiding spot of every house the settlement had, ensuring not a single mare managed to escape from their clutches.

"What now, Mistress?" Amira thought to herself, knowing full well her mistress was reading her thoughts as she snuggled into the changeling’s leg lovingly. She couldn’t put into words just how grateful she was to the queen for granting her and her subjects such a pleasurable fate. There wasn’t a doubt in her mind that she had made the right call siding with her and Nexia knew it.

“Now, my dear pet, we are taking you girls to our new home, far up north… to Equestria… Your ponies will be sold and live the remainder of their days as sex slaves, trained specifically for ponies and changelings alike. We’ll see if the stallions of your land come chasing after you. Heh, I’m sure they’ll be plenty grateful for resolving their petty conflict and training their wives. I, on the other hand… hehe, let’s just keep that a mystery for now.” The nefarious queen giggled as she softly pet the mare’s hair. “For now, say goodbye to this land. None of you will ever be coming back…”

“Good…” Amira said. “I’m so sick of sand.”
> Another target for Conquest
> --------------------------------------------------------------------------

	A warm relaxing stream of water rained down upon Chrysalis’s nude form from above. The changeling thoroughly running her hands through her flowing hair as the shower washed away any unpleasantries.

She was alone in the dark of night, save for the illumination the Canterlot showers provided. The entire chamber having been newly renovated in light of recent changes from the changeling and pony peace agreement. Now a beautiful array of silver shower nozzles lined the room filled with white porcelain tiles on every side. A single entrance was all there was to the area, along with a simple viewing area outside, for anypony or changeling wishing to watch their slaves clean themselves. But seeing as Luna had risen the moon and the crickets were chirping in the darkened gardens outside, it was unlikely Chrysalis would be receiving any company tonight. Disappointing to say the least.

If there was one tiresome task of living as a woman in a sex-centered society, it was the ever constant demand for bathing. Being constantly drenched in generous helpings of Shining Armor’s thick cum on a daily basis required an equal number of thorough showers to keep herself clean and tidy. While the pungent aroma of a stallion’s or changeling’s seed coating a woman’s body was practically aphrodisiac for some mares… it was not so much for other males themselves. But Chrysalis wasn’t one to mind, it gave her a much needed time alone and to her thoughts. The only thing on the changeling’s mind now was how wonderful it was to reacquire her magic once again. She felt liberated, empowered, and a warm feeling knowing her long future in Equestria to come would not be as bleak as she had feared. 

Chrysalis levitated the soap up and along her body. Sensually sliding it between her breasts, nethers, and legs, releasing a soft moan as if she imagined her master was watching. Well… it never hurt to practice one’s form. She quickened her pace as she rubbed the suds into her figure before allowing the stream pouring from the shower nozzle to wash it down off her legs and down the drain. 

Having been kept from full access to her magic for quite some time, she had almost forgotten the sensation of its main perk. Love. She felt all of it. Especially here. Being in Canterlot had the benefit of being at the center of Equestria, allowing her to feel the influence from the Crystal Empire to Baltimare and back to Las Pegasus. Every time a mare climaxed, a small part of her being experienced it along with it. Every time a mare was impregnated, she felt the same sensation to a greater extent. And most of all, every time another accepted a sex slave collar around their neck, she felt as though her heart was racing, though rare as it was nowadays. The pure unadulterated sensation was indescribable to anyone but a changeling, more so how a queen experienced it compared to her drones. It filled Chrysalis with energy and joy – confidence as though she could do anything. And her body worked to form that confidence into a reality with sheer power. Power without limits that promised and made possible the ability to bring more women of all races in and increase its effects… And nothing could stand in their way….. unless…

“Hello, sister.”

The changeling Chrysalis spun around so quickly she nearly lost her footing on the slippery tile floor. Her jaw hung open slightly as she shouted, “no…WHAT ARE YOU DOING HERE!?!”

“Me?” Queen Nexia asked innocently and in a rather chirpy tone, walking into the shower room as she tugged on the black leash connected to princess Amira, who came crawling in on her hands and knees. “Just giving my pet a quick wash, that’s all. Cleanliness is next to me, as they say.”

“No… I’m not putting up with your games again! Leave! NOW!! Equestria is no place for your kind!” Chrysalis exclaimed irritably, more so upon noticing the rival queen’s less than serious response.

“Ohhhh, I wouldn’t quite say that... I belong here just as much as you do, wouldn’t you say? After all, the image of a unified world where all live free and unrestrained to bask in the purest pleasures of flesh - that would include your lovely changeling sisters, right? We are lovers as well… the best lovers of all, in fact. Mmmmm… and I can tell these stallions creatures are just dying for something new.”

Chrysalis eyed Nexia like a hawk as the queen casually led the Saddle Arabian princess down to their own shower nozzle directly across from her. The mare was quickly sprayed down with water from above as she was pushed onto her back. Amira giggled like a mad school filly as twin bars of soap playfully slid over her body like a snake, levitated by her owner’s magic.

“You should be thanking me by the way,” Nexia added. “I enslaved all of the Saddle Arabian ponies for you. My hive is busy shipping them over as we speak. You simply wouldn’t believe the postage rates charged on living ponies. And your… hehe, owner, was quite pleased to learn of this. He offered me a private suite here in this lovely castle as a gesture of good will. But it’s no reason to feel bad! I’m sure your little, heh, sex tape idea was just bound to work had I not stepped in.”

“Shut your mouth!” Chrysalis growled, feeling slightly worse about their confrontation knowing that her sister knew of her official slave status. She quickly attempted to change the subject. “What of her?” Chrysalis gestured at the pony princess. “How much of your twisted mind controlling powers did it take to sway this innocent mare to do your dirty work?”

“My my my!” Nexia gasped in mock offense, bringing a hand to her bare chest. “That cuts deep, sister! Do you honestly believe I cannot convince a respected princess to betray her subjects and willfully allow me to enslave them by using nothing more than the tool between my legs?” Amira laughed to herself as the soap slid between her breasts and over her backside. “No… I’m afraid this wonderful mare has been thoroughly tamed by my cock alone.” Nexia said with a wink, her magical member giving a slight twitch in the changeling’s direction. Chrysalis released a strong angry blush, quickly turning her back to the pair. “You should have seen me training her…” Nexia went on. “This married mare practically deafened herself with the sounds of her own orgasmic screams… But I guess that can be expected the first time one of them experiences what true sex is like… To say it was something else would be the understatement of the century.”

Chrysalis said nothing in return but rather quickened the pace of her own washing, desperate to finish up and leave. This was not good. Not good at all. The very least she could do was warn Shining Armor that her fellow queen’s hive was not to be trusted! Not to mention she needed a plan to oust her all-powerful bitch of a sister from her land. 

Two remarkably soft hands slid over Chrysalis’s shoulders and began to massage. “Mmmmm, you feel so tense,” Nexia cooed, having silently snuck behind the distracted queen. “Why is that, sister? A life of no responsibilities and sex all day still not enough for you?” She asked mockingly, a finger giving a light flick to the sex slave collar around Chrysalis’s neck. “It looks great on you by the way. Suits you perfectly.”

“Take them off or I’ll break them off,” Chrysalis growled, focusing everything she had on not flinching or shaking as she felt intimidating rock hard cock on the female changeling slide up in between her butt. 

“Of course,” Nexia said plainly. “Just trying to help my dear younger sister loosen up. You always were like this when we were younger. You were never one to listen to mother’s stories… always thinking you understood the world…” Her hands, currently groping and kneading the globes of her sister’s breasts, quickly detached and removed themselves. But not before playfully snatching the soap out from Chrysalis’s hands as they left. Nexia tossed it to the tiled floor in front of them both.

“Oops! How awfully clumsy of me…” Nexia said, barely even trying at this point. “Chrysalis, be a dear, bend over and fetch that for me would you?” The changeling hand’s quickly found their place back onto Chrysalis’s hips as if she were readying to thrust forward at any moment.

Chrysalis however only picked up the soap with her magic and discarded it far to the side, turning to meet her sister’s smug shit-eating grin and whose cock even seemed to laugh at her.

“Listen here and listen closely you bitch…” Chrysalis snarled. “Not now, not ever will I consent to you! And if you have half of a brain, you will take your hive, leave Equestria, and fly back into whatever godforsaken hole you crawled out from!”

“Oh come now!” Nexia playfully begged, as unfazed by the other female changeling’s aggression as ever. “Don’t try and play coy with me! You are a female sex slave! Your very status in life is a perpetual act of consent to anyone or anything with a cock!” Nexia cooed as she took a step closer to her. “Who are you to deny a slave owner’s cock in need of a good release, hmmm? I mean, really… know your place, slut.”

“It’s not going to happen,” Chrysalis glared, turning her back to her sister and crossing her arms. She would sooner die than have her body defiled by her rival’s cum.

“Fine, suit yourself…” Nexia shrugged. “If you’re going to play the role of a cum dump who doesn’t want to act like a cum dump… maybe I’ll find some other pony who will….” She tapped a finger to her chin as if in deep thought. “Ohhhh, how about those two sisters? The sun and moon butt princesses!”

Chrysalis instantly froze in place, her body tense as a brick.

“Oh yes, they seemed like quite the knowledge couple. Excellent figures too… well, for a pony at least. I can see it now… those heavenly breasts bouncing in the breeze as I ram away. Maybe I’ll even add them to my collection! Heh, as you can tell I have quite the interest for princesses…” Nexia noticed her fellow queen shuddering a slight twitch. Licking her lips, she knew she was only one more push away from caving into her demands. “Oh, and have you noticed neither of them are pregnant at the moment? A quick spell and I could ensure that is fixed by the night’s end… Two more personal broodmares to-”

An explosion of porcelain pieces showered the room as Queen Nexia’s body was thrown into the shower wall, sending her plummeting through the solid rock and metals pipes with enough force to kill a pony five times over. Chrysalis stood panting from her exertion, staring into the crater she had created as Amira looked on in fear. Nexia lay still as tiny bits of rubble and streams of water dribbled down onto the small part of her body not lodged within the wall.

“Amira… go wait in the room…” Nexia called out, her voice devoid of emotion. The princess nodded before quickly scampering out of the showers, not even bothering to dry herself off. A dark pink aura surrounded the fallen queen’s body before gently lifting her from the hole. Chrysalis continued to glare onwards as even the tiles and rubble were levitated back into the wall, repairing and reforming it to appear as though nothing had happened at all. The shower head above resumed its stream of water as it too was suddenly fixed, raining down onto the two naked female changelings below.

“That was a warning,” Chrysalis spat, watching as the other queen casually dusted herself off. Her body had sustained no damage for her attack. “If you even think of consorting with me or my mares I will-”

“You will what, sister?” Nexia cooed tauntingly. “Blast me with magic? Threaten me some more? Oh no… I’m here for the long haul, bitch.” Her gaze slowly drifted down to Chrysalis’s cunt as she licked her lips… “And if there’s one thing I know, it’s that I always get what I want… sooner or later.”

That answer did not calm Chrysalis in the slightest bit as she released a deep hate-filled growl, her own jagged horn glowing a powerful green hue as she started to amass magical energy.

“Ah ah ah…” Nexia chided as her own horn glowed to match the immense power of the other queen. She confidently strut forward so that she stood mere inches away from Chrysalis, leaning in unafraid to grind horns. “Don’t forget now… I feel every bit of love from this wonderful land as you do. Its energy… its power seeps into my very being… and I never felt more alive.” Nexia practically purred into her sister’s ear, adding in a soft whisper, “We both know I can take whatever you dish out, sis… but I doubt the same could be said for these ponies. I would simply hate to see this entire city come crashing down off the mountain side because one dumb little slave thought she would try her hand at besting her betters… if you catch my drift…”

It took Chrysalis a moment to piece together the full implications of what Nexia meant, only to take a panicked step backwards, her magic quickly fading from her horn.

“Good girl… I knew you would see reason… eventually,” Nexia cooed with a sly wink, patting her younger sister on the head. 

There was no victory to be had here. That much was becoming alarmingly obvious now. The only thing Chrysalis could think to do was run, not even needing to turn around to know fiendish Nexia’s eyes were on her the entire time… scheming and planning away. Not bothering to follow after her as she calmly started washing her own body.

Chrysalis’s body and hair were still dripping wet with water as she ran. The halls of Canterlot Castle were empty and dark, save for the bright moonlight illuminating from the sky.





“Well, alright Chrysalis…” Twilight said, albeit with a slightly disappointed tone, “I can promise I’ll do my best to stay away from her, but I still don’t understand what all the fuss is about.”


“Trust me, she’s bad news,” Chrysalis growled, nuzzling closer to her beloved alicorn for comfort. The pair were currently laying in the mare’s old bed of Spike’s crystal castle. The castle having once previously belonged to the alicorn, now passed along to her master, Spike, in accordance to the new laws preventing enslaved mares from owning property set in place in the new Equestria. Twilight had known for a long time that the changeling queen was not a firm believer in the term “personal space” but had quickly come around to her methods during her time as the queen’s slave. Now she rather embraced her friend’s desire to be close to her… and continually paw at her purple breasts as they spoke.

“I’m still left wondering about something though, Chrysalis. We’ve been together for quite a while during our time in the hive and-” Twilight started.

“Mmmmm, the good old days,” Chrysalis purred as she reminisced. “Continue…”

“Well, anyway, you never once mentioned you had a sister… Or the fact she had an entire hive like yours.”

“It’s not a fact that I’m proud of… And it’s ‘sisters’, plural.” Chrysalis grumbled. “And they are not like my drones. They are all female, and to that point, crowdedly. Her swarm specializes in mind magic, finding it easier to magically influence one’s mind to achieve their goal rather than to use their bodies and seduce their way up like a respectable changeling would do. It would be best for everyone in Equestria if they were all banished to the darkest depths of Tartarus until the end of time. Cerberus is likely in need of disposable cock socks anyway.”

“Shouldn’t we at least make an effort to accept them?” Twilight asked. “If your changeling sisters are even a smudge like you, they probably just want to get in on the fun. Maybe help bring some more girls into the party. According to Spike, the whole town is buzzing over what this new hive pulled in Saddle Arabian. They didn’t even know what hit them!” She giggled innocently.

“Ohhhhh, that’s what I absolutely adore about you Twilight. So naïve, so innocent… Wonderful qualities to drag into bed when I first took you,” Chrysalis purred.

“Please don’t bring that incident up again…” Twilight groaned.

“Heh heh heh,” Chrysalis giggled wickedly.

“Anyway…” Twilight muttered, getting back on topic, “If they are decent at enslaving the rest of the world’s free women, shouldn’t we at least see if their intentions are peaceful?”

“To start, they didn’t enslave them! They cheated! Obviously!” Chrysalis growled, unknowingly squeezing Twilight’s tits uncomfortably hard enough to cause the alicorn to wince. “Remember, Nexia and her hive of troublemakers are adept in mind melding magic… powers that should not be used when enslaving a mare. A proper enslavement would consist of making the woman willingly choose to accept her status as a sex slave! It’s not a decision to be taken lightly or, for that matter, forced upon them using gutless magic such as mind control!”

“D-didn’t you use your own form of mind control on my brother back before his wedding?” Twilight asked.

“He’s a stallion. It’s different for their kind.” Chrysalis scoffed.

“Oh… well… you really think your sister is playing dirty?”

“The Saddle Arabian mares were all on edge about this exact thing happening to them! No swarm would have been able to simply swoop in there and done to them as we did to you here in Ponyville. The situation called for… delicate nudges in the right direction. My team spent weeks putting that plan together, and Nexia sneaks in and does it all in a few hours. This whole situation reeks of foul play.”

“I mean, if you really think that strongly of it… I could always send a message to King Thorax and my brother… they should be warned about the incoming mares we’re about to import.”

“That would be best,” Chrysalis grimaced. “In the meantime, those mares are all going to need to be freed from their spells and given a proper introduction to sexual enslavement… And if I had the power to do so, an apology from my sister.” She sighed, nuzzling in closer to the alicorn’s naked form. “But thank you for at least taking the time to listen to me, Twilight. Seems as though with each passing day more and more mares are forgetting that I am the one who liberated them from their abusive freedom. I’m the reason all of them have this.”

“Wait a second…. that’s it!” Twilight suddenly exclaimed.

“What is?”

“You need to remind everypony and everychangeling that you’re still on the top of your game! Your sister may have stolen the Saddle Arabian ponies away from under you… but there are still plenty of others out there just waiting to be collared!” Oh, why didn’t I think of this sooner?!” Twilight squealed happily jumping up from the bed and bounding out of the room. Chrysalis curiously following the bouncing rump of the mare from behind. A short while after, they had made their way through the halls of the crystal castle they arrived in a magically secure room. In the very center of the room stood a single object, a mirror portal. The surface of the mirror swam with a swirling red energy, powered by a strange humming and buzzing device behind it. “Unlike last time, things in Equestria are starting to settle, so now would be the ideal time to make our move on the hue mans!”

“Really now?” Chrysalis mused, rising a suspicious brow at the purple alicorn. “Are you absolutely sure about this, Twilight?”

“Why wouldn’t I be?” Twilight answered enthusiastically. “If the girls in that world are even half like the ones here, they will be simply dying for a cock inside them by their masters.”

“Hmph… we’ll see.”

“Great!” Twilight beamed. “Now then… as per your recommendation from a while ago, I modified the portal’s energy and effect. Any pony or changeling from our world traveling through the portal will transform into a hue man on the other side and transform back like normal when they return, that much hasn’t changed. But…. any creature that is originally from the hue man world traveling through the portal should retain their original form without changing into a pony!”

“Good,” Chrysalis grinned, licking her lips in excitement and anticipation. “The last thing we need from this ordeal is to give every pony in Equestria an identical twin.” Chrysalis could personally testify, as one of many shapeshifting changelings, how annoying and troublesome that could be at times.

“However…” Twilight hesitated before continuing on, “since you will be transformed in their world, you won’t have any access to your changeling magic or strength.”

Of course… that was just her luck. It was annoying, to say the least, having regained her magic so recently, only to lose it again. Chrysalis could only respond by releasing a resounding sigh. “No matter… my wits alone will be more than enough to convince the women of this world to venture through the portal. Although it would certainly be easier if I could simply drag the women one by one through this thing to the safety of Equestria and properly train and educate them here. I’ll use my own two hands if it comes to that…”

“Uhh… right…” Twilight murmured, as if considering having second thought from the changeling’s words. “Chrysalis, would you want me to accompany you over in their world?” She asked nervously, sensing Chrysalis may need all the help she could get on her mission. After all, she was the resident expert on human culture, seeing as she and Spike were the only ones to visit their world thus far. Spike, however, was off with Rarity on a mission to Canterlot.

“Actually… no. I’m afraid not, Twilight… But worry not, my dear.” Chrysalis reassured the alicorn, patting the mare’s head. 

“Really? Huh, are you absolutely sure?”  Twilight asked in a slightly disappointed tone. She was obviously eager to reunite with her other friends again, especially Sunset, but it was becoming more and more apparent that she would have to wait until Chrysalis had her way with them first. She was already looking forward to personally overseeing their sex slave training.

“Undoubtedly. You will have your own role of upmost importance to play in this task. We have much to discuss before I depart, but before that… I want one more crack at that adorable pink little pussy before I go. Celestia knows the dragon hasn’t been tending to it properly.”





A strong wave of giddy excitement washed over Chrysalis as she landed her first steps on the pavement of the human world. It was back to her typical spy and infiltrate roles that she missed oh so much. Like always, she had to do her best to maintain a level head in the face of such a thrill for the sake of blending in. She glanced up at sun, shining above in the sky as it bore down on the afternoon school day. But Chrysalis didn’t need the light to immediately pick up on the distinct and obvious differences between their two worlds. Her mental notepad was already open and jotting down words.

Her horn, and with it, her changeling magic were gone. But she didn’t need her skills in the arcane arts to know that less people in this world were having sex. This world was far more industrialized… the buildings, sat short and in larger amounts. Strange four-wheeled monstrosities of metal barreled through the paved road behind her. The air even smelled… different, as if polluted with a faint trace of chemicals and gases. Interesting… first impression was that these creatures obviously had their minds set in the wrong places.

But before she could get too upset at the subpar living conditions her new prospective pets were forced to live in, she spotted them. High schoolers… as Twilight had claimed they were called. They walked in groups amongst the lawn, engaged in well-natured and friendly banter with one another as they walked towards the building Chrysalis assumed could only be the Highschool of the Canterlot Wonder Cults… or at least that’s what she could have sworn Twilight referred to it in her notes. Whatever, it mattered little. None of these humans were going to be asking for the dumb name of their old school after they were brought back to her world and trained into obedience.

Another wave of goosebumps tingled over her skin as Chrysalis took a closer look at her future conquests scattered around the campus. None of them were even remotely aware of their inevitable fate. The women of this world and students of this school… were absolutely stunning! The similarities between them and her mares back in Equestria hit her in an instant. Their breasts, while not as sizable, stood proudly on their chests as if immune to the forces of gravity… Their legs, on the other hand, were long and curvy, which was easy to tell seeing the short apparel that they wore… not even covering half of their thighs. Coupled with loose tops here and there, showing panties strings, and revealed bra straps, the entire fashion sense was far more risqué than Equestria ever was before her invasion. A stroke of luck, considering everything so far. This was the best she could have hoped for in an untamed world.

But there were still clothes concealing the bodies of females in the end… and the great ever-present need for them to be stripped from them was obvious to anyone with half a brain. Chrysalis’s mind was already abuzz with ideas on how she would so kindly ‘liberate’ them from their garments before diving in and discovering the endless series of sexual mysteries their bodies surely held. 

And speaking of female bodies… the new vessel that carried herself bore many stark similarities to the many humans here. No more horn, no more magic, no more wings, and no more changeling strength. It was a downgrade in almost every sense of the word. But far, far worse than any of that, Chrysalis realised with a slight growl when she saw the mirror, in a cruel sadistic twist, had decided to clothe her body as she went through the portal. Currently she was adorned with a dark green tank top, revealing an ample amount of her busty cleavage, matched with skin tight dark black yoga pants that clung to her shapely legs and rear end. To make matters even worse… considering the apparel of everyone else… these clothes were needed to blend in. The unmistakable urge to throw up hit her like a ton of bricks! But they were a necessary evil for her to partake in… That didn’t stop Chrysalis from planning on taking a dozen showers in a row afterwards to clean herself of this dirty sensation.

Oh right… and there were also men present at the school, Chrysalis figured she might as well note. Like the girls, they looked and appeared as stallions, although with the pony sucked out of them. But… they did look far less despicable than stallions. To be fair, in Chrysalis’s mind the bar was not set very high on that. Though they could have demonstrated proper behavior a bit more by leering at their female counterparts… it was like old Equestria all over again! That same irritating backwards notion of being a ‘gentleman’ was why Chrysalis doubted a single one of these girls were receiving a healthy amount of intercourse.





“Can you believe this nonsense?” Superintendent Sombra asked rhetorically with a resounding sigh. “What am I to think after I walk into my office this morning and see an email from the board ranting on about how we should strive for greater ‘gender diversity’ in our school faculty? To make matters worse they are even thinking of sending us to some gender sensitivity training snoozefest for an entire week. The nerve of them! I daresay we have more than enough women in our department and we treat them with the utmost respect! Wouldn’t you agree, Celestia?”

The principal of CHS could only vividly glare at her boss in response. Not like he saw it seeing as she was currently on her knees and stuck in the opening beneath her desk as she bobbed her head along the man’s throbbing shaft. Sombra casually reached down between his leg from his seated position, grabbing a rough handful of hair from the back of the women’s head as he helped increase her pace. From her speed alone it was quite obvious Celestia was extremely reluctant in the whole matter.

“But their subpar work aside, maybe they have a point over needing more women. I mean, these dumb kids aren’t going anywhere in life. Their whacked out hormones make them care more about their teacher having some delectable piece of ass and tits to stare at all day instead of actually learning,” Sombra went on as the tingles of pleasure from his manhood flooded in from the Celestia’s gifted mouth.

“Fucking asshole…” Celestia spat in her mind, maintaining the pace of her blowjob even after her boss’s hand had retreated back up. It was disguising, demeaning, and belittling in every sense of the word, but the sooner she finished the bastard off, the sooner she could be rid of him and his sexist tirades. She applied pressure with her tongue to the underside of Sombra’s rod, regretting the fact she knew he found it enticing. Sombra released a light groan followed by a smirk, perceiving her actions to show that the principal was actually starting to enjoy her so called ‘demeaning’ task. To him, he wished she would just get over her tiresome façade of pretending to hate it and admit she was just another thirsty slut looking to drink some cream. But women playing their games was not news to him.

*knock knock*

The sound echoed from the office door emanated from the busy school hallway outside, soon followed by the creaking of it opening. Celestia’s eyes shot open wide. 

“Did Sombra SERIOUSLY unlock the door after me!? That asshat was hoping this would happen!” 

A hand from her superintendent shot back to her head again, as if reading her thoughts, which kindly urged her to continue with her mouth’s task. Sombra could only delightfully smirk as Watermelody poked her head through the door. The green haired girl normally spotted around school wearing a black shirt along with her trademarked red beret and music note skirt, stepped inside the room.  Not spotting her principal from her angle.

“Uhhh… i-is Principal Celestia here?” The girl asked timidly as she shook… almost as if in fear.

“Principal Celestia is… indisposed at the moment. A rather pressing matter came up that required her particular skills.” He grinned a toothy smile. “I’m Principal Celestia’s superior, Superintendent Sombra, you can chat with me instead, young lady. Why don’t you have a seat?”

“Well… ok. My name is Watermelody,” the girl said, unaware of the perverted stares her body received seeing as she was still quite shaken up. Celestia felt another twinge of disgust as the cock lodged in her mouth gave a slight twitch. Undoubtedly the result of her twisted boss inspecting one of her students that was half his age. She kept her tongue though, for fear of being discovered. There would be no way in hell she could live this down if she was caught in such a demeaning position. Not to mention it would make her a horrible role model in such a young mind.

“What brings you down here?” Sombra asked, feigning professionalism as Celestia continued to orally perform as silently as possible while out of sight.

“M-my PE t-teacher, Ms. Spitfire, was yelling… She said I had to come down here because of what I did…” Watermelody spoke sheepishly, so ashamed of herself she couldn’t even meet his gaze.

“Oh really now? What exactly did you do?” Sombra said.

“I…I was caught taking pictures of the others with my phone while we were changing in the girl’s locker room…” The girl muttered, more embarrassed than she ever had been in her life. She was almost on the verge of tears.

“What? This is coming from Watermelody?” Celestia thought in a moment of distraction. “She’s a model student with no history of misconduct! She would never do something so scandalous!”

“I see,” Sombra said with a raised brow, now genuinely interested. “That is quite a serious offense. Do you have your phone with you now?” The girl nodded, slowly extending her hand to offer her pink cellphone over to the superintendent. Sombra didn’t waste a single second, scrolling over to her photos and peering inside. 

It was a glorious treasure trove of explicit images exactly like he had hoped! Thankfully the student was too ashamed to meet his gaze to notice the wide grin he wore on his face. He hit the first picture with his finger before zooming in to max resolution. It was a clear photo of Blueberry Cake in nothing more than a cute set of lacy white underwear that clung to her curvy form, arms reaching behind her back as she prepared to unfasten the hooks of her bra. Sombra swiped his finger over to the next picture depicting Baton Switch pulling her PE shirt off over her head revealing a busty black bra that struggled to contain two heaving and glorious fleshy orbs. Two impressive proud hanging tits that he wouldn’t mind in the least getting his hands on. The last photo, Sombra’s personal favorite, showed Cloudy Kicks and Mystery Mint in full nudity as they made their ways into the showers. Mystery Mint had her back to the camera while Cloudy was angled just right that it allowed the camera ample view of her exposed perky sweater puppies. Her dark pink nipples fully erect in response to the cool locker room air. It was the perfect candid capture, reminding him once again why he took this job in the first place.

Sombra’s cock gave another sudden twitch before exploding down Celestia’s gullet. The principal cringing hard as she took the disgusting load that flowed down her throat like a raging river as silently as she could. The sheer amount of thick cum spraying outwards almost causing her to gag, but she struggled through it as her eyes clamped shut. It was a point of no small shame to Celestia that she could tell the entire payload Sombra let out was larger than normal, given her boss’s obvious perverted and sick desires towards her students. As awful as it was, she dealt her boss’s prick a few more tugs and licks, ensuring every drop of seed that was going to come out resided within her stomach, and not staining her office or clothes.

“Uhhhh, yes…. *ahem* yes… this is very bad,” Sombra muttered as he scrolled through the photos repeatedly, suppressing a groan from Celestia’s splendid mouth work. His horrible acting went unnoticed by the unnerved student. “Very bad indeed. What would possess a nice looking girl like you to do something like this?”

“P-Please don’t ask!! I…. I can’t tell you why!” Watermelody exclaimed in a sudden flash of panic. “I’ll take whatever punishment you’ll give me! I’m begging you! Just don’t make me explain anything!”

Celestia rolled her eyes as she witnessed Sombra’s cock give another twitch as he scrolled through the rest of the girl’s photos above, hoping for some bonus explicit nude pics of herself she may had used to sext with her boyfriend. “Oh right… your punishment,” Sombra went on, clearing his throat. “Well, seeing as a violation of privacy like this is such a serious offense, I have no choice but to let you off with a warning.”

“W-Wait, what?” Watermelody froze, not believing what she was hearing. Wasn’t she supposed to be in a huge heap of trouble?

“I’ll also confiscate your phone until the end of the day,” Sombra went on thinking that would be ample time to scan the rest of her photos and transfer whatever goods into his own phone.

“You’re n-not going to expel me? Or call my parents?” Watermelody asked flabbergast. “I thought I was going to get a month’s suspension at the very least!” 

“Do you want me to give you one?” Sombra asked with a threatening look. Of course, a warning was still too much is his book. In his ideal world, he would have given this student a medal for such an act. And maybe even invite her over to his place afterwards. If there was any reason to punish her it would be over her not taking more pictures of her scantily clad classmates. Especially that one fiery-haired and busty hotty he saw strutting around campus. But alas, his plans for getting that particular student out of her clothes and into his pocket would have to wait for another time.

“N-no! It’s ok! I learned my lesson!” Watermelody stuttered.

“Good, now get out of here,” Sombra said dismissively waving her to the door.

“T-Thank you Superintendent Sombra!” Watermelody exclaimed, quickly rushing to the door as if expecting him to change his mind at any moment.

Celestia rose from her spot beneath the desk the moment the door clicked shut, the principal having just finished cleaning the last remnants of cum off her lips and Sombra’s cock, which he hurriedly stuffed back into his pants.

“As good as any high-class whore, my sweet Celestia,” Sombra cooed, planting a cheerful pat on the principal’s butt as his patented sign of a job well done. “I don’t know if anyone has told you this, but if things don’t work out here, you should consider a career in this.”

“You should have been stricter with her,” Celestia spat, ignoring her boss’s jabs and attempting to move the subject elsewhere. She knew better than anyone he would only make her life worse if she didn’t choose her words carefully. “That was a very serious offense she just committed! And students in trouble rarely get sent to my office and leave smiling.”

“Say what you will,” Sombra said defensively, “but it’s 2017. Girls will be girls after all. It can’t be helped whenever a camera is whipped out somewhere, a girl’s clothing just happens to fall off as they magically levitate towards it. That’s just the world we live in now… and in my opinion it should be celebrated not resisted! It’s the coming of a new age.” 

“Really now…?” Celestia groaned.

“Unlike someone as coldhearted as you, Celestia, I’m not going to hurt her chances with black marks on her permanent record. Else she’ll never get into college and end up as a lowly cum guzzling whore in life… But I suppose that’s why I have my job and you have yours, beneath me,” Sombra spoke with a cocky wink and laugh.

Celestia could only glare at him, like before, but her anger did as much to faze the man as if she were still underneath her desk. She quickly turned her attention back to other matters at hand before her rage got the better of her. “Now then, I upheld my end of the bargain as usually, Sombra, I trust you will honor yours.”

“Of course,” Sombra smiled smugly. “I’m a man of my word.”

“Good…”

“Besides, more pressing matters have just come to my attention. I am sure you can agree there’s a large amount of misbehaving conduct taking place in our girl’s locker rooms…”

“Shit…”

“The best course of action being, obviously, to install surveillance cameras in every corner and shower stall so that I may PERSONALLY monitor and record any troublemakers from my office. Popcorn will be provided should you happen to stop by.”

*sigh* “Same time next week then,” Celestia groaned.

“See you then,” Sombra winked as he made his way out of her office with swagger in his steps.

Celestia watched as her despicable boss departed. To this day, she didn’t have the slightest idea how the board let him get away with half of everything he did… all she knew was he had the power to force this school downhill fast. And after everything she had been through here… she cared far too much for the wellbeing of her students to let that happen. To think he still had the gall to repeatedly ask her to dinner after everything he had done… Seemed as though some men just got off to women telling them ‘no’.

But a nagging feeling in the back of her head was telling her that men like Sombra wouldn’t be satisfied with her mouth forever… And what was the deal with Watermelody freaking out over admitting why she took those pictures? As much as she hated to admit it, her principal sense was warning her something bigger might be in the works for CHS…… again.
> Starlight makes new Friends
> --------------------------------------------------------------------------

“If everyone is present and accounted for we can begin the festivities shortly!” A voice boomed over the speakers around the town square of Ponyville. The crowd that had gathered, practically the entire population of the small town, all wanted to capitalize on the bright sunny and cheerful day. An ever familiar beautiful display of bare and exposed skin lined the outer perimeter of the crowd, being the many enslaved mare sex slaves that the town had to offer. Each of them trapped behind the same magical barrier leading out of the square. In the center stood the town’s stallions and a good number of Chrysalis’s changeling drones, both lustfully eyeing the women before them while looking ready to take off running at a moment’s notice. The one thing everyone present had in common being all of them were giddy and eager for the event to start.

     	The event in question was none other than the newly named: Abduction Day, meant to celebrate not only the anniversary of the changeling’s initial invasion of Ponyville but also to recreate the experience! The name, of course, being a working title, it not having passed the initial test rounds of focus groups. But the event itself was easily catching on in popularity as other towns and cities equestriawide started to form their own similar custom to celebrate the days and fashions in which they were invaded as well.

     	“Haaa!! Look at Thunderlane staring me down from across the crowd!” Rainbow Dash shot smugly to her friends gathered around her on the edge of the magical barrier, tauntingly swaying her enlarged breasts in his direction, while not so subtly gesturing at the swaying mammaries. “I can already tell he’s going to be tunnel-visioning my ass!”

     	“Ah’d be careful if I were you, Rainbow Dash,” Applejack warned sternly. “Get too full of yerself in front of him and you’ll be looking at one heck of a sleepless week down in his dungeon. Ah’ve heard from Thunderlane’s mares myself… Some seriously depraved stuff when he’s putting them in their places…”

     	“That’s my hope…” Rainbow replied with a grin as she redoubled her efforts, sticking her tongue out to full length. From Thunderlane’s scowl one could tell Rainbow’s fate was sealed from that moment.

     	“D-do we really have to run away from them?” Fluttershy asked timidly. “Can’t we just, you know… stay here and have sex like normal? That would certainly be easier than tiring ourselves out with everything.”

     	“Good heavens, no, Fluttershy!” Rarity responded. “It’s our sworn duty to, at the very least, make the experience as enjoyable as we can for these fine gentlecolts and gentlechangelings. And while I don’t fully understand it, you can’t deny these boys find the aspect of running us down in this oversized game of hide and seek quite appealing.”

     	“Of course it is!” Pinkie exclaimed in her usual joyous tone. “It’s like they are a predator sneakily stalking their prey through the jungle… waiting for the right moment to strike… then… rawr!!” She shouted, doing her best mock lion impression as she raised her hands in the air. Fluttershy fell backwards in a brief moment of fear. “Expect… you know… instead of eating us alive, they’ll be fucking us senseless until we can’t even stand on our own two legs!”

     	“Well, don’t forget, Fluttershy,” Starlight Glimmer added, “whoever catches and claims us earns the right to our bodies for an entire week before having to return us to our previous owner… assuming we have one,” She said, speaking the last part of her sentence with a hint of dejection. “So it’s probably smart to make sure it’s a stallion or changeling willing to put some effort into tracking us down.” To that, Fluttershy nodded, as she faced the barrier, ready to take off with her friends as soon as it dropped.

     	Starlight Glimmer cast another glance around the town square. The mares were ready to run and hide as the speakers repeated the rules for the event for the tenth time. The entire town of Ponyville was the boundaries, including houses, cellars, and attics, all of which were unlocked and opened prior to today. Which Starlight herself thought was a little crazy until she learned crime in Equestria had practically vanished after the changelings’ integration into pony society, not that there was much to begin with anyway. While mares weren’t allowed to fly or use magic during the event it was advised they try to put up at struggle for their eventual captors. Some lucky ladies were even spotted wearing a few garments, usually just a bra and/or panties, which on any other day would have be a definite rule breaker for a collared mare, but today it was allowed given the need to recreate the experience from that fateful day. It was likely they would all end up in an ash heap by the end of the day. But changelings and stallions alike loved having something on their mares’ bodies merely so they could tear it off… she really wasn’t one to argue with a male’s desires. Not that clothes were present for Starlight and her friends, however. Even if she wanted to, Rarity the fashionista would have struggled to find something that fit her, given that all of her clothing, similar to every other mare, was confiscated by the changelings and destroyed. Fitting clothes for women was a serious black-market idea these days. So it was complete nudity as always for them, which was fine, seeing as exposed tits and butts was what they were used to by now.

     	“Again… all mares will be given a three-minute head start to run and hide before the men can begin! Once a mare is discovered by a stallion or changeling, she is considered captured the moment they cum inside any of her holes! At which point the mare will automatically be teleported back here,” the announcer exclaimed, gesturing to a row of pony sized pet cages, “and await their new owners until the end of the event! Prizes will be awarded to the top stallion and changelings who finds and takes home the most mares! Woooo!”

     	“Get on with it already!” Rainbow Dash groaned. “We’ve heard the rules a thousand times!” Many other participants in the crowd seemed to share her aggravation. It would only be a matter of time before a chant was started.

     	“Fine, fine. Have it your way. Without further ado,” the announcer roared out, gathering everyone’s attention one last time. “The annual abduction festival will begin in… 5… 4… 3…2-wait, hold on a second…. We should have started this five minutes ago! Go, everyone! For Celestia’s sake, go!!”

     	The magical barrier surrounding the town square shimmered brightly before vanishing into the air. The once idle mares now bounding forward and taking off in every direction that led outwards and away. The stallions and changelings remained in the town square patiently as they watched the many bouncing butts quickly retreat from them in mock fear. Their cocks already formed tents in their pants in anticipation for the moment they were able to sink into their prizes.

     	“Ohmygosh ohmygosh,” Fluttershy stammered, her vision jolting around the streets as she fluttered mere inches above the ground as she moved with her friends, searching for a place to hide. Other collared mares were running alongside them. There was Nurse Redheart, Lotus from the Spa, Junebug, Octavia, even Blossomforth, all jogging at their sides. Their numbers dwindled over time though as some broke off into different streets and alleys. others were already busy diving into open barrels, behind piles of crates, or inside the many open houses. Thanks to the wide playing area, there was certainly no shortage of hiding spots to choose from.

     	“Heh, well, it’s probably best if you girls don’t follow me!” Rainbow Dash exclaimed. “I mean, given my awesome reputation and all, half the town will be straight on my ass chasing me down! You’ll only drown with me in the sea of cum I’m about to milk out!” With that, the rainbow-haired mare steered off running in another direction, a prismatic rainbow trail left in her wake.

     	“Ah reckon that girl just wants half the town’s cocks to herself… Heck if Ah’m going to let her hog all the fun!” Applejack called out, sprinting after the fading rainbow path.

     	“Where are you thinking of hiding, Pinkie?” Fluttershy asked… But Pinkie Pie wasn’t there. The mare had already vanished from sight. Few ponies even believed the pink pony had existed in the first place. Fluttershy simply shrugged her bare shoulders as usual, spotting a nearby open house that she dove into. She cast a quick double take around the home, ignoring all the personal effects and belongings scattered around the area. Thinking quickly, she flew up the stairs and into the master bedroom. Finding, entering, and sealing herself behind the double doors of a large wardrobe that stood beside a neatly made king-sized bed. The pegasus counted her luck, seeing that it was completely empty… it must have been a mare’s wardrobe. She struggled to hold her panting yet excited breath as she waited for the many stallions and changeling who would surely find her in a matter of minutes… then the fun truly began.

     	A loud booming firework echoed overhead and throughout the town, signaling the starting point for all the male participants to begin their hunt.

     	Starlight Glimmer, panicking slightly knowing an army of cocks was charging her way, instinctively turned on a heel, running into a dark and narrow alleyway before coming to a halt. She hugged the wall as her lungs worked to catch her breath, all the while cautiously peeking out over the corner onto the main street. The road had been desserted… Pinkie Pie having left behind an armful of sugary treats on the ground to presumably distract the men for a few extra minutes… maybe even give them a small and welcomed sugar rush. The street was also deserted, the rest of the town’s mare slaves had taken to their hiding spots.

     	No hunters were on the street as of yet… but they would be soon. Starlight Glimmer carefully backed up further into the alleyway. While she didn’t want to make it that hard to find her, she had to at least do her part in giving the hunters a bit of a challenge. To Starlight’s surprise the alleyway didn’t end with a solid brick wall, but rather opened up into a small area, cornered behind three houses with the only entrance being the passage she had taken. Awfully convenient for her. Upon turning around to face the empty area with an over-eager smile however, Starlight couldn’t help but notice she wasn’t the only one there.

     	There, leaning over as she peeked out through a crack between the two houses onto the streets, was not a pony… but a female changeling. She was… beautiful. By many's standards the checklist for an exceptional female body was all there. Slim stomach, large firm breasts, generous hips, enticing pink eyes one could lose themselves in… She stood taller than most ponies at six feet, dressed in a simple low cut dark black dress that clung to her enchanting hourglass figure. The garment itself covered a mere inch of her long legs, not leaving much to anyone’s imagination and it didn’t take a genius like Starlight to deduce there wasn’t a shred of panties or bra beneath that. The refined feminine changeling was currently taking advantage of that fact as three nimble digits of hers were enthusiastically diving in and out of her gushing cunt, her juices trailing down her legs.

     	Starlight approached the softly moaning creature from behind… not knowing exactly how she should proceed. Her studies had taught her that female masturbation was all but forbidden in the majority of Equestria, not without a master’s strict and precise permission that is. But at the same time, Starlight could spot no collar around the changeling’s neck. To add to that, she also wore clothing, albeit skimpy clothing at that, marking her as the first un-enslaved woman Starlight had seen for quite some time now, so it was likely the laws regulating proper feminine acts didn’t apply to her. It was anything but uncanny.

     	“Ummmm…. H-hello?” Starlight stuttered out.

     	“AHHH!” The changeling cried out in a rather adorable voice, whipping around in a mixture of shock and horror to discover a pony had gotten the drop on her. “G-Get away from me!” Planting two hands on Starlight’s shoulders, the mysterious creature shoved the mare backwards, causing the pony to stumble against the wall. No sooner did Starlight’s back make impact did a beam of pink magical energy hit her square on the forehead. The panicking Starlight, still not quite registering what exactly was happening, braced her arms in front of her face and readied her nerves to be hit by something.

     	But after a few moments of silence Starlight realized she felt… nothing.

     	Bringing her arms down Starlight once again set her eyes upon the angrily growling changeling before her. A changeling who couldn’t help but now notice the unicorn horn that sat atop of Starlight’s head. Her eyes blinked in realization as her mood reversed itself in an instant.

     	“Please please PLEASE don’t tell anyone you saw me doing that!!!” The girl begged, dropping down and scooting over to Starlight on her knees. “It was dumb! It was stupid! I was stupid! It was a moment of weakness! I’ll never do it again!!” To be honest, Starlight had preferred the changeling attacking her as whatever this was made even less sense now.

     	“W-what were you doing exactly?” Starlight asked in a confused tone.

     	The changeling blinked as a second realization hit her. She took a moment to appear somewhat calmed down before rising back on her feet again in a matter of seconds. Now an obscenely long and girthy limp cock dangled from the changeling’s skimpy black dress as she dusted herself off. It was impossible for Starlight not to notice it.

     	“Nothing… I was doing nothing at all,” The changeling smiled with a childish grin as spoke in a matter of fact tone as she calmly fixed her hair. She turned back to her crack in the wall as she spied out onto the street once more.

     	“Ok…….” Starlight said, still slightly puzzled and wanting to know more. “Would you mind if I asked why exactly you are here? A-Are you part of the competition? I-I didn’t see you at the starting lines…” Come to think of it, she hadn’t seen any changeling from Nexia’s hive for that matter. Everyone knew they were responsible for single handedly abducting the Saddle Arabian mares like it was child’s play, but other than that the entire arrival of the different all-female breed of changelings had been shrouded in a complete mystery. Did they come in peace? Were they as powerful as Chrysalis’s drones? Did they share the same beliefs as the rest of them? While it’s true they hadn’t made such a move to cause any public disruptions, they also hadn’t followed suit of Queen Chrysalis and the rest of Equestria’s many mares. Again, Starlight could plainly see from the changeling in front of her, there was no collar around her neck, she wore clothing, and did not in any way appear to be an enslaved individual.

     	The thunderous sound of a stampede of ponies was heard from the outer street. The men were coming… It would only be a matter of time now before Starlight was captured and fucked to the point of sweet sweet unconsciousness by her new soon to be master…. But even given that impending fate, Starlight couldn’t tear her attention from the changeling in front of her. Feeling as though she would not be willing to forgive herself if she allowed such a rare opportunity to pass by ignored.

     	“No… I’m not a prey in this little game, I mean, don’t get me wrong, I think it’s a fabulous idea…” The changeling answered back, her hips casually bobbing to an invisible tune as she spied out between the crack of the walls.

     	At least she’s friendly enough… Starlight noted.

     	“We’re just here to collect a few things and be on our way… but I couldn’t help but enjoy the show while I’m here for a few minutes. Then there’s somepony important I must meet,” She said. Starlight carefully approached the changeling again, this time peering out onto the street with her.

     	The pony in question the changeling had been lusting at was none other than Sweetie Belle. The adorable young unicorn was crouched down low behind a crate, shaking with a twist of lust and exhilaration as a group of changelings munching on sugary dessert items flew by her, narrowly missing her hiding spot. Seeing as she wore no clothes whatsoever, it was easy to spot the dripping wetness coming from the pony’s quivering folds that were just begging to hug and milk a thick meaty cock.

     	Starlight grinned to her side, enjoying the apt fascination this changeling appeared to have with Sweetie. She saw her magical cock twitching several times, each interval it rose and expanded, angling upwards a bit more to full hardness as the changeling started slowly pumping her shaft with a low loving purr.

     	Suddenly Sweetie’s view was yanked to the side as a stallion walked about the corner. A strong muscular earth pony stallion.

     	“Heh heh, found you…” the stallion chuckled. Sweetie’s arm’s braced against the wall but, unlike the invasion so long ago, she made no visible effort to flee, allowing the stallion to corner her. Her lips were already trembling with desire, her thoughts a hazy mist as her working mind deserted her. She was finished playing the act of a helpless mare on the run from her assailants. The earth pony unzipped his fly, allowing the member that would be dominating every aspect of her life over the next wonderful week flopped free and fully erect. Sweetie Belle was still ogling the massive rod as the earth pony took hold of her smaller frame, easily picking her off the ground using nothing besides his own two hands. It was just a step to the side as Sweetie was positioned bending her over the nearby crate, her legs dangling downward. The mare’s glistening pussy lips laying at the perfect level, ready and eager to be parted by the thick fuck spear.

     	Starlight gave a wicked grin at the animalistic moans of the unicorn erupted from the streets. The earth pony pumping away with ease at the slick passage without the slightest intent of stopping until Sweetie’s womb was pumped full and claimed by his virile seed. It was a shame Rarity wasn’t nearby to watch, maybe even join in. The moans that carried from the lust of other mares around town were also heard as more and more of Ponyville’s female population was discovered and put to work doing what they did best. She could already tell today was going to be a smashing success.

     	Glancing to the side, Starlight expected to see her new changeling acquaintance to be enjoying the lewd display as much as she was… but something was off. The changeling’s cock, once rigid and hard was now not even erect. Her fists were clenched on the wall with such force small cracks were starting to form outward. Was this… anger?

     	“I-Is something wrong?” Starlight asked, hoping this was just her imagination acting up. Contemplating if she should put a comforting hand on her shoulder. From everything she knew about changelings, sex and anger did not exist together at the same time. Seriously… like not a single time.

     	Before the changeling could answer, assuming she would have in the first place, a loud slam was heard behind the two women. Turning around Starlight realized a shirtless and handsome pegasus stallion had just landed in her little hiding spot. His objectifying gaze already leering over her nude and exposed body with wanton lust as he licked his lips in glee. She couldn’t help but shoot him her best seductive grin.

     	“What have we here? A pair of naughty voyeurs spying on a helpless mare getting her brains fucked out… Tsk tsk, I’m afraid I’ll have to punish you two sluts for… f-fo-w-what the heck?” He said, finally noticing that the second woman in question was not a mare but a jet black changeling. No sooner had he come to that realization did the stallion hit the ground, face first.

     	Starlight jumped in a startled surprise, as her wonderful would-have-been master collapsed into sudden unconsciousness. A pink beam of energy retracting back into the female changeling’s horn who stood there casually, looking rather annoyed and peeved now.

     	“What did you DO?!” Starlight asked in a panic, rushing to the pegasus’s side and rolling him onto his back. His heartbeat was normal, signaling he was alive, thank Celestia. But still… She checked frantically to see if she could otherwise awaken the stallion, but to no avail.

     	“I don’t have time for this…” The changeling answered back simply.

     	“No no no….” Starlight groaned, running the palms of her hands down her face in frustration. “You don’t get it? W-we aren’t allowed to do that! We aren’t allowed to fight back! There’s no magic allowed! W-we’re going to get in so much trouble when he wakes up!... Actual trouble! Not sex trouble!”

     	“Oh, if that’s all you were worried about, don’t fret it. I made sure he won’t remember us.” She said with a proud grin. Despite her reassurance, Starlight did not seem the least bit calmer.

     	Out of the air another pegasus stallion hunter landed in the clearing, quickly spotting the unconscious stallion on the ground with a mare crouched over him. “What the hell?” The stallion remarked, before spotting the changeling. “What the fuck?” He gasped, before too, slamming into the ground in a sudden sleep.

“………….” Starlight at a complete loss of words, looking as though she was about to break into a million small and aggravated pieces.

     	“I repeat… they won’t remember us… You remember what ‘remember’ means, right?” The changeling asked with a slight giggle. Well… at least this strange creature wasn’t frowning anymore.

     	Before Starlight could even think of how to respond a harmony of buzzing wings was heard hovering above the two of them. Only Celestia knew exactly how much she wished it had been more stallions…

     	“Ooooooh what a surprise.”  A feminine voice called out from the air. It was three more female changelings from Nexia’s hive! All of them looked similar to the one next to her. Same dress, same colored eyes… except these ones looked particularly ‘meaner’. This day could not get any weirder for Starlight. One was already proving to be a hassle enough! “And here I thought you were just going to sit back and watch random mares getting bloated stomach with creampies all day while we did all the work, Seta. But it seems as though you came through and found one of our new friends…”

     	A flash of understanding seemed to hit the changeling, though not long enough for the others to realize. This random mare who had happened to wander into her little hole was one of them! She could be just what she needed. The changeling next to Starlight, apparently named Seta, let loose another threatening growl now. “That’s right, Vixen, she’s mine! I found her!” She said, hooking an arm around Starlight’s waist and pulling the mare to her side. Her cock giving off a slight twitch all the while.

     	“Well then, hurry up and claim her then, we don’t have all day,” Vixen called back, looking down at a piece of parchment and magically crossing a black line through the name and picture of: ‘Starlight Glimmer’. “And put some effort into it will you? It seems as though your performance has already put two stallions to sleep… I mean… even I didn’t think you were that boring at sex.” The two changelings behind Vixen, her apparent entourage, released a forced laugh and giggle before both meeting Vixen’s two upheld hands for a pair of high fives.

      The trio flew off smirking without giving Seta the proper chance to launch a retort, as per usual in their encounters. Not that it seemed to bother her much, she appeared to take a deep breath and relax as her fellow sisters flew off to collect the remainder of the list.

     	“C-claim me? W-what’s going on here?” Starlight asked again, fearing the answer. Why were changelings always up to something! Was it so hard to just be normal?

“Shhhhh shhhh,” Seta chided in a calming tone, “relax, Starlight. There is nothing to be afraid of… Everything will become clear in time.” The changeling gently nudged Starlight to her knees, her exposed breasts jiggling slightly as always from the slight movement while the changeling followed in suit herself. Starlight’s rapidly beating heart seemed to calm slightly in the face of this other changeling. The way she was looking at her, compared to the other three… it was different somehow. She couldn’t put her finger on it… Perhaps it was just another changeling trick.

     	The changeling did a quick double take, ensuring no one was around, or in the air, and that the stallions she had put to sleep were still napping.

     	“Listen to me, Starlight Glimmer,” Seta spoke quickly. “My sisters have visited…they know where we are, so we don’t have much time before they catch on to a lack of our energy and cast a spell that will prove troublesome to us later. You don’t have a master so-”

     	“W-wait… how exactly do you know th-” Starlight was silenced by a gentle finger to her lips.

     	“So would you be open to join the sisters of Nexia’s hive?” Seta was speaking quickly now. Her words blurring together. “They have a list. It contains some high profile unicorns, such as yourself. You will come to their newly constructed home and be forever marked as their property and their property alone. I don’t know what exactly my Queen has planned for you all… but it’s safe to assume there will be a fair amount of intense fornication.”

     	“Wow… really? I-I don’t know what to say,” Starlight stuttered. Not expecting such a bombshell of a proposal to have been dropped on her out of the blue like that.

     	“Please answer quickly,” Seta pleaded. “We don’t have much time anymore.”

     	Starlight wracked her mind as quickly as she could. While it was true, she didn’t have a master as the current moment, the appeal of having sex and being bred like every other mare around her for a change was quite enticing. But on the other hand… doing it with female changelings and their magical cocks from this new hive she barely knew a thing about? Leaving Ponyville and all her friends? As much as she hated to admit it, it didn’t seem like quite as appealing an offer. Especially considering the snide attitude those other three changelings carried moments ago. She didn’t want to live with masters like that having access to her holes for the rest of her life.

     	“Starlight? Your answer?” The changeling asked again while looking around frantically.

     	“I-I’m sorry.” Starlight said. “I don’t think that’s something I would want.”

Unbeknownst to the two of them, a changeling spotted the two of them from the air above.

     	“That isn’t something you would want to do?” Seta asked again.

     	“Right.” Starlight answered.

     	“Good…”

     	Without any warning, the changeling grabbed a hold of Starlight’s shoulders. The unicorn didn’t have a chance to struggle as the changeling’s horn began to channel an immense amount of power, preparing for a long distance teleportation just for the two of them.

     	Neither of them noticed the nose diving changeling shooting down at them as the world changed in an instant around them.





     	Starlight finally managed to blink and react in surprise, Seta allowing her to jump up and backwards as the mare took in their new surroundings.

     	It was safe to say she was no longer in Ponyville anymore… the sprawling town and sunny outdoors was gone in a flash. But at the same time… it didn’t quite seem like what Seta had offered her before either.

     	Taking in her surroundings, Starlight noted she was in a… large luxury suite hotel room? An elaborate rug, high priced furniture, modern design, crystal chandelier, glass decanters, heart-shaped king-sized bed… it was all there. Even one of the four walls of the room was made entirely of window looking down onto the bustling streets of… Manehatten below?!

     	“Alright, what in the Tartarus is going on!” said a changeling. Not Seta, but an extra passenger that had apparently hijacked his way into Seta’s teleportation spell at the last second. Whoever it was, they were currently slumped upside down against the wall on their backs, apparently not having dealt with the sudden change in scenery that well, given his momentum before. To Starlight’s relief, this changeling was male! One from Chrysalis’s hive!

     	“SERIOUSLY?” Seta groaned in a massive frustration, glaring at their unexpected guest. “For goodness sake… I put weeks of planning into this. Why are you even here?”

     	“Well, in case you’re wondering why I’m here-”

     	“Yeah… I just asked that…”

     	“Sorry… still a little woozy from that bump to the head. Think I should go lie down for a second,” The changeling said, unscrambling himself from the wall and walking over to the heart shaped couch as he flopped down. Starlight rushing over to his side, feeling rather safer next to him rather than the other at the moment. “Owwwww…. What are those walls made out of… metal?”

     	“Are you ok?” Starlight asked, taking a seat on the bed next to the male changeling.

     	“Oh…. I am now,” The changeling grinned as his eyes locked onto the beauty of a mare staring down at him from above. Especially the two plump milk melons for tits that hung freely and exposed from her chest. “Name’s Tylus… nice to meet you.” He said, offering a hand for her to shake while the other snaked around behind to get a plump feel of her rump.

     	“It nice to meet you – oh!... too,” Starlight giggled, a slight blush crossing her cheeks. Wanting to be respectful she made no effort to stop or impede the changelings adventurous hand. Seta, on the other hand, had no such desires to appear in such a way. She stomped up to their side, tapping her foot, ever so annoyed.

     	“Oh right, you,” Tylus rose back up to his feet. “Sorry to rain on your parade, slut of hive Nexia… but I noticed the magical tracker signatures from a few of the mares around Ponyville vanishing all of a sudden during the event.” The changeling poked the sex slave collar Starlight wore around her neck. “All of their collars have one in them. Helps us not lose track of them… funny how often they don’t work though… Anyway, I knew no pony in town would be dumb enough to leave NOW, during this event, of all things, so I decided to look around for some shady activity. And I think I found it…” He said, glaring at Seta. “As nice as the idea for this event was, it did leave us open to some foul play. But it was no challenge for me really… I am vice senior detective from Chrysalis’s hive.”

     	“Really?” Starlight asked.

     	“Well… no… but you did believe me for a second. You saw it right?” Tylus asked Seta, pointing at Starlight. “I’ve been considering using that one as fake occupation. Was wondering how believable it sounded. Really rolls off the tongue, you know?”

     	Seta gritted her teeth in irritation. Even now her sisters had screwed her up. She had not counted on any changeling checking those channels during the event and she really hadn’t counted on any of them caring about such a thing when there were hundreds of unclaimed hungry pussies to be fucked. Something was wrong with this changeling.

     	“Well anywho… now that the day is saved and your master plan to kidnap this sexy and innocent mare is foiled I think I will be taking her back to Ponyville where she belongs…” Tylus proclaimed, bending over and hoisting Starlight over his shoulder like she weighed little more than a sack of flour. ”Still plenty of time for her to be abducted by a man… hint, man… like she was supposed to be. I trust you will see yourself to the nearest police station for proper prosecution and punishment?”

     	“Wait!!” Seta burst out, just as Tylus preparing a teleportation spell back to Ponyville. “She can’t go back!!”

     	“Why not?” Starlight and the male changeling both asked in unison, exchanging glances with each other.

     	Seta released another deep groan as she herself collapsed on the bed, her arms falling to her sides. “If you leave now, then I’m done for…”

     	Starlight pushed herself off as she slowly dropped down from the shoulder of her changeling savior and took another seat on the bed next to the woman. It was quite obvious she was in distress and was in need of assistance. Besides, as shifty as her actions were, nothing here really shouted out ‘evil’ to her.

     	“I-I’m willing to hear you out… and maybe even help you,” Starlight said, her voice as caring as any mother. “But please, you have to tell me what’s going on here. I can’t help you if I have no clue what’s happening.”

     	Seta let loose a resounding sigh. Her thoughts shooting back to before this had all even begun. Nexia had warned them of ponies and their almost cult like addiction to “friendship” of all things. You could kill their mothers in cold blood and they would still find a way to forgive you the next day. Before you knew it you were entrapped in their social circles, doing nothing besides gushing about your feelings and rainbows to each other all day. She guessed this was just the start… even so, it was nice in its own way.

     	“You can’t go back to Ponyville because… those other sisters of my hive will actually kidnap you. You know… those ever pleasant bitches you saw before we left? They have a list of targets and aren’t used to or allowed failure. Trust me, the place they are bringing your kind will not be as nice as my setup here.”

     	“So you’re saying she’s in danger?” Tylus asked with a raised brow. “Ponyville has its own group of changelings keeping watch over the town from any threats around the clock. In fact, we are helping safeguard all of Equestria from threats. We would protect her.”

     	“When I say they aren’t used to failure, I mean it. Unlike your so called ‘queen’, ours strives for perfection above ALL else. Starlight Glimmer here… she is a prize mare of importance, not something our queen is willing to have taken from her collection. They won’t just take any run-of-the-mill pegasus or earth pony. She will capture this mare, either under your noses or through brute force. Not to mention my hive is adapt in mind magic. I doubt any of you have the proper skills in order to defend against it. Unless you are all willing to have an eye on her 24/7 she will be taken. But why would you even do that when none of you even cared about her enough to be her master!”

     	“Hey, don’t try to turn this on us now…” Tylus started.

     	“But if you don’t want me abducted by her hive… what exactly are you doing abducting me here? You are part of Nexia’s hive after all…”

     	“Actually… I am not anymore. As of now I am officially and forever marking myself as a defector.” Seta announced, to the surprise of the others. “I’m renouncing my claim to her hive and my family… which as you can imagine, doesn’t go over so well with them. Traitor is the word they would use.”

     	“So that’s what this is. A hideout.” Tylus remarked, taking in the entire luxurious room with an approving whistle. “Not bad, I’d say.”

     	“I’ve spent weeks preparing this room for this exact moment! Sealing off the doorway with a solid wall, shielding the room with layers upon layers of barriers, studying the spells for the tracking proof seals, even wiping this room’s existence from the memories of all the staff!” Seta went on. “All I wanted was a single mare to have to my own while the heat died down… We would feed off each other’s love for as long as it took… We wouldn’t even have to leave this room! And in turn, I would have saved her from my queen’s clutches.”

     	The realization finally dawned on Starlight. It was true, thanks to the aura changelings brought with them, that changelings drew sustenance and strength from the love of others around them while also allowing mares to draw sustenance from the cum they swallow down and ingest, removing the need for conventional food and water completely. But doing that for days in and out with this changeling… actually… that didn’t sound that bad. From the stories she had heard of the depraved changelings, they could spend a lifetime keeping you entertained and satisfied with sex alone. She prayed there was actual truth to the tales.

     	“I think we should help her,” Starlight said with a growing confident smile.

     	“Really?” Tylus and Seta asked in unison. Seta for once allowed a large grin on her face, her cock giving another twitch in turn.

     	“Well… yeah,” Starlight went on. “I’m always happy to help out someone in need. And to be honest, I don’t have a master yet… so I really wouldn’t mind the sex either. I’m kinda… sorta… really out of practice.”

     	“Thank you!” Seta purred in appreciation, embracing Starlight in a deep tender hug. “I promise you won’t regret this. I will take great care of you… You won’t want to even leave!”

     	“Well… I’m not leaving.” Tylus hissed, folding his arm across his chest.

“Goodbye!” Seta waved him away.

“I’m serious! You think I’m just going to let you waltz into my home territory, steal one of my town’s mares, and expect me to believe your little story about how you are so on the up and up? I don’t think so, missy.”

Seta rose from the bed, glaring at the fellow changeling who had stolen her complete victory away at the last moment. “Don’t tell me you intend to spill where we are hiding… You would sacrifice Starlight’s fate and security just to bring me down as well?!”

“Well… no,” Tylus admitted, scratching his head in thought. “But you can’t exactly expect everyone to be trusting of your kind. Especially if you pull stunts like this without asking. If you want this deal to go through… I want to make sure this mare with a delicious piece of ass is going to be well taken of. So I have no choice but to watch over you both for a while.”

“You can’t be serious…” Seta spat, obviously wanting this changeling out of her life as soon as changelingly possible.

“Besides… Starlight is an untrained mare… I wouldn’t mind helping her out in the meantime and showing her the ropes of how a proper mare sex slave should carry herself.”

“Hey now... I’m not that bad at it.” Starlight called out, hopping off the bed and crawling seductively over to the two disputing changelings. “I know what this collar signifies my place is,” The mare cooed, taking position at Seta’s feet and smiling upwards.

“You see? A perfectly trained and behaved little slave.” Seta beamed happily, petting Starlight’s hair with affection.

“Oh really now?” Tylus said with a raised brow. “Let’s put her skills to the test then.”

“If that will get you out of my hair any sooner…” Seta grumbled. While she never planned on an encounter, she knew the other drones would be a pain in her ass… but this was just ridiculous.

Tylus held out his hand as his horn glowed with a green hue. With a puff of smoke a simple vial popped into his hand, full of a strange clear liquid. “Pretend I am your owner, Starlight.” He said while offering the vial to the unicorn, who took it in her hand and stared at it questionably. “Drink it.”

“What is it?” Starlight asked.

“Awwwwwww, damn it, Starlight!” Seta growled in frustration with a stomp.

“HA! Told you!” Tylus gloated in triumph at his fellow changeling. “Sucker!”

“Wait… what?” Starlight asked back to her confused and lost state. “What did I do wrong?”

“You shouldn’t have wasted time and questioned your master! Just drink the stuff,” Seta grumbled, “if it’s important for you to know, they will tell you beforehand.”

Starlight thought back to her initial days of training and how complete and total obedience was always stressed when it came to a mare’s master. Part of her couldn’t believe she had let simply curiosity get in the way of that… “I-I’m sorry…”

“Don’t fret it, Starlight,” Tylus reassured her. “Most mares fail that one too on their first try… And since you asked… it was just water.” He said, turning the vial over and pouring the contents into his own month. “Mmmm… disgusting. Guess I’m staying to officially train you then!” With that, the changeling proudly sauntered over to the nearby couch, plopping down and quickly making himself at home.

Seta groaned again before leaning down to Starlight’s level. “Don’t worry,” She quietly whispered in her ear. “Just play along for now… As soon as I get into this idiot’s head, he’ll forget all about us and be left back in that Ponyville town with the largest headache of his life…”

Starlight nodded, though slightly on the fence about what Seta had just proposed. It didn’t help that complete obedience was just stressed to her. Hopefully, this wasn’t another test.

“Come on over here, Starlight,” Tylus said with wave, to which Starlight quickly crawled over on her hands and knees around the couch until she knelt before the changeling’s spread legs. “Good,” he said with a grin, staring down at the attractive mare who had his complete attention. It was moments like this that made his life worth living. “Are you ready for lesson two then?” Starlight nodded attentively. “Alright… well I’m not going in any particular order here, but it’s customary when your owner invites some of his guy friends over that the women, you, first offer to fetch them all a cold beverage, and second, duck under the table they are sitting at and give them a quick blow job.”

“Oh I’ve heard of this one,” Starlight beamed, her hands flying to Tylus’s pants and began to slowly undo them, pulling them down until the changeling’s rock solid member popped free of his confines. The very sight of such a massive meaty and girthy member caused Starlight to shudder with joy before catching herself as she finished lowering the changeling’s pant. “It’s normal for us mares to swap partners, usually sucking off the guests’ cocks while their slaves suck off my owner.”

“Mmmhmmm, that’s right,” Tylus said with a nod as Seta looked on over the scene, intrigued. The purpose of the swap being a cultural norm by which the two slaver owners demonstrate the oral skills their best slaves have perfected under their roof. It was basically bragging rights to show what they had to wake up to every morning.

“We work them off either slow or fast, depending on how long we think they are going to be sitting,” Starlight went on. “Work the balls, put some effort into learning what they like and memorizing it for future use. And when they cum, always make sure you swallow every drop.”

“Common decency,” Tylus added. “That and you need to be fed something.”

“Afterwards, we thoroughly clean their cocks of every last bit of cum… I like to give them a little kiss on the tip at the very end,” Starlight admitted with a slight blush. “Then we put them back in their pants and play with the other idle slaves while we patiently wait for the men to finish talking. Never making enough noise to disturb them and also keeping an open ear out for anything else they may wish for us to perform. Depending on the individual or the meeting, we may have to end up sucking them off several times, if not more, through the course of the night.” Hard but rewarding work that always put a smile of her face.

“Impressively thorough…” Tylus noted, even Seta giving an impressed nod. “It’s good to see you at least have a complete grasp of the basics on this topic.”

“Well… a purple friend of mine was a pretty good teacher,” Starlight blushed. “S-sure, every time she gave me a parchment and quill then told me to take notes while I watched an alicorn and dragon go at it like animals was a tad aggravating… but I can’t complain!” The unicorn quickly caught herself before running off on another tangent. Without another wasted moment, she diligently parted her lips, taking the head of the changeling’s member into her inviting mouth.

“Mmmmm… that’s a good mare. Put that mouth of yours to good use.” Tylus groaned, placing an encouraging hand on the back of the bobbing’s unicorn’s head, who happily sucked away at the meaty rod in stride.

“Seems like I was fortunate in my pick…” Seta noted, although slightly peeved her prized pet was tending to another cock first rather than her own.

“You want to lose that cock and dress so you can come over and join my new best friend?” Tylus called out to the other changeling with a sly wink. “There’s more than enough room for the two of you girls.”

“Hey! I-I’m not one of your sex slaves!” Seta stammered in embarrassment, giving the floor a tiny stomp.

“Oh, that’s right… none of you girls from that hive have been collared yet…” Tylus noted, spotting the unmistakable bare neck of the changeling. “Were you all planning to hold it off for a massive public collaring event? Maybe where all of you strip, drop down onto your knees, and let the guys from my hive attach one to your necks, break you all in on stage, then taking you home as our newest caged toys… That does actually sound like a nice idea now that I think about it. Great thinking my fellow love feaster!”

“My hive would never in a billion years consider submitting ourselves to becoming Equestria’s sex slaves!” Seta exclaimed, her cock giving a full twitch as if in agreement. “We all intend to live in this land as not only free woman but slaver owners!”

“Really now….” Tylus noted, his face conforming into the spitting image of silent disapproval. “I hope Nexia and her minions weren’t planning on being liked by the citizens of Equestria with that attitude. A notion like that is just seriously offensive to mares everywhere.”

“How in the wide world of Equestria is that offensive to anyone?” Seta asked with a hiss, the other changeling not seemingly surprised that he would have to explain it to her. Starlight meanwhile listened in on the conversation as she continued to suck away the delicious cock, but didn’t let it distract her from her task.

“Well… for one, you have this wonderful land of Equestria full of women… Earth ponies, pegasi, unicorns, heck even their alicorn leaders, all of them believe that their gender’s proper place is sexual enslavement under a thick powerful cock. Even my hive’s own queen believes her place is under men and has gladly accepted a sex slave collar… more or less. But in stroll these new women who think they are so above that. That they deserve to be on the same level as any other stallion or changeling of my hive, unlike every other woman in this wonderful land. Tsk… it’s deplorable is what is it… What do you think about this, Starlight?” Tylus asked, pulling the mare’s almost suction cup-like mouth off his slick member with a loud ‘pop’.

“Actually I don’t really mind. I’m o-open to seeing how an all non-enslaved female hive of changelings can turn out,” Starlight panted after swallowing down a fresh helping of pre, her eyes never straying from the wavering cock in front of her. “Equestria has a pretty large cock shortage as far as I know.” With that the lusty unicorn quickly dropped back down to bobbing along the changeling’s length, extra eager, hoping to make up for her disagreement that may have upset the man who had been kind enough to let her suck his cock. While Starlight was well aware it was frowned upon to disagree with one’s master, she also had learned the benefit of honesty from ponies like Applejack. Equestria did have a massive cock shortage. Too many holes to fill and not enough stallions and changelings to go around to fill them all. Hence, one of the many reasons of her lack of a master before today. Ordering an entire hive of futa changeling woman to join the ranks of mare sex slaves would only add to the problem rather than work to fix it. And besides, had Seta been an enslaved slut like her, she wouldn’t be here in the first place!

“HA! You heard her! She doesn’t mind if we take your role,” Seta laughed. Her horn ignited with magic, enveloping Starlight’s nude body with its glow. It yanked her upwards, off the grumbling Tylus’ cock, turning her around and flying her straight towards where she stood. Seta caught her, not allowing the unicorn’s feet to touch the carpeted suite floor, but rather holding her in place with her strength. Her magic wrapped Starlight’s arms around her neck before fading. One hand of the changeling hugged Starlight’s back while the other groped the perfect plump sphere that was her butt, leaving the unicorn’s dripping marehood mere inches away from being impaled on a ridged fuck spear below. “Mmmmm, I knew I saw something special in you, mare.” Seta moaned as she gazed in the eyes of the longing mare. “Pay the fool little attention. In truth, his kind is just afraid that a bunch of women know how to use their tools as well as they do!” The changeling craned her neck forward, forcibly kissing the mare she held in her clutches.

Starlight, still slightly startled by the sudden change in position, managed to quickly adapt and return the kiss in full force. It was quite similar to when Twilight kissed her, she had the initiative and set the pace. Seta’s lips were smooth, pressing into her own with familiar lustful hunger as their tongues twirled with each other in a passionate display. But every time Starlight appeared to gain an advantage, her lover would deal her a sharp nip with her teeth, causing her to pull back. It took almost all of Starlight’s concentration to keep up with love creature’s aggressive tongue tactics. Seta on the other hand had attention to spare, her horn glowing as she magically groped the two massive swaying tits that the mare so proudly bared. On top of that, more and more of the pink magical aura was pooling around Starlight’s head, playfully pushing against it, almost as if wanting to be let in…

A full minute had passed before the changeling pulled back, prying their lips apart, much to the disappointment of the unicorn. “What delectable udders…” Seta cooed, as her magic so freely inspected her new toy’s breasts, getting an ample idea of their weight and feel. “Let me guess… before the invasion they garnered the majority of the attention you attracted.”

Another pink blush crossed Starlight’s cheeks. “It’s true…” Even at a young age Starlight had noticed stallions who had thought themselves sly sneaking peeks at her breasts. Not to mention quite a few mares were caught eyeing them in either lust or envy. In a way, her breasts were even a manner of her learning of her untapped magical potential. It had always been a rumor widely accepted as true for as long as Starlight could remember… though not so favorably stated by certain mares… that a unicorn’s magical power was in a direct correlation to her breast size. Because of this, unicorn mares with larger boobs were unofficially accepted more often into places like Celestia’s School for Gifted Unicorns, though the schools themselves would always deny such claims. These CSGU unicorns were also much more likely to attract a mate in their lifetime. That wasn’t so much due to their practiced magical abilities, but more so the fact that most stallions preferred huge tits on their mates.

     	“Mmmmm… that’s wonderful to hear,” Seta moaned. It was great even before stallions were taught how to properly treat a mare during the invasion that they had their eyes aligned to what mattered most. From the way Chrysalis’s hive had described it, before their invasion Equestria was a literal living hell.

     	Seta’s cock almost seemed to twitch in impatience, begging to explore the insides of this new mare it had yet to claim. All the while Tylus grumbled in annoyance as he watched the pair in an admittedly hot display. He was willing put up with her stealing his mate for now… seeing as he would be the last one in the world to complain about some girl on girl action.

“I guess my lower head is eager to get started as I am…” Seta cooed. “Fine… enough foreplay… it’s time for my new favorite mare to experience pleasure the likes of which she’s never known.”

With almost agonizing slowness the changeling relaxed her grip on the mare, lowering her hips downwards until the bulbous head was just barely prodding at the entrance of her vulnerable soaking pussy. Seta savored the panting face of a mare wanton and squirming with need one last time before allowing the woman to sink further down.

“OOOOOOoooooo…” Starlight gasped in joy as the flared tip pushed against and parted her velvety folds. It didn’t stop, Seta’s member went even deeper inside. The changeling cooing in an equal display of pleasure as she felt her cock growing warmer and wetter as it slid into the tight canal.

“Mmmmmmm, I can just tell by the ways your walls hug me this is quite the welcoming passage from a mare truly addicted to sex… Any experienced changeling who had taken one plunged into these folds would have realized you were a keeper!” Seta cooed.

“Well I would have gotten to that part if you didn’t interrupt us!” Tylus groaned from the side. Not that Starlight had noticed. Time for her was practically frozen as the rest of Seta’s cock gleefully slid into her womanly depths. Had either of them looked down they would have noticed a slow-forming bulge appearing on Starlight’s otherwise flat stomach.

The heat she felt coming from her insides was incredible! Pure heat radiated out from her walls. Needless to say, it wasn’t a feeling Starlight wanted to lose anytime soon.

Seta dropped the mare’s hip, allowing the quivering soaked lips to easily part as the fleshy cock slid past them and into the deepest regions of the unicorn’s sacred place.

“OHHHH FUCKKK!!!” Starlight groaned, her hips intensively beginning to match the changeling’s already overly aggressive thrusts despite the sudden change in position she was just faced with. It had been far too long since she had experienced this pure sensation.

“Thatssss right my little pony…. moan for your master. Show me your body knows what it was meant for…” Seta cooed, her horn glowing again as a pink magical stream connected between it and the unicorn’s head. The magical aura was really pushing at Starlight’s head, desperately wanting to be let in now.

“YESSS!! YES Mistress! Harder!!” Starlight screamed as more of the pink magical energy enveloped and held her body comfortably in the in the air. Seta’s hands assumed a full time roll molesting the flailing milk mammaries that happily bounced on Starlight’s chest. Seta’s magic took over pumping the mare up and down along her throbbing cock as if Starlight was little more than a pony-sized fleshlight. It drove the unicorn wild as the red hot futa-cock struck every pleasure spot in her pussy repeatedly, making her spasm and grip her lover as she moaned obscenely, unprepared for the extremes of pleasure radiating through her. Starlight shivered in renewed lust as she felt the flared tip of the changeling’s cock brush up against the entrance of her womb.

“Heck… tired of waiting…” Tylus muttered as he rose from the couch and approached the pair.

“W-what do you think you’re doing?” Seta asked, tilting her head to peer around the unicorn at the changeling taking position behind Starlight. Only once did Starlight’s eyes bulge open did she receive her answer.

“OOOOOH FUCK! T-TO MUCH!!” Starlight screamed as a second cock penetrated her pussy lips. Her walls spreading with ease, thanks to the aura, but still opening the mare’s hole wider than ever.

“Mmmmm… that is tight,” Tylus groaned as the two cock pumped into the mare’s abused cunt in unison.

“Pull out of her!!” Seta spat, though neither of them slowing their thrusts in the slightest. Tylus’ magic had even also taken hold of Starlight, should Seta’s magic fade. “Just use the other hole you idiot!”

“You’re welcome to pull out…” Tylus said with a wink.

“Not on your life…” Seta hissed. “Her womb is MINE!”

Starlight moaned and screamed constantly as the duo changeling pair continued their unrelenting assault, all the while glaring at each other. Pleasure battled with Starlight’s mind with each powerful thrust, each one throwing it a little further off the edge. As nerve wracking as being the plaything of two angry and masterful lovers, the brief thought of them both breaking down her final barrier, pounding deeper than any cock had before, then flooding her fertile womb with their thick depraved cum was driving her to the point of insanity. The magic holding her as well as the changeling’s hips began to speed up as they started to jackhammer their cocks into her womb. Long, hard, and deep pumps that brushed against the back of her womb as her velvety walls did all they could to squeeze tight the duel members invading it. The two changelings were somewhat distracted now as both of them began to groan in hopes of an imminent release.

Starlight’s last moan was cut short as her body, mind, and soul finally yielded to the unrelenting assault of the two cocks’ might. The dam of tension she had been building inside her erupted as she came, harder than she’d ever cum before. The unicorn flailed and spasmed around, limbs fruitlessly struggling against the magic that held her quivering body in place, not allowing it to disturb their efforts as the two cocks invaded her vacant womb.

Feeling the loving depths of their pet cum around their shafts, the two changelings could not hold back their release any longer. With a trembling groan, Seta and Tylus both hilted themselves as deep as their cocks could manage. Their balls squeezing up hard against their shafts as seed surged forth from the depths within, causing the two shafts to swell even larger inside the gripping confines of Starlight’s walls. The unicorn’s cries echoed throughout the room as Seta’s magic sank into the mare’s head. All the while two white hot streams of seed burst into her depths, flooding Starlight’s innermost and sacred place with pure unadulterated egg-seeking cum. The two cocks were far from done as dual stream after stream poured into her womb, Starlight’s cunt involuntarily doing all it could to milk the two shafts, the pony herself having passed out due to being unable to safely fall from the pinnacle of pleasure. The two masterful lovers groaned in ecstasy as their cocks’ payloads were emptied into their slave. The mare’s stomach slowly expanded to accommodate the sheer volume of more than double of what it had experienced before. Starlight’s belly looked a good nine months pregnant before the two cocks were even near dumping their sticky loads into her.

Tylus and Seta both panted in shared exhaustion as they took their separate turns giving the mare a few extra weak thrust, ensuring every drop of their cum was residing within their toy.

Almost disappointedly, Seta pulled out, followed by Tylus. A quick magical plug was cast on the mare’s pussy preventing a single drop of their mixed cum from leaking out of the pony.

“H-holy heck that was amazing, Starlight,” Tylus gasped. “Knew there was something special about you.”

“She’s not conscious, numbskull!” Seta responded annoyed, firing off the last few ropes of her cum onto the pony’s tits. Sure enough Starlight was sprawled out on the floor, completely motionless. Her eye as well as several other body parts were awkwardly left twitching, and on top of that, a bit of drool was escaping from her agape mouth. “It was your bright idea to double team the mare whose mind isn’t anywhere near accustomed to coping with those levels of pleasure!”

“Right… and you just expected me to stand by and watch as you steal her away and impregnate her all by yourself?!” Tylus replied.

“You had all the time in Equestria to impregnate her yourself before my arrival... but you only start to complain about my claim over her womb once I have her in my grasp?!”

“Jeez! Have you even stopped to think if you’re even the right gender to go around knocking mares up!? That a woman with a dick is unnatural!? If all mares had cocks they would just sit in their rooms all day and suck themselves off!”

Starlight groaned audibly from the floor, breaking the two changelings out from their argument. Upon closer inspection, it was clear the mare was still long knocked out… the sound being the unicorn’s mind still struggling in the mists of the aftershocks of her recent ordeal.

Seta took another look at her fellow changeling, then back to Starlight’s body before sighing. Her horn ignited in a light pink hue as she levitated the unicorn’s limp body from the floor and carried her over to the room’s bed. She lovingly lowered Starlight’s head onto the pillow before pushing her eyelids closed and cleaning the excess of drool up. Another, brighter flash of pink magic followed as her fingers dissolved into what appeared to be a thick cloud of pink smoke. The female changeling took a seat on the bed next to Starlight before leaning in and pressing her smoke fingers into the pony’s head. Her magically transformed digits didn’t stop upon making contact with her skull, but rather seeped inwards through it until it appeared as though the changeling was massaging Starlight’s very brain.

“I’m not sensing any permanent damage inflicted… nothing I can’t fix at least,” Seta rattled off calmly as her fingers worked their magic. “Remarkable, to say the least… Starlight possesses quite a strong-willed character to emerge from all that unscathed. I’ve had to repair a good number of mares’ broken minds who thought it appealing to test a changeling’s pure unadulterated lust one to many times. Starlight on the other hand simply needs a good night’s rest for now. She should be right as rain for additional training tomorrow.” Seta concluded, withdrawing her smoky fingers from the mare’s skull, which promptly faded back into her normal black digits.

Upon turning and rising from the bed, Seta was surprised to see Tylus standing behind her, his once aggressive expression before now replaced with a sincerer look.

“Truce?” Tylus asked.

“I’m listening…”

“A-alright look… I know our two hives probably have our difference… and our queens probably want to see the other’s head on a pike… but that doesn’t change the fact that we messed up here.”

“Yes… fine. *sigh* All things considered I suppose you are right.” Seta sighed. “I apologize… Tylus… sometimes I get so caught up in my hive’s bravado I forget to think as an individual. More so the fact that I should be distancing myself from their mannerisms entirely if I am truly defecting… but it is truly difficult. It’s that only life I have ever really known...”

Tylus felt the urge to ask why she felt the need to leave her own hive… which wasn’t exactly common but not unheard of, but now was not the time. “My hive isn’t my only family now. We have the ponies to look after as well. And under no circumstance should we cause them unwanted harm. Can we please just… agree to put our differences aside for the time being and get along? For Starlight’s sake of course,” Tylus said. “Above all else, as her new owners, we need to show her how to properly behave and why we deserve their trust.” Tylus extended a hand to Seta. “Deal?”

“What are you doing?” Seta asked confusedly, staring at the outstretched hand.

“Ummmm… it’s a handshake?” Tylus responded, tilting his hand. “The ponies use it to symbolize a mutually shared agreement.”

“Oooooh… one of those… My hive has its own custom for such deals…” In a flash Seta was down on her knees. Her soft hand nimbly grasping at the base of Tylus’s shaft and angled it into her open mouth. Tylus didn’t have time to properly react as his cock was enveloped in the warm wet confines of the woman’s throat. Seta skillfully bobbed her head several times along the length, cleaning up and swallowing the remainder of Starlight’s juices that still coated the member.

Tylus was still gasping in a mixture of shock and enjoyment as Seta rose back up to her feet, giving him the warmest smile he had seen her shoot him yet as she wiped her lips clean.

“Ok…” Seta said, grasping at the base of her own futa cock and wagged it a bit. “Now you do me.”

Tylus looked down at the Seta’s throbbing cock that angled up at his mouth. He closed his eyes and smirked.
























“Absolutely not.”
> Secret Admirer's Secrets
> --------------------------------------------------------------------------

Queen’s Mental Log... Entry number #4…

Twilight’s notes, as comprehensive and thorough as they usually are, simply could not have come close to fully explaining the vast entirety of this ‘human’ world. I don’t exaggerate in the slightest when I say I could write a book detailing the depths of every difference we hold ranging from large to the minuscule. The most notable being the advanced technology that every person here seems to possess, even me, seeing as the portal was so kind to provide one in my pockets. It is some sort of… rectangular device that allows two individuals to converse over long distances. You can even send short messages of text, pictures, or videos you took with the device mere moments ago. They vibrate as well, so if I were to wager on the matter, I’d say it also serves a dual purpose as a sex toy for these girls. The creatures here call it an ‘Apple Phone’… the exact relevance they have to the apple farmer I have yet to establish.

“Uggggg! That day could not have dragged on longer! I swear school somehow slows the passage of time!” Rainbow groaned as she and her normal clique of friends walked along the sidewalk and down the city street. “Not to mention Ms. Cheerilee is the biggest pain in my ass when it comes to those stupid lectures! So loud, it’s impossible for a girl to get a single second of sleep in!”

     	“L-language, Rainbow,” Fluttershy urged, taking a quick look back to ensure their newest friend was not insulted by the foul words. Applejack gave a quick roll of her eyes as the meek girl quickly gave Chrysalis an apologetic smile, wanting nothing more than to set a good example for the foreign exchange student.

     	“Oh it’s quite alright, dear Fluttershy,” Chrysalis cooed. “I’ve heard far worse… and I would strongly prefer it if you all acted ‘normally’ around me.” Fluttershy breathed a quick sigh of relief before turning back around, allowing Chrysalis to resume her devious smirking.

     	Given Chrysalis’s extensive research into each of them over in the pony world, it had been child’s play to approach these girls and appear as a model ‘dream’ friend. Likes, dislikes, pet peeves, dreams and aspirations… even the darkest most perverted depths of their imagination… It was encouraging to learn that their human versions just happened to share almost the same exact personalities. With that library of knowledge behind her, she could confidently say she knew everything there was to know about them… except… this one new girl that walked with them. Each face she encountered at this oversized school she could pin to a pony equivalent back in Equestria… but not her. This ‘Sunset Shimmer’ wasn’t a third wheel in the gang either. She walked with confidence, style, and determination, like she belonged just as much as the others did. Chrysalis had a feeling she would have to tread carefully around this one.

     	“So, Twilight, how’d that test of yers go?” Applejack asked.

     	“Oh, that thing? There wasn’t really anything noteworthy of it. It was piece of cake! At one point I was even getting worried because all of the problems were so easy… I thought they may have been trick questions.”

     	“Heh, well you did text me that you were up during the late hours of the night over-studying for this exam,” Sunset laughed.

     	“An A on a test is a reason as good as any for a party!” Pinkie Pie shouted to the clouds. “I’ll whip up something nice once we get to your house, Twilight!”

     	Meanwhile, Chrysalis continued to walk from the back of the pack as she continued to scheme away. The idle banter from the close group of friends fading away as her mind went to work.
 
      	It seems as though my mission here will not be as complicated as I previously suspected. Differences of this world and this ‘Sunset’ variable aside, I feel as though I understand everything I need to know about this world. One trick that I’ve learned that will surely come in handy is when you are attempting to convey to another that they should be properly behaving in the manner exemplifying a more idealized world the speaker imagines… you don’t use logic or reasoning to convince them, but rather you simply state the current year. It’s bound to make my job easier at the very least.
 
      	“Seriously?!” Rainbow practically gagged ahead of Chrysalis as she scrolled through her Instagram on her phone as she walked. A picture of Lyra and Bon Bon on the beach was seen. “Is Bon Bon seriously wearing a one-piece swimsuit in this?!! Come on girls! It’s 2017!!”

     	Fascinating… Admittedly it is a noted difference these girls shared in comparison to their pony counterparts but irrelevant in the greater scheme of things. What matters is that I establish whether or not these ‘human females’ share the same crippling addiction to lust, sex, and cock as the mares do. Only then will I be justified in dragging them all back through the portal and showing them what a REAL culture looks like. Something these creatures don’t even know they lack. As it stands now, I’ve been told we are walking to Twilight’s house to ‘hang’ and ‘chill out’… what in the freaking hell is that even supposed to mean?!





     	Finally, the group of eight arrived at Twilight Sparkle’s home, which was otherwise vacant of her brother and parents. The girls were as thankful as ever to be giving a rest to their weary feet as they plopped down in the living room after arranging the furniture in a circle. Chrysalis joining them as a smiling and attentive friend, but eyes remained glued on her targets in a constant search for something, anything, she could use.

     	“So… Chrysalis,” Rarity started, “I hope your first day at CHS was a positive experience. I do know how hard it can be in your shoes, feeling like an outsider…”

     	“Oh no, it was simply divine,” Chrysalis replied regally. “Everyone there was so very welcoming.”

     	“Ha! Yeah, they are pretty awesome nowadays,” Rainbow chuckled, as Pinkie Pie hopped into the room with an armful of soda and cupcakes. The others grabbing their fill as they turned their attention to their new friend.

     	“So what is it that you do for fun where you’re from?” Fluttershy asked.

     	“Oh me? Nothing special I guess,” Chrysalis replied with a shrug. “After school gets out I sometimes go to the spa and get a makeover, sprint a few laps around the track, go to some parties I’ve helped set up, or maybe just go home and tend to my personal apple orchard after taking the dogs at the animal shelter out for a long walk.” She spoke as though it was the most normal thing in the world, which was easy enough given her extensive experience in the art of acting and espionage. She could practically hear these girls and their growing interest in her. “And I also like to fly kites…w-wait,” Chrysalis paused for a moment, taking another look at the girls present in the living room. “Scratch that. I’m not really that interested in kite flying. But enough about me, girls, I want to know everything about you…”

“That’s… that’s quite a convenient list…” Sunset Shimmer remarked from the side. A suspicious brow raised in slight disbelief.

     	“Oh, is that so?” Rarity asked quite eagerly, her face still beaming warmly having realized she had potentially discovered another spa partner to drag along to her daily sessions.

     	“What I want to know is,” Chrysalis said, her face contorting into a naughty grin as the other leaned in, “do any of you girls have a special someone in your lives?” One of the most annoying aspects of this human world so far was that girls were so focused on unimportant details their lives seem to be centered around! She had yet to see a single conversation revolving around sex at all! Not even as much as a small dirty innuendo. But, hopefully, she could steer things back into the right direction. Her desired end goal being a massive girl on girl orgy… or at the very least some nudity!

     	“Well… actually,” Fluttershy started, pushing her two index fingers together as she averted her gaze to the floor. Her cheeks burning in a fiery red blush. All the others, barring Chrysalis, staring slack-jawed at the shy girl in shock.

     	“YOU!?!” Rainbow Dash exclaimed. “You have a boyfriend?!”

     	“Well… not exactly…” Fluttershy muttered, so quietly it was practically a whisper. “It turns out I maaaaaay sorta kinda have a… secret admirer.” Her friends all gasped in shock and awe. “I-I don’t know who he is… but one day I walked outside my house and saw he had left me this adorable stuffed bunny rabbit with a cute red heart hanging from its ear!”

     	“Awwwww!” Pinkie Pie cooed lovingly. “An early valentine’s day present!!! How sweet!”

     	“I put it onto the dresser in my bedroom so it’s one of the first thing I see every morning when I wake up.” Fluttershy squealed happily, obviously she was experiencing a warm fuzzy feeling inside. “I’m still waiting for something else to happen… but it’s been a while. D-do you think he’s shy? I think he’s shy. He’s probably shy…”

     	“Or maybe he’s just afraid of what’ll happen if he shows his face…” Applejack said, staring at an overly protective Rainbow Dash, punching her hand with her fist.

     	“Ehhh… he doesn’t seem that that great to me,” Rainbow muttered.

     	“It’s the oddest thing…” Rarity spoke from the side.

     	“What is?” Pinkie pie asked.

     	“I was about to say… I also seem to have stumbled upon a secret admirer for valentine’s day,” Rarity replied back looking a tad confused. “And he also sent me an adorable stuffed plushy. But it wasn’t a bunny, but a stuffed green emerald. I didn’t even know of anyone who sells such a thing! I figured it had been custom made just for me.”

     	“Awwwwww! Double love! What are the odds!?” Pinkie exclaimed in her typical exuberant fashion, bouncing up and down around the room. “Love is in the air! It is in the air! I can feel it!!”

     	Chrysalis sighed inside her own thoughts. Secret admirers… Disgusting; the practice only represents the failure of a culture! The fear that an intimate relationship with someone else can be so mocked by their heartthrob or peers that one would feel the need to be secretive about… it’s a disgrace of the highest order! But… given the current shortcomings of this world I’ve seen so far, I suppose it will have to do for now. Hopefully whoever these ‘secret admirers’ are they have decent enough cocks to ravish these girls into servitude… if they ever get to that point before they all die of old age.
 
      	 “It’s the oddest thing…” Twilight interjected. “I-I… received a stuff animal from a secret admirer as well. A fluffy brown teddy bear… But that was a long time ago, back when I still attended Crystal Prep and before I started dating Timber.”

     	“Woooowzaaa!” Pinkie Pie cheered.

     	“Whoa! Hold up! We’re just learning about this now!?” Rainbow exclaimed in disbelief.

     	“Actually… I never heard from him again after that,” Twilight spoke. The expression on her face attracted the full attention of the human changeling sitting across from her. Twilight didn’t seem to share her friend’s sudden excitement over this news, but now it appeared as though the girl was deep in thought. Chrysalis raised a curious brow as Twilight turned her gaze towards the stairs in the direction of her room. “Ummmm… excuse me for a second, girls.” Twilight said as she slowly rose from the couch and climbed up to her room.

     	Pinkie Pie shrugged to herself as the bookworm left before singing out, “Fluttershy’s going to have a boyfriend! Rarity’s going to get one too!! A classy, elegant fellow who’s sure to make her swoon!! Maybe they double date and share a room!”

     	“Fluttershy got a secret admirer plushy… Rarity got a secret admirer plushy… I got one too…” Twilight muttered to herself as she stroked her chin walking upstairs and through the empty halls of her house. “Is it too common to be a coincidence or am I just being paranoid? … What else could it be? We either all have the same secret admirer, or all the guys in this town think sending a girl an anonymous stuffed animal is an easy way to get her to fall head over heels. Or maybe… something else is going on here. I really hope that isn’t the case…”

     	The door to Twilight’s room creaked open as she peeked inside. It was empty, not that she really expected it not to be. The room sat quiet and undisturbed since she woke in the morning, and her family knew to stay out of it entirely, besides her mother who regularly cleaned it.

     	Twilight walked along the perimeter, her fingers idly grazing along her many belongings. She soon arrived at the one shelf in her room that didn’t hold an armful of books filled with top tier egghead material. On it, there were a few trophies she had won from a local science fair, a couple of medals for outstanding academic achievement… and a lone teddy bear, sent by her apparent secret admirer.

     	Undoubtedly, it was cute. It had its arms drooped at the sides, an adorable black button nose, and a dashing red bow tie. Twilight gave herself a quick embarrassed giggle. “I guess I was just being paranoid… Come here you,” she said, grabbing the stuffed animal and hugging it tightly to her chest. She never could bear to get rid of the thing, even though the secret admirer who had given it to her must’ve fallen through.

     	As she was in the midst of her loving embrace, however, Twilight’s fingers brushed against something odd on the bear’s backside.

     	“Huh?” Twilight pulled the animal back and turned it over. There was a series of stitches present on it. Handmade, not looking like it was from a machine or otherwise needed to hold the bear together. And it wasn’t like Twilight could recall giving the plushy back surgery before…

     	Growing more curious by the moment once more, Twilight reached over and grabbed a pair of scissors lying on her nearby desktop.

     	“Sorry about this, Bearington Bear,” Twilight said as she snipped through the stitches holding the folds of the stuffed animal’s back together. With them open Twilight poked her hand inside. Her fingers quickly made contact with something hard, not white and fluffy like the cotton he was stuffed with. Working her fingers quickly, she soon pulled the object out from within the bear. What she saw made her heart freeze to a slow and stuttering halt.



     	There had been a CAMERA inside the stuffed animal?!?

     	Twilight dropped the bear, which landed with a soft thud on the floor, the girl herself losing her balance as her legs gave out and dropped her to a W sitting position. There wasn’t a single part of her that wanted to believe what she saw… that this was something else entirely. But all evidence pointed to it being a camera… The lens of the bear having disguised itself as one of the stuffed animal’s beady little eyes. This was a nightmare!

     	Twilight’s heart had restarted itself, and was now beating a thousand beats a minute. Pumping blood to her brain that was already whirling in a maze of differing scenarios. None of them leading to a positive outcome…

     	M-my friends!! They… they must have one of these things in their homes too!! I have to warn them!!!
 
      	The life returned to her legs in an instant as she jumped to her feet and sprinted for the door in a mad dash.

Bzzzzt Bzzzzt

     	Her phone suddenly caught her attention as it vibrated against her leg. Twilight quickly pulled it out of her pocket to check what it was as she made her way out into the hall. She had received a text message… not from any of her friends or family members… but from an anonymous number she had never seen before…

?????: I wouldn’t do that if I were you…

     	Twilight came to a screeching halt as her mind processed the text. Her entire body chilling to the bone as goosebumps settled into her skin. Her trembling fingers tapped away at the phone as she sent a reply.

Twilight: Who are you?!? What do you want from me?

?????: Can’t you tell? I am your secret admirer! But, it doesn’t matter exactly who I am. You’re the only one that matters here… Twilight. And I already know so much about you...

     	Not a moment later a series of photos were sent to her. The contents of which caused Twilight’s eyes to bulge out of their sockets as her hair stood up on end.

     	In the picture, the person Twilight saw as clear as day was none other than herself, framed in her room, completely naked! Her breasts and exposed pussy were in the frame, as Twilight’s soaked hair seemed to indicate she had just gotten out of the shower. Several more pictures were sent, detailing her trip as she inspected herself in the mirror, to the moment her breasts drooped downward as she leaned into her dresser to fetch her underwear. All of them taken from the point of view of where the stuffed teddy bear had sat on her shelf for the past few weeks…

Secret Admirer: Shower everyday… in bed by 10 o’clock sharp. Hard studier… better friend… and currently dating a camp counselor by the name of Timber Spruce… How is that going by the way? Good I assume, seeing as I catch you masturbating in bed every time you get off the phone with him… I’m sure the boys at your school would love to get their hands on those pics in particular, I would love to see how Timber reacts to that…

     	Twilight’s fingers hurriedly typed out a reply. If there was one defining moment she could use her intelligence to work her way out of a sticky situation, it would be now!

Twilight: Please don’t do this! Please… just delete everything and I promise I won’t take this to the police or anyone else!

Secret Admirer: Oh by all means threaten me, Twilight. But, you should know the moment the police catch wind of this and start their fruitless little investigation… or even if I begin to suspect you told your friends about this… every naughty picture I have on you will be sent to everyone in your family, school, and town… Not to mention posted online for the entire world to jerk off to…

Secret Admirer: And before you get all martyr’y like thinking it would be fine to go down as long as you took me down with you… I have plenty of your friends on record as well…

     	More photos were sent over to her phone from the anonymous messenger. The very contents of which made Twilight’s very cheeks flush a crimson red. The first few were of Rarity from the vantage point of her bedside dresser. The fashionista was lying face down ass up on her bed, the pristine clothes she had labored over hours to make were scattered carelessly along the floor as the girl thrust a buzzing vibrator into her shockingly wet cunt. Her eyes were closed, her mouth agape as the sound less picture conveyed Rarity had been moaning in absolute bliss at the time. Several more detailed pictures followed, each one detailing the teenager in different compromising position. All of which served to make it quite clear she was imagining her favorite vibrating toy was actually a cock attached to her man that ruthlessly pounded her into her sheets.

Secret Admirer: Your fashion friend is getting quite popular in her field isn’t she now? I’d wager a good deal of people would be willing to pay a good deal of money to make these photos public… But as long as you’re a good little girl who does what she’s told, I’ll be sure to share whatever little tidbits I’ve discovered with you… and not the world. Capiche?
 
Secret Admirer: It’s just for a few more weeks… then you’ll never hear from me again…
 
      	Twilight weighed her current choices in her head, given the few minutes she was allowed to type out a coherent response. Admittedly, none of them looked good. Whoever this person was… they had all the power. Probably an entire library full of lewd images of her, her friends, and who knows how many of the other girls at school as well! On top of that, she couldn’t look for them! Even if she barged into her anonymous blackmailer’s house, they could dump everything they had online with the push of a button before she even made it to their room! Twilight was at a complete loss. She had little choice but to play along with their games and hope for the best.

Twilight: Whoever you are… I’ll play along. Just please don’t do anything to harm my friends.

Secret Admirer: Good… Now put the bear back up where he was before and leave, forget this ever happened.
 
     	Twilight didn’t tempt whoever it was. She quickly grabbed the stuffed hidden camera bear and placed it back onto her shelf, facing her bed. Knowing full well that this person would know if she hadn’t.

     	Twilight took a cautious two steps backward, eye glued on the candid camera, before turning on heel and hurrying from her bedroom as fast as a walking pace would qualify.

     	“Twilight,” Chrysalis announced as the purple haired girl nearly ran into her as she turned into the hall.

     	“AHHhhh!” Twilight screamed, freighted by the large imposing figure of her friend standing between her and the path downstairs to the others.

     	“A thousand pardons for startling you dear, but you’ve been up in your room for an awfully long time… Is everything alright?” The girl spoke, looking down on the other girl with a warm, almost motherly smile. Slightly odd to Twilight, but nothing that trumped recent events.

     	“I-i-its n-nothing,” Twilight stuttered, straining her throat to produce a normal voice, hard though it was, seeing as she was on the verge of tears. “I was just checking on something…” She said as she stepped to the right in an attempt to walk around her newest friend.

     	With the speed of a hawk, Chrysalis stepped back into her path, blocking her way down the hall yet again. “Are you sure?” Chrysalis interjected, her strange smile growing ever wider. “You seem quite flustered. Are you sure everything is alright…?”

     	“I-I’m fine,” Twilight exclaimed, though worried more as Chrysalis took another step closer, placing her a comforting hand on her shoulder.

     	“Go on, dear… tell me what’s wrong,” Chrysalis practically cooed. “You can trust me. I know how to keep a secret.”

     	“I-I…” Twilight repeated, half of her wanting nothing more than to continue with her plan of maintain the lie… the other half of her just wanting to lay down and cry. But something about Chrysalis… it spoke to her. Something told her she was a different case... It made sense, after all, she was new here. Besides her group, Chrysalis had no friends, and no enemies. No connections and was probably not the one pulling the strings behind this scheme. Twilight knew she couldn’t tell her others friends. It would send them into a panic! They would either freak out about the cameras, remove them, and in the process reveal that she had told them about said cameras, and dooming their naked bodies to a life sentence online. Or… the other scenario being they would try to somehow catch their Secret Admirer. They would mean well, of course, but it would be a fruitless effort in the end that would also doom their bodies…

     	But with Chrysalis… something told her she would keep this to herself. That she wouldn’t cause any problems. At the very least, it would be nice to get this burden off her chest for some outside perspective.

     	Twilight sighed an exasperated sigh before taking a down calming breath and counting to four.

     	“Ok… here’s the deal…”

     	And so Twilight told her friend everything. How she had discovered a hidden camera in her room that had been secretly recording and photographing her in various states of undress for quite some time. How this ‘Secret Admirer’ had the same thing for Rarity, and Fluttershy, and a good number of girls at her school. How this person had even reached out to her and threatened to post everything into this ‘internet’ invention, they had mentioned earlier, if she reported it or attempted to stop anything. And of course, how she had agreed to her blackmailer’s terms and had no other choice but to play dumb with her closest friends.

     	After a long pause after Twilight’s confession came to a stuttering end, her friend had a reply for her. “Heh heh heh…” Chrysalis snickered.

     	“Wha…?” Twilight froze now that her mouth had come to a complete stop.

     	“Haahaaahaaaa!!” Chrysalis bellowed now laughing hysterically. “Haahaahaaaaa!”

     	“I…I can’t believe you’re laughing at me…” Twilight rasped.

     	“Oh, Twilight, dear, I’m not!” Chrysalis giggled, wiping a lone tear from her eye. She leaned in, kissing the short girl lovingly on the forehead. “It’s just… is that all?” She said with another warmer smile.

     	Twilight didn’t answer… but looking at the girl’s expression, brought a tiny smile to the corners of her mouth as well. The weight of the world had just been thrust down on her shoulders… and yet, her friend had just managed to make it seem like such a minor problem. Like it was little more than the spiders she remembered calling Shining Armor to come swat with a magazine when she was young, seeing as she was too scared to do it herself. She recalled her brother had given her a smirking look… the same look Chrysalis was giving her now.

     	“Don’t you worry about a thing, Twilight,” Chrysalis beamed, her affectionate personality slowly infecting the nerdy girl in turn as she wrapped an arm around her and softly pushed her past her and in the direction of the stairs.

     	“W-what are you doing?” Twilight asked, seeing as Chrysalis was walking in the direction on her bedroom door.

     	“Nothing I haven’t done a million times,” Chrysalis answered. “Now go on and hustle downstairs. I am going to need your room for a few minutes… And keep what you’ve learned quiet from your friends!”

     	“Ok...”  Twilight replied, still slightly confused but willing to play along if there was even a hope that she could escape this situation with her and her friends’ dignity intact. She marched back to the party downstairs, already preparing a false story to explain her absence.

     	With Twilight sufficiently out of sight, Chrysalis turned back to Twilight bedroom. Her warm, affectionate, motherly smile… disappeared in an instant, replaced with a flat angry scowl.

What kind of audacious FUCK thinks they can make my Twilight cry like that…

     	WHAM!
 
      	Her fist furiously rammed into the nearby wall with as much force as she could muster, though barely leaving a few cracks. The human vessel she occupied was infuriatingly weak as ever.

     	Though I suppose this incident only serves to prove my point further. If the women in this world weren’t so hysterically uptight with something as trivial as personal privacy and bared their nude bodies for all to see, no one would even be able to blackmail them in the first place! Hopefully, with my help, they will all one day realize how foolish they are being. But for now, there is still this matter to attend to…

     	It was a smart move of Twilight to not even think of tinkering with the cameras. Seeing as they had been hidden in their bedrooms for a good while now, it was almost assured they had captured every inch of their exposed forms… so leaving them undisturbed to capture a bit more meant little in the grand scheme of everything. It wasn’t worth the risk of being discovered. No… this predicament required a more delicate approach to fix.

With a puff of her chest, she seductively strolled into Twilight’s bedroom, closing the door behind her.

     	Hopefully my master can forgive me this once…





“And Nurse Redheart wasn’t really all that shocked because it was like the fourth or fifth time I got something stuck in there,” Pinkie Pie concluded, exaggerating her arms out wide for her friends to see.

     	“Oh hey there, Chrysalis,” Applejack called out, seeing their new friend walking back down the stairs. Her eyes missing the new refreshed ‘glow’ she seemed to carry with her. “Everything alright hun? Ya’ll were up there for quite some time.”

     	“I’m doing quite fine, girls. Better than fine actually,” Chrysalis replied warmly. “But don’t let me interrupt.”

     	“I actually wouldn’t mind an interruption from this subject,” Sunset groaned, grabbing another cupcake and tossing it to Fluttershy.

     	“Before your arrival Pinkie Pie was regaling us with the delightful folksy tale of-”

     	“No spoilers!!” Pinkie Pie quickly interrupted, waving her arms frantically in the air. “I want to see the reaction on her face!”

     	Chrysalis’s smile never left her, nor did she meet the gaze of Twilight who couldn’t help but glance at her new friend with worried eyes. It was almost off-putting to the science geek seeing how calm and relaxed she was in the whole matter… If this was confidence, she and Fluttershy could probably learn a thing or two from her!

Bzzzzt	Bzzzzzt
 
      	Her thigh quickly picked up that her phone was vibrating. Twilight quickly shot her hand into her pocket to fish the device from its depths. Unfortunately, it was another text from her new worst enemy.

Secret Admirer: Quick question for you Twilight… This sexy new friend of yours… the one with flowing green hair. What is her phone number?

      	Twilight’s looked up from her phone, only to find Chrysalis looking directly at her with that same warm smile before shooting her a sly wink.

     	The teenager still had little idea what was going on… and a strong inkling that she didn’t want to know what was going. Nevertheless, she replied back to the text with nothing more than Chrysalis’s cellphone number. Her secret admirer didn’t respond after that.

     	“And so Nurse Redheart told me to stop, but not like a stop-stop, more like an opposite day stop that really meant go and not stop. So I didn’t stop because frankly I couldn’t stop, I didn’t want to stop!” Pinkie railed on with her story.

Bzzzzt	Bzzzzzt

     	A phone vibrated again. But this time it wasn’t Twilight’s, it was Chrysalis’. The changeling in human form fished her own phone out and read the text sent to her.

Secret Admirer: Why hello there… you naughty naughty girl…
 
      	Chrysalis took a deep relaxing breath as a plan began to formulate in her head.

     	Alright you anonymous jackass…. Let’s see what you’ve got…
> Starlight bonds with her Roommates
> --------------------------------------------------------------------------

Rays of Celestia’s embracing sun shined into the Manehattan suite through the curtains, bathing a softly sleeping Starlight Glimmer in its warmth. With a gentle yawn the mare awakened from her slumber, cracking open her eyes as she sat up in the oversized bed. The sheets fell from her body as a result of the motion, revealing her glistening uncovered hourglass form to the light as her arms went over head in a wide stretch.

     	Looking down, Starlight surveyed the damage… or rather, lack of damage done to her body as a result of last night’s ‘training’. Her stomach, once bloated as if pregnant with excessive cum from not one, but two changeling cocks emptying their payloads into her womb at the same time, was now deflated back to its normal slim and smooth like a supermodel default. Even her pussy didn’t feel a hint of soreness the from intrusive act… Starlight supposed she had the changeling’s Equestria-wide aura to thank for that. The same magic that insured her cunt and ass would stay tight and snug, no matter what her two owners decided to cram into it next time.

     	“Good morning, sleepyhead,” Tylus called out to the mare, upon noticing she was up. Starlight spotted the male and female changelings sitting over at the nearby dining table. Tylus was dressed in his normal shirtless attire while Seta wore her short and skimpy black jagged dress. The pony happily bounced off the bed and crawled over on the floor to their feet.

     	“Good morning, master. Good morning, mistress,” Starlight said, her voice failing to hide her eagerness for the inevitable training and fucking she was sure to receive today. Seta, too, seemed to share her enthusiasm as she picked up the mare with her magic and embraced the pony in a long overdue hug.

     	“Mmmmm… you were great last night my dear…” Seta cooed, swinging the symmetrically docked mare from side to side. Easy, given the immense strength all changelings possessed in Equestria. “so eager… so sexy… so perfect! Everything I had hoped for when dreamed of owning one of you for my own…”

     	“Eh, the sex wasn’t that great,” Starlight admitted. “In fact, you guys were pretty awful at it.”

     	“W-what?” Seta gasped, releasing Starlight from her grasp.

     	“I mean… I’ve had better fuckings from dogs compared to you two,” Starlight spat as she went on. “I thought changelings were supposed to be good a sex! Whatever! I’m leaving you two to find someone who can actually make me cum!”

     	“I….I don’t know what to say…” Seta sniffed.

     	“Knock it off, Seta,” Tylus groaned.

     	“Awwww….” The changeling whined. Starlight Glimmer’s face blinked once before the storm hit.

     	“Oh my god! Oh my god! I’m sorry! I’m so sorry! I don’t know what came over me!!!!” Starlight cried. “I didn’t mean anything I just said!! I’msorryI’msorryI’msorryI’msorryI’msorryI’msorry I’msorryI’msorry!”

     	“Hmmm, interesting…” Seta noted the reaction. “You wouldn’t happen to originally be from Vancouver, would you, Starlight?”

     	“Wait… what?” Starlight asked, looking up from the many apology kisses she had been placing on her two owners’ feet. Neither of the changelings seemed as though she had said anything weird at all. “You… you two don’t seem mad… What’s going on?”

     	“Sorry my dear,” Seta cooed, picking the mare up with her magic once more and levitating to her feet. “I was just, how you say, giving you a real and hands on demonstration of today’s lesson…”

     	“Translation, she was screwing with you,” Tylus corrected.

     	“O-oh,” Starlight breathed, more relieved than anything else she had not just worried the best arrangement that had ever happened to her with a random slew of words she had spit out. “F-for the record… I haven’t actually had sex with a dog…”

     	“Well not yet anyway…”

“What is the lesson exactly?” The mare asked quickly before her masters had ample chance to get any perverted ideas in their head. “And what just made me say all of that?” Starlight’s body flew up and laid face up on the table before being released by the pink aura holding her. Seta began to gently rub the mare’s body, even Tylus did as well, both treating their slave similar to a dog dying to be pet. Starlight Glimmer didn’t mind the constant roaming hands exploring her body, knowing that changelings were incredibly fond of this sort of thing.

     	“You’ll be learning about my hive’s ‘gift’, of course. Each major changeling hive has their own specialty. For Nexia’s hive, we focused on none other than: mind magic.”

     	“You mean-” Starlight began.

     	“That’s correct,” Seta said, to which Starlight realized the changeling hadn’t anticipated her answer, but had actually read her mind.

     	“Mind control, mind reading, memory alteration, bodily functions… all of which, and more, we can do with our target once we are inside their heads,” Seta went on. “It wouldn’t be wrong to say we have more control of our host’s bodies than they do themselves, oddly enough.”

     	“So… you’re in my head? You can see all my memories and thoughts?” Starlight asked.

     	“In a way… yes,” Seta answered plainly. “Though I will understand if you aren’t quite comfortable with the-…. You are fine with it apparently, amazing,” Seta corrected herself. “I wasn’t anticipating anyone on taking the news so well…”

     	“I mean… I knew what being a sex slave involved when I took this collar,” Starlight remarked. “I know women aren’t entitled to a shred of privacy in this world. I can deal with it. Actually… I wouldn’t mind the fact that my owners will know I’m telling the truth when I say I love their cocks!”

     	“You continue to amaze me, Starlight,” Tylus said, lovingly squeezing his pet’s breast with a hand, which earned him a soft passionate moan in response. “Truly an ideal mare that all girls should strive to be like…”

     	“Thank you, master,” Starlight beamed before turning her head back towards Seta’s side of the table. “But mistress, what did you mean ‘as of last night’?”

     	“Hmmmmmm,” Seta mused, thinking to herself for a mere moment. There was so few ways she could properly explain her powers after all. She didn’t want her mare to get the wrong idea. “I guess I should work back to that. First, you see, there are many types of mind controlling spells out there… But ours require complete access to one’s brain for the complete and total control we desire to have. With that come certain difficulties to obtain said access, depending on who we are dealing with.” Seta illustrated her point with her magic, drawing two pink outlines of an earth pony and pegasus pony in the air. “Earth and pegasus ponies are a simple matter. Our magic can seep into their brains and take control of them in an instant without the target even realizing it.”

     	“Those two pegasi you put to sleep back in Ponyville where we met…” Starlight suddenly realized.

“Correct,” Seta went on. The magical images morphed into a unicorn and alicorn. “For magic using ponies like yourself, Starlight, heck, even other changelings, they are a bit more difficult to gain control of. Even the most inexperienced magic users will have mental barriers in place, preventing us from unhindered access to their brains.”

     	“But I’m a unicorn who uses magic,” Starlight retorted, “how are you in my head then?”

     	“Because there is ONE way our type of magic can infiltrate your mind, through those mental barriers as though you were a common earth pony. A certain and brief moment in time when those barriers are, for all intents and purposes, dropped, allowing us to create a backdoor into your mind. A shortcut, if you will, through those mental firewalls that our magic can cut through for all future access.”

     	“A certain moment… you don’t mean…?” Starlight began.

     	“Mmmmhmmm,” Seta nodded. “A mare’s climax is such beautiful thing. In that short yet sweet window your bodies simply explode with pleasure like a dam bursting at the seams… Every cell in your adorable body rejoices in glee as its form concentrates on prolonging as much of the intensity as it can. This includes your brain, which drops its normal defenses as it surges and copes with an extreme overload of pleasure, some so intense it can even cause a mare to blackout… as you did, heh heh. Anyway, you didn’t notice it but my magic worked its way into your cute little head during your delightful moaning orgasm last night… which allowed me to subsequently check to ensure no longer-term damage had been inflicted on your mind.”

     	“Amazing…” Starlight remarked.

     	“I’ll say,” Tylus agreed with a nod. Starlight noted that this was apparently information that Chrysalis hive drones were not privy too. “I know Queen Chrysalis must’ve been trying to replicate a similar effect when she mind controlled Shining Armor in the days before his wedding with Princess Cadance.”

     	“I’m well aware of the reports revolving around the event,” Seta replied. “The spell she used was clunky, ineffective, and ended up breaking easily… which ultimately lead to her defeat. And Chrysalis slept with Shining Armor… what? Eight times to get it to work?”

     	“Eleven… but she was going to do that anyway, so…” Tylus shrugged.

     	“Well, regardless of the results, I commend you all on the attempt,” Seta said.

     	“Thank you,” Tylus replied plainly. “It would have been nice to have gotten to work fixing Equestria’s flaws a few years earlier, but ponies were rather stubborn back then.”

     	“Uhhhhh, you guys know I’m right here?” Starlight asked. Though she had nothing to do with the changeling failure at Canterlot. At the time she was still taking cock from her Equalist/personal stallion stud farm. Even if they were all equal at the job, a cock was a cock. More than enough to make her cum. But on a side note, it was sooooo nice to see her two changeling owner’s getting along now!

     	“But had we had one of you girls… our attempts in Canterlot on that day would have surely been a success,” Tylus added, patting Starlight’s breast. “It’s a shame though. Our two queens would rather give mares equal rights to stallions than to consider working together.”

     	“I know right?” Seta groaned in agreement. “Nexia was always so strangely stubborn, so deadset about any of us getting too near one of you guys… And our magic is the best at infiltration! With shape shifting like normal, you have to deal with the original pony, then assume their personality, if you know of it, and act convincingly around others who may know them! With control over their minds, you don’t have to do any of that!”

     	“I’m not going to lie, that does sound soooo much easier!” Tylus practically gushed, before catching himself in the act. “But, eh, my hive always seemed to pull off convincing acts when we replaced a pony. Mare or stallion. We are all rank A actors,” He said with a firm nod.

     	“Yeah… right,” Starlight mumbled. Her memories drifting back to when changeling Applejack and Rarity laughed in her face as she confessed her embarrassing predicament to them.

     	“But, Starlight my dear,” Seta said, turning to her nude mare captive with her widest, almost nefarious grin yet. “We haven’t even gotten to the point of this lesson yet. There’s a reason I am sharing this secret knowledge of Nexia’s hive with the two of you. Stand up for me, Starlight.” The mare quickly complied, hopping off the table and standing at attention before the changeling who matched her height. “If there’s one thing to be said about your hive, Tylus, is that it sure knows how to strike a deal…” Seta cooed, as she fixed an out of place strand of hair on Starlight’s body. “A mare’s owner hold full rights to their mind and body. Not only that, but they have legal right to do anything they want with them…. Anything… I’ll be sure to take full advantage over that fact…”

     	With those final few words, the female changeling began to dissipate. In just a few mere moments, she became less of a solid and more of a gaseous cloud. Her body converting into a pink-colored mist from head to toe.

     	“W-What’s going on? Should I be worried here?” Starlight stuttered, taking a panicked step backwards as the pink cloud moved towards her with a sort of consciousness. Not that Starlight could escape it. The pink cloud of dust flew directly at her head, splintering off into a dozen different streams. Each one picked a different hole to enter the mare from with a mind of its own. Her nostrils, her ears, agape open mouth, or even directly through the top of her skull. Not that Starlight felt any of it, had she not been even looking, she wouldn’t have realized anything had happened. It was slightly reassuring at least.

     	After a moment, Starlight opened her eyes, as it dawned on her that nothing was wrong. A quick look around the room revealed she was still in the same spot. Tylus was leaning back in his chair… sporting a rather hard erection that she would probably have to deal with later. And Seta was nowhere to be seen.

     	Mmmmmm it’s cozy in here… Starlight thought to herself. Or at least… someone else thought. It was… a different voice than the one in her head that usually voiced her thoughts. Not like she had often thought of her mind really having her voice. But this one sounded exactly like her female master. You know you can reply to me Starlight… I can hear all of your thoughts in here…
 
      	Seta?! What exactly are you doing? Starlight exclaimed back. Trying her best to not sound so panicked in her own thoughts.

     	You asked before if I was in your head. Now I am… in a much more ‘literal’ sense. Heh heh………
 
 
Ok fine, I’m getting the sense I didn’t really explain anything there. Well… This is how the girls of my hive usually carried out our covert operations. We don’t just take the form of a pony, or griffon, or dragon, we BECOME them and share their bodies with them, most of the time, without any knowledge of it happening from the host, aka, you.
 
Starlight watched in startled amazement as her body began to move. To herself, it felt just like an involuntary movement. But instead of the small spasms her body used to throw at her, now it felt like they were moving with a purpose. Her legs took a sultrier pose as her hands started to roam her body and privates, getting a decent feel of her newly acquired real estate. Starlight looked down and licked her lips in glee… though none of that was from her own free will. A small part of her knew that it would take little effort on Seta’s behalf to convince her mind that it was.

In here I have a much greater range of control over you and your body… like I said, more control over your body that you wield normally. So believe me when I tell you there a thousand and one bedroom applications to this… It goes without saying that am going to spending A LOT of time in here… I might be a tad late on the rent payments though.
 
“Hehe,” Seta spoke, but with Starlight’s voice and body. “What do you think, Tylus?” Starlight’s hands drifted from her enormous breasts down to her thoroughly soaked cunt, giving her fellow slave owner a good view. “As a sex slave, Starlight doesn’t have the right to masturbate without permission, but I don’t need such permission!”

“Please don’t…” Tylus groaned, covering his face with his hands. “That just sounds like a horrible legal nightmare that will tie up the courts for years…”

“Fine,” She said with a shrug, withdrawing her greedy fingers from Starlight’s pussy. “I’ll give you back control of your body now, Starlight,” Starlight said. “Tylus had some other matters he wanted to teach you. In the meantime, I am going to go AFK for a bit while I dig through here… Don’t worry about me combing through your naughty memories though. I’ll save those for movie night!”

“Ummm… thanks?” Starlight replied to herself as she slowly regained the ability to control her limbs like she always had. She clenched and released her hands, insuring that everything was still working properly. Fortunately, everything was fine.

“I know this all must be a lot for you to take in all at once,” Tylus spoke to the mare.

“Yeah… really it is,” Starlight replied, sensing that Seta had drifted towards the back of her mind and was no longer paying attention to the real world. “It’s interesting and weird at the same time. I never would have guessed powers like this existed in Equestria!” It was a rather odd thought… knowing another creature was inhabiting her body…

“A changeling’s magic always revolves around their ability to have sex. Directly or indirectly. The spells we have at our disposal only serve to promote that goal. So even with our vast strength in magic you girls provide us with, there are still some spell we cannot perform. Turning a salt shaker into a pink teacup? Can’t do that. But increasing a mare’s breast size to the point she can no longer walk? That we can do…”

Starlight gave a slight shiver at the thought of herself in such a predicament. Though rather limiting in personal mobility, she did imagine it would be quite pleasing to her changeling masters, whom she knew preferred larger boobs over those smaller. And her master’s pleasure ranked in importance far above hers.

“But enough of the confusing new, let’s get you moaning to a nice slab of the old…” Tylus grinned as he fished out his throbbing cock. He levitated Starlight’s body back up onto the table, planting her bare butt onto the table’s edge. Her legs hanging off the side briefly before her ankles were enveloped and bent backwards towards her neck. A flexible pose that Starlight could have never hoped to achieve before the changeling’s arrival. Now it ranked as one of her favorites. One that moved her legs out of the way and gave a cock a clear unobstructed path towards her needy womanly folds.

“Ooooo, is my naughty changeling owner itching to break in his toy once more?” Starlight cooed seductively, her body quivering in eagerness to be used and abused for its one true purpose again. “By all means have at me, master…”

“That’s right… keep on running your mouth, little slut,” Tylus snickered as he teasingly stroked his rigid erection mere inches away from the mare’s prize hole. The slave’s eyes no longer meeting his, but his swaying cock, strictly following it like it was a swinging hypnotizing golden watch. “Let’s see if you’re still talking in a few minutes when I put you in your place…” The changeling grabbed two spots on the mare’s hips, pulling them both slightly into a better position. He savored the brief moment of anticipation as he prepared to strike.

He thrust inside her. There was no soothing gentleness, or lack of speed to his cock, Tylus hit the ground running at full force. His cock jackhammering inside Starlight’s velvety walls, not giving the woman ample time to adjust or cope with the sudden acceleration of pleasure. The mare’s hips didn’t even match his thrusts, either from shock or pleasure overload on her part. He preferred the latter.

“YESS! YESSSS!!!” Starlight cried at the top of her lungs. “Fuck me, master!!”

“Good little fucking slut,” Tylus groaned. The sound of their slapping flesh filled the room at an almost deafening volume. The changeling’s hip, a testament to his race’s sexual prowess, were a blur in speed.

“Tylus, STOP IT!!!” Starlight suddenly yelled.

To the changeling’s credit, he managed to hear and comprehend the mare’s voice over the sound of their hips meeting together. He slowed his thrusts to an eventual stop before pulling out his soaked and still rigid hard cock from the depths. Not wanting to continue for a moment longer if his partner was no longer consenting.

“What is it, Starlight? Is something wrong?” Tylus asked, hoping that there wasn’t.

“W-what?” Starlight asked, her voice filled with as much worry as the changeling’s. “Why did you stop? I was enjoying that…”

“I thought… didn’t you say?...” Tylus began, that was until he saw a trail of pink smoke flowing outwards from Starlight’s head. It pooled on the floor a few feet away from the pair before slowly materializing into a tangible shape. It was Seta… but looking rather worn and weary from a recent ordeal.

The female changeling wasn’t standing, instead she was collapsed on the floor, chest held up by her arms as she panted and heaved in… panic.

“Seta…?” Tylus asked, his voice filled with unusual concern for the changeling that he should have considered his enemy. He cast his cock to the back of his mind for now as he turned to meet her back. “T-that was you? Is something wrong?”

“NO!!... No…” Seta panted, whatever it was, she took a long time to collect herself over the matter. Tylus reached out a hand to comfort the disheveled changeling, only to have it swatted away. “I…I guess I failed to mention I feel everything the host does while I’m inside them… It’s my fault… It’s just…. Uggggggg!!!!” Seta groaned clenching her groin.

It was at this point Tylus and Starlight both noticed the female changeling’s magical futa cock was no longer present. Instead, the ridiculously short dress was open to almost grant them a generous view of the changeling’s womanly folds… assuming she turned to face them. That potential prospect soon faded, however, as the familiar pinkish glow of magic began to flow over her sex, and form the same floppy futa cock as she had wielded before.

“Just… go play with our pet for a while,” Seta deadpanned, her gaze unable to meet the other two as her nimble digits wrapped around her new shaft and idly began to stroke away. “I need a few minutes to myself.” With that the changeling sauntered off from the pair and into one of the far corners of the room. Her hand never leaving her cock, but also not appearing as though it was quite in the mood to rub one out.

Tylus and Starlight both stared at the changeling’s back for a long while, neither knowing exactly how to proceed, or even what was going on for a while. Tylus exchanged glances with the mare, who nodded in response. Against their better judgement, they both confronted the female changeling.

“I was a fool to think you were just going to simply teach her something,” Seta sighed, sensing the two of them approach from behind. “You were just going to fuck the pony…”

“No reason you can’t do both,” Tylus replied plainly. “But what’s going on with you, girl? You’re acting so… strange. Was it from really taking a brief pounding? I mean, no offense and all… but I thought the girls over in your hive would be accustomed to that sort of thing…”

“Do… do you really want to know?” Seta exhaled sadly, her hand still dully pumping away at her cock, which wasn’t even hard yet.

“Yeah!” Starlight pleaded. “I mean, it makes sense. If we are all going to be living together like this, we should know what’s allowed and what isn’t. A simple guideline wouldn’t hurt anyone.”

“My apologies,” Seta replied. “It’s just… I am more accustomed to my hive sisters taunting and teasing me at this point… I’m-I’m not really used to others being genuinely concerned for my wellbeing…” A small ghost of a smile etched onto the corners of her lips, one that vanished as soon as she began talking one more. “Very well… take a seat. No reason our slave, Starlight, needs to be the only one to learn something today.” A chair magically shot out over to Seta’s rump, where she neatly sat down upon.

“Tell me,” Seta began, “what do you know of the popular futanaria spell? The very one that allows me or any other woman to have that crucial part of a male’s anatomy. Have either of you cast it before?”

“I know that it was a rather secretive spell in Equestria’s nightlife industry,” Starlight answered, as she took a seat on the floor, “Great for wealthy mares who were looking for a little extra twist to the fucking they received. That was until you guys came along. Now it seems fairly common. A spell both unicorn, alicorn, and changelings hold in their arsenal, at least the ones experienced in magic that is. But… as for casting it on myself… No, I’ve never had one.”

“And what would it even do if I cast that spell on myself?” Tylus pondered as he scratched away at his chin. A cock on top of his cock? A cock within a cock? Double cock!?! Whatever it happened to be, it could only end in good things!

“It is a common spell for us,” Seta said, “the girls of my hive know it. Or… I guess a more apt way of stating it would be we must know it.”

“You don’t mean…” Starlight gasped.

“We are only allowed to have these cocks,” Seta sighed sadly, gesturing down to his magical male appendage. “By order of Queen Nexia. No negation. But it wasn’t without reason. These cocks do more than look good…”

“Really now…” Tylus said with a slight tilt of his intrigued head. “What exactly?”

“The spell that grants a woman a cock doesn’t simply do just that, it also adds a ball sack, full of functioning healthy sperm cells… that also can serve as a nourishing treat for a mare. But, did you know the futanaria spell also implants a small part of a male’s mind inside our brains while it is active?”

“Wow…” Starlight gasped. I wonder if Twilight knew any of this…
 
“It serves to help a woman ‘perform’ with her newly added tool. Thrusting one’s hips with a new weighty and rigid third arm, in an area that was previously empty, would come off as awkward to most… But this small part allows a woman to thrust with ease like it was natural, even among the first cast of the spell. But… it also….” Seta paused, as though she had difficulty coming to terms with the next piece of information. “It also…. technically… makes us slightly smarter as well.”

“What?!” Tylus exclaimed.

“Believe me, Nexia was not happy in the slightest when she learned of it… But facts are facts. And a male’s mind, as ridiculous as it may seem, is better at processing information and coming to logical conclusions with minimal interference from emotions… aka, that certain thing my gender has a history of getting entangled with. One of the many reasons mares aren’t suited and were never suited for positions of power or authority. The futanaria spell allows us to tap into a small part of that benefit… But it was because of that fact that our queen declared we are only allowed to have these cocks.”

Starlight remained silent. Tylus too, felt it best to not add his input.

“When we were all growing up in the hive… we were taught by our Queen herself that cunts are a sign of weakness, or the lesser sex. That anyone with a skilled cock at their disposal could get anything they wanted from a woman. And it was true. Even before the invasion, I’ve seen my fair share of some of the wealthiest mares in Equestria, willingly signing away their inheritance, gold, and business to some random street stallion. All because he had a silver tongue and managed to snake his cock between her legs…”

“Look…” Tylus began, “I’m a fan of the many entertaining stories with men triumphing over woman as much as the next guy. But this,” He emphasized, pointing at Seta’s cock, “doing this forever?! Forgive me, but it’s just not right. Every now and then to help spice up your love life is fine, but Nexia, your queen, should realize that at a certain point, you’re just pretending to be something you’re not. I mean ok, we’re changelings and everything and that’s kind of what we do and all… But this is different!”

“Oh sure! It’s so simple for you to say!” Seta spat at Tylus through glared eyes that focused directly at him. “You don’t understand what lengths that woman goes through to be on top! To be superior above all else! To be the best changeling race in existence! If you were a leader, which side would you rather be on?! The cunts who are to be controlled, or the cocks who do the controlling? We are mind controlling changelings, Tylus! Take a hint! We are supposed to be in control! Not the forsaken breed of our race that accepts the limitation of our gender and surrenders without a fight!”

“Mistress, please…” Starlight begged, rubbing up against the side of her owner’s leg in an attempt to calm the angered changeling.

“Sigh…………….. I know… I’m sorry, girl,” Seta said, rubbing the mare’s head affectionately. “I shouldn’t get so worked up over this. But even though I’ve left her hive… I still can’t help believe in what I’ve been taught growing up. We are forbidden to even feel what it’s like to have a cock inside our cunts… punishable by death.”

“You… you all are expected to go your entire lives without having that joy?” Starlight whined. Now that sounded like a fate worse than death to her.

“Well… a few of us do,” Seta remarked. “The top few of our hive. Those with stellar performance in the field and near perfect beauty qualities… Those few girls in our hive are selected to be bred by the Queen’s mighty cock herself. My brood sister, Vixen… she is at the top of Nexia’s rankings, and one of the few to be selected for breeding. I, of course, was nowhere near her level of performance.”

“Well… at least someone is feeling what it’s like to be a woman,” Tylus remarked.

“She did for a brief moment. But Nexia puts a backdoor in all of her brood mates’ heads while they are cumming. She wipes whatever experience they may have had from their memories immediately afterwards.”

“Shit…” Tylus said, cursing dryly in the air. “I’ve never meet this queen of yours, but I’m getting a strong dislike of her already.”

“But mistress,” Starlight suddenly perked up. “It’s like you said! You aren’t part of Nexia’s hive anymore. You left them! That means you can do anything you want without having to follow all their rules!”

“It is not that simple, my pet,” Seta sighed. “Though I may no longer be in her service, it is not so simple to abandon the lessons we have been taught since our earliest days.”

“We can ease you into the womanly experience… to see if you like it or not!” Starlight replied. “Not that it’s without its own merit. Learning about our own bodies is one of the most important lessons us girls can learn! Annnnnd let’s not forget that learning what it means to be a woman, without a futa cock, can help you pleasure other women! That’s what I’ve learned from Trixie and Twilight. We use what we experience on each other! Toys, cocks, fingers, tongues… they like all of it! Not just one! Variety is key!”

“Heh,” Seta snickered to herself. “Funny that I’m the one being lectured now. Though I suppose it would be arrogant to assume I have nothing else to learn…” She sighed to herself as she prepared her resolve. “Very well you two. I will try things your way. For now.”

“Perfect!” Starlight beamed clapping her hands in joy. This day was already kicking off to be waaaay more interesting than a simple sex slave training session! “Why don’t you start by… dispelling your magic.”

“Fine…” Seta huffed, her horn glowing slightly as her veiny cock dissipated into thin air. “But please, do not touch me in that area just yet. I still need my time.”

“Of course,” Tylus said with a reassuring nod. “Why don’t you remove your dress next?”

That suggestion appeared to make the female changeling freeze in her place, which in turn, brought the changeling and pony stare in their share of confusion. Shaking hands, trembling body, stalling… Starlight had seen this behavior a good number of times from Fluttershy.

“Seta… mistress… are you nervous about the idea of being… naked?” Starlight asked in the most respectful tone she could manage. Never in a thousand years would she think she would discover a changeling who shied away from even the most depraved of sexual acts… and this was just stripping her already skimpy clothes off. What could possibly be the big deal? Though… this was a new hive, which had its own customs.

“Slightly...” the changeling breathed, glancing to Tylus. “but only around men. My sisters and I all made a habit of living in the hive without clothes… but that was because we were all girls. Once we were out in the field, we hid our breasts away from prying eyes. I’ve made my fair share of mares strip down to their birthday suits with my magic… but never have I been naked in a room with a man whose memory I could not wipe.”

And yet… they let their futa cocks dangle freely under the hem of their dress… Tylus pondered to himself. This must be more of her Queen’s twisted teachings in play. Perhaps she sees breasts as a sign of more female inferiority.
 
“Trust me, mistress,” Starlight urged her owner pleadingly. “I haven’t worn a single thing for months. Being naked around men is one of the most appealing aspects of my life now! Just imagine their eyes roaming every inch of me… drinking in my breasts, picturing what they are thinking in their heads of doing to me-”

“Except I don’t have to picture it!” Seta quipped. “If they are an earth pony or a pegasus stallion, I will know what they are thinking of me… a-and of my tits…” She yelled, emphasizing her point by grabbing the top of her dress and ripping it from her frame. The black fabric tore easily as it was pulled from her body, revealing the tender and now completely exposed form within to the gracing eyes of Tylus and Starlight.

“Can you tell me what I’m thinking now?” Tylus asked softly, approaching the nude changeling woman. “I mean, I could simply tell you… I think your tits are beautiful…” The changeling said as he graced the woman’s breasts with the gentle touch of his hands from which she didn’t resist. They were considerable, to say the least. In Chrysalis’ swarm tradition, the minimal acceptable breast size the average drone would be willing to accept without breast enhancing magic was simply a test to see if the mare could easily bring a breast to her mouth and suck from her own nipple. But in Seta’s case, she could easily do so without even tilting her head down. “There is nothing to be ashamed of here. You should bear your chest proudly…” Tylus continued to grope and paw at the changeling’s tits. Even pulling them apart and letting them swing back into place with a lewd clap. The gravity-defying twin globes were a sight to behold as they bounced. That explained why the changeling wore no bra underneath. Her girls simply didn’t need any help or support!

“Y-you’re just saying that…” Seta stuttered.

Reluctantly, Tylus removed his hands as Starlight tagged in, slipping in from behind the woman. It was likely his slave was more experienced in this particular field than he was.

“Does this feel good?” Starlight cooed naughtily, as she traced small circles around the woman’s dark areola. Giving her rock hard nipples an occasional and loving flick, which earned a soft, albeit, reserved moan from the adorable changeling.

“Y-yes…” Seta breathed. “Yes… that feels amazing, Starlight.”

“You know,” the mare went on, “many would say that a girl’s tits are her most appealing trait, by far.  They are rather marvelous, aren’t they?” Starlight whispered into her ear. “Amazing for men to look at, not just while they are pounding away at us, but also as a lure, to reel them into our bedrooms. A universal sign of pleasure and lust… It’s no surprise us mares always used to gossip about each other’s sizes behind each other’s back, assigning our worth as a woman based on our bra sizes. Not that it was all meaningless. The larger our boobs, the better we can appease our men. Both indirectly and…”

Tylus’ cock sprang up to meet Seta’s gaze, hanging mere inches away from Seta’s nose in her current kneeling position. The musk of the changeling’s woman-conquering appendage drifted upwards and into Seta. The female drone shuddered in her spot, unable to tear her eyes from the veiny member, now that she knew what it was intended to be used for.

“Just relax, mistress,” Starlight urged, as she gently pushed the changeling from behind with her own set of jugs, positioning the changeling’s tits so they were in line with her master’s cock. “I’ve got this one…” Starlight’s hands snaked under Seta’s arms, palming the sides of Seta’s massive breasts, allowing the soft supple titflesh to form a neat little tunnel, one that completely concealed the circumference of Tylus’ cock. Not a single second after his cock was fully hugged did the changeling begin to thrust, his member still slightly slick from its brief session with Starlight’s soaked walls.

Seta didn’t need to do anything. The mare behind her held her breasts, while the changeling in front of her thrust between them.

“Gooooood girl,” Tylus groaned as his cockhead continuously poked out and disappeared back into the changeling’s cleavage. Seta glared up at him in response. “Sorry, heh, force of habit.”

Seta felt a small tinge of wetness on her breasts. Looking down, she saw that Tylus’ cock was beginning to leak a rather generous amount of precum! It pumped out of the mushroom tip, only to flow down the sides of his shaft and into her bust, further aiding in giving the dick a smooth slide across her jugs.

Then it hit her. The precum, the soft groans from Tylus, and even a good bit of moaning from Starlight. They were enjoying it! Whether or not her breasts were a sign of weakness… perhaps none of that even mattered. What mattered here was the fact that they were tools of pleasure! Meant to bring joy, lust, and most importantly, love, to the world!

“Mmmmm, that’s it… you get it now?” Starlight moaned in glee as her mistress began to bob her chest in motion with her master’s thrusts. Her free hands, once idle, now went below and gently began to finger and squeeze at Tylus’ balls, much to his enjoyment. She made sure to provide them with the appropriate amount of loving care and affection as they undoubtedly churned away at a fresh helping off warm, thick, and tasty cum. Tilting her head downwards, Seta even started using her tongue, running it around the sensitive cockhead each time it poked out through her cleavage. “That’s right…” Starlight encouraged as her mistress got more and more into the depraved act. “Stop doing what others think they can decide for you. Don’t let the world and its rules decide how you live your life. All you need to do is whatever feels good.”
 
Seta said nothing in response, but still allowed a smile to cross over her lips as she worked.

“Go on, master,” Starlight urged him now, as she pressed the changeling’s breasts even tighter against the assaulting cock shaft in a warm, wet, tit hug. “Cum for her. Give our lovely little changeling friend a perfect ending to top this lesson off…” The mare said no more, but simply started planting a trail of loving kisses along Seta’s neck as her own breasts and rigid nipples ground endlessly against the changeling’s back as though they were trying to bore into her.

“Oooooo fuck!” Tylus yelled triumphantly as his cock erupted like a broken floodgate, the first blast of white jizz hitting Seta square on the chin. Starlight continued to pump Seta’s breasts, coaxing out rope after rope of the steamy substance out of the twitching cock and onto Seta’s dark flesh.

Seta, being both unable and unaccustomed to react quickly, failed to cease her efforts by the time the first blast had struck her. Her head was still tilting back down, opening her jaw as her tongue expected to swirl around the flared cockhead once more. But to her shock, she was met with a rather concentrated blast of pure changeling cum, shooting into her mouth and hitting the back of her throat. Only then, did Seta’s eyes open wide in realization as she pulled back from Tylus’s cock, detaching it from her new thoroughly slick cleavage.

Tylus didn’t relent, his hand grasping the base of his shaft as he began to pump wildly. More ropes of steaming changeling cum shot out in a long-lasting stream like water from a hose. A good half minute was spent with the changeling spraying down Seta’s tits, which Starlight continuously bounced playfully in her palms. Stream after stream of the thick virile seed poured onto her breasts, coating each jug evenly in a healthy finish. With her tits thoroughly painted, Tylus angled his still twitching cock upwards. Seta closed her eyes calmly and sat still as her mate released the remainder of his payload onto her cheeks, lips, noses, and eyelids, even a bit of it hit a thankful Starlight behind her.

Soon afterwards, Tylus and his rapidly stroking hand came to a halt. Marking an ending to yet another satisfying climax in his books. One of the better ones, in fact.

“Man… I wish I had a camera…” Tylus said, half-jokingly, and half complimentary. To his thanks, Seta had held her thoroughly cum-drenched pose, allowing the two of them to ample time commit the lovely spectacle to memory. The pure white cum provided an interesting contrast when compared to the black flesh it coated. More so as it dripped off her chin and was caught onto her bosom below. But as the changeling’s mind soon returned to him, he realized that maybe he should wait to see if Seta was pleased or angered by his cock’s ‘generous’ gift to her, before he cracked jokes.

Tylus waited and watched as Seta slowly parted her lips, appearing as though she was going to speak. But… to his surprise… no words escaped her mouth, only a lone tongue. The pink appendage swirled around her lips, gathering as much of the pearly white cum that had showered the area, before returning back into her mouth. Tylus viewed with rapt fascination as the woman took a moment to taste his thick seed, before he witnessed her throat muscles shift as she swallowed it all down.

“This… this cum,” Seta began to speak, “tastes…. good.”

Tylus and Starlight both breathed a major sigh of relief. “You say that like it’s surprising,” Tylus replied. “The taste of our cum is what’s sustaining thousands of mares across Equestria. As far as I know, there haven’t been any complaints about its taste yet.”

“It’s soft and smooth… rich and creamy… sweet and savoring…” Seta remarked, smacking her lips together as her tongue ventured out to gather more. “It is not how I remembered it tasting…”

“Well, all cum can taste different,” Starlight added. “Depends on the source, I guess.”

“The only other spigot I have drank from… is my sisters in the hive. I guess I have not tasted the ‘real deal’ yet. I will admit, Tylus, I am impressed. I can see why mares like this stuff so much.” With a single hand, Seta grasped the underside of one of her cum covered breasts, bringing it upwards to her mouth as she started to lick herself clean. Her pink tongue darted out and around on  sensitive dark flesh as it scooped up and collected every inch of Tylus’s gift it could reach. His cock couldn’t help but twitch back to life at such a sexy sight.

“S-S-Starlight… h-help her clean up, will you?” Tylus managed to speak.

“Yes, master,” Starlight said obediently, crawling around to Seta’s front side on her hands and knees. She quickly tended to the changeling’s free cum-drenched breast with her tongue in a manner that appeared all too similar to that of a dog licking its mate clean. Seta giggled playful all the while as the foreign tongue roamed her body, thoroughly cleaning every inch of cum from her bust with such efficiency it suggested this was not the mare’s first time performing such an act. She held still as Starlight rose to her face, tongue lapping away at the last reserves of cum Seta herself could not reach.

Once the unicorn had completed her task, she mashed her lips against the startled changeling’s. Prying them open and giving her fair share of the pearly white substance through a passionate kiss. Their tongues danced with each other for a brief moment before reluctantly separating. Starlight gently nudged her head in Tylus’s direction, before winking. Seta instantly caught on with another heartwarming giggle.

As a pair the two women turned to the standing changeling, letting their jaws hang open loose as they displayed their bounty to him. Two mouthfuls of his bubbling seed ready for its trip down their gullets and into their stomachs.

“I…I am the luckiest man alive…” Tylus said in an approving tone. With each hand, he tapped the underside of the two chins. Taking the hint, they both closed simultaneously, allowing him the pleasurable sight of watching their throats work down the last bit of their treat.

“Sooooo,” Starlight began cheerfully, after the pair had ample time to savor the changeling’s apparently delicious cum. “How did you like you first introduction to womanliness?”

“It was… not what I expected,” Seta began. “B-but in a good way.”

“Great,” Tylus and Starlight both beamed, overjoyed with the familiar sensation of bringing slightly more good into the world.

“If future teachings are in any way as insightful as this, I would like to delve deeper into what you two have to share with me… or on me,” Seta said with a playful giggle before turning to Tylus. “You know, for a changeling that is supposed to be my enemy, you are quite helpful. I was never expecting such hospitality from the inhabitants of this land. But, to express my gratitude, I will remain dressless…and naked… for the rest of the foreseeable future. If your word is to be believed, I can trust you won’t abuse this opportunity without my consent. You did find the sight of my form quite pleasing after all.”

“I did, and still do,” Tylus affirmed, seeing as his eyes were darting between the changeling’s eyes and her swaying tits. “But don’t think staying naked just as a gift you are doing for me, but also as a gift you are giving yourself. And Starlight too, I guess. All mares in this land go both ways…”

“Oh yes, Starlight…” Seta cooed as she turned to the mare with her old mischievous smile. “Let us not forget that she is the sex slave here. Servicing her needs should come before mine…”

“Eep…” Starlight blurted as she attempted to backup. But it did little use, as the two changeling pounced. She knew whether she liked it or not, her holes would be receiving their fair share of abuse at these two perverted changeling’s hands!

Best adjust to it now… This is my life now… Starlight thought. And she couldn’t have been happier.
> Chrysalis bunks with her new Friend
> --------------------------------------------------------------------------

Secret Admirer: I gotta be honest, Chrysalis. I’ve texted a lot of CHS girls with the dirt I have on them, and none of them have taken it quite like you have…

     	Chrysalis: What can I say? I’m just a naughty little girl who’s always had a secret desire to be spied on… It’s so hot someone actually did it.

     	Chrysalis clumsily tapped away at the small twenty six buttons on her screen, causing her text messages to respond slightly slower than she would have wanted. The rest of the girls continued on with their conversations and chatting, giving Chrysalis some time to herself as she went away at her phone. The only exception being the many glances she received from Twilight, a girl who could only help but wonder what exactly the smiling changeling had in mind. Those many glances, however, did not go unnoticed by a certain and increasingly worried, Sunset Shimmer.

     	SA: So… do you normally strip down in your friends’ rooms and masturbate on their bed? Or was this just supposed to be a special thing for Twilight Sparkle? She is quite a looker, I’ll give you that. Lol

     	Chrysalis: Oh no… I do this for ALL of my friends, if I feel like I can manage it. It’s just such a huge turn on to touch myself in the same place they do! Well… that’s assuming they even masturbate in the first place. But let’s be honest, all us CHS girls are total sluts.

     	SA: Rofl! You’re so right!

     	The changeling disguised as a human took another deep breath. That’s right… identify with their mindset. Earn their trust and favor… In their own world, their actions are just… Admittedly though… they are pretty justified. But, seeing how easy this is, I’d wager it’s their first time doing such a thing.
 
      	SA: So, you aren’t going to go to the cops with this, are you?

     	Chrysalis: Of course not. Not in a thousand years. In fact, I’m more inclined to want to help you at this!

     	SA: Really now? That’s surprising to see… I hope you aren’t expecting a face to face meeting though.

     	Chrysalis: No, nothing of the sort. No risk to you. I just want to help ‘fill’ in your collection.

     	The reply to Chrysalis’s text, for whatever reason, took much longer than the quick back and forth the two of them had until now.

     	SA: Really?! That would be totes awesome! :D

     	Chrysalis: Excellent, so we have a deal. Tell me though, how many of the girls at this school do you have on record as of now?

     	SA: More than half!! Hidden cameras in a bunch of their rooms! Then we totally blackmail their sorry butts into sending us some more of their classmates! LOL!

     	A video message sent by Secret Admirer popped up in the feed, which Chrysalis eagerly opened. The video depicted a locker room… the girls’ locker room at Canterlot High! From the way the video’s footage moved, it was obvious the person recording was holding the phone out while they walked through the many rows of lockers, likely feigning to text so as to not arouse suspicions. But the true beauty of the video was the few dozens of girls being caught disrobing. Shirts were being peeled off, skirts were unclipped and dropped to the floor, revealing the precious underwear-clad forms hidden within. Unfortunately, the school girls didn’t undress any further, but simply put on their gym clothes or casual attire, depending on which class they were coming from or going to.

Then the video increased in its appeal as the phone was sneakily placed in the recorder’s left pocket, only partially concealed, allowing the camera portion to peek out the top. With that, the recorder took a good long pause at the entrance to the locker room showers. Much like the newly added ones in Equestria’s Canterlot, it was a large open communal area, with nozzles seen lining three of the tiled walls. Chrysali’s grin grew three times as wide as the video feed captured a good fifteen of CHS’s female students, completely and utterly naked. Water streamed from their hair in a constant flow as the nozzles rained down from above, cascading on every curve, nook, and cranny their bodies had to offer. A wide range of bust sizes from small to large were seen as the recorder took their sweet time slowly pivoting herself to ensure the entire area was captured on film. Chrysalis was even pleased to see they all seemed to keep themselves cleanly shaven down below. But perhaps what pleased the changeling most of all, was the evidence that confirmed the fact that human anatomy and form, at least the part hidden beneath all the pointless clothes, was quite similar to that of a mare’s. The missing horns, wings, and cutie marks were a given, but it wasn’t like a mare needed any of those to be rutted into the ground. And sure, their boobs were slightly smaller on average, but mares in Equestria had cheated a good deal with changeling magic. Once these seductive girls were finally secure in Equestria, where they belonged, Chrysalis was sure her drones would be more than happy to supply them with as much body altering magic as they would like.

If anything, this video only increasingly steeled Chrysalis in her mission here. She had to lure them to Equestria!

SA: Well… that was one of the more juicier tidbits some slut sent us. Which we probably shouldn’t have shown you. But whatever. Just don’t show that to anyone else for now.

Chrysalis: Oh don’t worry about it. You can trust me. If anything, that video just makes me want to help you out more!

It seems as though my positive relationship to this person is already paying off. But… what of discerning their identity? Hmmm…. Chrysalis mulled over the potential clues she had gathered thus far. From the casual glances the recorder received in the footage, it’s fair to assume the person filming was a female and a student of CHS, otherwise she wouldn’t have been dismissed so easily. The text messages mentioned it was sent to them, implying that it wasn’t themselves recording, likely one of the school’s girls they were blackmailing. They choose to risk their exposure convincing a girl to throw her fellow classmates under the bus, probably in a lie claiming it was to save her own skin… How shrewd.
 
 On the one hand, given how they think all the girls at CHS are sluts… A fact that, while likely true, should be considered a negative aspect in this world. Coupled with the fact that they weren’t in the locker room themselves, could possibly mean that Twilight’s blackmailer is male with a negative opinion on woman. On the other hand, it is possible they weren’t in the locker room, simply because they are not a student of Canterlot High themselves and would have attracted undesired attention. So… either male, or not a student of CHS… or perhaps both… The only thing that is certain is that I should really pay a visit to those locker rooms myself so I can enjoy another view with my own two eyes…
 
Unbeknownst to her, Twilight was giving her another set of worried glances, none of which went unnoticed by Sunset Shimmer, who was now paying only half attention to her other friends at this point. The fiery-haired girl shot her own set of odd glances at Chrysalis in return…
 
Chrysalis: I’d imagine you could blackmail any one of those girls in that video. So tell me, who else would you have me see to that you haven’t managed to document in the flesh? I would be more than happy to pay them a visit.

SA: Well, I suppose I can tell you. Twilight and her friends are the most popular students at CHS by a long shot. But so far, we’ve only managed to capture her, Fluttershy, Rarity, and lol, you. Didn’t want to risk sending them all those dumb secret admirer toys at the same time. Otherwise they would probably get suspicious. But I need ALL of their naked bodies on my hard drive before we do anything.

Chrysalis: Forget just having their naked bodies on camera!

SA: What do you mean?

Chrysalis: Naked girls and CHS whores touching themselves is all well and good. But I can aim a little higher than that! What would you say to actual sex on film?

SA: Wow… really? That would be perfect! The girls at CHS get remarkably little action for being such whores.

Chrysalis: I know right? Just name one, and you’ll have her in your library soon. My gift towards my new best friend.

SA: Lol, alright. If it’s sex getting sex on film you are talking about, any of Twilight’s friends are on the table. But, I suppose less of an emphasis on Rarity and Fluttershy if you had to pick. I already have them. But Twilight is still a good target. Especially Twilight. I would love to see just how much of a moaning little nymphomaniac that bitch is in bed. Even if she isn’t, anything that would make her look like that will be awesome.

Chrysalis: Very well. I’ll see what I can do…

With that, the conversation came to a halt. Chrysalis pocketed her phone before contemplating her thoughts once more.

Interesting… It seems as though this person may have a personal vendetta against Twilight. For being such a sweet girl, it’s hard to wonder what exactly she could have done to wrong someone. Especially for having been at this school for such a short amount of time… But, perhaps I can appease this person for now, seeing as I already intended to test one of these girls on their submissiveness ranking and sexual addiction tonight anyway. Two birds with one stone, at its finest.
 
“Well girls, it’s getting pretty late,” Rainbow conveniently spoke out, checking the time on her phone.

“I’d say,” Rarity concurred with a sleepy yawn. “I’m long overdue for a good beauty sleep. I shan’t be tardy for my appointment at the spa because of some late night partying again!”

“Yeah….. I’m all party pooped out,” Pinkie Pie exclaimed. Whenever Pinkie had enough of a party, the others knew that it was over. The seven girls slowly rose to their feet and began cleaning up their trash as they prepared to head their separate ways for the coming weekend.

“You’ve been awfully quiet tonight, Chrysalis,” Sunset suddenly spoke out, grabbing the attention of everyone else in the room. “Was there someone texting you? A… special boy perhaps?” She asked in a not so subtly hopeful tone, casting a quick glance over to Twilight to ensure she was listening.

“OoooOOooo!” Pinkie cooed in her usual exuberant fashion. The energy she had spent on the party seemingly back in full force somehow. “Have you snagged a lucky guy already?! You’ve only been at CHS for a day you player!”

“Actually no… that was my landlord,” Chrysalis replied plainly.

“Oh…” Sunset deadpanned.

“It seems as though there has been a rather unfortunate gas leak in my apartment complex… So, it doesn’t look as though I will be able to sleep there tonight. A terrible shame, truly.”

“Oh my goodness. That’s awful!” Fluttershy gasped, putting a shocked hand over her mouth. “I-I would be more than happy to offer you my brother’s room to stay in while he’s away at school. You can have it for as long as you would like!”

“Ah shucks!” Applejack added. “Ya’ll can have Applebloom’s room for the weekend too. The girl is on her own sleepover over with some of her classmates. Reckon she won’t mind.”

“That is so kind of you all,” Chrysalis beamed at her new friends. “But I couldn’t possibly impose with parents and siblings around. Not to mention my legs are awfully weary from all this walking…” She turned her scheming head to the purple bookworm. “Say… Twilight. Your brother and parents are out of town are they not? Perhaps you would be open to offering me a room for the night…?”

It wasn’t just because she was a good friend, but considering that Twilight was still rather clueless about Chrysalis’ plan to catch her blackmailer, and would have preferred a more concrete understanding of what she intended on doing and what information she had, the girl seemed more than eager to want to agree. The opportunity would be a perfect chance to catch up. “If you don’t have a place to stay, I’d be more than happ-” Twilight warmly started, before being promptly cut off.

“WAIT! She can stay with me!!” Sunset Shimmer suddenly shot in. She quickly caught herself, her voice sounding slightly too desperate to the point that even the others noticed it. Sunset composed herself, clearing her throat before saying, “I mean, I would just love to have… Chrysalis… over. It would be a perfect opportunity for us to girl it out and stuff. Besides, my place isn’t that far. I can carry her if she wants.”

“Oh… well that works too,” Twilight beamed. She realized she was being selfish wanting to hoard their newest friend to herself, just so she can fret over her all night. No, Chrysalis deserved all the time in the world to make friends with Sunset and the others. Their talk could wait for later.

Chrysalis glanced indifferently at the other girl. “Fine,” she shrugged. I suppose a test subject is a test subject. Besides, as I believe the others have said, this girl also lives alone. Ideal conditions seeing how loud they can certainly get.






The two girls walked side by side down the city sidewalk as they made their way to Sunset’s residences. A journey that was nowhere near as short as she had made it out to be. It didn’t take a detective like Chrysalis to see that, unlike Twilight’s other friends, this one was acting rather off with her. Rather odd since she had so eagerly offered up her own place for her to stay. Her attitude was possibly due to the fact that she couldn’t pin her to a pony back in Equestria, and had no known common interests to bond over. Well… since she was a woman there was the usual one, the thought of which earned Chrysalis an evil chuckle. But that went without saying.

Finally the pair had arrived at the school girl’s studio apartment. Chrysalis quickly noted it was a rather spacious one at that… really roomy. Like she had no idea how a single teenage girl working as a sushi waitress could afford such a large apartment. But, in the end, she supposed the exact details were moot. If things went according to plan, Sunset Shimmer would never step foot in here again.

“So… yeah, make yourself at home if you want,” Sunset off-handedly commented as she carelessly tossed her backpack to the side. “Food is in the fridge if you want some. I’m pretty tuckered out myself so I’m going to get ready for bed,” she yawned.

“Alright… I think I’ll start getting ready for bed as well…” Chrysalis spoke through a thinly veiled grin. Her eyes continuously scanned the room in search of anything she could possibly use. It wasn’t much, this girl must have hidden her sex toys well. All she could see was a long lasso in the corner she recalled Sunset saying she borrowed from Applejack to practice with. It would have to do for now…



Sunset sauntered off to the bathroom. Shutting the door with her foot as she stared into the mirror. Something is just weird with this new girl… She’s nice and everything and has a lot in common with the girls, but I’m just getting this strange feeling around her. I can’t explain it… And what kind of name is “Chrysalis” anyway? Sunset diligently brushed her hair and flossed her teeth before peeling off her worn clothes. Shooting her body a quick inspection in the mirror, she casually put on her black underwear and purple PJs. Sliding them plainly over and on her body as her thoughts continued to roam. Well, hopefully she won’t murder me in my sleep or anything. I just need to keep her away from Twilight until it finally happens. 

	Exiting her bathroom, Sunset was rather surprised to see no sign of her newest friend. Not on the couch, where she had expected her be. Nor was she by the freezer, munching away at week old uncooked sushi leftovers.

Odd… Sunset thought as she climbed the stairs up to the loft where her bed was located. Only to find a surprise waiting for her in her bed.

“Chrysalis!!” Sunset exclaimed, spotting the girl already curled up and snoozing away under the covers of her own bed. “That’s where I sleep!”

“Indeed it is…” Chrysalis humorously replied, as if expecting the other girl’s outburst for some time now. “And there’s plenty of room for two in here,” she added with a giggle, withdrawing a hand from under the sheets and sensually rubbing the empty side of the bed as if inviting her. “Mmmm, I certainly wouldn’t mind sleeping with you…”

Thought Sunset quickly noticed something else as the bedsheets pooled around Chrysalis’s chest, like a PG-13 rated movie that didn’t quite want to show boobs. Her shoulders were bare, and there wasn’t any hint of a bra. The only thing she saw was a stylish black band wrapped around her neck. A rather odd fashion choice if she ever saw one.

“A-are you… naked under there?” A dumbfounded Sunset Shimmer asked, not quite wanting to know the answer herself.

“Why? Don’t you sleep naked too?” Chrysalis asked innocently. Though her mind was raging. Oh PLEASE don’t tell me the women of this world are so sexually repressed they don’t even sleep in the nude! Fucking hell…

	“I think…. I think I’ll just sleep on the couch downstairs. Yeah… ok,” Sunset muttered as she slowly started to backpedal away.

“Wait!” A hand grasped at Sunset’s wrist before she could leave. A hurried action that in doing so, caused the bedsheet to fall from Chrysalis chest, revealing two of the most beautiful and largest breasts Sunset had ever set her eyes upon. Even with everything going on, she couldn’t suppress a red blush crossing her cheeks. “Please… wait,” The woman’s voice now seemingly more apologetic and sincere now as opposed to seductive. Sunset made no move to jerk her hand free, partly wanting to hear what she had to say and partly due to the fact she was rather distracted by her jiggling tits. “I...I’m sorry if I’m acting a tad strange. It’s just… it’s just that the land I’m from has a vastly different culture compared to you... I’m sorry. I meant no offense.” Chrysalis sniffled. Sad and rejected as she averted her gaze from the fiery-haired girl, sniffling as though she was fighting back tears.

Sunset instantly softened as she heard the heartbreaking noise. “Oh no… no no no, I wasn't offended at all. It’s just-”

“I knew it would be hard to fit in. I knew I would just be a social outcast again!” Chrysalis cried through a thick series of sobs.

“What do you mean, Chrysalis?” Sunset hurried to comfortingly reassure, placing a warm hand on her bare shoulder. She knew all too well what it was like to be a loner, after all. “All of the girls love you to piece and have accepted you! S-see? We can sleep in the same bed!” She added, picking up the covers, managing a small brief look at the rest of Chrysalis’s unclothed form before sliding in.

“O-ok…” Chrysalis sniffled as she wiped away a tear and began to calm down. “A-as long as you don’t find it weird or anything...” Damn… that was easy. She whistled inside her head. I’ve still got it!

“It’s perfectly fine,” Sunset smiled, reassuringly. After all, it was just sleeping in the same bed together. She didn’t know why society made such a big deal out of it anyway. She slept within close proximity with her friends at Pinkie’s slumber parties. Was it supposed to be weirder just because they were under the same bed sheet? “Let’s just get some sleep. Okay?” She yawned as she rolled over to face away from the other girl. Hoping that the awkwardness of the recent situation would soon fade.

To her surprise, she felt Chrysalis position herself on her back… Was she?... She was! She was actually spooning her! Another blush she was thankful the other girl couldn’t see crossed her cheeks as she felt the unmistakable sensation of two rock hard nipples grinding against her back as Chrysalis’s breasts pressed themselves into her like pancakes.

“Mmmmm,” Chrysalis purred as she embraced the smaller spoon even tighter. “We do this quite a bit where I was from as well. It keeps up warm… in both body and spirit.”

“Uh huh…” Sunset noted, her embarrassment aside, she was growing rather curious about the other girl’s old home. Anything to distract her from the sensation of skin on skin contact. Sleep could wait for now, not like it had a choice. “Where did you say you were from again, Chrysalis?”

“A small kingdom a few worlds away… You’ve probably never heard of it…”

“I see, and everyone there sleeps naked? And in… close pairs like this?” Sunset went on.

“Only the women…” Chrysalis went on. Though she was talking in a casual tone that lightly suggested she was interested in talking and not so interested in sleep. What Sunset didn’t notice was that Chrysalis was closely monitoring any and all signs that could possibly suggest she was finding her tale arousing. If she was, it would be just the proof the changeling needed to convince herself that these female humans were a viable addition to their sex slave family back in Equestria. If only this girl knew how much was riding on her… “Female nudity is not so frowned upon as it is here.”

“Really? That’s kinda interesting…” Sunset noted. It was true in its own way. One could easily find some violent gory shooting games or movies where heads popped off in bloody action. That was fine and normal by today’s standards, while doing something like showing a nipple was not. “But do guys still… you know… see you naked?”

“Of course! All the time!” Chrysalis beamed. “Don’t tell me you’ve never been seen naked by a guy…” Please…. For the love of Celestia do not tell me that!

“I mean… maybe one…” Sunset Shimmer admitted through a thick blush, thinking back to her time with Flash Sentry.

“Ooooo,” Chrysalis purred into her ear as she breathed a sigh of relief. At the very least, she was making some good progress into earning this girl’s trust and friendship. Not to mention a possible topic to get her target a bit more in the mood. “Tell me about him. Was he cute? Into romance? Funny?” Chrysalis gushed. Did he cum inside you? Enslave you? How long was his dick? Did he, at the very least, impregnate you?

“Yes, yes, and yes,” Sunset replied fondly. “What about you, Chrysalis? Did you have a special somebody?”

“Oh yes, and he was magnificent. But that’s mostly because the boys back in my hometown are much more… direct with their relationships.”

“Really? Heheh, how so?”

“Less courtship. Less flirting. Less of the ‘dating’ ritual in general. If a guy wants to fuck us silly he can do so without even asking.”

“What?!” Sunset gasped, thinking she must’ve misheard her friend for a moment there.

“It’s true,” Chrysalis beamed happily as she recounted her proudest achievement yet. “Despite being the minority, it’s entirely male ruled and dominated. Any and all women or girls like us… we strut around all day without clothes because they tell us to. We have no rights, not even a right to our own bodies. We are just toys used for their pleasure and sexual gratification.”

“There… there’s no way that’s a real thing… you must be joking! W-who would even want to live in a place like that?!” Sunset replied. Chrysalis smiled as she sensed the girl’s breathing and heart rate increasing. Like usual, they said one thing while their bodies said another. She would have said she was tired of women always putting up this pointless charade, but at least it was predictable.

“They sure love it. In fact, they’ve never been happier,” Chrysalis hummed on, hammering her points home. “Imagine, leaving this boring mundane school… and your pointless unrewarding job... and joining a world of love. Where our gender accepts the role in life they were always meant to have! On our knees beneath men, obediently sucking away at their cocks.” It was a rather refreshing act of Chrysalis for once seeing as she wasn’t even technically lying to her target. “Shhhhh,” she hushed, putting a finger to her lips to silence her doubts. “Just picture it, Sunset dear. Waking up in a cage next to your owner’s bed. Sucking his morning wood as a daily wakeup call. Making him breakfast as he takes your ass from behind. Venturing outside, completely naked, on a leash, fucking anyone who fancies your gorgeous body.” Sunset continued to silently lie there in her undoubtedly lusty thoughts, allowing Chrysalis to venture a playful hand underneath her pajama top and through her bra. The schoolgirl didn’t resist, or make a move to stop her, causing Chrysalis to break out in her widest grin yet. Things were going better than she had hoped for!

“Oh yes, we could find you a good owner…” Chrysalis went on as she added to the bonfire burning away between Sunset’s legs. “Reliable, caring, and with a thick cock too. Funny how the most endowed are usually the ones with the most coin. Oh that’s right! I forgot to mention! Girl’s like us are sold at auctions to the highest bidder. But…” Chrysalis emphasized, giving a few hefts and gropes of Sunset’s breast to give an accurate, albeit, unnecessary appraisal. “I’m sure such an item like you would be a top line item of the night. Easily a closer to make them empty their pockets.” And that was assuming Sunset as a pony. Since she would be a human back in Equestria, the rarity in combination with beauty would only add to her outrageous price. A sex slave fit only for the wealthiest aristocrats!

“You...I...wha-I-...this can’t be real…” Sunset managed, though it was far too late for her to deter Chrysalis from her goal. Her body had already signed the pact, and this changeling had gone waaaaay too long without having sex! Slowly but surely, Chrysalis’s other hand began to sensually slide down her pajama bottoms…

“Get naked, dear… and I’ll show you just how real it is,” Chrysalis growled in her ear with a predatory grin.

The logical part of Sunset’s mind managed to snap herself out of her trance-like state upon hearing those words. Things were getting way too real way too fast! She panicked, jumping out of the bed, panting heavily.

“N-n-n-no! N-no thank you!” Sunset stuttered back to the other girl, who seemed rather undeterred from her abrupt exit. Her gleaming eyes remained rather glued on her, or rather, lower down on her... Sunset Shimmer blushed even harder in embarrassment as she hurried to fix her pajamas. Her bottoms and underwear had been pulled down to her knees, allowing the changeling a few giggling glances at her soaked folds and damp panties. And somehow, without her even noticing as she talked, her top had been hiked up to her shoulders! Her bra had been… wait, where was her bra?

Chrysalis whistled innocently as she twirled the black undergarment in her fingers before tossing it off the second floor loft and into a trash can on the first. The bed sheet had drifted away, now revealing the full elegance and charm of the changeling human’s unashamed bare form.

Now Sunset was piecing together exactly who she had just invited to her home… and bed. A world class pervert who was rather amazing with her hands. She would have regretted her decision to bring her here, had Twilight not been the alternative.

“Awwww, giving up already?” Chrysalis fake whined as Sunset pulled her pajama top to once again cover her now bare breasts. “You were so close too.” Weak willed, weak minded… another mark in my favor.

“Listen… Chrysalis… I don’t t-think we should… I mean, we just met! Today in fact!” Sunset urged.

Chrysalis would have rolled her eyes if it hadn’t broken her character. This was exactly why women were given a collar and told to be obedient to whatever the men want. When given a choice between having a session of mind-blowing girl on girl pleasure fest or nothing… they choose nothing. And it was sex with her no less! Thankfully, there was always a more hands-on approach.

“Hehe, that’s your problem, Sunset,” Chrysalis giggled as she grabbed Sunset’s top and forcibly pulled the girl back into bed with her. “You’re thinking! Leave that for the men! Learn to act on your impulses!”

“Whoa! H-hey! G-get off me!” Sunset cried out in a panic as she wrestled against the other girl. Chrysalis all too eagerly and playfully wrestled back, all the while trying to work her clothes off once more.

“Ha! Feisty one aren’t you!?” Chrysalis laughed as she pinned down two of Sunset’s arms with a single hand. The other tugging upwards on her top, hoping to rip it clean from her slender body.

“Let go of me!” Sunset exclaimed, breaking free of Chrysalis’s grip and throwing her face down onto the bed.

“Guys love it when their sluts have a little fire in them! How much do you think they would want to see us now?” Chrysalis laughed.

Sunset held her down, though with much effort, this girl was surprisingly strong! Yet an idea popped to into her head as she spotted Applejack’s lasso, for some reason, laying off the side of her bed. She risked detaching her hands from the girl’s backside as she quickly grabbed it. Working quickly with all the knowledge and experience the farmer had bestowed upon her, she looped them around Chrysalis’s wrists, before pulling them tight. With that done she roughly yanked her arms back and bent her legs at the knee to meet her bound wrists. Struggle was all the bound changeling-human could do as she tried and failed to break her limbs frees of Sunset’s loose knots.

“Ha-ha…” Chrysalis gasped as she came to the acceptance that her hands and ankles were hogtied behind her back. “I see you are quite knowledgeable in the art of bondage! Hehe, I dearly hope you don’t take advantage of me in me in my immobilized state!”

“Ugggg! Give it up you horndog!” Sunset scoffed, satisfied that her naked friend was thoroughly tied down.

“Mmmm, but I can just feel the sloppiness in these bounds,” Chrysalis purred as she wiggled her hands and feet. “These ropes aren’t going to hold me by the time you’re able to sell me!”

So weird! But, what to do with her now? Sunset pondered as she watched the girl endlessly struggle against her bonds, driven by pure lust and a desire to get at her body once more. Dump some cold water on her? Tell someone about this?... No… the girls would be devastated if something happened to their newest friend. They might even blame me! I’m sure she’s just having a temporary freak-out.

“I see that you’re staring. Gooood. Why don’t you get those clothes off so I can have something to stare at too!” Chrysalis practically growled now, her bonds getting slightly more loose by the second.

On second thought… Sunset wondered as she glanced over at the geode sitting out on her bedside drawer. I wonder what’s going through her head… The would be the easiest way to call her out on those stories she made up at least. Maybe discover the reasoning behind her crazed attitude.

Chrysalis didn’t tear her eyes off Sunset for a moment, not even to blink, as Sunset calmly walked over to her dresser. With one hand she grabbed her orange geode, she took a deep breath as she mentally prepared herself for what she might see. With that, she grabbed Chrysalis’s arm.

Her eyes glowed white as the world around her changed…

“Aha!” Chrysalis proclaimed as she slipped a single hand free from the knot, albeit with much difficulty. After that, it was easier to work her second out of the remaining knot. Her feet were cakewalk after that. Though through the lust clouding her mind, a part of her wondered why Sunset hadn’t moved to stop her from getting free. Her question was soon answered as she looked on the floor off the side of the bed.

There was Sunset Shimmer, eyes glowing white as she writhed and spasmed, helpless lying on the floor.

“E-e-e-equestria…. T-Twilight…!” Sunset gasped, her attention in a whole different plane of existence.

“Ooooo… Mind magic… huh? You naughty naughty little girl!” Chrysalis cooed. Far too horny to be surprised as she bent over, picked up, and threw Sunset onto her bed where she herself had been trapped mere moments ago. “And here I thought I would be free of that pesky school of magic when I came here… Oooohhhh you are going to be punished for this, slut!” Chrysalis licked her lips wickedly as she grabbed at the neckline of Sunset’s pajamas with both hands. Using her lust driven muscles, she tore the garment in two with a resounding rip and tear down the middle. Sunset’s breasts once again meet the air of the apartment as they were thrust into Chrysalis's leering gaze. Sunset didn’t notice any of it, her mind still entwined with whatever it was processing. Her body jumping and lurching on the bed as it was overcome with sweeping sensations, that which she had never felt before! Though for Chrysalis, all that movement was a rather delightful show of Sunset’s tits as they bounced, jiggled, swayed on her chests hypnotically. She found herself unable and unwanting to tear her eyes off them, even as she ripped the remainder of Sunset’s pajamas and panties from her legs. Finally rendering the school girl as naked as she was.

Chrysalis drank in the pure charm and beauty that was the bared female human form. So similar to the ponies back in Equestria, and yet, so different. They were just so cute… so perfect… A myriad of mysteries remained yet to be discovered on how to properly pleasure these creatures to a resounding orgasm… How to drown them in a sea of pure ecstasy until they were little more than a pile of drooling flesh on the floor. Chrysalis would relish every second of figuring them out.

She leaned in deep as she took a good long whiff on Sunset’s smell as she shudder in pleasure. “Mmmmmm…. You’re all mine now, slut!” She cooed, petting Sunset’s head affectionately for a moment. Then she promptly reached over for the rope.



Meanwhile, in the realm that was Sunset Shimmer’s mind, the present day world had all but vanished. The thoughts and memories of the girl she had touched came rushing through her all at once in an endless stream. This wasn’t as simple as it had been with Gloriosa…this was way more extreme!

Now she knew. This girl… this girl wasn’t just a pervert! She was probably the biggest pervert who ever lived!!

If Sunset had to describe it, and she doubt she could, it was like a thousand porn videos were constantly playing in Chrysalis’s mind at the same time. Anytime she had set her eyes on one of them and talked to them in normal conversation, her mind had pictured them in hundreds compromising sexual situations faster than a computer could come up with them! But that wasn’t everything.

Through the haze and sexual fog that was with girl… Sunset also managed to catch a glimpse of her memories. All of them centered around a certain familiar place she once called home. Equestria. But… it was different now… Different because of her!

It was being invaded! Sunset saw through Chrysalis’s point of view. Mares… so many mares. All of them talked out of their clothes and into spreading their legs for her and her drones. Twilight, her friends… well, the other world’s version of her friends… they had all been caught to! All of them were on the ground, helpless… Their bodies being used like toys by Chrysalis’ men. Cocks everywhere thrusting in and out of their cunts, fully intent on cumming inside and converting them into cock-addicted broodmares!

But… the look on their faces… They weren’t crying, saddened, or dismayed in the slightest at the thought of becoming sex slaves. No.. they looked… almost happy? There was no mind-controlling magic used on their minds, no fool trickery to alter who they truly were… Even after the clouding lust of an orgy faded, and their rights were stripped away to match that of a mindless animal… all of them seemed content with their new station in life. That they were finally doing what they were meant for. Their true purpose in life.

A thousand more mental memories started to flood into her mind all at once after that. Each one of Chrysalis’s sexual conquest against Equestria as town after town fell to her and her swarm. Collar after collar finding its way around a woman’s neck, each one signifying a lifetime worth of rutting and breeding ahead of them. Next, a rather embarrassing defeat by a group of stallions who managed to get her to enslave herself. After that, the complete destruction of Appleloosa, a town of vile stallion rapists. Weeks worth of information absorbed in mere seconds of time.But the power of Sunset’s spell was starting to fade. Slowly but surely Sunset’s eyes ceased their white glow and returned to normal.

To say the least, Sunset was rather shocked to find that she wasn’t where she thought she would be. She was on her bed, her wrists bound together by the same rope she had used! But this time, the knots were amazingly professional and secured to the legs below the bed. Her two legs were bound and spread open wide to the other legs of the bed. The most glaring detail of all was the fact that her pajamas and underwear were gone… she was completely nude!

“Mmmmm… I apologize if I got a little carried away there,” Chrysalis spoke, notably much more calmer than she was before. “I get a little angsty if I go a while without… this,” she purred curling up into Sunset’s side as if she were her lover. But Sunset wasn’t focused on that by the least right now.

“E-Equestria…” Sunset gasped, her mind still slightly recovering from the total mind blast she just experienced. “What did you do to it?”

Ahhhh… so she did spy on my memories. This girl knows of Equestria now. Guess the cat’s out of the bag… Chrysalis cleared her throat. “I fixed it. I helped the ponies form a society they should have always had. But some thanks I got, right?”

“So… so the only reason you’re here now is to…” Sunset went on as she put the piece of the puzzle together.

“That’s right,” Chrysalis cooed as she booped Sunset on the nose. “You’re next!” She said it almost playfully, though it was news that would surely affected countless people! “Everyone will be under our rule soon enough. Consider it an honor to be so far up in line. In fact, I believe you are going to help me in my mission.”

“Help you?” Sunset squirmed against her bonds. “Why on earth would I do that?”

“Oh, don’t try to lie to me,” Chrysalis giggled. “Your body itself betrays you. It tells me everything I need to know.” True to her words, the valley between Sunset’s legs had grown considerable more damp in the past few minutes. And it certainly didn’t help that her roommate’s hand was teasingly venturing so closely to her cunt too. “Did you enjoy my memories, dear? Did you enjoy watching as I subjected those ponies to my will? How my men conquered them all with nothing but their cocks? How some sexy babes like you were collared and trained as a man’s pet?” This girl was everything she had hoped for! The proof was undeniable to Chrysalis at this point. As far as she was concerned, Sunset Shimmer, along with all other human females were just mares inside a different body… But from the insistent way she was flailing against her bonds it only prompted Chrysalis to say, “it seems as though you need some extra persuasion.” She pressed Sunset’s geode harder into her bound hand, unable to drop it from her grasp as Chrysalis began moving her hands over the bound girl’s bare body once more. Sunset was unable to stop her powers from kicking in as her eyes flashed white once more, forced to relive more perverted memories of her captor.

Sunset could do nothing but watch everything, this time remaining rather still in place during her viewing. In the past, her mind-reading powers had worked instantaneously but now, her magic seemed insistent on showing her so much more!

Chrysalis hummed to herself as she took her position between Sunset’s spread legs. Even subconsciously, Sunset’s bound legs were furiously trying to rub together, anything that would provide her aching sex with the slightest bit of relief! Chrysalis could see it as she peered in close, how her folds quivered in need, growing increasingly damp in hopes to aid the passage of a thick cock that rapidily slid in and out of her walls before depositing a thick load of fertile cum in her empty womb. While, sadly, she didn’t have access to a cock at this moment in time, she did have the next best thing.

Her long dainty tongue extended from her mouth as she leaned forward to meet Sunset’s sex. One teasing lick was all it took to arch the girl’s back off the bed as she screamed in pleasure.

“Mmmmm,” Chrysalis moaned as she lipped her lips, savoring the sexual juices she had stolen from the girl. “Delicious.”

But Chrysalis didn’t go to town, as she quickly would have for any mare in a similar predicament. Instead she took her time, licking, fingering, and teasing select areas… ensuring the girl was kept on the brink, but never past it.

“That’s right,” Chrysalis cooed evilly. “No cumming for you just yet. Focus on the pleasure. Let it mold you. Let it shape you.” Chrysalis thought back to when their mutual friend did the same thing to her. She remembered what it was like… the feeling of denial, yearning for release with your entire mind, body, and soul, and how effective it could be with showing a girl the light.

Meanwhile Sunset was in another world of her own. It was hard to focus on any particular memory from the thousands that whirled around her. All of them looked so similar… no wonder Chrysalis was so confident in herself! Every time one of her drone’s cock found a way between a mare’s legs, it was like a key to the mare’s soul had been unlocked!

They always looked so happy as they were stripped and used. Never once looking back on the droll life they once lived. Never feeling a dread of shame so openly displaying the parts of their body they had so diligently kept concealed for all those years. As soon as the right cock came into play… they were happy… happy… happy…

“Happy…” Sunset mouthed as Chrysalis’s tongue dove in at full force.

Sunset didn’t even remember the orgasm that caused her to black out.





It was morning by the time Sunset Shimmer came to. The rather weary girl awaking in her bed as the sun shined through her windows and onto her face.

“Ugggg… w-what time is it?” Sunset muttered as she rose from the bed. She was still rather naked, but the rope holding her down was now, thankfully, gone. It would have been rather hard to sleep like that.

The alarm clock next to her bedside read it was already well past noon. Fortunately, it was still the weekend so she wasn’t tardy for any class… just left wondering if the events of last night had really drained her so.

“Chrysalis?” Sunset called out, throwing off the covers. Oddly enough, her perverted roommate had not been there snugging into her side as she slept. The fiery-haired schoolgirl lept from the bed, reaching for her discarded clothes, only to draw her hand back in hesitation. No… Chrysalis would definitely not like if she did that.

Opting to remain in the nude Sunset drifted down from the loft of her apartment. On the ground floor Chrysalis was quickly spotted sitting at Sunset’s desk, likewise naked, but seemingly rather engorged on her laptop.

“Morning?” Sunset called out hesitantly as she approached the girl from behind.

“Morning, dear,” Chrysalis replied back plainly, though not averting her gaze from monitor in front of her.

“What-what are you up to?”

“Research of course!” Chrysalis answered cheerfully. “It took some poking and prodding… but it turns out these nifty little devices you girls always carry around are just brimming with useful information on the line!”

“On the line?” Sunset asked, now knowing why Chrysalis wasn’t in bed when she woke up. She had been up night cruising the web!

“That’s right! As you know, after my recent evaluations with you, Sunset, in bed last night, heheh, I have decided you girls are suitable to join us in Equestria!”

“Right… Equestria… it sounds like a nice place,” Sunset fidgeted. After viewing and forcefully reviewing her lewd memories repeatedly, Sunset now knew exactly what this girl was up to. She couldn’t lie to herself, or Chrysalis for that matter, that some part of her found it appealing, but getting dragged apart from Twilight and her friends that she had built her life around here was the last thing she wanted to happen.

But even if she wanted to stop Chrysalis, and that was counting of if she could or wanted to, she knew it would only be a matter of time before a swarm of changelings just like her came crawling through the portal… possibly bringing more magical problems to this world.

“Chrysalis… in Equestria… when I’m given away as a sex slave, will I be separated from my friends?” Sunset asked with concern.

“Them? Generally it depends on where the master you are sold to feels like living… but those six girls in particular are the exception. They will be staying put in Ponyville like their Equestrian counterparts. I’ve gone through some trouble to explicitly state to those girls’ masters that they remain in their hometown. Both for security reasons, and I guess, friendship to… whatever. It would be an interesting experiment seeing how they compare to each other in the sack. And I suppose, if you are so close to them, you can be added to the list.”

Perfect! Sunset wanted to jump for joy, seeing as she had just met the prospects of the best of both worlds. For now, she silently keep secret the fact that she was actually a pony mare from Equestria, fearing different treatment and separation from Twilight should Chrysalis find out.

“But still the matter remains of how I am going to transport you all through the portal,” Chrysalis went on as she typed away at the keyboard. More like hunted and pecked each key as she looked down at them. “Boggles the mind what sort of imbecile put the letters on here in this order!” Chrysalis grumbled. “Does the alphabet run differently in this world?”

“What are you looking up anyway?” Sunset asked.

“News, people, events… any information that can help me take your world. This goggle site has been rather helpful in my task. You wouldn’t happen to know of any public gathering where the women of your world meet up and strip down with their defenses lowered by any chance would you?”

“Ummm, none that come to mind, and it’s pronounced: ‘Google’.”

“Odd name for one of these things,” Chrysalis shrugged as she continued her research. Though it seemed as though one topic in particular had been researched far more than anyone as the web page popped up.

“WHOA!” Sunset said as she averted her gaze. Chrysalis casually bringing up the homepage of Pornhub as she scrolled through the long list of videos like it was the most natural thing in the world. She would have to be extra sure to thoroughly clear her browsing history after this.

“I never thought this world’s mating habits would so accurately match that of Equestria’s!” Chrysalis cooed as she eyed each large chested pornstar in the thumbnails getting railed nine ways to Sunday. “As if I needed anymore proof that you all belonged with us though, hehe. Though it is funny how I once thought you all were such prudes who didn’t even know how to masturbate! This public page here shows me you girls aren’t the least bit afraid of showing off on the line! Odd how that bitch I was texting is blackmailing girls with the same thing…”

The vision of what Chrysalis was referring to quickly popped into Sunset’s mind via the memories she viewed! Someone was gathering up nude pictures of all the girls at CHS! And wait… something else was coming through that she had gleaned from Chrysalis’s thoughts.

“You sent them pictures of me!?!” Sunset exclaimed, seeing now that Chrysalis had so sneakily hidden her phone’s camera away before their encounter last night, pointed directly at her bed. After she had passed out, Chrysalis had retrieved her phone and sent the rather lewd images to the Secret Admirer, who was rather impressed and excited, even though it wasn’t Twilight as they had originally wanted.

“I previously considered a full video… but I decided some things that came up in our conversation were best left unheard by others,” Chrysalis replied casually. “Don’t tell me you are… embarrassed by that.” This time the other girl turned around in her swivel chair, eyeing her.

“Well… yeah I kind of am! You sent nude pictures of me to some person I don’t even know without my permission!”

“Of course this world is anything but consistent,” Chrysalis replied with an annoyed roll of her eyes, turning back to the laptop screen. “You can take a lesson from these fine girls on this hub of porn page, Sunset. They certainly aren’t ashamed of posting recordings of their sexual intercourse on the line. If more of you girls were like this you wouldn’t be able to be blackmailed at all! And what's next? Is someone going to blackmail you by threatening to reveal the color of your hair?”

“I… uh, what?” Sunset answered in a confused tone. She felt as though she would need some time to wrap her fully head around the changeling’s argument to refute it. It was quite obvious they had polar opposite views when it came to dignity and shame, and engaging this girl in a debate would mostly likely be a losing battle… where she ended up tied in bed again having sex with her.

“But the Secret Admirer deal is a moot point,” Chrysalis went on, giving Sunset no time to think. “If you help me in my mission, we’ll get your school through the portal and into Equestria. Then the worries of this world will be behind you forever. And I would prefer that sooner than later.” To Chrysalis, she was on the clock. Not one set by her, but the entire world. A world brimming with moronic leaders with weapons more deadly than the changelings’ magical strength amassed in Equestria. She had to get CHS through the portal not just because it was the right thing to do, but because it was only a matter of time before this world broke out into a deadly war.

“Just CHS? No one else?” Sunset asked. She was grateful all of her friends would be included in the adventure over, but given the option she would have loved to include a few students from Crystal Prep as well. “And are you bringing the guys over too?” She asked, remembering a good string of angry in Chrysalis’s memories directed towards stallions… though it was possible that was just her beef against stallions and no men in general.

“For now, I suppose it is the realistic goal.” Chrysalis sighed. “And yes the boys as well. Unlike this world I’m eager to see if they can adopt into a male dominated one. If nothing else they’ll prove to be an interesting set of test subjects for one of Twilight’s experiments. But for now your school is just a small sample size so Equestria can adjust to your kind. Run some studies, perhaps allocate land for humans to settle down in as their own. Maybe, with that done, and if Twilight could alter the portal so as to allow us changelings to take our magic through it, we can talk more about mass immigration, which I am quite excited over. From what I have witnessed here, your kind will perhaps prove to be the most beneficial new partner in our family. Just think of the possibilities! You humans and your odd technology, and us with our magic. If we joined together, who knows what we will come up with.”

“I-I guess I can see the logic in that,” Sunset said with a shaky nod. If nothing else, as long as she cooperated, she maintained a hand on the steering wheel. Hopefully with the ability to influence what was about to take place for the better. “I think I may have a few ideas that can help you.”
> An Unexpected Complication
> --------------------------------------------------------------------------

“Alright, just let me do the talking,” Sunset Shimmer urged as she and Chrysalis approached Principal’s office door. “Principal Celestia loves me to pieces and owes me a few favors… not to mention you tend to have...ummm, a certain way with words sometimes, Chrysalis.”

“I don’t understand…” Chrysalis pondered as they paused at the door. “It’s the weekend. Why would your principal be here and not out searching for a sexual partner? She is single is she not?”

“Yeah, exactly,” Sunset groaned, wanting to bang her head on the wall slightly. “And our principal is a bit of a workaholic. She likes to come in on Saturdays and prepare for the coming week.” She pushed open the door to the office as the two of them entered, Sunset promptly greeting the older woman.

“Why hello there, Sunset, oh, and Chrysalis!” Celestia beamed as she looked up from a stack of papers on her desk. “I wasn’t expecting any visitors today, but it’s nice to see you’ve already made a friend at our school. I just knew you would fit right in!”

Friends don’t make their friends work that hard to have sex… Chrysalis grumbled in her mind as she returned a bright smile. “I’m glad to. I was quite surprised at exactly how much Sunset and I had in common.” She opted to keep silent though about knowing a few friends who would love to ‘fit in’ with Sunset as well.

“Well, what brings you two to me today?” Celestia asked, her full attention on them now as she leaned back in her chair.

“We just wanted to share an idea that we thought up of that we think the entire school could benefit from,” Sunset laid out as she stepped up in front of the desk. “A school wide field trip! Think about it. We haven’t been on one in ages!”

“A field trip?” Celestia remarked, noticeably slightly less optimistic than before. “I’m not sure about that, Ms. Shimmer... If it were up to me we would have one every month, but I’m afraid there’s not much we can do. There’s a reason we haven’t been one lately. Getting all those buses and drivers to ferry us to and from for a day, those types of trips cost us a good deal, and my superiors have just slashed our yearly budget… again. I’m afraid there’s nothing left to spare for such an expenditure.”

“That’s just it, principal! It won’t cost us anything!” Sunset said excitedly. “The place we would be visiting is Equestria itself! Right through the portal on the front lawn of our school!”

“Equestria?” Celestia said, seemingly unsure but quite obviously interested in the idea. “The magical land of ponies that you from and that other Twilight girl are from? I...I never considered it,” Celestia pondered to herself. The thought had just occurred to her. Actually………. why had literally no one ventured through the portal to Equestria if only to see what it was like, if only for a brief moment? Not even poking their head through for a second? They weren’t curious at all by the prospects of another world full with intelligent life and magical powers? Not even the slightest? Something was dreadfully wrong with her and her students in that regard. But, all the more reason to make up for lost time! “On second thought, that sounds like a marvelous idea, Sunset! I’m sure our students would love to see what your homeworld has to share with us.”

Perfect! Who would have guessed it would be that easy? Chrysalis grinned. I can have Twilight clear the area of the portal room. The very moment they are all through, we close it behind them and they are OURS.

	“I’ll talk it over with the faculty and draw up permission slips,” Celestia added. “If all goes well, girls, we could put the trip on the calendar two to three weeks from now.”

Crap… CRAP! Less perfect…. Arrrrggh! Do the wheels of this world truly move so slowly? Just grab all of your students and throw them in!

	“Great, we’re looking forward to it,” Sunset beamed to her principal, but shooting a worried look to Chrysalis. She had guessed, correctly, that the changeling would not be so patient with that kind of timeline. Judging from her memories, she thought everyday of the freedom and independence her gender was allowed to have was a worse fate than hell. All she could do was shrug her shoulders in defeat, not like there was anything they could do to speed things up.

“Hello… Celestia,” Another voice called out as they barged through the door.

“Shit…” The principal spat under her breath. “Umm, girls would you two please give us the room while Superintendent Sombra and I have a little chat?”

Chrysalis stared keenly at the new strange intruder, as Sunset spoke. “Sure. Come on, Chrysalis.”

“Nonsense!” Sombra urged with a professional smile, his eyes quickly scanning over the two school girls’ attractive bodies, liking what he saw. “No need to cast these two fine young ladies out! They might as well stay as the matter pertains to them.”

“Oh… well ok then!” Sunset replied with an interested smile as she pulled Chrysalis back in. Come to think of it, she never had seen a superintendent work before and was slightly curious to see what business they would talk about. Chrysalis seemed indifferent about the whole thing… but why was Celestia looking so worried?

“So here’s the good news, ladies,” Sombra cheerfully proclaimed as he grabbed a seat in front of the principal’s desk. “It took a bit of work on my part, but some new money has just come down. Looks like this school is going to have another field trip!”

Celestia glared ever so annoyed at her boss and the world. Why did everyone come to her about field trips? She did way more for this school than that!

“Imagine this,” Sombra said as he spread his hands in the air. “A Japanese hot spring resort! A two day three night stay over the weekend. A much-needed relaxation for some overstressed school students, wouldn’t you agree girls?”

“Actually… yeah, that does sound pretty interesting,” Sunset thought over as she considered the idea. Plus, many of her close friends would still fall into the ‘overstressed’ category due to the recent onslaught of tests. “I’ve always wanted to try one of those before.” Celestia’s worried expression at her grew even worse, not that Sunset noticed.

“Sounds special… what’s the catch?” Chrysalis shot in with a unamused raised brow. Something about this man…

“No catch,” Sombra insisted, holding his hands up defensively. “Well… I guess… there may be one. We only got enough money for half the school to visit. I was thinking it would be easier if we just took all the girls to the springs this time, right? It’s probably for the best, after all, as it is a communal bath and nudity is strictly required.” Sombra slyly grinned to himself as he omitted certain facts of the trip. Like that he and a few of his friends would be in attendance at the springs as well, maybe they might even have something planned for a few of the school’s hottest girls, who knew?

“I...I don’t think a resort where our students will have to… disrobe in front of each other is quite appropriate for high school students, Sombra. Even if they are all girls,” Celestia urged, feigning politeness. There was a much more vivid vocabulary she would have strongly preferred to use with her superior, but couldn’t given the presence of two innocent students in her office.

“How is it any different than the locker room showers?” Chrysalis interjected, turning her gaze to the woman now. This odd man was one thing, but there was no way she was just going to stand there, complacent, saying nothing against the childish notion that girls shouldn’t get naked at any time of the day. “If anything, the girls of this school should be spending more time in the flesh! You are doing more harm than good by coddling them.”

“Exactly! Get them ready for the real world!” Sombra approved with a grateful clap of his hands. Certainly nice to see a pair of tits with a brain on her for once. “So it’s settled then! This Friday. I’ll have the buses waiting. Skip the whole permission slip nonsense. You can deal with that after we get back.”

“We-We can’t go this Friday!” Celestia hurriedly added. “Uhhhhh, we already have a field trip planned for Friday. T-to a place called ‘Equestria’. Isn’t the right, girls?”

“Uhh, wait… I mean, yeah! I guess...” Sunset chimed in, now noticing what her principal was going for. She supposed they would be able to speed things up after all.

“Equestria… now what the heck is that?”

“A land of colorful ponies who love friendship and magic,” Sunset answered.

“Wait… hold the phone…” Sombra muttered, doing a quick double check to ensure no one else was in the room before slowly leaning in closer to whisper, “Is ‘Equestria’ some sort of codeword for a drug thing you girls got going on? Because if so, I want in. I’ll take five Equestrias.” 

“W-what?! No… no! It’s a real thing!” Celestia exclaimed, as if she needed anymore reasons to add to the pile why her boss should have been fired long ago.

“Oh…” As Sombra recomposed himself, though looking slightly disappointed. “I guess it can’t be helped if your school snuck in some earlier arrangements,” Sombra shrugged. “Though, I should point out that you didn’t run this by me like we discussed earlier, Celestia.” His shadowy gaze narrowed in the principal as he licked his lips. “It could be difficult… but I think I may be able to allow this exception this one time, but only if you fill me in on the details back at my place…” He shot the woman a sly wink, one that made Celestia’s spine shiver in disgust.

Wait… he wants to talk about the field trip back at his house? Sunset pondered. Couldn’t they just as easily do it here?

“Of course… Superintendent Sombra,” Celestia said through gritted teeth, surprising Sunset by the agreement, but not so much Chrysalis. She had a good idea what her boss had in mind, not like he even beat around the bush anymore. Not after she had made the mistake of allowing him to realize just how far she was willing to go to protect those she cared about. She had to play along, else she, her sister, and all her students were likely to suffer. Hopefully she would be able to escape her commitment easily with just a blowjob again. But since he was drawing her into his home, that was unlikely. A titjob then, surely enough to maintain only partial nudity and dignity. Plus, as much as she hated to admit it, she had the proper assets for the job ever since her teenage years. “Let me just grab my things and we’ll leave. I wasn’t doing anything particularly important anyways.”

“Oh, there’s no need for that!” Sombra quickly urged, hopping around the desk, swatting Celestia’s purse out of her hand before grabbing it and leading her away. “It’ll be a quick trip. I’ll drive you.”

“Very well,” Celestia sighed. Though, she did like the sound of a ‘quick’ trip. That possibly, or rather, hopefully meant her boss wasn’t aiming for sex.

“These two can come with us too,” Sombra added, gesturing to Sunset and Chrysalis. “The more the merrier, right?”

“I… I don’t know,” Sunset stammered. Though she knew these two faculty members were likely normal people, it didn’t seem quite so... professional. She had never heard of a student being invited over to a teacher’s house, and probably for a good reason.

“S-Sombra! I-I don’t think it’s necessary to get these two girls involved!”

“We’d love to come,” Chrysalis interjected with a warm smile. “Can we leave now?”

“Of course!” Sombra beamed, hooking his two arms around the two schoolgirls as he lead them out from the principal’s office. He didn’t know who this green-haired girl was, but he liked her!

Celestia nervously followed from behind as the group departed. Though, this could be a good thing, right? With two innocent bystanders it was likely Sombra wouldn’t try making a move on her, lest either one of them notices. She wouldn’t be able to be blamed or stop it if one of them decided to blab to someone else and gets him fired as the story spreads… right?

“My car is just outside, girls! It’s the white BMW parked on the sidewalk.”





“Wooooow…” Sunset gasped as the four of them walked through the marble covered doorway that was the entrance to Sombra’s home. Originally she had expected a typical home like any other, but this place was nothing ordinary, it was a mansion! A rather immaculate one at that.

“That is… quite a sparkling collection,” Chrysalis noted, eying a glass display case full of precious-looking crystals. Celestia silently walked past them. Odd, for such a kind and caring principal, she had been rather quiet and distant during the ride over. For a brief moment she was nothing like the alicorn Celestia that Chrysalis knew and loved back in Equestria.

“Just two of my favorite things in the world, girls,” Sombra grinned wildly as he closed and locked the front door behind them before pouncing over and hooking his arms around their shoulders. “Crystals and stairs! The crystals are mined in Africa and imported over by yours truly. Get some strapping boys off the street and into the mines to earn their food. I’ve never met them, but I know those kids would be down on their knees thanking me for keeping them in business if they could.”

Celestia groaned and rolled her eyes as her two students appeared to eat up his every word.

There’s no WAY that bastard can afford all of this... on a Superintendent’s salary no less! Even if he’s the most corrupt asshole in the world. What is his secret?

“Ohh, what is this one over here?” Chrysalis called out next, seeing as the group had formed into an impromptu tour of the lavishly decorated hall.

“Just my personal collection of antique samurai weaponry imported over from Japan,” Sombra spoke nonchalantly as the trio huddled around the display rack. On them there was a good number of expensive meticulously-designed swords and daggers, each one looking sharp enough to easily slice someone’s throat. “The weebs who sold me these babes didn’t even realize what they were worth! Didn’t even pay half of what I should have,” Sombra went on.

“*Ahem*,” Celestia coughed as she drew the trio’s attention to her unamused face. “Shall we get down to business, sir? I would hate it if we wasted anymore time for these nice ladies.”

“As professional as ever,” Sombra chuckled, as he stepped away from the two girls. “That’s why I always liked you, Celestia. Nothing matches your work ethic! Why don’t you girls have a seat in the living room, on the furniture I imported straight from Poland, sitting on the rug I bought in Romania, while I fetch us from drinks shipped to us by France… That’s right girls, I’m well-traveled.” Sombra whistled to himself as he made his way into the kitchen.

Celestia rolled her eyes again as she, Sunset, and Chrysalis took their seats on the leather furniture, which, she hated to admit, were rather comfortable. Damn Poland...

“I really wasn’t expecting the trip to be so interesting. A nice little distraction,” Sunset commented to Chrysalis. “Who knew our principal’s boss had such a nice place! I wonder what else he’s got hiding in here.”

“It certainly has been an enlightening journey,” Chrysalis commented idly as she checked her nails. “But I have a feeling we haven’t seen the half of it yet.”

Meanwhile Celestia was simply counting her blessing. They all still had their clothes on so, in its own way, it was a small victory already. Even so, she had best stay vigilant. At all costs, she had to be absolutely sure not to let these two innocent girls out of her sight when Sombra was around… Unless Sombra felt like getting frisky with her… Then for god’s sake, get those girls as far away from her sight as she could!

“Here you are, ladies!” Sombra called out waltzing into the living room with a tray of four sparkling glasses of champagne. He set the tray down on the center coffee table, picking up one of the glasses between his fingers. “A toast! Go ahead, no one cares if you’re old enough to drink here!” The remaining three glasses left the tray, each held aloft in the air.

“Sure, what the heck,” Sunset shrugged as clicked glasses with Chrysalis and Sombra… Celestia on the other hand seemingly uninterested in the jolly behavior Sombra was going for. The principal merely stared at her sparkling glass as the two school girls downed theirs in a single take.

“Ooooo!” Chrysalis exclaimed, shaking her head violently as she felt the burn and trickle down her throat. “That was sure something!” Changelings weren’t exactly accustomed to alcohol back in Equestria, seeing as it was forbidden. Not that they seemed to mind, mares were the only things they wanted to get drunk on.

“I’ll say,” Sunset gasped, placing her glass back down on the tray.

“Something wrong, Celestia?” Sombra said through a peaked eyelid, pausing just before drinking down his own glass. “Not in the mood for champagne?”

“I’m afraid I’m not allowed to drink,” Celestia deadpanned. “There’s a chance I might be pregnant,” she lied.

“Oh Tia, Tia, Tia,” Sombra groaned in annoyance as he set his own glass back down, “you naughty girl. Have you been seeing other men? You know that’s not allowed unless you record yourselves in the act and share it with me…”

Celestia tensed up, not from her boss’s reminder about the apparently ‘official’ rules he had somehow put into place regarding her romantic life, but from the fact he uttered them so closely to the other two girls with them. But for some reason… neither of them seemed to notice or say anything about it.

“I...I don’t think that is appropriate topic to discuss, sir,” Celestia urged, subtly gesturing her head over to the other two bystanders. “Why don’t we get back on subject to the matter at hand. The field trip we were intending on taking?”

“Is… is it getting hot in here?” Sunset spoke out, tugging at the neckline of her top. Upon noticing Sunset, Chrysalis to seemed to display some signs of similar discomfort.

“Yes… it certainly feels warm,” Chrysalis added.

“I cranked up the heater a while ago. Felt kind of chilly in here,” Sombra replied innocently before turning his attention back to Celestia. “So, what’s his name and where does he live?”

“Girls…? Are you alright?” Celestia asked, her voice full of concern as she set her glass down and ignoring her boss. “Talk to me!”

“I-It...it just feels sooo… hot… all of a s-sudden,” Sunset gasped. Her skin now quite visibly sweating, hot and red. The girl fanned herself as her thighs crossed and recrossed, as if something was bothering her down there. Celestia could feel it herself, the room hadn’t suddenly become any warmer than before!

“If it’s too hot for you feel free to take something off,” Sombra called in from behind. “I don’t think any of us would mind. Celestia, be a doll and help Sunset out of her shirt will you?”

Sunset was now panting, drooling, face flushed, eyes unfocused and distant. Chrysalis too displayed similar signs, not as bad as Sunset but Celestia knew it was only a matter of time.

“We need to call 911!” Celestia exclaimed in a panic, jumping up from her chair and rushing to the kitchen. It came as no surprise to her, and yet, caused the hair on her back to stand on end, that Sombra followed her closely from behind. “WHAT did you do to them?!” Celestia cursed to the imposing man as they entered the kitchen, strategically blocking the door frame with his body. “You’ve always been a loose cannon at my school and, god forgive me… I’ve tolerated you, thinking I could contain you to myself. But this… this has crossed a line!”

The look on Sombra’s face was more of unamusement rather than fear of the principal’s increasing hostility. His cheerful, friendly demeanor was completely gone. “Alcohol… aphrodisiacs… I like to think of them all as the same. Both help little whores like you reveal what you really are underneath your petty civility. A little thing imported from Russia… get the horses over there all riled up for mating. Always wanted to see what it would do to one of you girls.”

Celestia’s fists clenched in her hands, her knuckles turning white with rage. She didn’t care if he was her boss, or that he could fire her in the blink of an eye, if she remained complacent any longer Sunset Shimmer and Chrysalis were just going become his playthings or worse! No… enough was enough! This ended here and now, to hell with the consequences!

Out in the center island of the kitchen she spotted a landline phone. All it would take was three simple numbers to call the cops and medical attention.

Running over counter Celestia hurriedly grabbed the phone, dialing in as quickly as she could. The number “9” was all she managed to accomplish before a searing hot slap found it’s way to her face. She twisted and stumbled back as a result of the mere brute force behind the attack, crashing against the table and chairs behind her.

“You… you just struck me…” Celestia gasped. Her mind still whirling as it struggled to process everything that was happening. Hardly able to believe it by any means. Sombra calmly picked the phone from where it had fallen and gently placed it back in the receiver. The principal knew she had to stay strong, but could only fight back tears as she rubbed a sore throbbing red spot on her cheek.

“Get in the basement. Now,” Sombra ordered in a demanding voice, pointing to an open door with stairs leading below.

Celestia rose back up to her albeit shaky feet. Now she realized why this man didn’t want her touching or bringing her cellphone. She had made the mistake of not even telling anyone where she was going in case something happened to her! And there was an undeniable and unmistakable feeling of dread something was about to happen to her.

“Not on your life, jackass. Get out of my way. I’m taking those two and leaving!” Celestia growled, taking a step towards the menacing superintendent. Sombra didn’t seem the least bit fazed. This was the true man she had been working under for years.

“Basement! Now!” He hissed again, this time in an even more demanding tone that made Celestia want to shake and quiver. But instead, she did neither, rather electing to try her luck charging past the man and outrunning him to freedom.

All it took was a few hurried steps in his direction. The obvious telegraphed movement of what she intended to do. The notion did not last long in her head as Sombra’s arms easily diverted her force onto the kitchen’s center island where she came to a rough abrupt crash, the counter edge finding it’s way to her stomach. She didn’t have time to recover as her boss’s muscular arms soon wrapped around her from behind.

“L-Let go of me! Get your disgusting hands off me!!!” Celestia screamed now, though they both knew no one able to help was in hearing range of Sombra’s home. “Unhand me or else I’ll be damned sure you spend the rest of your life behind bars!”

“You know... you weren’t the only having to put up with the other!” Sombra grunted as he struggled to pull Celestia’s flailing body into the basement door himself. To her credit, the principal was putting up a good deal of a fight, but was no match for his superior strength. “Day after day. I had to deal with the nonsense you pumped into those dumbass brats’ heads. Waste of my fucking time! Half of them are going to work at gas stations their entire life while the other half whore themselves out for cash! They don’t have a future, but you do…”

As Celestia set her eyes on the contents of Sombra’s basement, she finally came to the realization that she was in trouble. Big trouble. The room wasn’t just a pantry for storing food… it was a dungeon!

Acting quickly, Celestia promptly ceased all her struggles, just as Sombra released her, pushing her through a chain-link door entrance.

“Y-you win!” Celestia stuttered as she held her hands up slightly to show she wasn’t a threat, her voice obviously shaken in fear. “I’ll sleep with you! I-I’ll let you have your way with me… Anything you want! I’m not actually pregnant!” Sombra clicked a padlock shut on the door, pocketing the key. “I’ll take the girls and walk away. We will walk away! I-I swear to you on my life I won’t tell anyone what happened here!!”

“On your knees, please,” Sombra sternly ordered. Celestia did so without hesitation, keeping her eyes trained on him, and hoping for the best. Though her peripheral vision was screaming at her to look around. She hadn’t really managed to gather a full glimpse at everything in the basement in the heat of the moment… and a part of her felt like she didn’t want to. “Jacket… shirt… bra… off!”

“Yes…. of course,” Celestia spoke weakly, her hands fumbling with the buttons and fastenings as she worked to undo them all. Fortunately, Sombra seemed rather patient as he watched her strip. A small gleam appeared in his eyes as her prize-winning breasts fell from her bra. Celestia cursed under her breath, helpless to stop her girls from bouncing and swaying in response to the movement, most likely bringing some added enjoyment from her likely eventual rapist.

“Very nice…” Sombra proclaimed, tilting his head head in each direction, thoroughly inspecting his prize. Now Celestia kept her eyes trained on the grey concrete floor, unable or unwilling to met the man’s gaze. “The rest of it. Off!” The woman moved to comply, figuring she had come this far. The socks came off, she rolled on her back to push off her pants and panties in a single movement.

“There… I am completely… and utterly… naked. I will do anything you say.” Celestia muttered, though trying to keep a reasonable voice. It was possible merely having her in this situation like this could get her boss’s motor cooking and she could escape it easily with a blowjob or titjob.

“Good little bitch!” Sombra said happily, almost proudly as he petted her on the head rather roughly. Celestia winced slightly at the insult and hand that temporarily messed with her hair, but remained silent like she figured her insane boss would want a good dog to. “Now… pick up your clothes...” Celestia’s hand moved to pick up her jacket, the closest article of clothing to her. “...with your mouth,” Sombra added, now with a sadistic grin on his face.

Of course… Celestia remained silent as she lowered her face to the ground, the tips of her nipples brushing up against the cold concrete for just a moment as she bit down on the center of her bra, right between the two massive cups. Two equal sides dangled from her mouth as she rose back up and stared at Sombra for approval.

“Good… now crawl on over here,” Sombra said, tapping the ground over by the west windowless wall. On the wall was an open fire pit, red and orange coals as bright as Sunset’s hair softly burned away with heat. A few metal rods were even seen sticking out of the active pit. Brands with Sombra’s initials! Celestia’s expression grew even more worried as she crawled on her hands and knees over to the pit, coming to a stop on it’s edge. Fortunately the floor wasn’t hot around it, but the heat still stung at her face. “Now, drop it in,” Sombra ordered.

Celestia briefly considered if she should obey, but in the end figuring her position now was worth far more than a trip to the mall. She opened her mouth, allowing the bra to fall free from her teeth. It fell into the coals, the cloth garment quickly turning black as it erupted into flames from the sheer heat, soon followed by ash as it withered away.

“Now the rest,” Sombra ordered, as he walked but over to the entrance. Not to leave, as Celestia slyly noticed as she crawled back to the pile of her clothes she had left on the floor. But rather to a tripod, one Celestia had not been surprised to learn was recording before they even entered the basement. Sombra took no small amount of joy watching and filming both the most gorgeous and infuriating woman he had ever worked with. Zooming in on her breasts as they mashed into the floor whenever she leaned down, how they hung and swung from her chest as she crawled to and from, and how her garment disappeared one by one as she dropped them into the fire.

Finally, as Celestia’s panties burned to ash, she looked back up to Sombra, now staring at her through a recording and smiling. Celestia prayed to God that the video would only be used for Sombra’s personal collection. Even the thought of that was a bit much for her, but she wasn’t exactly in a position to argue, especially since she had just destroyed all her clothes.

“What is your name and occupation?” Sombra asked, zooming in on her face, but keeping her breasts in the frame.

“P-principal Celestia…” she said openly, hoping she could work her evil boss up again and be done with this nightmare. “I’m in charge of Canterlot High School.”

“Do you love cock?”

Celestia would have rolled her eyes if she thought she could get away with it. Best not to break the act now.

“Yes… I love cock.”

“Tell us how much you love it,” Her sadist continued. Celestia hurriedly thought up of lines she figured her boss would enjoy, hopefully to steer him in her direction. Even if he didn’t let her go, it was her duty to protect her two students still likely immobilized with lust in the living room. If she could drain all the steam from him so he had nothing left to abuse the two of them with.

“I love sucking cocks. I love it when they release their delicious cum inside my mouth.” From the look on his face, he was smiling, but not out of control aroused like she would have preferred. She quickly added on, “I love taking them between my breasts…” Celestia emphasized, grabbing two handful of titflesh, groping and mashing them together. “I love it when they plaster me with their cum…. be-because…. because I’m a woman! And what’s what they’re for!” Celestia noticed a strong twitch in the form of a tent poking out from Sombra’s pants. “I love being naked and exposed to the world. Now everyone will be able to see my tits make me no better than a cow!” Her comments were not made up on the spot, but rather recalled from some rather rude men who had said the same thing about her. If it was up to them, women with large tits would only become a man’s plaything. She figured it was something Sombra would enjoy having reaffirmed.

Another twitch and throb from his cock. Sombra hit a button the recording, bringing it to a temporal pause.

“That was beautiful,” Sombra breathed with a sigh of contentment, petting Celestia on the head once more. “I just have one more thing I need you to do.” That phrase caused a small hopeful grimace crossed on Celestia’s lips as Sombra walked behind her, she followed still on her hands and knees, not wanting to ruin her positive vibe. But she couldn’t help but wonder what her final task would be. Hopefully not as degrading as the last.

With a triumphant reveal, the superintendent pulled off a large white tarp to reveal… some sort of contraption? There was a small cushioned pad that looked like was for her stomach with a Y shaped rod sticking out of the front end meant to prop up her chest and snuggle between her breasts. A bunch of other straps, metal rings, and another still concealed part behind it all.

“Come on up,” Sombra said cheerfully, patting the cushioned area, “You can stand for a moment. Just need you to lay down right here.” Celestia wordlessly complied, still trying to figure out the purpose or function of the thing before her. She lay on the soft pad, which was only big enough for a small portion of her stomach, her chest was propped upwards at an even greater angle thanks to the bar, that conveniently kept her breasts unobstructed. A round bar was locked into place behind her back, preventing her from getting back up, while another one locked around her neck, limiting her head’s range of movement.

Her arms and legs dangled off the sides for only a moment as Sombra tended to them. Her thighs and calfs were brought and bound together with a thick leather restraint. All it took was a nylon rope to her ankle after that kept her legs up and spread. Her wrists were last, secured in a second restraint ring that was used before, thoroughly binding her hands to her legs and unable to move.

“There we are. Comfortable?” Sombra asked with his largest smile yet.

“I guess...” Celestia spoke uneasily, not that she could really see behind her. All she could tell was that there was no moving from the compromising position she was in now. All three of her holes were open and vulnerable to attack. She doubted her words could escape her from her predicament so there was no turning back now. She shuddered to think of which spot her superior would pick to pummel.

“Good, open,” Sombra ordered, standing in front of him, his crotch now undeniable at mouth level with her as he lowered his pants.

I suppose this was the preferred choice. I’m accustomed to this after all.. Admittedly, with slightly more clothes on. Celestia quickly parted her lips, allowing the familiar cock she hated so much to pass through them. The restraint around her neck was generous enough to allow her to slightly bob her head along the superintendent's stiff meat.

“There’s a good little whore,” Sombra groaned, gripping two handful of the bound principal’s colorful hair. “Extra feisty today than usual, eh? I knew all that rough play would turn you on. Bitches love it when a male asserts their dominance after all.”

In reality, Celestia was merely trying to end her nightmare as quickly as possible, not wanting to disappoint for fear of something worse even happening. But that didn’t stop her thoughts from going off on a rant. Is this all he was up to?! Doing all of THIS just because he thinks women are secretly turned on by crap like this?! As if I needed more of a case to bring up with the police as soon as he finishes and lets me out of here.

But, to Celestia’s sudden surprise, Sombra withdrew his cock from her mouth. Odd, knowing that every single time in the past that thing passed her lips, it stayed there until it released a fresh helping of spunk into her stomach. The principal looked to the man for a possible explanation, but he was otherwise busy.

Sombra attached something between her breasts, she couldn’t see what it was but did notice a small wire traveling out and up to a box next to here. The box suddenly came alive with a series of familiar sounding beeps in a series. An EKG machine, the beats signifying her heart. Celestia, confused as ever as the machine confirmed she was still living, thankfully. She was just about to close her mouth when a red colored ball gag found it’s way to her lips before tightly securing itself behind her head.

“Couldn’t resist one last try on your mouth, Celestia,” Sombra said, double checking the ball gag was secure and the woman would not be replying to him. “You may have been an insufferable deluded cunt and a pain in my ass… but your tongue work was always better than the few of your students I managed to sneak behind your back.” The principal could only stare at him, confused as he smugly grinned down at her. Something was placed on her head, a thin metal crown of some sort…? The beeps from the EKG machine increased in frequency, but neither of them needed it to know she was growing more nervous by the second. “Don’t get me wrong. It was a rather nice warm-up for the cunts I still have rolling on the floor around upstairs. Gotta save everything I’ve got for the two of them after all. You understand, right?” Sombra moved to her side, out of her range of vision. Celestia felt a strong slap come down on one of her asscheeks, undoubtedly leaving a red hand shaped mark on them. She would have yelped and glared at him, but could do neither.

“I know you’re a woman and everything but never once did you even think of how I afford such an amazing home like this on such a crappy superintendent salary?” Sombra pulled off the cover on the device behind her, taking great pleasure as he positioned it between her legs. Two rather thick stuttered and smooth purple dildos, both attached on the rod of a motor powered machine behind it. “Well, this little contraption here is 93% of the reason how! Built from my own design. But you’re probably wondering what it does...” Sombra hit a button causing the machine to silently come to life, the two dildos moving into the holes directly in front of them.

Celestia jumped as she felt the two cockhead-shaped tips gently prod their way into both her cunt and ass at the same time. She shuddered as the ripped surfaces grinded against her walls, pleasuring the folds that were being spread open wider than they had ever been before. Being out of the dating for quite a while, it was safe to say Celestia wasn’t quite accustomed to the feeling of a cock spreading her nethers. She cursed silently as her tight folds gripped down on the invading toy in a vise-like grip, working against her. Her legs were quivering weakly when the two fat dildos finally breached her holes as far as they could go, only to immediately whirling to withdraw the way they had came to repeat the process over again.

“Feels good, doesn’t it?” Sombra called out. Giving another harsh slap to the woman’s rear end, watching in glee as he thick ass jiggled as a result. Celestia couldn’t lie to herself, it did feel rather pleasant… what came next though, was not.

A sharp sting followed by a mild pain erupted from her head. The metal crown on her head… it had just shocked her skull!

“That’s right… if you’re understanding it now, it won’t be for long. This little thing here is going to zap away at all your attempted intelligent thoughts over the next few hours. Leaving your brain and mind… for all intents and purpose, rather sullied, mush, broken.” Sombra openly mocked as the machine and the heart rate monitor began to increase. “When I sell your body and ship it out to east Asia, they don’t care what condition your mind is in. Safer for me to not to worry about any of you crawling back here if you ever manage to escape. All my clients care about is getting their hands on some fat-titted empty-headed bimbo sluts with bodies hot enough to pump their inferior seed into. And boy do we crank out the hottest sluts around! Worth hundreds of thousands dollars each! God bless America!”

Celestia’s heart rate increased, as did the pace of the machine again. Now it was bringing her to a rather unwilling aroused state as it began pumping those amazing-feeling dildos into her womanly holes, going as fast as her own hand would thrust them inside if they were her own sex toy. She was right about being in trouble before. So very deep in trouble! Another painful shock traveled through her skull.

“That was a quite a cute act you put on there for me,” Sombra went on as Celestia was forcibly brought to higher and higher levels of arousal. “Thinking if you would just play along everything would be alright. HA. Saved me a whole heap of work getting you out of your clothes. Plus, my clients will love that tape. And here I was, all prepared to threaten your sister with the same thing if you didn’t behave.”

Even through all the unwanted and increasing pleasure Celestia managed to jerk her stare at her assailant before her, smugly looking down from above her.

“That’s right. It would have been just as glorious as I pictured it in my head. I threaten your sister. You do everything I say to protect her from harm. Then we arrive here… and I reveal that I lied. That bitch of a Vice Principal is bound for this machine next. Buyer in Thailand I think… been showcasing a few pictures of Luna to them for a few months. The ones of her in that cute two piece on the beach she posted on Facebook? Got a few wealthy worms interested from that alone. Boy, is she going to be surprised when I play back that tape of you… Naked, on your knees, talking down your own gender up to the superior one. Heheheh. But the sweetest victory of all would be emptying up your jobs for a couple of my associates who’ll help me out. Fucking high schools are a freaking gold mine of female flesh that no one takes advantage of!”

Celestia’s eyes burned with furious unbridled rage. With all the strength and will she could muster, she struggled against her restraints, working her muscles harder than she ever had in hopes of escaping and killing this son of a bitch with her own two hands.

But… it was no use. The bonds were secure, not even budging a little bit from her weakened efforts.

“Careful now,” Sombra chided with a chuckle upon seeing the principal glaring daggers at him, all the while the heart rate monitor increased in pace. “The higher your heart beats, the faster those things are going to want to go. And you don’t want to know what their max speed is.”

The double penetrating dildos were jackhammering into her two holes now, faster than any past lover had performed with one. A chill traveled up her spine, to add to her worries, as the two sex toys started to vibrate! The sudden buzzing sensation in her holes brought her efforts of escaping to a quick end. Now she only swung her legs in her restraints, furious over the unwanted and troublesome pleasure her weak body shovel fed her. Just in time for another strong electrical current to pass through her brain. Her hair stood on end as goosebumps arrose on her bare skin.

“Perfect…” Sombra cooed as he admired the scene of one of his greatest triumphs becoming realized one vibrating pump at a time. “I normally leave you bitches to enjoy it for a full three hours before your minds are suitably ruined. But for you, Celestia… I’ll make it an even four.” Sombra chuckled as he set a dial on the machine, which increased in speed and heart rate yet again. With a cheerful whistle he walked over and grabbed his tripod. He took his time as he positioned his camera pointing directly at the bound and machine-fucked woman before hitting record once more.

“And another great addition for my boys on the dark web. You know me by now, Celestia. I’d love to stay and enjoy every second of this with you and watch as any hint of what you pass for intelligent thought gets fried from that tiny little brain of yours, but I have two drugged-up lust-frenzied schoolgirl cunts begging for a cock upstairs. Hate to keep them waiting.” Upon hearing those words Celestia tried in vain yet again to escape her bondage, only to find her attempts weaker than before as the fucking machine furiously pistoned its cock-shaped members into her lower holes, furiously demanding her body’s full attention as it bathed her already stressed mind with additional pleasure. A large stream of her juices were flowing down her legs, already forming a sizable puddle as they dripped onto the floor.

Sombra chuckled to himself all the while as he trotted up the stairs with a whistle, the sound of the working machine fading away as he closed the basement door only to be replaced by the ever more delightful sound of two mindlessly horny girls.

Sunset and Chrysalis were still there writhing on the floor. Their eyes, glazed and unfocused, mouths agape and drooling, disheveled in every sense of the word. Some of their clothing was still on merely due to the fact that neither of them looked as though they wanted to spend an extra faction of a second to tear them off. Sunset’s shirt and bra were both simply pushed upwards above her tits as one of her hands viciously attacked her breasts. Her other dove between her skirt, desperately plunging her fingers into her overflowing cunt in hunt of even the tiniest bit of reprieve from the ever consuming cloud of lust she was unable to shake from her mind for even a moment. Chrysalis to the side, however, was merely just madly rubbing herself through her pants, suggesting that in the heat of the moment, the girl had become to dumb to even think to take them off.

“Heh, man are you girls pathetic…” Sombra chuckled as he drunkenly took in the lewd display. “A few drugs in your drinks... that was all it took to get that stick up your asses out.” He walked over to Chrysalis, planting a foot on her stomach and pressing down, hard. The girl whined like a saddened dog as her arched back was planted into the stone tiles and down even more to the point of pain. “So fucking weak… Makes me sick just knowing we need to keep you around just so we can have something to empty our balls in. Well, I suppose I only need to keep one of you for that… how about a round of tryouts?” He snickered, knowing both of his victims couldn’t comprehend him. “Whichever one of you two bitches proves to be the best lay, I’ll keep you as a pet. The loser on the other hand will earn their name on a shipping crate for a first class trip to my clients over in Bangladesh.” He chuckled again as he recounted certain memories he shared with his compatriots. Good times. “Word of warning to the loser. I would do my best to keep your masters interested in you. Don’t want to end up as ‘tiger food’ after all, now do we?” He picked up the writhing Chrysalis first, who didn’t even struggle, hosting her over his shoulder as he ascended the stairs to his bedroom, whistling all the way.

“C-cock! Cocccck! C-c-ock!!!” The drooling Chrysalis stammered. Her mind seemingly so whacked-out horny that she couldn’t even think to tell the cock to fuck her.

“That’s right little bitch, think of the cock,” Sombra panted as he threw the girl’s slender body down onto the bed where she bounced several times before coming to a halt and resuming her drugged-out shifting. “The drug in your system is quite potent. God knows ‘cock’ is the only thing you are going to be able to think about for quite sometime. Heh.” As it was with an overly powerful aphrodisiac, Sombra wouldn’t have been surprised if this girl climaxed every time he thrust inside her. It was already likely Chrysalis’s mind wouldn’t survive what his cock felt like putting out, so why even hold back? After all, if he was being honest with himself, he already since decided which girl of the two he wanted to keep chained up in his bedroom as a sex slave.

No… today was a monumental occasion! And unfortunately for Chrysalis, that meant there was cause to celebrate with a little something extreme. Sombra hummed ecstatically as he pranced over to his bedside wall, throwing open the curtain display. It was at this point any normal non-immobilized woman Sombra had managed to seduce into his bedroom would shriek and make a run for it as fast as she could. Chrysalis’s response was… rather silent all of a sudden, odd… but Sombra didn’t let that distract him from picking out his toys. He felt like a kid in a candy shop!

“Let’s see…” Sombra pondered out loud. “Nipple clamps, hot wax, spiked dildos, needles, tasers… no, all of those are to tame, virgin level. What am I really feeling tonight?” He rubbed his chin thoughtfully until his eyes spotted one set that caught his fancy. Hacksaws, cleavers, and medical wraps… a convenient group of toys to do away with those pesky arms and legs woman happened to have. After all, those things just got in the way and if Chrysalis survived he could still sell her as an attractive little amputee fuck pillow… much easier to ship across seas. That on top of being perfect for fucking in any hole while being quite unable to ever do anything about it! Though the process was not something that he had ever even tried before on one of his victims, it had been a long dreamt fantasy of his. It would be a tossup if the girl would survive it at all, but that wasn’t a concern but rather part of the appeal! He loved it when they screamed, after all.

Sombra grinned smugly as he grabbed the sharpest saw he had from his shelf of depravity, admiring its sharpened steel. For a blade that could easily part wood, flesh would be child’s play. “Only the strong are meant to survive in this world. Guess you’re about to find out where you stand in that now aren’t you, little girl?”

Before Sombra could turn back around and set his eyes upon his bountiful prize… a hand grabbed his shoulder. Not a second later it was followed by the unmistakable painful sensation of a sharpened steel knife being rammed into his back with force. The hacksaw dropped to the floor with a clatter, Sombra’s eyes bulging as overwhelming and confused pain coursed through him.

“That’s right… you know what this is, big boy…” Chrysalis spoke in a rather normal non lust crazed voice behind him, her hand shifting to clamp down on Sombra’s mouth preventing any outbursts. The man was helpless to do little but flail in place, all the while Chrysalis kept a firm grip on the knife planted in his back, twisting it as it sank into his heart. “Shhh… shhhhh… shhhhhhhhh…..” Chrysalis cooed as the struggles of the man grew weaker and weaker. His clothes slowly growing more crimson as the wound leaked. Chrysalis grunted as she yanked Sombra’s head back so that his ear was mere inches away from her mouth. “In my line of work, I’ve long since learned to recognize an asshole when I see one.”

Sombra’s muffled voice struggled to speak. To call out for help, unwilling to accept it was already too late for him. Chrysalis didn’t care what he had to say. She threw his body face up on to bed where he bounced once before ceasing to move at all. A circular puddle of red slowly grew outward on the snowy white sheets beneath as Sombra stared up at the ceiling with blank fading eyes.

“Enjoy the afterlife,” Chrysalis spat, carelessly tossing the bloodied knife to the side. She exited the bedroom, making sure to close the door behind her.





The two ribbed dildos continued their relentless assault on Celestia’s holes like her very being was little more a mere piece of meat being tenderized before sale. If there was any coherent thought left in her brain, she would know she wasn’t a person any longer. Just a toy, a plaything for those above her, those with cocks and power. The intelligence she had worked so hard to nurture, to grow, it was all meaningless to them. All they wanted from her in this life was her body and the pleasure it could give them.

The machine came to a stuttering halt, the dildo’s withdrawing from her beat red abused folds. The electrical current passing through her skull also came to a thankful stop as the metal crown wrapped around it was unhooked and tossed aside.

Celestia didn’t respond as the straps holding her in place were undone. She couldn’t. Not after everything she had just gone through. She hadn’t the faintest idea how long she had even been trapped in the torture device. Days? Hours? Minutes? All of it was a blur.

“You’re every bit of the noble spirit as you are in the other world…” A soft sincere voice spoke out to here. It wasn’t Sombra, thankfully. Whoever it was, they had freed her from the machine and were carrying her naked body away. “Always thinking of others… doing anything to protect them. We would all be eternally honored for you to join in us Equestria… forever,”

All she remembered was lightly snuggling against whoever carried her as she blacked out.





“Not again!” Sunset furiously exclaimed as she slowly came to her senses, the drug having worn off over a period of hours. “Not just the second day… but the second day in a row when I come to and realize I’m completely naked!”

“Really? That’s the norm for Equestrian citizens,” Chrysalis spoke, lovingly stroking the head of a sleeping principal whose head slept in her lap. “I’d get used to it if I were you.”

“Right…” Sunset spoke. Thankfully her clothes were all near her, scattered around the living room in her lustful craze. She quickly moved to put them back on. “So what happened to Superintendent Sombra?”

“He… had a change of heart...” Chrysalis spoke carefully. “I thoroughly convinced him not to take advantage of you in your drugged-out state, and helped him to the authorities so that he may face their judgement. So, I’m afraid he’s no longer with us.”

“Wait… really?” Sunset asked, slightly unconvinced. She wondered how often it was for potential rapists to have a change of heart halfway through the act when they could have easily helped themselves to her body. But still, she was thankful nothing happened, seeing as Sombra wasn’t the type of old man she would ever sleep with. Thank Celestia he would not be joining them in Equestria.

“Yes, now if we are done with this ugly distraction and you are well enough, Sunset, I’d like us to depart this place in one of those metal contraptions as soon as possible. I want to make a stop back at the school.”

“A car. And sure, I think I can drive,” Sunset said, briefly stretching to check her now fully dressed and sore body for anything wrong. “I was just kind of hoping you could fill in the other gaps of what happened when I was out… Like what the heck happened to Principal Celestia? Is she ok?”

“We are destined for Equestria, are we not?” Chrysalis replied. “In my opinion, she’s going to be just fine.”





A white BMW holding the three woman pulled up in front of CHS. Technically the car was one of Sombra’s owned and licensed vehicles, but it wasn’t like Sunset felt so bad about taking it once she learned that the man had drugged her with the intention of raping them all. Plus, they needed a way to get back into town after he apparently ditched them all and ran to the police.

“But there’s just one thing I’m still wondering, Chrysalis,” Sunset said as she put the car into park and killed the engine. Chrysalis was already hopping out. “If we were both drugged with some sort of powerful aphrodisiac… how were you still walking around like normal? Shouldn’t you have been on the floor with me with out of control hornyness?”

“Just a few twigs added to a bonfire...” Chrysalis spoke plainly as she fetched the still unconscious sleeping Principal Celestia from the back seat. Thankfully the campus was well-deserted, being late on a weekend night. Sunset stared at her confused as Chrysalis made her way to the CHS statue, and more importantly, the portal back to Equestria.

“W-where am I...?” A slightly delirious and sore Celestia spoke softly, cracking open her eyelids to spot Chrysalis, the woman currently holding her entire exposed body in her arms with the sky above.

“Shhhhh, dear,” Chrysalis softly hushed. “Everything is going to be alright. Just close your eyes… you need your rest.” Celestia had little idea what had transpired, or how she had ended up here from Sombra’s house, or why her student was acting so differently, but her soothing voice compelled her weakened mind. She gently closed her eyes once more, surrendering the fight to stay conscious but reassured everything was going to be ok.

Chrysalis stepped into the statue, what should have been a solid wall turning out to be quite passable as the portal shimmered. The two humans disappearing from the current plane of existence as they traveled through time and space in an instant.





“Mmmmm… yes… yes, Spike… right there! Please don’t stop!” Twilight moaned through a thick cloud of ecstasy, her arms wrapped around the dragon’s neck as he ruthlessly buried his throbbing cock into her needy folds that dripped with droplets of pure desire. Neither of them noticing the portal in the room starting to glow with magical energy.

When Equestria materialized around the newcomers, Chrysalis made sure to stick the landing. Even though she was carrying a full grown woman in her arms, it was surprising easy, and she knew exactly why. After a long break, she was finally back in her familiar changeling form. She could feel her immense strength slowly starting to return to her as the changeling love magic flowed through her horn, making her physical task mere child’s play in comparison to before.

True to the portal’s desired alterations, the principal of CHS had not transformed with her. Instead she had kept her regular human form marking her as the first human in existence to enter Equestria, albeit unconscious.

“T-Twilight…” Spike groaned as his thrust doubled in pace, the sound of flesh clapping was like music to the ears as his madly twitching dragon cock triumphantly pushed through into her womb. “Twi- I’m about… to… CU-”

“Chrysalis! You’re finally back!” Twilight suddenly called out, hopping off the bed and Spike’s body, the slick dragon cock lodged within her easily slipping out of her folds.

“Wait… what?” Spike called out, his shaft now angrily throbbing straight up in the air in a massive disappointment due to the sudden lack of a warm wet snugly embrace to unload its cream in.

The naked alicorn had wanted to fly over and warmly embrace Chrysalis, like she had originally planned, but paused midway of her approach upon noticing who the changeling queen held in her arms.

Spike’s body was engulfed in an emerald magic as Chrysalis's horn began to glow. No sooner was the cock blocked dragon leviated off the ground was he, “Aaaaah!!”... violently propelled away, crashing into a solid crystal wall.

“Good, my horn still works,” Chrysalis noted, walking past the alicorn without so much as a pause.

“What… what happened to Celestia?!” She gasped, instantly recognizing the face of the human world’s principal. Her expression relaxed slightly upon seeing she was still breathing, asleep and alive.

“The humans happened,” Chrysalis growled. The mare quickly trotted after her. “It was a mistake to think this other world would be even remotely as peaceful as ours!” Chrysalis exited the portal room into the hallway as they continued to march.

“I-I didn’t notice anything particularly bad when I ventured to their world,” Twilight recalled. “There was a lot of fun, friendships to be had, and songs to sing.”

“Of course you didn’t notice it, sweetheart,” Chrysalis sighed, knowing Twilight didn’t have her trained skills in observation. “You and Celestia here… you girls were merely part of the beauty of that world. The adoring, fuckable beauty. Smiling faces and enormous racks just waiting to be picked off and abused by the darkness that inhabits that world.” The changeling queen flung open the doors to one of the many bedrooms contained in the Crystal Castle, all of which had been prepped by Twilight and Spike in anticipation of certain hopeful events. She gently laid the principal’s sleeping body down on the mattress before drawing the covers over her beautiful naked form. “She needs her rest then a checkup. I wanted to be absolutely sure this woman makes a full recovery! Do you understand, Twilight?”

“Yes! I do,” Twilight said with a quick nod, making a mental note. She would do anything to help Princess Celestia… so she figured Principal Celestia technically counted in that as well. “But… what about everyone else? Are they still coming?”

“They will coming,” Chrysalis growled. “They will be coming with us even if it kills me.” “If there’s one thing I’ve learned over there it’s that these marvelous creatures deserve better than the world they have. They deserve Equestria!” With that the changeling exited the room and started a brisk pace back to the portal. She would have used her wings, but had forgotten about their existence due to her prolonged time spent as a flightless human.

“Clear the portal room until I arrive with the others!” Chrysalis quickly ordered the alicorn. Her mind already whirling with possible plans now that recent events had likely removed the principal from play and complicated the matter. “I would have preferred breaking them all in over in their world, but it seems as though I would risk their safety by allowing them to stay even one second longer! We are going to have to do it here. Make sure the castle is clear of any other pony inhabitants as well! Contact King Thorax and have him send a group of my highest ranking men to assist! I want a private and secluded environment for us to work in.”

“Right!” Twilight said with another nod.

“And I know this is going to be hard to get through that dragon’s thin brain but do not have sex with or eat Celestia while I am gone! Either one of the Celestias! Though from the way he was going at you, Twilight… you could hardly call that ‘sex’ to begin with. Schedule him a training mare!”

“Owwww…” Spike groaned upside down from the crater his body had made in the wall.

“Ummmm… ok. B-but Spike is a great master! He knows my body like that back of his cla-and she’s gone,” Twilight deadpanned as Chrysalis vanished back through the portal.
> The World's Dumbest Plan
> --------------------------------------------------------------------------

“Wakey, wakey,” A soft voice gently roused a sleeping changeling and mare from their slumber. Seta and Starlight, entwined in each others’ arms slowly cracked open their eyes. The hideout hotel suite they had so lovingly made their home was different somehow. It was festive! Lights and ornaments had been strung up everywhere around the room, not just the evergreen tree by the fireplace. A mass of mistletoes covered every square inch of the ceiling… and there was undoubtedly one in the pants of the changeling who woke them. “Happy Hearth’s Warming!” Tylus beamed, the changeling pulling off the sheets of the bed to reveal the two nude forms of his female roommates, his own small Hearth’s Warming Gift.

“I… I didn’t take you for a guy who celebrates pony holidays, Tylus,” Seta yawned as she rubbed her eyes awake, but with a noticeable cheerful smirk on her features.

“Well… I haven’t in the past before,” Tylus admitted. “But since we all moved in and made ourselves at home in Equestria, it seems only right we share some of their customs. After all, the ponies are doing an excellent job adopting to ours,” The changeling beamed, petting the head of his mare sex slave.

“Thank you, master,” Starlight said happily. “But in honesty, I didn’t even know if Equestria was going to do Hearth’s Warming this year. Its main purpose was meant to ward off the windigos with love and kindness… But ever since changelings like you took over, I think it’s fair to say Equestria has been getting more of that than it needs on a daily basis. Those windigos are probably long dead by now.”

“Well some dead horses are still no reason my best girls shouldn’t receive their own Hearth’s Warming presents,” Tylus said, levitating out two brightly-colored green and red boxes into the two women's hands.

“Awwwww, Tylus! You shouldn’t have!” Seta smiled as she and Starlight merrily wasted no time tearing away at the wrapping paper of their present to reveal its contents.

“Awww… Tylus… you shouldn’t have…” Starlight groaned. Inside their presents were two fat lumps of blackened coal.

“Get it?! Hahaha!” Tylus asked, already rolling on the bed in his own laughter. “It’s because you two girls are both so naughty! HA!”

“Yeah… we get it,” Starlight said crossing her arms across her chest with a roll of her eyes. She briefly considered throwing her lump of coal back at her master.

“I think it’s a sweet gesture,” Seta cooed, crawling over to the fellow changeling and planting a soft peck on Tylus’s cheek. Starlight, quickly realizing this could potentially be seen as her being outdone by a woman who wasn’t even a collared sex slave, quickly did the same. Planting a dozen loving kisses all over her master’s body.

“Awww, thank you, girls. It’s nice to be appreciated,” Tylus said with a sly blush of his own. “But I’ll understand it if you didn’t get anything for me.”

“Well… maybe not a present,” Seta seductively cooed, as her gaze slowly lingered down below Tylus’ head. “But if you have any ribbon and bow ties… I might consider letting you wrap it anywhere on my body…”

Starlight gave a silent yet overly enthusiastic gasp of joy. Was Seta really ready to give Tylus and his cock access to her pussy? Those undoubtedly tight, fleshy cock-milking walls… Just being allowed to masturbate and watch a scene that fucking hot take place between the two of them… That would be enough to be the only Hearth Warming’s Gift she wanted this year! Seeing if Seta finally accepted a sex slave collar and her place underneath men would be icing on the cake to top it off!

But before Tylus could even respond to Seta’s suggestion, a box magically popped into existence next to the three of them. It appeared like… another present! Addressed to none other than Tylus!

“Wait… what’s this?” Seta asked, picking up the present and handing it up to the changeling. Tylus curiously threw off the lid and peered inside.

“It’s… a note,” Tylus commented to his two woman. “A confidential memo from that Princess of Friendship mare, Twilight! She’s summoning me and a bunch of top-ranking changelings to the crystal castle in Ponyville!”

“Wow…” Seta added with ever more intrigued eyes that burned with curiosity. “That sounds like quite a present itself! But what for? A breeding party? A slave auction?”

“It’s about our queen, Chrysalis… She’s about to invite a bunch of these ‘human’ things through a magical mirror portal!! Wow! They must need help breaking them in!”

“That actually does sound pretty cool!” Starlight chuckled from below. “Can I come along? I actually spent a few days over in their world myself and made a few friends. It would be nice to see them again! And… I suppose it would be nice to see the pony form versions of them too. They are all probably wondering where I vanished off to, after all.”

“Sure you can come along,” Tylus beamed to his slave. “The more the merrier! I want to see what these human girls can do myself.”

“Well… not that I doubt your skills, master,” Starlight said respectfully with a bow of her head, “but I’ve seen these girls and their world. They may be the same people but the environment they grew up in is far different from ours. It’s going to be much harder to help them come around than their respective pony versions. Just as a heads-up. I have no question you will be able to fix them in the end, master.”

“Oh… that should still be ok…” Tylus said, though looking confident about his abilities. “Our queen is our secret weapon. The best in the business when it comes to helping women out of their shells. We probably have it in the bag.”

“I-I want to come to!” Seta suddenly shot in, earning her two stares from the other.

“Really?” Tylus asked questionably. “I mean… Seta… I’d love to have you along, but Twilight’s castle is going to be packed with others from my hive. I can’t count on them being so hospitable towards a girl like you… Even if you’ve deserted Nexia’s hive, they’ll probably still see you as a rival and, more importantly, a threat.”

“Don’t worry about me,” Seta said with a defiant shake of her head. “But if Starlight is to believed… I think I could help. No… I want to help! My powers… they could be just the thing the humans need! I don’t want this to go sour, please, Tylus!”

Tylus and Starlight exchanged quizzical glances with each other. The male changeling simply shrugged in defeat.

“Well… ok,” Tylus sighed. “You can come along. Just make sure to keep your head down. Don’t ruffle any feathers or do anything that could remotely appear as shady, alright? Oh, and stay close to me at all times.”

“Gladly,” Seta added as the changeling grabbed her and Starlight. The trio vanished from the suite room in a flash of green fiery magic.






It was a bright sunny weekday like any other as two Canterlot High School students sat on one of the many school benches littered around campus. The pair was silent as one fiery-haired girl stared in awe at the string of incoming text messages popping up on her changeling friend’s phone.

Secret Admirer: Wow… You are seriously something else, Chrysalis. Bagging Sunset Shimmer’s naked bod on film was one miracle but I can’t believe you got nudes of the freaking principal! This is amazing!

Chrysalis: What can I say? I’m good at what I do.

Secret Admirer: I’m liking all the different shots you sent too. Not just a lucky blurred frame of an upskirt or something. Seriously! Half the other girls I have doing this think that’s good enough blackmail material. But… why is Principal Celestia unconscious? Is she alright?

Chrysalis: Of course. All I did was drug her coffee. She was out like a light 5 minutes later. All I had to do was relieve her of her clothes and underwear before snapping a few dozen pictures for you. Then I was free to have a little more fun with her body, if you know what I mean ;)

Secret Admirer: WOW! Why didn’t you send a video of that! Fuck… that would have been awesome.

Chrysalis: Sorry girls, my phone was running low on space. Still is. But… I’m about to pull the same thing with the Vice Principal slut. You are free to come on by her office with your own camera and record the entire thing from start to finish.

Secret Admirer: Wait… Seriously? I don’t know if we can do that...

Chrysalis: Would be your loss. I thought you girls in particular would enjoy it. She’s going to be unconscious… so you can quite literally do ANYTHING to her without getting caught.

The texted reply came later, a good amount later than what Chrysalis and Sunset had expected. Nevertheless, Chrysalis’ phone buzzed one more as another text popped up on screen.

Secret Admirer: Fuck…. Fine! We’ll run over now. Don’t start anything with her until we get there!

Chrysalis: Better hurry. Luna’s already rubbing her eyes sleepily.

“And there you have it,” Chrysalis beamed as she smugly pocketed her phone. “As you can see, I’ve earned enough of their trust to garner that innocent-seeming request. Not to hard given how greedy them seemed. Lust has a way of overriding a woman’s logic. Whomever they are, they should be here shortly.”

“Impressive,” Sunset said with a nod, though still slightly peeved her changeling friend had sexted them naked pictures of her without her knowledge or consent. But, she did suppose it was just a means to an end… not to mention all the more reason to catch them. “But how did you know this Secret Admirer is a girl… I mean girls, plural. There is more than one of them?” Sunset could only imagine the complex changeling mind games Chrysalis was playing against them. Psychoanalyzing their select word choices to get them to admit to details without even knowing it!

“They used the phrase: ‘Totes’...” Chrysalis said with a roll of her eyes. “I’ve only been in this world for a few days and even I know that that means they are either girls or a man who has a frightening issue with his own sexuality. I’m assuming it’s not that latter as they are fishing for pictures of you girls naked.”

“Oh…” Sunset muttered. “It seemed a lot cooler in my head.”

“In addition, there’s the fact they didn’t correct me when I made that assertion. Not definite, but it’s likely they thought they already admitted that fact in our previous conversations and thought nothing of it.”

“But… what are you going to do when you catch them?” Sunset asked quizzically. “Are you even mad at them?”

“Not in the slightly,” Chrysalis chucked, “In fact I admire their work. There is fewer true intentions in this world than striving to expose the naked bodies of girls to everyone. But... they are girls so I would much prefer it if they joined us as well in Equestria. Though, all of that is dependent on you now, Sunset Shimmer.”

“I know! I know!” Sunset said through gritted teeth as she stared up at the school building filled to the brim with CHS students plainly attending their normal classes. The stress of her upcoming performance was getting to her. “I just wish that thing with Principal Celestia and Sombra hadn’t happened and we could have worked with the field trip to Equestria.”

“It may have been the safer option to choose from,” Chrysalis shrugged, “but that option would have taken far too much time for my liking. With this new plan of yours, we can simply do it, now. Now is preferred, of course, seeing as their Principal has just disappeared without a trace. We should act before anyone goes into a panic or investigation.”

“You’re probably right,” Sunset sighed as she checked the time of her phone before standing up and dusting herself off. “Guess now is as good as a time. Everyone should be in class by now, even the people who are tardy. I just hope it works.”

“Very well,” Chrysalis said, rising from the bench herself. “I’ll stick to the front campus of the school yard and guide the students through the portal as they come out.”

“Ok… I’ll just… head inside and do my part of this dumb ridiculous plan that should in no way work!” Sunset fumed.

“It will work,” Chrysalis cooed reassuringly, patting the fiery-haired girl on the butt, causing her to jump slightly. “And when it does… I will personally see to it that you are drowned in cum from my strongest lovers back in Equestria.”

Sunset said nothing besides give a slight shiver and blush at the thought of such a thing. All that would make it complete now would be to ensure that all her friends would be there to share in the love with her. But even so, none of that did anything to convince her away from her plan being completely mornic.





It’s so stupid! It’s so dumb! Why is this going to work!? Sunset’s mind fumed as she silently walked down the halls of CHS. The sound of bustling classrooms full of students and teachers alike flanked her on either side. I feel bad even taking advantage of this… Guess the bar being lowered so far has its benefits. I swear, all of the amazing sex aside, leaving this world for Equestria is worth it merely so I don’t have to put up with another day of that nonsense going on. Though it is kind of ironic how the same crap taking place is going to help me and Chrysalis get all my friends out of this world. Doesn’t make it any less stupid though! Sunset pushed open the door to Principal Celestia’s office.

“Oh! Vice Principal Luna! Hi!” Sunset spoke out awkwardly in surprise, her voice giving a slightly squeak of nervousness. “Wh-what are you doing in here?”

“I’m not really quite sure, myself, Ms. Shimmer,” Luna sighed sadly as she glanced around the empty room. “School is already well underway, and yet for some reason, Celestia is nowhere to be found. In all of the years she and I have worked at this school, it hasn’t been like her to be absent. Do you know where she is, Sunset?”

“Uhhhhhhhhh… nope!” Sunset croaked. “Th-that would, no, it wouldn’t… ummmm, that would not be knowledge… I, at the moment, am privy to.”

“I… see,” Luna noted oddly at the odd reaction one of her top students gave her. But there were other matters on her mind. Like as to why her sister had left her purse and phone behind in her office. That at least explained why she hadn’t answered any of her calls. “To be honest, Ms. Shimmer, for some reason… I suspect our Superintendent, Sombra, to be at fault here…”

“R-really? I-I don’t think, ummmm, he’s probably not even involved.”

“No, I’m pretty sure he is,” Luna chuckled. “I’m not blind after all. I’ve noticed Sombra and my sister have been spending quite a bit of time together, if you know what I mean. Of course, when I asked her if there was something going on between the two of them, she vehemently denied such claims. But, heheh, I can read my sister like an open book.”

“Right………………..” Sunset muttered. “I’m sure you’ve got her down.”

“They are a definite item,” Luna giggled. “She denies it but the substance I’ve seen matting her hair when she comes home speaks otherwise… OH, though this is certainly not something for a student’s ears,” the vice principal corrected herself awkwardly with a slight blush. “You should get back to class soon, Ms. Shimmer. I know I will be needing to get back to work myself to pick up the slack my sister left me for her surprise honeymoon. I’m going to have to have a talk with her though about such leave of absences without warning.” With that, the regal woman exited the room and walked off to her own poorly-lit office.

Sunset waited a full minute to ensure the other woman was gone before exhaling a long-held breath. “Good… good. I think I handled that fine. Well… now’s as good of a time as any for this stupid idea,” she sighed as she walked over behind Celestia’s desk, pulling out her phone along the way. “I’m going to be in so much trouble if this doesn’t work…” With that, she flicked several switches on the Principal’s PA system, broadcasting a message to every classroom and hallway in the school. She lined her phone up next to the speaker before promptly hitting play on a prerecorded message.

Several electronic tones that brought fear to the hearts of many sounded out in cold succession. Followed by a long drawn out dial tone sounding effect.

A cold emotionless robotic male voice came over the speakers and began to speak.

“This message is transmitted at the request of the United State’s office of civil defense. At approximately 9:40 A.M. pacific standard time, satellites detected numerous long range nuclear missile launches from the North Korean area. It is believed that one or more of these missiles are to be headed to impact in your area within the next ten to fifteen minutes. All residents within a one hundred mile radius are advised to seek a fallout shelter immediately. Failure to do so could place you in immediate jeopardy.”

A roll of her eyes and depressed sigh was all Sunset could do as the sound of high pitched screaming echoed throughout the high school.

Great… now I feel bad... Sunset groaned, snatching up her phone and pocket just in case anyone burst in to discover the emergency message actually originated from her phone. If she was being honest with herself, she had suggested this idea as a joke to Chrysalis. She had no idea the woman would take it seriously enough to push her to do it! I guess the ends always justify the means with Chrysalis… But it’s too late to turn back now that it’s working. How much longer until-

“Sunset?! You’re still here?!” An over-panicking and overstressed Vice Principal Luna barged into the room. “The intercom system in my office is broken! I-I need to address the students quickly! We must evacuate the school immediately!!!”

“T-that’s not going to work, principal!” Sunset cried in an equally distraught look, thankful for her many lessons in the drama club with Rarity. Not to mention all the times she had fake acted to the principal during her reign as the school’s resident mega-bitch. “You heard it! There’s no time! Even if we all evacuated w-we wouldn’t be able to escape the blast radius! Let alone the fallout!”

Another resounding wave of panicked screams from the students shot through the school.

“Then what can we do?!” Luna cried through gritted teeth. “Take cover beneath our desks? That won’t do us any good from a nuclear bomb!!”

“Wait a minute…” Sunset exclaimed after a short pause. “There’s a portal to Equestria on the front lawn! We can use that to escape the blast! But we would have to hurry and leave now!!”

Luna didn’t even have to think to know that was the best option available to them at the moment, seeing as the only other choice was to either fruitlessly flee or lay down and wait to die. She grabbed Celestia’s microphone, which had conveniently been left on to capture the entire conversation between the two of them.

“Everyone! Evacuate immediately to the front of the school! We are going to avoid the blast by taking the portal in the statue!! This is not a drill! Leave everything behind! Go! Now!!!” Luna shouted, before flipping off the intercom.

“I’ll help the students evacuate,” Sunset said with a firm nod.

“As will I,” Luna answered back with a determined grim expression. “You are noble spirit, Sunset. Let’s hope we all make it through this alive.”

As expected, the halls of the school were already packed full with a mass of bustling students all clambering towards the same exit. Many of them in various states of distraught.

“I-I-I can’t believe this is actually happening!” Diamond Tiara cried out.

“Is this the end of the world?!” Violet Blurr squeaked. “Centuries upon centuries of progress wiped with the push of a button!?”

“You can thank our president for provoking them into this!” Microchips shouted. “Oh, suuuuuurrrreeee. Call him ‘little rocket man’, what’s the worst that can happen from playing the tough guy game in a battle of two morons with atomic bombs!?”

“Oh screw you!” Brawly Beats shouted back. “Do you honestly think it would have been better under Crooked Hillary?! North Korea probably would have conquered us by now if she were in charge!”

“Shut up! Shut up!” Rainbow Dash screamed as she personally escorted Fluttershy through the throng of students. “You’re both being the idiots right now!”

“But… her e-mails!” Brawly countered back.





Meanwhile, on the front lawn of CHS, the scene was noticeably more calm. Chrysalis tapped her foot as she patiently waited, staring idly out on the busy street in front of the school.

Cars… what a moronic idea. But sure! Let’s give every IDIOT in the world the right to drive a large, heavy piece of machinery at high speeds. What could possibly go wrong?

Her tranquil setting was suddenly interrupted as the many doors of the school’s front entrance burst open. A wave of panicked students running as if their very lives depended on it. Straight towards the statute that Chrysalis stood next to.

This was it! The moment she had been waiting for! The fruits of her labor were finally paying off! For a girl who was apparently about to be turned to ash by a blast as hot as the surface of the sun, Chrysalis was having an awfully had time suppressing a grin on her face.

One by one, the fretting students fed through the portal to ‘safety’. Their bodies disappearing through a shimmering outline as they vanished from existence through what should have been solid rock. Chrysalis’s fake grin only wanted to grow wider and wider as each one made it through.

“Hurry now! Single file!” Chrysalis ordered, ushering them through. “No need to push! We are all going to make it through this!!”

Your clothes though, not so much. But it is fascinating to see their reactions. I’ve never fathomed a mere mention of a single incoming threat would throw so many into an utter panic like this… Perhaps, when our campaign of this world is expanded, my hive should consider acquiring some of this ‘nuclear bomb’ things for our own devices…

“I-I need to warn my folks!” Applejack exclaimed, pausing in place as she pulled out her own phone and started to text them before she passed through.

“I already warned them,” Chrysalis shot in, swatting the phone down with a reassuring smile. “They are well on their way to safety themselves.”

“Oh! T-Thanks, Chrysalis,” Applejack breathed a long held sigh of relief. “I owe ya one.”

More than you know… Chrysalis thought as the farmer promptly turned to help a fallen student up and guided through the portal, all the while checking the skies above to see if she could spot anything yet.

A few more dozen upon dozen scared students passed through the magical portal to Equestria, before suddenly leaving the front campus as empty and quiet as it was a few minutes ago.

“Full school evacuation in four minutes. Impressive.” Chrysalis mused as she checked the time on her phone. The last two to exit were none other than Principal Luna and Sunset Shimmer.

“Is that everyone?” Chrysalis shot to Sunset as the trio gathered in front of the statue.

“Y-yeah…” Sunset panted breathlessly from all the running as she clutched her knees. “I checked the bathrooms, locker rooms, and back of the school. All clear. It was kind of a hard message for anyone to miss over the PA system.”

“I suppose that will have to do,” Luna sighed as she too checked the skies for any incoming missiles. It was clear. For now. “We should hurry through ourselves, girls. I don’t know how much longer we have.”

“Good idea,” Sunset spoke. The last three members of CHS passed through the portal. The world around them shimmered and changed as they passed through dimensions, space, and time in the blink of an eye.

Luna came out first, her feet landing on the solid crystal floor. Her eyes quickly caught the mass of students that were congregating around the large circular room they had exited into. For some reason, she believed the portal would have lead to an outdoor area. Either way, she wasted no time tending to her shaken students.

“I-is everyone alright?” Rarity asked in a tizzy.

“I think so,” Twilight replied. “I’m just glad we all made it through. Hopefully this thing just turns out to be a false alarm.”

“What is this place though?” Pinkie Pie marveled at the large open space room with walls of floors composed of nothing but solid crystal. Had this existed in their world, it would have been worth millions, if nothing billions of dollars. “And is anyone else here besides us? Heeeelllloooo!?”

Sunset came next through the portal next. Then Chrysalis, though her changeling form lasted only for a mere moment as the queen quickly regained her magic and shapeshifted back into her human form to better blend in with the crowd.

Fortunately, no one had been looking in her direction at the time. Nor did anyone notice when she turned back towards the portal, enveloped the magical book powering it, and teleported it away. Chrysalis gave a resounding shudder of pleasure as it powered down, reverting into a normal looking mirror like any other. Signifying that the humans were now, finally, locked in Equestria with her.

Now… the fun could really begin!

Or at least… fun had been her plan until she turned around to give Sunset a pat on the butt in honor of a job well done. Instead, a deathly silent Chrysalis only instead mouthed the words: ‘Sunset……. why are you a pony?’

Sure enough, the entire crystal room was packed full of humans save for one single lone unicorn standing next to Chrysalis.

“Ummmm… heheh,” Sunset chuckled nervously, fidgeting in place as she took the queen’s imposing stare. “I guess it’s because… I’m originally from… Equestria.”

Crap……… CRAP! Are you kidding me, Sunset?! Now you choose to divulge that crucial piece of information to me!?!

“Uh oh… she’s making her angry ‘how could you do this to me. You’ve screwed everything up and I’m probably going to give you a sexual sort of punishment’ face again, guys. Best abort now, Seta.”

“Right.”

A wave of pink magic crash through the entire room. None of the Canterlot High students knew what was transpiring as it hit them. Dozen upon dozens of bodies hit the floor, and Chrysalis let them as she focused her glare at Sunset. All of the CHS students were instantly rendered unconscious and lulled into a peaceful sleep on the ground. Due to their magic, Chrysalis and Sunset were unaffected by the changeling mind magic.

“W-why does it even matter, Chrysalis?” Sunset stuttered as she backed away slowly in fear. A fiery emerald wave of magic flashing over the changeling queen as she transformed back into her original, and in her opinion, better looking form.

“I lured these girls here on the basis that they were like you! Submissive little horny sluts that yearned for a man to control them! But… if you were just an average mare slut on the inside all along, none of that applies to them!!!”

“B-but they are like me! You have to trust me on that!” Sunset quickly retorted. “I mean, they are just different forms of ponies from this world that you enslaved! How different from the original can they be?”

The changeling queen wasn’t having any of it though. As Sunset was picked up by her magic, the struggling unicorn came to the slowly of just how mindblowingly strong the creature before her was! It was like she was being held by a grasp of malleable yet solid steel. Crap! There was no way she could fend off that kind of power!

“Chrysalis!” The voice of Thorax called out, bringing a sudden stop to her rage. The pair turning to see that a good number of hidden audience members had been watching the arrival of the humans. King Thorax, the four alicorn princesses, Shining Armor, and a good number of her drones along with their mare slaves were present. On their master’s orders the mares quickly got to work straightening out the sleeping human bodies that had fallen. Some on top of each other upside down thanks to gravity, positions that would surely leave them sore in the morning.

Chrysalis tossed Sunset over to a few of her drones like the unicorn’s entire body weighed little more than a pebble.

“I want to see her ass blood red by tomorrow! Then do whatever else you feel necessary to this dumb slut.” A pack of drones caught her, holding here firmly in place.

“Well… there goes any prospect for a reward from the queen,” Sunset sighed, though she knew she was still getting off easy. Had she had a penis, she would probably be long dead by now.

Chrysalis took a deep relaxing breath as she calmed and composed herself before turning to the crowd.

“Quite a turnout, Twilight,” Chrysalis shot to the purple alicorn. “I thought I only asked for my men to be present for the human’s arrival.”

“W-well…” Twilight stuttered, having just witnessed what happened to Sunset Shimmer. “Remember what you told me before you first ventured into the human world? I thought you would want more of us here to witness your glory. To see you in action again. The more the merrier, right?”

“I suppose that’s correct,” Chrysalis sighed, “Mainly, as you may have guessed, there has been a change in plans. The orgy has been postponed. We still need to figure out what makes these human creatures tick. Of course it’s just my luck I sleep with and assume my research on the one covert pony who happened to be living in the human world! Though I suppose a minority of the blame rests on me. I should not hedge my bets on the simpler sex if I’m looking for competent help.”

“I’m still right here,” Sunset muttered, held between two drones who were hungrily staring at her casual school outfit like it was wrapping mere paper around their present.

“Still, I must applaud your work, Chrysalis,” Celestia marveled, hoping to swing the conversation onto a more positive note. The alicorn stepping over bodies as she made her way over to the changeling queen. The two women exchanging a quick yet passionate kiss on the lips before withdrawing. “It must have taken a good deal of courage to venture into an unknown world with the intent of luring these students to us without the use of your magic.”

“I concur,” Luna agreed as she likewise made her way over to the changeling’s side, exchanging a similar kiss with her ex-mistress. “Very well done. Though foreign lands can prove to be quite treacherous, in my experience. I do hope there were no complications in the mission.”

“None for your ears, dear,” Chrysalis giggled as she warmly embraced the lunar princess, leaning in to whisper, “bring your sister to my room tonight. I have something special in mind for the two of you sluts to celebrate…”

“So… what now?” Shining Armor said as he broke the pause caused by Luna’s shudder, staring out to the score of unconscious human high school students now lined up in neat rows and columns. “If you are unsure that these human girls are interested in becoming sex slaves… are you just going to put them back in their own world?”

“Don’t be an idiot,” Chrysalis shot in, turning to her official master. “I just have to run one of them through the trials again. See if the thought of being a men's collared submissve cumrag appeals to her and her body in the slightest. Then we can strip and start collaring the rest of these girls. Until then, no one is to touch them!” The drones in the room fearfully nodded their heads, despite the fact that changeling culture dictated that any woman wearing any sort of clothing whatsoever in their presence, human or not, was a grave insult to them and their race.

“And… what about the guys?” Shining Armor asked, staring at the other portion of the students that was seemingly ignored until now. “It seems the haul is comprised of half boys and half girls.”

“Oh, who cares about them,” Chrysalis said with a dismissive wave of her hands. “Toss them in some lab to be experimented on. I’m sure the science monkeys would be thrilled to have new lab rats to poke holes in. The rest we can send off to labor in the mines.”

“Chrysalis…” Shining Armor growled in a warning tone.

“Ugggggh, fine! I suppose the girls would probably prefer bonding themselves to their male counterparts… at first… And I suppose we need their sperm to produce more of their species in mass.”

“As it should be,” Cadance added. “But for the moment, we should all agree to keep the matter of our guests under wraps. We only have a single shot at a good first impression. And they deserve a fond introduction to our society. Not one where they are abducted and fucked senseless by some overhorny stallion who thinks he’s sneaky.” The other ponies and changelings nodded their heads in agreement. They knew all too well that breaking into homes and abducting mares for a night of fun was becoming a more and more common trend in Equestria. Several underground services were even offering to pull the abductions for paying clients. The changelings were still on the fence over whether or not they should move in and shut it all down.

“Very well, we will keep the humans a discrete matter until they are trained. It would best if they made a good first impression on Equestria, anyway,” Chrysalis noted as she turned to her drones. “Men! I want a squad of you on patrol around the castle’s perimeter at all hours of the day! We all know my sister, Nexia, is still out there somewhere… There’s no telling how much she would just love to get her greedy little hands on these girls! Especially if it meant pissing me off!”

“Uhhhhh, Chrysalis?” King Thorax quickly interjected, stepping in front of the changeling queen. “Heheh, well… this is sort of awkward to ask… b-but why don’t you let me give the orders to the men? I mean, I appreciate your help in everything you do but if I’m being honest, some of the troops are getting awfully confused about which one of us are really leading the hive.”

The queen slowly and menacingly turned to face the supposed ‘King’. Thorax gave a small panicked gulp of fear as he took a cautionary step backwards. At first he was sure she was about to attack him.

“You know what… you’re right,” Chrysalis cooed seductively as she strut forward to meet Thorax. Running her hands along his body as she slid down onto her knees. “The men need to know who’s in charge, and that’s so obviously you, my king…” Thorax breathed a quick sigh of relief. Chrysalis’s eyes burned with hunger as she pulled down the changeling’s pants, allowing his royal cock to pop free from it’s confines. The throbbing member was quickly twitching to full hardness at the queen’s words. “After all, I’m just another sex slave without a stich of clothing on her body… A woman who has no right using her brain when the smarty men are in the room,” she giggled as she began to idly stroke at the king’s cock and fondle his balls. “But…” Chrysalis paused with a confused expression befitting any bimbo when asked a hard question such as why women need rights. “On the other hand, that means my opinion on who’s in control is meaningless! So, Thorax, why don’t you set straight for everyone. Who is in charge of the hive?”

Thorax grinned triumphantly from ear to ear as the queen so rightfully stroked him off below him. “I am!” he exclaimed. “Uggrk!”

“I’m soooo sorry, master…” Chrysalis spoke in the most sincere tone. “I guess my dumb womanly brain was busy thinking of cocks. Could you repeat that for me?” All the while her grip around Thorax’s cock and balls tightened down to a painful degree.

“There she goes again…” Cadance commented as the four alicorns all sighed in unison.

“Well, he did kind of drag himself into this one…” Twilight added.

“I-I…” Thorax croaked, only to be interrupted as the queen tightened her painful grip on his genitals like a snake. It was like his privates were being crushed in a compact vice! Their color was quickly shifting into a shade of the color spectrum that screamed it was by no way healthy.

“Oh I so do hope you answer correctly,” Chrysalis spoke rather innocently, looking up at the king’s fearful expression with her large puppy dog eyes. “Otherwise... I’m afraid these bits of your are going to have to come off… I wonder how well they burn...”

“Y-you’re the leader of the hive, Chrysalis!! You’re in charge!!!” Thorax shouted through gritted teeth and a unending wave of helping of pain. No sooner had he done that did his body go flying through the solid wall of crystal rock through a wave of telekinetic energy.

“Jackass,” Chrysalis spat. Her horn powering back down as she rose from her knees. Her glaring gaze shot back to the many drones of her hive. “Guard duty! Anyone else have a problem to that?”

The drones in the room frantically shook their heads as they instinctively covered their groins with their hands.

“Excellent,” Chrysalis smiled.

“As always,” Luna sighed as she turned to the other alicorns who had gathered away from the changelings. “It is just a pleasure to see our old mistress work.”

“I can’t say I place the blame entirely on her,” Celestia pondered. “I’m sure you can agree with me on that, sister. During my reign over Equestria, there was no shortage of times where I so very much wished I was the type of leader who did doll out those sort of punishments.”

“Like that janitor who raped that pack of school fillies and later claimed it was self defense in the face of the extra flirtatious school girls?” Luna asked.

“Yes, exactly him!” Celestia replied. “Thankfully he got his due punishment when Appleloosa fell. Not surprising no mares there were willing to vouch for his ‘good’ name.”

“Ummmm, girls?” Cadance asked, breaking the line of conversation. “Is Master Thorax going to be, alright? Shining was planning on lending me to him again when he went out for guy’s night with the guards. I’d hate it if this were to put a damper on our plans.”

“Don’t worry about him, he’s a changeling after all,” Twilight interjected. “Our unstoppable defenders of Equestria. It’ll take waaaaayyyyy more than that to bring one of them down. Besides… Spike took the same thing when Chrysalis popped back for a few moments just the other day.” The purple alicorn gazed at the other similar dragon shaped hole in the wall. “I kind of wish she would come up with less destructive ways of punishing the guys though…”

“Now then. Which one of you is responsible for that well-timed spell that knocked the humans out? I felt it, it was quite some impressive and efficient magic,” Chrysalis went on, eyeing the crowd of her drones before her. She knew it couldn’t have been the alicorns as a casual spell with that much energy on some many targets already surpassed alicorn or unicorn magic limitations. It had to have been fueled by the changeling aura.

“That was… my friend here. Her name is, Seta,” said one changeling not cowering in fear. Tylus stepped out of the mass of his brothers, pulling with him another who had been hiding behind the pack in fear.

Chrysalis’s eyes widened in shock as she set eyes upon another female changeling. A cute, tender-looking thing. Her eyes were pink, her skin soft, supple, and unblemished. She was naked, yet wore no sex slave collar.

“H-hi…” Seta stuttered quietly with a weak wave of her hands.

“Ah… I see,” Chrysalis noted as she put the pieces of the puzzle together. “You brought along a helpful little member of my sister’s hive, Tylus. How humorous…”

“Well, yeah. The thing about that whole situation is, and you are going to think this is crazy, but-”

“Kill her.”

“No! No!! Wait stop!” Tylus urged, his queen. Seta curling up in his protective arm in fear as the other drones gathered around them. “Hear me out! She ditched Nexia’s hive! She wants nothing to do with them! She’s not evil or anything!”

“Oh get over it! She’s a spy!” Chrysalis spat, glaring at the woman who was putting on an awfully legitimate scaredy cat act. That detail only hardened Chrysalis’ belief in her own logic. “Let me guess. She got you in bed with her and now you’ve hand-delivered her here, with the humans!”

“I-I’m still here aren’t I?” Seta spoke up. “I-I could have teleported away while you were all distracted. Taken these human creatures with me… But I didn’t.”

“Yes… you didn’t. Here to stay and taunt us first?” Chrysalis spat. “I expected more from you, Tylus. And you! Men! How could you stand by and let this miscreant into the castle unrestrained or unfucked!”

“Tylus vouched for her…” Cornicle mumbled.

“She seemed nice enough when we talked to her,” Serrate shot in.

“And we’ve been keeping an eye on her…” Clavate added. “Just in case.”

“Of course you have been keeping an eye on her. She’s naked!” Chrysalis exclaimed. “Think of the mission rather than what’s between your legs for once!” Her drones cast their gaze to the ground, ashamed.

“Look, I know what a spy is. We’re all spies. It’s what we do. But Seta isn’t one of them! I just have a nice feeling about her,” Tylus urged. Chrysalis could only raise an unconvinced brow.

“I’m here to help!” Seta exclaimed, pushing away from Tylus as she stood in front of the changelings.

“Oh is that so? If you are truly here to help. Shut your mouth, throw on a collar, spread your legs for my men, and start popping out offspring for the future generation like a good little woman!” Chrysalis spoke back. “I daresay the rest of the girls in your hive need a proper example on how they should behave.”

“I mean with the humans…” Seta stammered, slightly taken aback. “My powers… I could help them see the light.”

“You mean your mind control magic? Sorry, dearie, but I hold my hive at a higher standard than that. Using that to make the humans have sex would be rape. Plain and simple.”

“Not by mind controlling them!” Seta said with a shake of her head. “But I can peer into their heads. See what makes them tick. It’s only take a few moments! You said yourself, since that Sunset unicorn deceived you, you have no idea what’s truly going on in a human’s head!”

Chrysalis was found momentarily at a loss of words.

“Then it’s settled,” Tylus beamed. “Seta will help us figure the humans out in exchange for absolutely nothing other than the satisfaction of a job well done! What a steal for us, right, boys?”

“That doesn’t actually sound like a bad idea,” Geniculate said happily. “We don’t exactly have any rules against peering into minds.”

“It could actually save you a bit of time,” Sunset admitted, having no idea that this type of power even existed in Equestria before. Times sure were different now. “I mean, I’ve lived with them for years, and I still don’t know what’s going on in their subconscious minds.”

“Dang! Sounds like a plan then!” Serrate cheered.

“Go on, Seta,” Tylus urged proudly, pushing her forward on her bare butt. “Do your thing.”

“Ok,” Seta beamed, prancing over to the nearest sleeping human girl she could find. A crowd of drones, alicorns, Shining Armor, and Sunset eagerly gathered around the female changeling as she dropped to her knees and gently placed her hands on Cloudy Kick’s head. All while Chrysalis angrily fumed behind them all as the attention in the room diverted from her.

Seta’s horn began to glow with pinkish magical energy as she closed her eyes in concentration. The crowd gasped in amazement as her hands dissolved into a colored smoke, which flowed through Cloudy Kick’s skull like it was nothing more than air. She was eternally thankful the humans didn’t have any magic, and therefore made it a thousand times easier to venture into their minds without first making them cum to do so.

“Let’s see here…” Seta muttered as she thoroughly scanned the human girl’s brain. Dark secrets, personal memories, acquired knowledge, all of it and more phased through the changeling in an instant. “Well… I’m seeing she certainly is a girl, and she certainly thinks about sex a lot. And yes… most of it is with one of her classmates, a boy.” The crowd gave a light cheer at the first sign of positive news. “But… nothing in her fantasies about putting on a collar and acting as his obedient slave. Perhaps they are deeper.”

“I guess that’s not too surprising,” Sunset sighed. “In their schools they’re taught about this Civil War event that happened in the past. It’s complicated, but it basically tends to turn everyone off the idea of slavery.”

“Hmmmmm,” Seta pondered as she dug deeper into the girl’s mind. “Yes, you’re right! I’m seeing something in here about a Civil War… but, wait, there’s nothing in it concerning slavery. I think you may be mistaken in that. It’s mostly about a Captain America man fighting another man in a metal suit…” Seta paused for a moment in thought. “The captain guy seems more justified in his cause.”

“That’s a relief,” Luna thankfully breathed.

“Wait… I think I may be seeing something else in here,” Seta carefully spoke, the pink aura of magic spreading from the head of Cloudy Kicks to encompass more and more of the female CHS student’s in the row. “This could be problematic…”

“What?! What is it?” Celestia asked.

“There seems to be an ongoing trend with these girls… Something called ‘feminism’. Some sort of ideology that makes them think… they are just as good in comparison to the boys!”

“Huh!? T-that doesn’t make much sense… I’ll admit they are more attractive, b-but what about their shortcomings in physical strength?” Serrate asked.

“And if their anything like Equestrian mares, they almost certainly falling behind in intellectual abilities as well,” Twilight added.

“I think they know… they just don’t care!” Seta gravely spoke. “I-I think I’m going to be sick…”

“Me too…” Tylus grimaced. “But there’s still hope, right? They’ve been freed from the toxic environment so the boys can talk some sense into them!”

“That’s just it!” Seta exclaimed, her magic having likewise extended to the minds of the male students as well. “They’ve somehow coerced the guys into thinking the same thing! That girls are just as good as they are!”

Everyone in the room gave a gasp in horror. A few changeling drones even bolted for the nearest trash cans as they hurled the contents of their stomach into it. And wrist flew to Celestia’s forehead as the alicorn fainted where she stood. A long silence perpetrated the room, as if to show solidarity and respect for the souls that had managed to exist in such a twisted other world.

“I-I had no idea things were that bad over there,” Twilight muttered.

“I knew it!” Chrysalis exclaimed. “I knew that world was nothing but trouble! This is exactly why we need to expand our campaign into their world and skewer whatever sick individual who thought it would be funny to start those sorts of nonsense!”

“Ok… I think that’s enough, Seta,” Tylus sighed. The changeling woman agreed, retracting her magic from the humans as she rose back up to her feet.

“We should call it a night, here,” Shining Armor called out. “It’s getting late anyways. We should think on this matter and decide what to do with our new friends in the morning. I believe Twilight and Spike prepared rooms for all of us?”

“That’s right,” Twilight said with a nod. Though Spike’s absence from the gathering only meant he was still occupied getting reacquainted with Starlight and the new skills Tylus and Seta had both gifted her with. Plus, Spike didn’t quite feel like seeing Chrysalis again when she came back through the portal… for whatever reason. “I mean, we were expecting all of the humans to be using them. But if they are just going to sleep here, I guess there’s enough bedrooms for everyone.”

“Great,” Shining Armor said. Most of the audience was already dispersing. The loyal drones flying off to start their patrol and guard duty around the crystal castle. “And Chrysalis?” He asked, roughly grabbing the hip of a squealing pink alicorn, pulling Cadance to his side. “You feel like sleeping with us, tonight?”

“As nice as that sounds, master,” Chrysalis smiled, “I’m afraid there is some other business I must attend to tonight. You all go on without me.” Luna slyly exchanged nods with her. The lunar alicorn picking up her fainted sister from the ground and carrying her off.

“And you’re sharing a bed with me,” Tylus affirmed, picking up Seta with his magic and plopping her down on his shoulder.

“Well… yeah, I was going to suggest that anyways,” Seta blushed. “I mean, if Starlight’s spending the night rutting her old friends, I’m going to need someone else by my side. I literally can’t fall asleep until there’s someone by my side to cuddle with.”

Chrysalis glared at the odd couple her drone and the drone of her rival sister were apparently making as they walked out of the room. There was something wrong here… She knew Nexia. She knew what type of offspring her bitch of a sister would have and raise. A changeling that… nice… did not belong in any of those categories. And yet, everyone else seemed to trust her… What else was going on here?

“Is something the matter, Chrysalis?” Twilight asked thoughtfully as the other left the crystal room.

“What? Errr, no it’s nothing,” Chrysalis stammered, having a gut feeling she should refrain from sharing her concerns with others for now. Knowing the kindful creature Twilight was, the alicorn would likely try to convince her that nothing was wrong with Seta. That would have been a real bitch move.

“Really? You seemed upset over something.”

“No… I mean. I suppose it’s about the humans,” Chrysalis added, figuring she might as well share another piece of information to get her to drop the subject. “It was something off I detected when I first rescued the human principal Celestia and brought her through the portal. All of these other students only confirm my findings.”

“Which is?” Twilight asked, intrigued, yet slightly worried.

“Their bodies have been saturated with changeling magic. Long since they even arrived here today.”

“I guess that’s possible. When I spent my time over in their world, there was quite a bit of Equestrian magic going around between me and all my friends. And seeing how the changeling love magic is flowing through the air ever since you all moved in, it may be that it’s your magic that’s leaking through the portal somehow to their world.” Twilight had never noticed a crack at the top of the statue from which magical energies constantly poured through to the human world. Which was fortunate, in a way. Had she noticed before the changeling takeover, she probably would have tried sealing the crack. Possibly with duct tape.

“A magical leak in the portal?” Chrysalis muttered, thinking of their aura spreading far and wide throughout the human world. “That is actually a really welcome piece of news!” Her grin broke out into a fullon nefarious smile. “Naturally, the effects would be smaller than they are here. I suppose it could positively affect their woman’s breast growth and sexual prowess. But, more importantly…”

“What?”

“Don’t you see, Twilight? It means it is actually possible for us to have access to our magic in their world! Our newfound strength! Our ability to shapeshift! It would make things so much easier to lure the rest of the humans over!”

“That sounds great, Chrysalis… B-but, I thought it wasn’t quite clear if we were even going to keep the humans in the first place.”

The changeling queen turned to the purple alicorn, placing a comforting pat on her head. “Of course, Twilight! Of course! But, that doesn’t mean there would be any harm in starting things early! Work your magic, girl. Figure out how to modify the portal again so we have our powers when crossing over. Then we’ll decide if it’s actually needed, alright?”

“Well, alright!” Twilight said after a moment of thought. “I mean, the mirror portal is a amazing piece of magical equipment. It would be fun just to tinker on it again. If not just for scientific curiosity!”

“There’s a good girl,” Chrysalis cooed, giving the alicorn a light peck on the cheek. “Hehe! Now go and scamper off to bed so you can rest that womanly brain of yours for tomorrow. And tell your master to pump all three holes to the brim with his inferior seed or I will be paying him a surprise visit!”

“Hehe, whatever you say, Chrysalis,” Twilight giggled like a naughty school filly. “Though it may be hard on Spike. He’s sitting for me and Starlight tonight. Plus we all three of us wanted to turn with Sunset if she’s going to be ready.”

“I think that could be arranged…”
> Changeling Levels of Bonding
> --------------------------------------------------------------------------

It was nearing pitch black outside the castle, save for the slight illumination the moon provided. Dozens of hidden drones patrolled the crystal castle despite, from an outsider’s perspective, it seeming like any other night.

Tylus lay upwards in his rented chambers. His arms bent relaxingly to cushion his head on the mattress. Sighing in content bliss at the serene scene of chirping crickets outside, hooting owls, and beautifully light bedroom.

It would have been more relaxing… if not for the lumpy sateen clad bedsheet monster in his bed, viciously eating away at his cock!

Oh wait… it was just Seta. Tylus pulled up the bedsheets to reveal the changeling’s adorable head bobbing away atop his slickened member. Well, up and down bobbing half of the time, the other half was adamantly spent nuzzling his cock to her face like it was a lovable puppy.

Tylus pulled the bedsheet upwards with his magic to have a look. He quickly spotted the woman planting several kisses on his mushroom-tipped member, only to freeze like a deer caught in headlights.

“Well, this is certainly one of the more interesting blow jobs I’ve recieved,” Tylus grinned, “not that I’m complaining or anything.”

S-s-sorry… I’m not actually sure what’s going on either! Seta telepathically spoke to him through her powers as the changeling attempted to compose herself and resume a normal sucking tempo. I guess I’m just not used to anyone being so… ‘nice’... to me. Growing up in my hive, no one ever really stood up for me like you did… Or complimented me. Or even bothered waking me up before they fucked my throat!

“You’ve never had a friend in your hive?” Tylus asked, finding it hard to believe himself. “No wonder you wanted to get out of there.”

I’m one of the youngest in my brood. And that meant my life was usually a living Tartarus. The oldest siblings always got their way with us, except of course, for Queen Nexia. I’d always be the one sucking my sister’s cocks, or taking them in my ass, never the one giving a pounding, always taking them.

“That must’ve sucked,” Tylus added, completely missing the pun he just made, too interested in the learning of their rival hive’s customs. “In Chrysalis’s hive, we were lucky, I guess. We didn’t exactly want to mate with each other. Not even in the slightest, that would just be weird. Sure we had bullying from the oldest broods to the younger… but that was mostly them cucking their youngers with the mares we abducted to feed us love.”

Ahhh! You keep on talking without insulting me! S-stop it!! Seta’s thought frantically screamed at him as the changeling popped the cock out of her mouth and resumed planting a few dozen loving kisses over the entire length. It’s making my stomach feel funny! I don’t know what to do about this!

“Heh, well, just do whatever feels natural, Seta,” Tylus smiled with a perverted grin. “That’s the changeling way.” He didn’t want to admit it to Starlight, but so far Seta far surpassed her in oral skills. Guess all those rough sessions with her abusive sisters must’ve had its upsides.

I-I guess it’s just gotten harder… ever since you let me open up a link to your mind. I still can’t believe you said I could do that, by the way. Seta suppressed the butterflies in her stomach and resumed polishing Tylus’s cock. Wanting nothing more for the changeling to fully release his hot steamy load straight down her gullet. And since I’m in your head… I know you’re not lying. Everything you’ve said to me is sincere…. Except those dumb jokes.

“Well, I’m spending time in our suite, cumming with you around. It wouldn’t have been hard for you to sneak your powers into my head while my defenses were down,” Tylus said. “And you can’t get into a magic user’s head any other way, right?”

Nope. Only a small window when they actually cum.

“Well, you were right that it was an amazing experience. Not just convenient for being able to talk to you while your mouth is occupied.” The powers that Seta and her hive were born with weren’t single-sided. Not only could she see and alter thoughts and memories, but she could also share them with the others in her connection. Every night in the suite, the trio would gather and watch as Seta extracted some of the most perverted and naughty memories Starlight had and played them for all to see. Most being prior to the changelings’ actual arrival in Equestria. Starlight’s first time masturbating and orgasm, the time she lost her virginity to a stallion, and the special ‘VIP’ club she hosted for the most strapping stallions of the town she used to run. Neither of the changelings were that surprised to find the mare an embarrassed wreck in the face of others viewing her perverted memories for their own sexual thrill. But, to the changelings themselves it was merely another issue to train out of the mare, who didn’t understand what it meant when a master owned everything to a mare. Heck, the average slave owner would claim custody over their mare’s souls if they could.

Well… since our pet Starlight is spending time with her friends tonight… would you like to watch some of my naughty memories? My time with my sisters in the hive wasn’t that fun… b-but I have had plenty of naughty experiences out in the field with my missions!

Tylus gave a quick ponder to the thought of how many of the Equestria’s sex crimes and incidents changelings must had been responsible in the years for before they took over.

“Maybe after this. For now, I just want to enjoy the view,” Tylus sighed in contentment. “And that would be a lot easier for me if you didn’t insist of giving me a blow job under these bedsheets.” To Tylus, Seta had a smoking hot body in addition to her head he wanted to see as she tended to his dick.

Shhhhh! I’m hiding from your queen! Seta’s thoughts were very much giggling in his head as her magic playfully yanked the bedsheets back down to conceal her. If she sees me doing this to one of her sons, who knows what she’ll do to me!

Though he was left without a view of her, Seta’s horn gave a light pink glow as Tylus’s vision was overtaken with a different sight. He saw her, naked, sprawled out on the rocky ground of a cave. Above her stood a good dozen equally naked changeling sisters, all furiously beating off their futa cocks in her direction. Seta was panting, exhausted, unable to move as the cocks erupted above her and started to rain down. Her chest and tits were coated in a copious helping of thick virile changeling jizz. Her eyes closed as her face received an equal coating of baby batter. But those were merely the stray shots. The worst of the lot came as her chin was magically yanked downwards and they treated her mouth like a shared toilet. The stream quickly filled her mouth to the brim with their thick cum before the magic pushed her mouth closed and plugged her nose, forcing her to swallow the cum concoction down. Everything else went into her hair.

The scene proved a bit more than Tylus’s cock could handle as it twitched and flared, releasing its pent up load directly down the smiling mouth of Seta. The skilled changeling eagerly slurping up and swallowing down the entire thankful load into her stomach, to serve as her sustenance for the coming days.

Wow… that one was quite an impressive load. Seta gave his spent cock a quick cleaning to ensure it had been thoroughly milked by her throat. I’ve seen every one of my sisters’ cocks in my face before, and none of the came that much! The giggling changeling planted a final kiss goodnight on the still flared head.

“I think my cock has just come to appreciate your efforts in cheering him up more than your sisters ever did,” Tylus smiled as Seta crawled upwards to him and exitted from underneath the covers. The naughtily grinning girl curling up into his side as she hugged his arm to her chest. To Tylus, at first he was rather surprised with the unexpected fondness Seta had started taking towards him over their time in the suite. Not an unwelcome aspect of their relationship, of course. For a part of him knew exactly what the girl needed… And for the first time in the universe… it wasn’t just a good rutting.

For a while, the two of them simply lay still in the bed. Enjoying each other’s embrace and company as the moon slowly moved across the sky. It was a serene peace in a way, a blissful image in a way that reminded Tylus just exactly what the perfect moments in life were really all about.

“Can… can I ask you about Chrysalis?” Seta broke the silence with a less playful tone.

“Couldn’t you just read my thoughts about her?” Tylus replied, grinning.

“I could… but you’re not Starlight. I would rather not poke around in your head without your permission. And… I would rather hear it from you instead.”

“Well, okay. Shoot.”

“I don’t quite know how to ask this but… why do you, and everyone else, all… let her behave the way she does?” Seta asked plainly. “I mean, I can see the sex slave collar on her neck just like any other mare. But, she doesn’t assume the role. She does as she pleases.”

“I know. I know. She makes us all look bad,” Tylus sighed. “And yes, if she were any other slave taking that tone we’d probably be on her ass in an instant. Spanking and fucking it until she was nice and behaved again. But… she is our queen… we all send her a card on mother’s day. And between you and me… I think some of us are afraid to even try and stop her at this point… not to mention we are afraid to think what would happen if anyone actually did.”

“What do you mean?”

“Her methods are crass and sometimes cruel, but they get the job done. In a way, we all owe Chrysalis everything. Without her drive and determination pushing us forward, Equestrian mares would have never realized what they truly were, and would still be living subpar lives as women with rights. And let’s not forget you and I never would have met…”

“I guess that’s a decent enough reason,” Seta giggled.

“On top of that, who else would have been willing to risk their very lives, leaving a world of unending pleasure to venture into another world without their magic? All for the desire to help others come to same realization that the ponies have. I mean, we could try to put her in her place,” Tylus shrugged. “But if she stops doing what she’s doing. Who knows what we’ll do the next time we need to topple an entire kingdom… Though, Equestria was frighteningly easy to conquer... I swear, before we came along, any bad guy with a few minions could have taken over and enslave Equestria in a single day.”

“Yeah, apparently no pony but the princesses and those six mares know how to fight. Guess they should be even more thankful to have you guys guarding the realm,” Seta beamed, hugging Tylus’s arm even tighter.

“Well, it’s my turn to ask you something,” Tylus spoke.

“Oh, what is it?”

“What else did you see in those human creatures? I know you well enough to tell that you were hiding something from everyone,” Tylus said, though his tone made it clear he wasn’t upset with her.

“It was that obvious, huh?” Seta sighed. “Uggg! Alright… I guess I’ll tell you. I-It’s just… I really like the humans and everything! I think… I think they would make a great addition to your world! But after I spilled the beans over that ‘feminism’ nonsense, and seeing how everyone reacted, I...I realized that I didn’t want to be the one responsible for convincing everyone that they were a lost cause.”

“It’s alright, Seta,” Tylus cooed gently, patting the changeling’s head with an asuring hand. “How bad can it be?”

“Well, I was pretty rushed with that many of humans to look inside. I didn’t get a very good peek deep inside them but from what I could tell… unlike the mares, some of the girls aren’t bisexual. They only have their eyes set on a single gender.”

“Oh…” Tylus winced. “Certainly seems restrictive…” Girl on girl action remained an ever so important cornerstone to a master’s enjoyment of his pets. Usually when their cocks couldn’t handle everything the world threw at it, there was nothing wrong with simply laying back and watching a show of two or more mares going at each other like there was no tomorrow. More often than not, that was all it took to get a master’s cock up again for another few rounds. “Chrysalis isn’t going to like that. Guessing she’ll probably put them through training with each other.”

“Well, a bisexual desire could always be hidden in the girls’ minds,” Seta shrugged. “Some are just buried deeper than others. Hidden under shame and self-doubt.”

“Anything else you discovered?” Tylus asked.

“Other than most of them are virgins and would kick you all in the nuts if they knew you were trying to get them to have sex with each other?”

“Odd way to say thank you...” Tylus pondered. “But who am I to judge a whole different culture. It’s not like a kick would hurt.”

“I was thinking it was funny you brought up your queen’s ‘methods’... because for some reason, every single one of those students was rather depressed and saddened at a possible thought that their families were all dead. I’m… I’m not exactly sure why Chrysalis would pull something in their world like that, but I think it was fair to say an emotional state like that does not bide a decent breeding environment,” Seta said.

“I-I don’t even want to know what my queen pulled,” Tylus groaned as he facepalmed. “But still, I don’t think those facts alone would be enough to dissuade us from trying our hands with the humans.”

“It wasn’t just that,” Seta claimed with a firm shake of her head. “There was something else… It was the oddest thing. I felt it out of the corner of my mind. One, or maybe a few, of the students Chrysalis pulled through the portal… they weren’t like the others. Not even close. I-I didn’t have enough time to figure out which ones it was, but their thoughts… their emotions were just hostile. Dangerous even… A lot of anger, rage, and hatred. I know every person’s mind I looked into was human, but these didn't feel human. It’s kind of hard to explain. I didn’t want to put them in a room alone with one of the students.”

“Wait… seriously?” Tylus asked, now a good deal more worried in the face of a possible danger. It was almost certain Chrysalis didn’t properly screen the school’s students before dragging them through the portal. Well, not anymore than from a ‘looks’ perspective. And like it or not, they were responsible for the safety and wellbeing of the humans during their stay. “Which one of them was it?”

“I just told you, I don’t know!” Seta exclaimed. “I need more time to look into their heads.”

“I guess that isn’t so alarming then. Always bound to be a few bad eggs in the bunch.” Tylus sighed. “But you should really go back and find who exactly is thinking those evil thoughts. We can chuck them back through the portal if they are really that bad.”

“Good idea,” Seta said and reluctantly got out from underneath the covers. Fixing herself up quickly as she made her way for the door. “Now that things have calmed down a bit, I think I will spend a bit more time in their minds.”

“Go at it then,” Tylus yawned sleepily. “I’m sure you’ll find what we’re all looking for. I’ll be waiting here when you get back.”

“Okay,” Seta called back, closing the door behind her. Silently, the naked femling made her way down the hall of the Friendship Castle. Careful to keep quiet as she moved. There was a time in the past such a thing would have thrilled her more with the thought of being caught in such a state. But, such was the norm of the new Equestria.

As Seta walked the halls, she passed Shining Armor’s room, where he and his slave resided.





“That was quite a commotion with Chrysalis, was’t it, dear?” Cadance spoke idly as she brushed her hair. “It was rather unfortunate the drones brought their pets to see her like that. I’d hate to think Chrysalis is making a bad example of how us girls should behave…”

With a snap of his fingers, Cadance dropped the brush without a moment’s hesitation, rushing over and dropped to her knees below where Shining sat up their bed.

“It’s necessary, I’m afraid,” Shining sighed as he grabbed at his wife’s breasts, squeezing them like they were oversized stress toys. “Thorax has become… a bit less complaisant over our shared rule. He’s been trying to get me to retire, just so he could take sole leadership over Equestria.”

Cadance softly mewed and purred in his hands. Her trained sex already starting to dampen as Shining toyed with her privates with full control.

“J-just Thorax as king?” Cadance spoke through a haze of moans. She imagined the millions of ponies living in Equestria under a changeling’s rule. Made to fuck, breed, and cum all day… powerless to fight back against any unjust rule they imposed on their prisoners. The thought of being so helpless was no small turn on for her.

“He’s not a bad guy,” Shining Armor went on, putting a small damper on the alicorn’s fantasy. “That’s actually the problem though. He’s an idealist. Thorax seems to think things would be better for us if he did everything his way.”

“And what exactly does Thorax want more control over?”

“Mostly us ponies. As it stands now, I maintain most control over Equestria’s pony population and he is in charge of the changelings. But, he’s pushed for some ideas that would change what we teach our foals in schools. Punishments for not impregnating your woman as often as you possible could. Even some more extremes like wanting to replace a pony’s cutie marks with new ‘sex’ or ‘slave’ cutie marks. I don’t think he really believed me when I told him that’s not possible. Along with a hundred other reasons why we shouldn’t do it.”

“I have heard stories of some young blank flanks getting sex related cutie marks,” Cadance giggled. “They became quite popular in their classes.”

“Guess Thorax heard about them too,” Shining sighed. “Now he wants to try and see if everypony can get one. Mares and stallions.”

“So... that’s why you let Chrysalis off the leash in her mental condition,” Cadance purred as she crawled onto the bed. Seduction following her every movement as she made sure her husband got an ample view of her wet slit. “She would naturally clash heads with Thorax and take control of the hive again.”

“Then I would take back control of her,” Shining Armor grinned. “I know that slut almost as good as you now, babe. She has a weakness, just like anyone,” he grinned, unfasting his trousers. His cock was long since ready for another night of breeding. “She likes to act all high and mighty. But on the inside, she’s just another cumslut dying for a man’s approval and cock.”

“Hehe, I guess that does just about sum us girls up,” Cadance giggled as she took her husband’s cock into her hands.





Seta finally arrived back in the main crystal room where all the humans were kept. The door was unlocked, thankfully. However, the room was not completely empty itself. There were two standing guard. Well… kneeling and sitting guard that is… That complicated things a tad. She took watch peeking around the door to see what they were saying.

“Just look at them all,” Misty Fly marveled from her master’s side. “All these human things… sleeping like babies.”

“What I wouldn’t give to join them in that,” Serrate grumbled. The changeling sat in a chair, head supported by his hands as the weight of boredom crashed into him. “Guard duty is the worst. What are we guarding from anyway? No one besides us even knows these creatures are even here!”

“Well, there was that one changeling chick,” Misty recalled from her kneeling position below her changeling master. “Do you trust her not to pull something?”

“Tylus is watching her tonight… lucky bastard,” Serrate grumbled. “Did you see the tits on her? Freaking udders are completely natural too! I wouldn’t mind watching her myself if I was Tylus. I’d watch her all night long! I’d watch her in every one of her holes and keep on watching her until she blacked out!”

“Hmmmm,” Misty Fly pouted, disappointed at the thought of her owner’s disappointment. He needed something special. She thought for a moment, then spotted the elephant in the room. “You know, master,” she cooed seductively as she started crawling over to the center of the crystal room. “No one else is here… We could have a little fun…”

“W-what are you doing?” Serrate asked hesitantly, though noticeable less bored. But his slave’s idea of fun didn’t seem focused on him for once.

The mare crawled over to the nearest sleeping human, a girl by the name of Violet Blurr. Misty grinned, rubbing her hands together mischievously.

“B-babe! We aren’t allowed to do that!” Serrate nervously exclaimed. “These girls aren’t collared yet!”

“Oh, relax!” Misty replied dismissively. “It’s not like
they are going to wake up. They’ll never know!” A soft pop in the air indicated a top button on Violet’s blouse had been undone. “Oops!” Misty giggled, “my bad.” Her fingers continued to ‘accidentally’ undo the rest of the buttons atop the girl’s top.

Serrate wanted to stop her. He knew that he should have. But… the thought of being the first one to see these creatures in the flesh was all too appealing to him. He gave a nervous gulp as he rose from his chair and made his way next to Violet. He wasn’t allowing it to happen. He was just really really slow at stopping her!

Misty triumphantly pulled apart the two sides of Violet’s top, revealing a light purple colored bra within. That too was quickly pushed upwards to finally reveal the girl’s pendulous rack. Two swaying globes of flesh, majestically moving on Violet’s chest from the slightest touch.

Misty and Serrate both marveled in awe at the lewd display of the school girl’s breasts.

“Amazing…” Serrate gasped. “They look so soft… so, touchable…so inviting!”

Misty was licking her lips gleefully, knowing her master well. She reeled up, yanking the changeling’s pants down. Expertly dodging the cock that sprang free, nearly hitting her face.

The mare cooed softly as she started to stroke her master. He was as hard as a rock. Maybe even harder! Serrate was, without a doubt, turned on.

“There he is,” Misty giggled as she pumped away.

“Babe… it’s a n-nice view and all,” Serrate groaned, “but if I do anything else to her, someone is bound to find out!”

“You don’t have to fuck her yet, silly,” Misty Fly giggled. “Maybe just… feed her a little. I bet their stomachs are just rumbling to be fed every mare’s favorite protein meal!” She gently pried open Violet’s mouth with her other hand.

“W-well… I guess they might be a bit hungry…” Serrate muttered as he took over pumping his cock. Curse his slave for knowing him so well! He aimed his pulsing member to Violet’s agape mouth. Misty quickly scampered over, laying down and positioning her head next to Violet’s to catch anything her master missed.

With resounding groan, Serrate cock twitched and pulsed as a stream of jizz gushed forth from the tip and flew downwards. The first rope hit off its mark, Misty blinked as a line of cum hit her nose and Violet’s cheek. The next stream came on point, hitting Violet’s lips as most of the creamy baby batter fell into her mouth. The sight of which caused another twitch in Serrate’s cock, causing the rest of his shots to to venture off wildly. Coating both women’s faces in a healthy load of his cum.

Misty Fly all too gleefully licked up what landed on her and shared it with the sleeping human.

“What are you two doing!?!” Seta exclaimed, bursting into the room.

“Crappity crap crap! Someone’s here!” Serrate panicked.

“Haul ass!” Misty Fly exclaimed.

Not even wanting to look around and give their voyeur a better look at him, Serrate grabbed his slave and instantly teleported away in the blink of an eye.

Seta trotted over to the spot where the pair had been, now only a green dissipating puff of smoke lingered.

“T-that… that probably wasn’t very nice…” Seta cringed, staring down at Violet, whose face and neck area was thoroughly covered in changeling spunk, on top of her bare breasts being exposed. While she didn’t know much of the humans yet, she would have guessed they would have preferred it if people didn’t strip them and jizz on their faces while they slept. Though, that was just a hunch.

Seta dropped to the ground aside Violet, quietly tugging her bra back down to cover her tits before moving to button up her top. She understood why that changeling fled. Even for changelings, they had rules… which they had just broken. There would have been hell to pay if he had gotten caught doing that.

Speak of the devil.

Chrysalis flew into the room not a moment later, rapidly scanning the crystal room full of sleeping humans. Her gaze soon located Seta. A naked enemy changeling, kneeling next to a cum-glazed human. A human that just happened to be innocent, defenseless, and sleeping!

There was fire and fury in Chrysalis’s eyes as she shot over to the younger changeling.

“What have you done you stupid bitch!?!” Chrysalis angrily screamed. “Couldn’t even wait a few hours, could you?! You raped an innocent human!! Have you the slightest shred of decency!!?”

Seta took a panicked series of step backwards. Shooting her gaze between the cum-covered face of Violet next to her to Chrysalis. It was obvious to see how the queen had come to that conclusion.

This was it… She was going to die here.

Every sensible thought in her head told her to deny the allegations. That she didn’t do it. That it was one of her own drones and their sex slave that showered the human girl with cum. But… she couldn’t.

“I-I’m sorry! I’m so sorry!” Seta exclaimed, dropping to the ground in a frantic apologetic bow. “I d-don’t know what came over me!! Please!!”

Chrysalis’s gaze seemed to… soften upon hearing the fellow femling’s words. Her buzzing wings dropped her to the crystal floor. Her icy stare remained trained on Seta though, not letting her out of her sight for a moment as she strolled over for a nearby chair.

“Interesting choice of words...” Chrysalis muttered as she took a seat. With that, the queen’s horn began to glow it's emerald green as the changeling focused her magic.

With a magical *poof* something materialized onto Chrysalis. It was Misty Fly! The naked mare was positioned laying over the queen’s lap. Her rump positioned hanging off the side just right for-

SLAP! SLAP! SLAP!


Chrysalis’s hand came screaming down at the mare’s behind, landing a several resounding spanks on Misty’s rear end. Shock and pain hit the mare in an instant as she lurched forward. Tears starting to well up in her eyes.

SLAP! SLAP! SLAP SLAP SLAP!!!

The growling changeling queen didn’t relent. Slamming the mare’s bare butt with unrelenting force. Red imprints of her hand were starting to cover the entire portion of Misty’s rump. The pegasus was frantic. Desperate to push herself out from Chrysalis’s lap. Her wings beating the air as she used her arms in an attempt to pry herself out. But, against Chrysalis’s strength, all it took was a mere hand pressed against her back to render Misty’s efforts in vain.

SLAP! SLAP! SLAP! SLAP!

The harder the crying mare tried to get away, the harder the changeling spanked her behind. Even Seta winced slightly seeing that Chrysalis was putting her changeling strength into the force of her hand. Power that was only blunted by Misty’s firm bubbly butt.

SLAP! SLAP! SLAP! SLAP!

It took longer than expected, but Misty eventually realized she was trapped. All she could do was bawl her eyes out as her vision dulled from the constant stream of pain.

“I-I’m sorry!!” SLAP! “Please f-f-forgive me!!! SLAP! “I-I-I-I’m just a dumb mare!!!!!”

SLAP! “Where is your master?!” Chrysalis screamed. Misty didn’t respond in anything other than crying. SLAP! “Answer me, you dumbass slut!!” SLAP! SLAP! “I can’t use a collar to track him, unlike you!”

“H-h-he went back home t-t-to Las Pegasus!” Misty bawled through tears.

SLAP! SLAP! SLAP!

The flurry of spanking came to an halt. Though a tearful Misty trembled and flinched in anticipation of the next blow.

“Well, he’s not your master anymore,” Chrysalis growled. Misty didn’t even have a chance to respond before she was teleported away in a blast of Chrysalis’s magic.

After the long outburst, now there was only silence in the room. All that was left was a nervous and speechless Seta staring across to meet Chrysalis’s gaze. Needless to say, the queen’s expression didn’t relax from the fury it had released on Misty.

Chrysalis signaled Seta over, gesturing to her lap, in the same position Misty had been in. The look she shot her just shouted “don’t make me use my magic.”

Seta gave a nervous gulp but resigned herself to the queen’s fate. From everything she knew, Chrysalis was not someone she would want to go against. Her stomach laid into Chrysalis’s thighs as her butt hung off one side of the changeling’s legs, her tits off the other. The queen softly rubbed Seta’s bare behind, as the young girl braced for the entitiable sting spank to land on her ass.

“My my my… what have we here?” Chrysalis cooed, taking Seta quite off guard. Instead of spanking her, the queen was parting her legs, daintily dragging one of her fingers along the woman’s slit. A soft moan escaped Seta’s lips. “Is this little slut getting turned on by seeing a mare being put into her proper place? And here I thought Nexia prized herself on her girls being so much better than that...”

S-she’s got it all wrong! T-that isn’t from that. It must be from Tylus… right...?

Chrysalis’s finger parted Seta’s lower lips, delving into her sacred place as the girl let loose an involuntary gasp. She began to squirm helplessly in the queen’s grasp.

“So… tight,” Chrysalis noted. “Remarkable tight… It’s almost like these walls have never taken a cock inside them… Despite all of that alone time you seem to be spending with one of my sons…”

“I-It’s not like that!” Seta exclaimed, realizing how this made her look. It was true, she hadn’t let Tylus and his mouth-watering cock to venture into her pussy. “I like him! It’s just… I’m not ready for that kind of-urp!” Seta was suddenly cut off as she was dragged upwards, locked in a chokehold by Chrysalis. The bend of the queen’s arm pressed firmly into her neck, restricting her ability to breathe.

“That was a clever trick, girl,” Chrysalis growled now into her ear. “Or should I say… Nexia spy?! Trying to take the blame for what happened here when I knew all too well you had nothing to do with it. You probably knew that I would be watching over the room through my own methods, thinking that noble act to spare those two idiots from my wrath would win me over on your good character. But, did you even stop to think that maybe I knew that you knew that I would be watching the room and would attempt to fool me through that selfless sacrifice!?! Or maybe… you knew that I knew that you knew that I was watching the room and knew that I would be thinking that you were trying to fool me! Oooohhh, quite the talented spy, indeed. I can see why my sister sent you in undercover now.”

“W-w-w-w-what?!” Seta stammered as she clung to Chrysalis’s arm, desperate to relieve the chokehold on her neck. Though at this point, her brain was closer to giving out than her lungs.

“But you couldn’t fool me, bitch!” Chrysalis growled, increasing the tightness of her hold on her. “You slipped up! You’ve lost! Only an ametur spy wouldn’t commit her body fully to her mission!” Seta gasped for air, her legs flailing helplessly in the air against the queen’s massive changeling strength. “This is the end for you, girl,” she said plainly, yet menacingly. “Get ready to die!”

A moment of thought was all Seta was gifted with as her lungs depleted themselves of air. The flailing of her frantic legs came to a stop as they hung limpy from her body. Seta’s vision slowly started to fade, swearing she could see a light that beckoned her forward. All she could do was close her eyes in acceptance as she resigned herself to her fate.

Seta’s body hit the floor. Chrysalis grimaced as the younger female of her rival hive gasped for air. Her lungs thankfully filling themselves with oxygen once more. With the aid of Chrysalis’s magic, her windpipe expanded back to its original shape, aiding in the process of her recovery.

“Fascinating…” Chrysalis marveled, the anger in her voice now long gone. “None of your sisters popping out of the woodwork to attack me... Even you yourself didn’t lift a finger to even try and fight back against me…” An emerald aura surrounded Seta, helping the collapsed changeling to her feet. The queen stared deeply into Seta’s scared eyes, as if searching for something. “Why didn’t you fight back? Your cover was blown… Why not flee? Fly back home to safety.”

“I...I’m not a spy,” Seta gasped, hoping that it was sincerely the last time she had to explain things. “And… I have no home to go back too…”

“Then why did you come here, girl? In the middle of the night to the room holding my treasures?”

“I just… just wanted some more time to look inside them. That’s all!” Seta wheezed. “I saw much when I peered into their minds. These humans… they are strong and proud, and amazing creatures! But… there is also much stress, anger, and rage inside them. I-I can’t in good conscious let us help them without knowing everything there is about them! And my magic, on this many people… it takes time!”

“I see...” Chrysalis muttered, quite taken by surprise from the girl’s sincere sounding words yet again. If she was a spy… the convincing act she was putting on would probably make her one of the best changeling spies in the world. And there was no way Chrysalis thought that was true, seeing as that title surely went to herself. “This seldom happens at all, but, perhaps… I was actually mistaken for once. You may very well be what my boy claims you are.”

“W-what?” Seta stuttered. Though, she was rather thankful the queen wasn’t try to kill her anymore. “I mean, yes! Tylus trusts me!” She figured it best to leave out the addition that he trusted her enough to let her inside of his head...

“Good. Now that we are friends, I suppose a proper apology is in order then, hmmm? Come with me,” Chrysalis ordered. Seta, though confused, quickly complied, daring not to disobey the queen and mother of Tylus. The pair of female changelings marched out of the crystal library, closing and locking the doors behind them. It was soon becoming obvious to her that this type of apology would not be the type that include that word: sorry. Instead, they traveled down the dark and empty halls of the Crystal Castle silently. Though the walkways were empty and dead, as one might expect for a time long past midnight, it didn’t take a genius to see that the living spaces and bedrooms were quite the opposite. Light shone through the bottom underline of almost every door, indicating a likely romp between a perverted pair or more inside. But the normal accompanying moans and screams of mind-numbing pleasure were absent, likely due to the fact that the castle’s occupants put up a series of soundproof spells to respect the wishes of those who actually wanted to use this time to sleep.

“Can I ask… where are we going?” Seta spoke.

“Shhhhhh,” Chrysalis hushed, signaling for her to keep it down. Not in an angry or demanding tone… but rather a secretive one. Even with the anti-sound spells in place, Chrysalis didn’t want to risk an eavesdropper in one of the rooms catching on to what she had in mind. For the life of her, Seta didn’t quite know whether that was a bad or intriguing aspect. She reserved her feelings and the rest of her questions for later as she silently followed the changeling queen further down the crystal hallway. At quite a quick pace at too… apparently the queen seemed rather eager to get to wherever she was going.

“You were right to assume the worst,” Chrysalis said, fixing a lone fallen strand of hair, “those human girls aren’t collared… yet, so an unconsenting act that scene was turning into could have very well been considered rape under changeling law… with all the punishments that come with it. I know half of Serrate’s brain resides between his legs.”

“Punishments? What punishments?” Seta asked, wincing as she remembered the harsh spanking Chrysalis doled out to that poor mare. “What exactly is going to happen to those two then?”

“The mare will be spending the coming weeks or months in the Depths relearning her proper place in this world. Until such a time she learns to respect the rules and laws we have put into place.”

Seta gave a gulp of remorse. She had heard of this place, deep underground. Only women who commit the worst crimes against their position are sentenced to a stay there. Shamed and forgotten by their masters, friends, and family, their minds rarely survived the experience without assistance. There were only rumors that whatever they were fucked by, wasn’t exactly a changeling or pony.

“Serrate will also be severely punished, on top of losing the rights and privilege to his mate forever. He should count his blessings he’s not a stallion,” Chrysalis grumbled. “I would have collapsed his skull inwards for such behavior! Our swarm should be held at a higher standard than the common rabble of this land, do you not agree, Seta?”

“I mean sure, but…”

“After all, we changelings have a more… correct definition of what exactly constitutes non-consensual sex. In a simpler term, it would depend mainly on whatever the woman would attest to the next morning.”

“Ummmm, if you say so,” Seta muttered, though she knew she shouldn’t be judgemental. Queen Nexia from the hive she had grown up in had been a good deal more lax when it came to defining rape. Mares could consent even if under the influence of their mind controlling powers… a notion that Chrysalis would all to eagerly disagree with. To Nexia, mares had such a loose grasp over their brains… Why should anyone have to burden themselves to deal with that when an easier alternative to get between their legs was always available?

“But, the entire mundane topic of all this ‘consent’ is a moot point in the end,” Chrysalis went on. “For once a woman makes that oh so delicious and correct choice to lock a sex collar around their neck, they henceforth consent to anything and everything a male can and will do to them for all eternity…” Chrysalis suddenly stopped at their destination. A door to a room like any other. “Like so…” With that, the changeling’s horn began to glow, targeted at the doorknob. A soft series of clicks indicated it had unlocked. Chrysalis cast a double take ahead and behind them in the hall, to ensure it was indeed empty, before quickly ushering Seta inside. The changeling could feel as she passed through the doorway not only a anti-sound bubble, but several more privacy spells that shouted out ‘complete secrecy’ to her. Chrysalis promptly closed and relocked the magical spells sealing the door with her magic as Seta took in the shocking room before her.

It was a typical high-class bedroom like many other in the castle. Three queen-sized beds next to each other on the wall at the end of the time. In them lay none other than the two royal alicorns, Celestia and Luna. The two sisters slept soundly and quietly, just like all of the humans in the castle… Despite the many things happening to their bodies...

“Woooo! Keep at it, Featherweight!” Button Mash cheerfully exclaimed.

“Fuck her harder!” First Base yelled to Rumble. “Fill that princess up!”

“Faster! Faster! Faster!”

The blankets have been hastily pulled off the two sleeping alicorns and pushed to the floor, revealing their stunningly beautiful and glistening nude forms to the room. Their legs had been spread, allowing two colts, one on each sister, to freely buck themselves inside their royal cunts like there was no tomorrow. Featherweight and Button Mash were up now… with many more young-looking colts crowding around them, bouncing with excitement as they eagerly tried to get a decent view of the action or grope a tit of the legendary alicorns. A messy pile of their smaller-sized pajamas and clothing carelessly littered a spot near the wall.

“Beautiful… isn’t it?” Chrysalis smiled as she took in the scene next to Seta. “Stallions are one thing but these colts are just so.... magnificent! So cute… so eager… so full of life! And best of all, so horny!” Seta gave an awkward glance at the queen who was practically purring now. “They remind me so much of changeling young, I just had to treat them to something special tonight. Something from their dreams!”

“You… teleported them out of their bedrooms and over here... for a chance to lay with the princesses?” Seta asked, trying to put two and two together.

“Quite so,” Chrysalis cooed. “They were a bit disturbed by the rude awakening, seeing as most of them were in bed trying to sleep at this hour, but once they saw what I had for them, they didn’t mind in the slightest! An entire night with two of the finest alicorn cunts in all of the land… quite a step up in quality from what they are used to with their filly friends.”

“Chrysalis is back!” Chipcutter exclaimed, drawing the attention of many of the colts in the room who finally noticed the two changeling women staring at them from the other end of the room.

“Wooow…” Tender Taps gasped as he and many other of the colts not occupied with the princesses swarmed the two changelings. “Who is the girl she brought with her?”

“She’s so pretty!” Another marveled. “I didn’t know there were other changeling girls out there!!”

“Me first! I call dibs on her pussy!”

“Eek!” Seta gasped as hands swarmed at her naked body from every direction. Grabbing, groping, and prodding at every area even remotely close to her privates. They even jumped on her, playfully wrapping themselves around her chest as the momentum, coupled with the surprise toppled Seta over like a tower where she landed on the floor. Seeing how she was an empowered changeling, the fall didn’t hurt… But she figured the friendly mob hadn’t considered that when they made their move.  “Aaaahh!! A l-little help?!... Please!?!” Seta called out desperately as the horny pack of shorter colts took full advantage of the opportunity as her protests only stirred them on more. Two of them were already busy spreading and holding down her legs while another two held her arms firmly above her. A dozen young cocks were already poised out, throbbing with her name on it. This had gone from zero to a hundred real quick! And Seta didn’t want to use her magic on them for fear of hurting them!

“Now now, boys,” Chrysalis calmly ushered. “Can it with the rough play.” The swarm of colt cocks and hands came to a slow disappointed halt. “Although this nice lady is a woman… and yes, she is naked… always remember to check before you have your fun, are they collared?”

“Awwwww….” The colts whined collectively, suddenly spotting Seta’s blank and empty neck. What a downer! The many ponies withdrew, even helping her back up and onto her feet. None making a further attempt to grope her body… but they did freely stare at her swaying breasts like any male with manners.

“Good… though I can’t blame you boys for acting so hastily. Thanks to me, uncollared woman are a dying breed in this world,” Chrysalis grinned as she went on. “But, in the meantime, make sure to politely ask uncollared girls like Ms. Seta hereif you can fuck their brains to oblivion before doing so, okay boys?”

“Can we-”

“Not now,” Chrysalis shot in. “She and I are busy at the moment. Go enjoy yourselves with princesses for now. They aren’t going to fuck themselves, after all.”

“Awwww…” The colts collectively whined again as they sauntered back to the two beds.

“Aren’t they just precious?” Chrysalis cooed after they had left their ear shot. “So well-behaved and eager to obey like good little students. I really must give a hand to the school teacher for molding them into such ripe gentlecolts.”

“They certainly seem... lively, I’ll give them that much,” Seta admitted, dusting herself off. “And quite happy…” she added. The scene was almost intoxicating. A room full of ponies crowding around their idols as they fucked their unconscious bodies into a climatic bliss. She doubted even her own mind would have made it intact if that same level of energy was redirected on her body. Seta could even feel herself growing slightly stronger from the love this group alone was feeding into the aura. Such a thing was not so common a sight during her time in Nexia’s hive.

“Come on. Let’s get a better view,” Chrysalis said, gesturing Seta over to the side of the bed where the two changelings peered over the heads of the shorter colts.

Rumble was positioned above Luna, his arms locked in place above her spread thighs as he relentlessly thrust his cock inside the sleeping alicorn. His eyes were clenched shut, trying to focus himself as he thrust and pumped away to the cheers of his classmates watching. With a few more frantic thrusts, the colt threw his head up to the ceiling as he triumphantly groaned out loud. Seta was ashamed to admit she watched with fascinated perversion as the colt’s cock twitched and hilted itself into Luna’s cunt. Not a moment later did Rumble’s balls tighten up as it unleashed a healthy load of virile stallion cream that came gushing out of the tip. The rich load of cum poured and filled the alicorn’s womb, packing it full as the colt’s cock sprayed like a uncontrollable fire hose inside of it. Attempting to cover every inch of empty real estate.

“Wooooo! That was epic, Rumble!” Tender Taps exclaimed, cheering along with the rest of his classmates.

“That probably knocked her up through the spell for sure!”

“Heck yeah it did!”

Rumble was still panting, slightly exhausted but proud as he withdrew his cock from Luna’s embrace with an audible *pop*. He held his hands up and he received a series of high fives all around. Luna, on the other hand, had not moved or jostled in the slightest from her sleeping position, but could be seen slightly smiling.

“You’ve heard the tale of Chitin, have you not?” Chrysalis asked Seta through the sound of cheering.

“The legendary changeling who single-handedly impregnated an entire kingdom of mares all on his own?! Even the ones that had spells on them that prevented pregnancy? How could I have not? It’s one of my favorites stories growing up!” Seta happily exclaimed, recalling the entire tale in her head.

“I’m glad you like it. I told the entire story to their class, and needless to say, they loved it. I can see why. For once in their life they have a true male role model to look up to that actually knows how to treat mares properly. But I enjoy driving home my lessons with practical applications. Which is part of what we are doing here…”

“You mean…”

“That’s right,” Chrysalis cooed. “Both Celestia and Luna here have vacant wombs and a spell I personally put in place that blocks any impregnation. But… if any fine colt here would want to try their hand at mimicking the legendary cock of Chinin and knock up either one of these alicorns through the spell, well, you can imagine that would be no small bragging right on your hands. On top of laying claim to one of the four fabled alicorns.

“Whoa…. I need to sit down after that…” Rumble gasped as he exited the crowd, cock still dripping a mixture of his cum and Luna’s mare juices. The mass of naked school ponies pivoted over to Featherweight on the other bed who was still eagerly going to town, hammering away at Celestia’s regal cunt.

“So how was it?” Chrysalis asked the colt as her magic surrounded his body and hoisted him into the air. The changeling queen deviously licking her lips as the delicious treat coating the colt’s cock was raised to her mouth’s level before diving in. Wildly licking and slurping away as she thoroughly cleaned the shaft of any tasty remainder of juices and cum.

“It was… out of this world!” Rumble breathed with an joyous tone. “Even though Princess Luna is asleep… her body acts on its own! It’s like it knows what to do, even without Luna being awake! I could just feel how her walls clamped down on my when I was about to cum like-like she was trying to milk me! Even Sweetie Belle has trouble doing that when she’s awake! And it was so tight!! I loved it!!” Rumble recalled every naughty detail that was doubtlessly burned into his permantment memory by now… probably so deep that even Seta’s mind magic couldn’t make him forget.

Finished with her task, Chrysalis withdrew the colt’s cock from her mouth, planting a small loving kiss on the head before turning her attention back up to eye level. “But of course! After all, I did train Princess Luna and her sister myself back in the day. They are both undoubtedly at the pinnacle of the sexual arts. So attuned to what their stallions want their bodies act fluently on muscle memory alone. A perfect goal to set for your filly slaves at school.”

Rumble nodded eagerly as he was set back onto the ground, excitedly shifting his view between the two imposing changelings before him. “I just wish they was a way we could have a round with them while the princesses were still awake.”

“Oh, don’t be silly, young one,” Chrysalis playfully scoffed. “If these mares were actually awake and trying, none of you would last more than ten seconds, believe me. Heh, you wouldn’t want to embarrass yourself like that in front of a mare, an alicorn no less.”

“I guess so…” Rumble muttered before taking a much more hopeful expression. “That’s just why I’ll have to keep on practicing having sex everyday until I’m at their level!”

“That’s the spirit!” The changeling queen beamed, patting the colt lovingly on the head. “And take your time! In terms of age, they aren’t going anywhere!”

Guess the alicorns aren’t the only thing Chrysalis has trained… Seta pondered to herself. The scene was arousing but she was still quite uneasy on why she was here or what Chrysalis had planned for her. Surely the queen of a rival hive would not simply share something so amazing with her merely as an act of charity. And if this level of depravity was common in Equestria, she couldn’t help but wonder what other perverted acts were taking place behind the many closed doors in Ponyville.

“Now, Rumble, what’s the score so far?” Chrysalis asked.

“Oh… ummmm,” Rumble recounted as he gazed back at his naked male classmates. “I think every pony has had a turn with both of them… Besides Featherweight that is. He’s just finishing up inside Celestia. He shouldn’t last much longer.”

Seta noticed Luna’s unconscious body had been left untouched after Rumble had pulled out. To add to that, many of the colt’s cocks were wilting, clearly spent before she had even arrived.

“Two loads each?” Chrysalis lightly scolded as she shook her head in disappointment. “These are alicorns, boys! Some of the best cunts Equestria has to offer! You’ll have to do better than that!” Rumble dejectedly averted his eyes to the ground, ashamed at himself and his cock. If only it was just a bit longer...

Seta knew Chrysalis was merely playing them. In terms of beauty, breast size, and tightness… these two alicorns easily surpassed any mare or filly these colts have likely used to by a wide margin. It was no surprise that they had emptied their balls inside the sisters in a mere two orgasms. The queen was just playing hard to get.

“You will all just have to try again,” Chrysalis sighed as her horn began to glow green once again.

“What do you mean?” Rumble asked, confused. But no sooner had he asked did his balls began to glow green with Chrysalis’s magic. In fact, all of the colt’s in his class seemed to have been targeted in the sack as well. As a group their hands shot to their balls as a funny tingling sensation ran through them.

“Whoa-whoa-whoa-WOW!” Pipsqueak cried out as his once limp cock now shot up to full mast, hard as a rock. The jackhammer felt refueled and ready for hammering again. Chrysalis gave an impish giggle of delight as she watched the cute faces of the colts that stared with such wonder at their own cocks. Featherweight felt it too as the electrical sensation nuzzling his sack sent him over the edge as his bulging cockhead throbbed several times before exploding its healthy load into the solar princess’s womb.

The energy in the room was back in full now as the colts jumped on the sleeping white alicorn with renewed vigor. A tad too energetic from what Seta could see, as a mass of dozen different bodies crammed in at once in an attempt to get their meat into Celestia’s mouth, breasts, and cunt.

“Now, now… no horseplay, boys,” Chrysalis reprimanded with the voice and tone that could match any teacher’s. “Remember, take your turns. Longest cocks always go first. Be patient, you have all night to play with them, after all.”

The class grumbled but complied with the familiar rule set as they back down from the alicorn’s body. Rumble grinned to himself as he took his rightful place between Celestia’s legs, grasping the base of his cock briefly as he guided the tip into her folds before thrusting away. First Base was next as he straddled Celestia’s chest, planting his shaft between the mare’s heavenly orbs. He pushed them inwards from each side and cooed softly as he started to slide between the two unremarkable soft mounds. Last came Strike who jumped up at the back of the bed to the right of Celestia. The colt quickly but gently grasped at the back of the alicorn’s head before guiding her plump lips down onto his pole. The next few in line jumped on Luna, taking similar position, ready to use her body to serve their pleasure. The others patiently stroked their cocks as they waited their turn in the usual order.

“They are such quick shooters,” Chrysalis winked at Seta. “But I actually prefer that much at this stage and with my magic. Once you fix their stamina, coupled with their eagerness to please, we can quite literally go all night long. But that’s the magic of my hive, girl. What about yours?”

“Well… we don’t know any spell that refills our lover’s balls like that. Though growing up with my sisters and their cocks, that was probably a good thing.”

“Ahh yes, your cocks. Those ‘things’ you girls just love to strut and flail around with. Using them as a toy rather than a tool. But, I’ll give you girls credit for at least realizing a cock is mightier than a sword. Might I ask though, where is yours, exactly, Ms. Seta?” Chrysalis added, noticing an aroused slit was all there was where a mighty mare-conquering piece of meat should have been on her. “I had thought you girls weren’t allowed to waddle around without them… Quite an interesting choice seeing as you haven’t let any cock into that tight little passage of yours… Why don’t you take it out and show me.”

“It’s… it’s right here” Seta sighed. Knowing, yet again, it was best not to deny a queen her wishes. Seta’s horn began to glow pink as her familiar cock took form and solidified on her groin, causing a delightful glint to appear in the edge of Chrysalis’s eye.

“There’s a good girl,” Chrysalis cooed as the massive meaty member throbbed and bounced into existence. “Over here,” she ushered, dragging the changeling over to the empty bed at the left side of the room. She positioned Seta standing off the end as she readied herself on her knees atop of it.

“Whoa!” Crackle Pop gasped as he and the other waiting colts noticed the two changeling females were up to something interesting. Was the fabled changeling queen, Chrysalis, about to work her legendary skills on a serious opponent?! This was not something they wanted to miss! They hurriedly moved as a mass to crowd around the pair and watch. Even the foals occupied using the sister’s bodies couldn’t help but be slightly distracted.

“It’s huge!” Button Mash remarked, shamefully staring at Seta’s cock that easily put the entire class, and quite a few average stallions to shame. Hung like any horse.

“That’s right, class, her package does certainly have a sizable look to it. But looks can be deceiving, can they not?” Chrysalis issued casually to their sudden audience. “For starters, don’t you find it odd that a woman is wielding the most important part of a male’s body?”

The colts considered the thought as Seta grimaced. That was certainly an odd thing to say… And didn’t Chrysalis train the very alicorns in this room using a cock of her own?

“I guess… why does she need one in the first place? Wouldn’t it feel better for a woman if she let a man use his on her instead?”

“An astute point, Skeedaddle,” Chrysalis hummed. “It’s almost as if these girls are trying to replace fine young men like you. They must think that they can use them better than you!”

“No, it’s not like that!” Seta quickly urged. It was almost comical how every colt’s eyes went from astute listening at Chrysalis to menacingly glaring at her. Whatever relationship Chrysalis had with these colts, they ate up her every word. “It’s just the way my hive did things! Errr… my ex-hive. We didn’t have any males among us… so we had to do ‘things’ ourselves!” True enough, even in an all female hive, cocks were not something they could live without.

“And the taste,” Chrysalis grimaced as she went on, craning her head forward as she took the tip into her lips and slid down the entire length, expertly running her tongue along the bottom. Noticeably, the queen did so without asking for her permission like she had stressed to the colts mere minutes ago. “Disgusting,” Chrysalis spat, after removing herself. “Fake and magical taste. Not fit for a mare’s mouth, let alone her other holes.” Skeedaddle was levitated upwards by Chrysalis emerald magic next, allowing the queen to simply rotate her head to the right as she took the colt’s member into her mouth for a repeat blow job. The pony quivered in glee as the queen’s masterful tongue work brought him to the brink faster than Seta herself thought she could even manage on her best day. Skeedaddle had hearts in his eyes, his entire body spasming slightly with delight as he grunted and released his potent load straight down the changeling queen’s greedy gullet. The entire class watched with fascination as Chrysalis’s throat worked the creamy flood of colt cum into her stomach. Only after it was over did she release her loving prize from her mouth.

“Mmmmmmmm, now that is flavor. Divine in every sense of the word,” Chrysalis purred as she savored the taste on her lips. Her magic gently set the still slightly dazed and joyous colt back on the floor where his own two legs struggled to hold him up. Another blast of the changeling’s magic had his cock rearing backup and throbbing like nothing had even happened!

Seta wanted to say she was starting to catch on to Chrysalis’s scheme, but at the same time, a part of her didn’t even think the changeling queen herself knew exactly what she was doing. It seemed as though she was split between trying to humiliate and demean her for not spreading her legs for Tylus… but, at the same time, enjoying and mentoring the colts she had ‘borrowed’ from their bedrooms.

“Oh, if only this girl was collared…” Chrysalis sighed in fake disappointment. “I would let you boys go to town on her ass for daring to use such a thing! There’s a reason these fake cocks aren’t permitted use by female sex slaves!”

“B-but what about S-Suri?” A confused Button Mash asked with a raised hand. A few other colts exchanged questioning nods to the other. Many of them had passed by the building that was formerly known as Rarity’s Boutique. Unofficially, the fashionista was owned by a fellow fashion pony by the name of Suri. An alleged ‘accidentally’ collared mare with a futa cock. The two of them, along with Coco Pommel were officially owned by a changeling who held title to what was once their businesses. To the colts though, they often reminisced of watching the public shows they put on as Suri pounded Rarity’s uptight cunt into the floor. Rarity’s orgasmic expression as blank and pleasurable as any stallion could have given to her in Suri’s position. Plus the extra pair of bouncing breasts were a bonus to watch.

“She… she is an outlier,” Chrysalis sighed with a slight growl. She had spent no shortage of time and resources sending changeling therapists to help fix Suri’s strange mental condition. Of course, changeling therapy always ended simply fucking the three fashionista ponies in the ass, so not much was accomplished in that regard. “Ignore her existence. We are giving her the help she needs.”

“Well, Rarity sure seemed to love her cock,” Chip Cutter chuckled along with a few others in the class.

“I don’t think ‘love’ is a strong enough word,” Tender Taps laughed.

Chrysalis scowled as she saw herself losing the colts. This was the problem with mentoring the male gender in general. They actually liked to use their heads effectively.

Seta, on the other hand, gave a thankful sigh of relief
as the negative emotions towards her dissipated through sheer luck. She gave a small shy smile at the colts surrounding her. None of which seemed to notice as their eyes seemed locked on everything below the two changelings’ heads.

“ACTUALLY,” Chrysalis exclaimed after a moment to plan out her next words carefully. “The fact of the matter, boys, is that while you may think Rarity is being thoroughly pleasured by a mare with a cock, the truth is that a stallion in the same role would have done a much, much better job. Take me, as an example. As queen, I am privileged to be surrounded, day and night, by some of the finest, longest, and juciest cocks Equestria has to offer. In that face of that, I doubt Seta’s cock could even get me close to cumming.”

“B-but I thought I made you cum with my cock,” Crackle Pop stated.

“Me too…” Skeedaddle added.

“I thought it was all of us...” Button Mash said. “Remember when you took us on a field trip to the Everfree forest without Ms. Cheerilee during that school one day? You let us each have a turn at you!”

“And I still think Snips and Snails were eaten by a snake…” Pipsqueak offhandedly comment.

“Errr…” Chrysalis stammered. The fucking minds of males!

“Can we… can we see what happens when Ms. Seta fucks you then?” Button Mash shot out.

“Yeah!” The class seemed to share a good deal of enthusiasm towards the notion.

“Ummmmm…” Chrysalis stuttered again, taking another look at Seta’s ‘fake’ cock. Despite the harsh demeaning words she had thrown it, it was starting to look quite intimidating now. Her other option of getting out of this wasn’t bright either, due to the damnable collar around her neck. Not wanting to set a bad example that, as a sex slave, her opinions didn’t matter compared to a male’s. Even ones as young as these.

“I wouldn’t mind…” Seta said innocently.

“F-fine,” Chrysalis sighed in defeat, truly out of favorable options as she lay back down on the bed and spread her legs invitingly to Seta. “Make it quick, girl… but I have a feeling that won’t be much of a issue with you.”

Seta licked her lips with changeling lust as she eyed the queen’s slick mound. The royal passage long since wet and aroused from her time in this room. It was true that Tylus had completely taken over in the cock department after their initial meeting in their shared suite on that fateful day. All of Starlight’s poundings had been delivered by the male changeling while she herself focused on a more lesbian approach to getting Starlight off. It wouldn’t be far from the truth to claim she was out of practice in regards to this tool. But, even so, that only steeled her resolve to show Tylus’s queen her very best.

Chrysalis bit her lip nervously as Seta wasted no time, grasping the base of her shaft and guiding it towards her fleshy walls that promised a comforting cock massage. The tip of the head made contact and slowly but surely, parted the queen’s moist lips. The many colts gathered around and watching “oooo’d” and “ahhhh’d” as Seta’s member disappeared into Chrysalis’s mound.

To Chrysalis’s dismay, she released an involuntary gasp of pleasure, confirming her worst fears. She had spent far too much time in the human world without a meaty pole to spear her breeding tunnel! Much like Seta, she was well out of practice! Damnable human world!

The entirety of Seta’s cock was lodged inside of Chrysalis now. But, the changeling didn’t pull out. Rather, she held still in her position. Chrysalis, on the other hand, was still spasming with a flustered expression, despite her partner’s lack of movement.

“What’s going on?” Tender Taps asked in a confused tone.

“My… tool,” Seta gasped in shared pleasure as she thought up how to word her explanation, “i-is magical in nature. It can adjust its length, width, and shape to best suit a woman’s particular needs.” The class “wowed” in expected amazement as Chrysalis twitched in moaned. The slight adjustments Seta’s cock was making to itself while lodged inside her were more akin to a key shaping itself to make a perfect fit for a lock.

“Ahhhh,” Chrysalis moaned again. “I-I’m just humoring her, boys. Her cock i-isn’t worth a grain of salt!” Not a single one of the colts believed her. Their cocks all stood up on end from the show, in full, almost painful hardness, signaling an immanent problem Chrysalis would have to deal with afterwards.

Though the changeling queen was given little time to think about any of that as Seta, done with her preparations, pulled out before roughly jackhammering her rigid cock back inside.

“Ahhhh Ahhhhh-n-n-not fair!” Chrysalis moaned in dismay. True to the other changeling’s words, Seta’s new cock fit her to a T! The stiffed pole slid through her tunnel like it was made for her! Bumping against every nook and cranny she had to offer. Her walls could only tighten down in response, only bringing more pleasure to the queen as she experienced an even greater thrill.

The colts watched in apt fascination as two wildly moaning changeling women along with four madly bouncing breasts went at it before them. Their trained perverted hands wasted no time sinking down towards their own slightly envious members as they started to pump away. Not intending to stop for any reason.

“S-so tight!” Seta grunted as she hammered away at Chrysalis’s glistening folds that seemingly invited her deeper with every thrust. The way her walls clamped down on her member was more akin to a feverish cock-milker than a royal’s nethers. But she expected no less from that of a changeling queen.

Can’t cum! Can’t cum! Can’t cum! Chrysalis thoughts struggled to repeat themselves as her mind was reamed with pleasure. Though it was clear that everyone else in the room had quite the opposite thought. It didn’t help her battle when her heaving breasts were enveloped in Seta’s magic. The extremely sensitive bouncing mounds were ruthlessly molested in a pink magical grip that made extra sure to assault her rigid nips. Cheater!

The unrelenting onslaught of pleasure proved far to much for the queen’s womanly body to handle. In that instant, all of her worries and fears melted away. She cared not for how cumming would make her appear. How weak as a queen she would look. It didn’t matter. All she wanted was that sweet, sweet heavenly release!

“AAAHhhhhhh!” Chrysalis’s dam burst as he cock massager clamped down like a vice. The aggravated horny queen moaned to the heavens as her hips acted of their own accord. The gang of colts were mixed between cheering and laughing at the display. Seta grinned slyly as her horn began to softly glow, unbeknownst to anyone in the room.

With the competition won, Seta stopped holding herself off. With one final triumphant thrust, she hilted her cock as far deep into the loser queen as she could. Letting out one final moan of pleasure as her member slid down the amazingly tight passage of a climaxing cunt. Not a moment after the tip speared as deep as it would manage inside, her swelling balls released the stored payload they have been preparing especially for Chrysalis.

The queen groaned in a miserable defeat as she felt her womb being pumped full by her assailant. Though her body itself didn’t seem to mind the loss one bit as it greedily took every drop of cum the pulsating cockhead had to spit out. Her womb was painted white by the time it halted its spasms and twitches.

Ugggg… why am I so weak… Chrysalis fumbled in her thoughts.

Seta grinned proudly as she withdrew her slick cock with a loud pop. The colts took no small pleasure from the sight of the defeated changeling queen, stomach slightly bulged, and breasts heaving with exhaustion. Chrysalis groaned as every colt’s cock aimed at her and was jerked to the point of climax once more. Dozens upon dozen of smaller loads rained down on her naked body from every direction. Coating her body in colt seed in a half taunting half consolation prize. Seta’s horn began to glow slightly again as the class happily released their loads onto their mentor.

“I… I think that’s-urk,” Chrysalis was interrupted as a salty stream of semen sailed to the back of her throat. She quickly swallowed the load down like a good slave, waiting a while long for the rest of cum sprays to coat her skin before addressing the colts. “I think that’s enough learning for today boys… Go back to your toys.”






“Well… I’m sorry to say your visit did not go as planned,” Chrysalis groaned, her face, hair, and body all still matted with ropes of cum. The rest of the class having turned their attention back to fucking their sleeping princesses. Under Chrysalis’s supervision, it was likely that they wouldn’t be getting any sleep tonight.

“I had fun,” Seta smiled, grinning even, though trying her hardest not to appear smug.

“Yes, well… I suppose I should let you get back to bed. I’ll allow you to work with the humans, so long as you never speak of our encounter to anyone…”

“That’s great! Because I-” A foot found it’s way to Seta’s bare ass, punting her out the door to the room. Not a second after her rump landed on the cold crystal floor outside did the crystal door slam behind her.

Seta sighed as she got back up to her feet and dusted herself off. The changeling queen did sure have a way with people.

The door to the one opened slightly, Chrysalis poking her head out once more.

“And… Seta?” she asked.

“What?”

“W-welcome to our family…” The doom slammed in her face again. But nothing could erase the wide joyful smile that soon appeared on Seta’s face.

Only to open again once more a few seconds later...

“But seriously, lose the cock and spread your legs for my son or else I won’t be letting you out of the next headlock I have you in…”

The door slammed shut again.





“Mmmmmm… you reek of sex,” Tylus smugly spoke with a sniff of the air. Not even bothering to move or even open his eyes from the sleeping position he held on their shared bed. “I thought you might. Who’d you end up doing it with?”

“Your mom,” Seta said plainly.

“Awwww, there’s no need to be immature! I was just asking!”
> Most Likely to Suck Seed
> --------------------------------------------------------------------------

Canterlot High School was abuzz with commotion, much more so than usual. Students crowded around every hall, gabbing and gushing on endlessly in such a way it was impossible to make out a single conversation from afar. But anybody who was anyone at CHS knew what the talk of the town was.

Their high school yearbooks were coming out soon. But not just that, the yearbook superlatives! An old CHS tradition, ranging back as far as any of them could remember, centered all around one thing and one thing only.

Who would be voted to win the Most Likely to Succeed category!?

There were many categories, each one selecting a single male and female student winner, but only the most likely to succeed drew such a schoolwide interest. And for the female winner, like before, anybody who was anyone knew that the potential category winners came down to the most popular girls! Barring Sunset Shimmer, of course. She had to remove herself from the running seeing as she was editor in chief. As for the other girls, it was all still up in the air who would win.

Would it be Twilight? Genius scientist and visionary inventor. Or maybe, Rarity? A business-owning fashionista with her own line of fabulous clothing. Pinkie Pie? The party planner extraordinaire! Applejack? The tireless hard-working farmer set to inherit the very same parcel of land? Or perhaps, Rainbow Dash? The all-star speedy athlete, bound for the professionals, and breaking records in every sport she tried. And lastly, and maybe the least, there was Fluttershy… the girl who... owned some pets? She even took care of a few more of them during her free time at the animal shelter...

If the girls were being honest though, they all knew Fluttershy probably wasn’t even in the running. But that didn’t bother her one bit. She was just happy for the rest of her friends and was eager to see who won as well.

“Come on…. come onnnnnnnn!” Rainbow Dash groaned as she impatiently jumped from one foot to the other. “I can’t wait another minute to see which one of us won!”

“I’m sure you’ll know soon enough,” Sunset Shimmer smiled with a playful roll of her eyes. Though the suspense of who won was starting to eat away at her as well. She swore it was contagious. “Just be happy you’ll all know before anyone else. Being friends with the yearbook editor and chief is pretty advantageous.” The seven friends were all gathered around inside the yearbook room, pacing back and forth, waiting for the votes to be counted.

“I hope I win. I hope I win. I hope I win,” Pinkie Pie repeated. Eyes clenched, her fingers crossed.

“Applejack, darling,” Rarity started, walking up to the farmgirl. “I just want you to know I, despite what everyone is saying, that I hope you win out of all of us.”

“Aw shucks, really?” Applejack beamed at her friend’s selfless praise. “In that case, Ah hope you win too, Rarity. Ah wager y’all have done some amazing things in the time we’ve known each other.”

“Thank you, dear” Rarity said with a curt nod, before slyly adding, “c-could you perhaps go around the school at tell all of the students voting that?”

“Er, say what now?”

“It wouldn’t matter now, all the votes should have been cast already,” Twilight scoffed. “We just need to wait and see for them to be counted.”

“Counted? By who?” Fluttershy asked.

“I dunno,” Twilight shrugged.

“I’ve counted all the votes for the yearbook superlatives,” A green-haired emotionless girl announced, walking in to the yearbook room carrying a few sheets of paper. Every girl’s head in the room perked up in unison, all of them streaming over to see. Rainbow Dash was faster.

“Thanks, uhhhhh… champ,” Rainbow Dash said, after snatching the papers out of the girl’s hand.

“I told you already…. my name is Wallflower Blush!” The strange girl exclaimed annoyedly.

“The paper with the votes! Where did you get that, Rainbow Dash?” Twilight gasped.

“I… I don’t know,” Rainbow muttered, staring questionable at the paper. “I think they just… appeared in my hands somehow… Is this more equestrian magic?”

“Ugggggg!” Wallflower Blush groaned, stomping back to her desk as the rest of the girls, seemingly unable to acknowledge her existence, crowded around Rainbow Dash as their eyes frantically skimmed the papers. All except for Fluttershy who quietly waited by herself. She would read the votes after everyone else was done with them.

“Let’s see… let’s see,” Rainbow Dash said as she scanned. “Most likely to be mayor, most likely to trip on graduation, best eyes, most outspoken, best car, best gamer…”

“Who cares about all of that! Get to the good one!” Pinkie Pie frantically exclaimed, already in the process of clawing her hair out from sheer pressure.

“I’m looking! I’m looking!” Rainbow replied, shuffling through the papers. “H-Here it is! Most likely to succeed!!! And the winner is………”

“FLUTTERSHY?!?!!?!”

The six girls all exclaimed in confused unison. Each one of them exchanging confused glances with the other, all conveying they were as hopelessly lost, before staring up to meet the gaze of the timid pink-haired girl.

“Oh…… really? It’s me? Yay…” Fluttershy meekly cheered.







“Principal Celestia! We need to talk!” Rainbow Dash exclaimed as she and her friends, excluding Fluttershy, barged into the principal’s office.

“Yes? What is it, girls?” Celestia asked, questioning the latest abrupt interruption to her work. Hopefully this wasn’t more strange field trip requests. But she turned to give them her fullest attention, nevertheless.

“Principal… we saw the tallied votes for the yearbook superlatives,” Twilight sighed.

“Okay…” Celestia said.

“And we saw who won as most likely to succeed.”

“I assumed that when you said you saw the votes…”

“The winner was Fluttershy!” Rarity finally came out and said. “Fluttershy!!”

“Oh, well, great for her! Tell her I said congratulations. I’m not allowed to vote on them myself, but I had a feeling she would be the winner!” Celestia beamed with a smile on her face. For a moment there, she was ready to turn her attention back to her work, but the sour looks on the girls’ faces told her something else was on their minds. “Is… is there something wrong with Fluttershy being picked?”

“YES!” Rainbow Dash exclaimed. “Well… I mean, no. I guess, I mean, maybe? It’s just… she’s FLUTTERSHY for Pete’s sake!!”

“Soooo, you girls don’t think your friend deserves to be the winner?” Celestia asked with a raised brow. The six girls seemed hesitant, almost ashamed to answer. To the principal, it was just seeming like a case of the sore loser.

“It’s not just that,” Sunset interjected, stepping forward to the principal’s desk. “As yearbook editor, I’ve noticed something seems off. I mean, just look at this!” A series of papers were flopped down before Celestia. “Brawly won the male Most Likely to Succeed award, and next to his picture they listed his athletic and academic and accomplishments. I mean, that’s all well and normal. But, for Fluttershy though, the female winner, next to her picture they just listed her body measurements and phone number!”

“Mhm,” Celestia nodded, paused for a moment before looking up at Sunset and noticed the girl had already made her point. “I don’t see anything wrong with this.”

“Oh, come on!” Pinkie Pie cried.

“Now listen here, principal,” Applejack started, “Fluttershy is great and all. She’s nice, kind, cares for them animals at the shelter and the whole lot-”

“She seems a bit too close to the canines there, if you ask me…” Rarity added.

“But, as I was saying,” Applejack went on, glaring at Rarity, “Fluttershy hasn’t accomplished half of what we have! Or most other girls at this school! And that’s the honest truth!”

“So, I guess what we’re asking, Principal Celestia,” Twilight said, “is why did everyone in the school vote for her?”

Celestia took a moment to stare at the teenage students before her before letting out a frustrated sigh. Now she saw what the problem was. No one had ever sat these girls down and had a talk with them. The real talk. The principal rose from her seat, calmly walking over to her office door and closed it shut. Only then did she walk back, turn towards the girls as she leaned back and balanced herself on her desk.

“Look… girls. The truth is, Fluttershy is the most deserving of the win, by far.”

“What?!”

“But w-why?!!”

“Let me tell you a story that will hopefully help shed some light on this. *Ahem*. Believe it or not, I was once your age too, and in highschool, and I had my fair share of ‘prestigious’ accomplishments as well. So much so that I couldn’t decide what to squeeze in on my resume or scholarship applications. All of my friends thought I had a bright sunny future ahead of me and everyone at school enjoyed my company as well. And, like you girls, I even thought I would be a shoo-in for my school’s Most Likely to Succeed in my school’s yearbook. But… when that fateful day came, I realized... I had lost. My disappointment only worsened when I got a peak at the official votes. I wasn’t even in the top ten picks. But who did I lose to you ask? Some blonde airheaded bimbo named Cindy whose only accomplishment was being captain of the cheerleading squad. A girl with grades so bad she couldn’t maintain a D average in anything other than her chest.”

“I find that hard to believe,” Rainbow shot in, staring at her principal with unconvinced eyes. “If her grades were that bad she wouldn’t even be allowed on the cheerleading team!” She would know. That minimum GPA requirement was killer on Rainbow Dash. Since when did athletes like her even need to know history?!

“Well… let’s just say this girl knew how to kindly ask her teacher to “reconsider” her grades. In private, when there was no one else in the classroom. But, as I was saying, once I learned she had won the vast majority of the votes, I was furious, much like you girls are now. I mean, a girl that dumb getting anywhere in life? I thought it was a mockery of the system. But then…”

“Oh boy,” Twilight said.

“With the benefit of hindsight now, I realize just how much smarter that airheaded bimbo was compared to me. After we graduated highschool and went our separate ways, I made sure to keep my tabs on Cindy. It wasn’t hard, seeing as she immediately used her body’s natural good looks and charm to shoot straight into the porn industry. Her girl friends on the cheer squad all took similar jobs. Strip clubs, professional escorts, webcam shows. There they had the time of their lives, earning a six figure incomes, becoming famous while the rest of our class was drowning themselves in college debt struggling to learn and get our foot in the horrible job market. Soon after, Cindy’s fame caught the attention of a strapping rich business man who owned and managed his own line of popular sports drinks. After learning just how much money he had, she eagerly dated and married him. Spread her legs and popped a few kids out on top of that. With kids, I at least thought she might actually have to experience work for once in her life, but nope, they were raised by hired nannies. She, on the other hand, spent all her free time kicking back on vacations after vacation. From beach resort to high rolling casinos. Doing anything and everything she wanted with an endless supply of cash.”

The girls were stone cold silent, listening to the principal’s tale with apt attention.

“As for me after highschool, with all of my accomplishments,” Celestia sighed sadly. “I didn’t get any of the scholarships I wanted. All of them went to some boys who surpassed me in their regard. I struggled to find a job as well. A woman's work is mostly considered a joke in my industry. The only reason me and other girls were even hired was so that companies could keep up the appearance of being inclusive… but mostly it was so the guys working at them could have someone to hit on and flirt with. That’s why they always tell us ladies to hide our wedding rings during job interviews. Anyways, later on in my life, I was fortunate enough then to be blessed with enough common sense to realize that I was actually the airheaded bimbo all along. I pulled a few lessons from Cindy’s playbook, and… a few private “interviews” with Superintendent Sombra later, I managed to secure this job for me and my sister. It was that easy.”

“But… why are you telling us all of this?” Sunset asked, rather flabbergasted.

“Because, you are all bright, kind, noble girls who I want to see succeed in life. But… you should know, despite outwardly appearances, this is a man’s world. You can spend your life fruitlessly resisting, or even fighting back against that fact, but it’ll only lead to your own disappointment in the end. That is why Fluttershy deserves the title of most likely to succeed. Not only does her body have an amazing set of natural assets, appealing enough to catch the eye of any guy who passes her in the hall, but, above all, she is submissive. On her own, she is never going to question a man’s legitimacy to be on top. In life, or in the bedroom. Which the boys can’t help but find appealing. Now as Fluttershy’s friends, I’m sure you will soon discover you have some sway in this path for her. The way I see it, you have two choices. You could encourage her down the path that leads to a loving rich and hung stud, asking nothing of her but to strip naked and spread her legs, giving her amazing orgasm after orgasm each and every night. Do little more than pop out a few kids then spend the rest of her days relaxing in luxury with all the free time she could ever want. She could spent all of it at the animal shelter even. Not having to beg for its funding on the street anymore. Or… I suppose, if you girls are truly that sore over losing to Fluttershy, you could push her down the path of feminism and gender equality. A natural penis repellent to any alpha male worth a grain of salt. It would be likely she wouldn’t find a man like that, but who needs one? She’s a “strong” “independent” women who doesn’t need any love or company from a fellow human being in her life! It’s not like she’ll end up as a crazy cat lady, alone, helpless, and wondering how’ll she make ends meet day after day.”

“Principal…” Sunset finally broke the speechless silence with. “That’s… an awfully bleak view of the world…”

“It does kind of seem like that.. Do you… like working here?” Twilight asked quietly.

“Oh, don’t get me wrong, girls. I love being your principal,” Celestia smiled. “It’s just that… I figured out I missed my true calling in life far too late. My looks and tits were just as good as Cindy’s at the time. Had I the correct mindset, I could have taken the same path as her. But, I didn’t. It’s a choice I’ve always come to regret. I would hate to see the same thing happen to such fine-bodied young girls like you all. As for me though, with all things considered, I’m exactly where I need to be.” It was all she could do now by subtling turning her female students off the idea of higher education, while saving her glowing letters of recommendation for the males.

“Bzzzzt, Principal Celestia. We need you in the girls locker room. Another student got her head stuck in their locker again while they were changing.” The intercom on the principal’s desk suddenly announced.

“Of course. I’ll be there in a minute,” Celestia replied back over the radio, before turning back to the group of students. “But I suppose, in the end, I’m afraid this is the world we girls unknowingly asked for,” Celestia sighed. “You know what they say, the road to hell is paved with good intentions. Equal rights seemed like a good idea to past feminists because they were emotional. But things would be so much better if… if we just stopped resisting them. Stop pretending we are equals. And, by the way, that goes for all of you girls, not just Fluttershy. Take it from me, you’re at your peaks. You’re as beautiful as your bodies are going to get. Don’t let this wonderful time go to waste! Take a chance and live a little like the boys want you to! Then come back and tell me I’m wrong.” The principal strolled from her room adding with a sly smiling wink, “and in case you’re wondering… If there isn’t a public naked picture of each of you somewhere on the internet, you aren’t doing it right.” With that Celestia departed, leaving the five students to soak in their confusion and conflicted thoughts.






“So, you two are combining powers and forming some sort of giant LAN party?” Sunset asked as she and a blue alicorn walked the crystal halls of the castle. “I didn’t even know that was possible.”

“I’m not quite certain what that is,” Luna replied. “Regardless, seeing how all the school students were sleeping, subjecting them to a custom constructed dream sequence seemed the most practical and effective way of helping them see the light.”

Seta, who had already merged into the body of the alicorn also spoke through Luna. Quite unsettling really. But, Sunset knew she would have to get used to all the changes Equestria had gone through sooner or later. “Chrysalis had some… eager suggestions on what we should do. Luna uses her dream magic, and I use my mind magic to, hopefully, gently nudge each of the humans into having the correct epiphany. It’s kinda cool really! I’ve never been able to work my magic on someone’s dreams before. And it’s convenient to work in too! In a dream, no one is going to ask questions when something is off. Anything from their friends saying something weird to purple elephants passing them in the halls! They just go with it!”

“By the way,” Luna added, “my apologies if you are feeling a touch of my discomfort in gere, changeling. My sister and I woke up after a full night’s rest sore all over for some reason.”

“Ummm… I-I wonder why that is… Mysteries will be mysteries I guess…” Seta stammered. “We should best focus on our work. I still need to dig around their heads for knowledge of their world to see if I can use any of it in your dreams.”

As it was now, the dream had fully been constructed. All students were playing through their individual parts in an imaginary school and surrounding town that existed only in their minds. Their real bodies still lay dormant and asleep on beds in the Crystal Castle. Sunset was the only one not currently connected, but a fake dream version of her, based on her friends’ memories, was easy enough to create.

“If I’m seeing this right, you and your friends, Sunset, just finished meeting with the Principal after she gave them a talking to,” Seta giggled.

“That is actually kind of cool,” Sunset admitted. “Can I join?!”

“I don’t see why not,” Seta shrugged. “It might actually be helpful having you in there to guide your friends along. Your friends are about to have their weekly pointless meeting before they head off to Fluttershy’s house. I can zap you in there if you want. Just find a bed and go to sleep. And remember to play the part!” The excited naked unicorn quickly scampered off down the crystal hall. Giving the alicorn-changeling pony a show as they watched her bouncy butt bounce away. “She is going to make a man very happy one day,” Seta giggled.

“She certainly wasn’t going to in the human world at the pace things were going there. It’s always such a waste to let a fine developed body like hers go to waste,” Luna remarked. “On another note, clever work coming up with that lengthy story you had my human sister give,” she added with praise.

“I… um, didn’t actually make that up,” Seta admitted. “Celestia… I mean, the human principal version at least, has already held some strong opinions on this matter, to say the least. The only fibs were involving her superintendent… She did actually do some naughty things with him to get her job, but actually tried pretty hard to keep him from her students. Sure he was rich, but she wanted her girls to be with guys who were around their age and weren’t… you know… giant douches. But for the most part, I just helped her become more willing to share them with her students. So… I guess in a way, I’m like alcohol!”

“I see… I suppose it makes sense, given how this human version of my sister share a somewhat similar personality with the pony version here. Yet, in their world without the changelings, she never found herself in a situation to express her base desires and thoughts. But in any case, you best be forewarned, Seta,” Luna spoke to herself, at least, the voice that was inside her head. “Dreams of our subjects are not subject to even my complete control. All we can do is guide them to the correct choice and hope they make it for themselves. Beyond that, the dream realm is difficult to control.”

“Right… right,” Seta sighed. “If we wanted to make the decision for them… they could just ask me to control their minds and morph the humans into obedient playthings in a few seconds.” Saddle Arabia all over again. There wasn’t a hair on her head that thought Tylus would approve of that “B-but that’s why we are doing this after all! It may be harder, but it’s the right thing to do! And it’ll make him happy!”







A lone door lining the Canterlot High School hallways sat closed. On it was a flyer reading clearly: Feminists United Club. Below it read the lines: A group for the equal treatment of both genders! Below that was the text: No boys allowed inside! Meeting in progress!

But inside the classroom, the same six girls as before sat depressed and blue, rather than the normal fiery discussion of all the wrongs in the world those treacherous men were solely responsible for today.

“So…. I’ll just come out and say it. I can’t help but notice Fluttershy is absent for our meeting today,” Rainbow Dash finally broke the silence with. Only to be met with more awkward silence.

“Does anyone want to talk about what Principal Celestia told us?” Sunset asked her friends. “I really wasn’t expecting such a talking to when we went in there.”

“I mean… she’s wrong, right? S-she has to be wrong...” Twilight asked, though a tone of obvious self-doubt carried in her words. She always looked up to Celestia as a woman of great intelligence and respect. So, it would be rather difficult to convince herself that her principal was so wrong about something she seemed so serious about!

“Well… you know the rules. If there’s even a 1% chance it’s true we have to treat it as an absolute certainty,” Pinkie Pie quoted, idling tossing a pink ball into the air.

“Pinkie… that’s not how math works!” Twilight scolded.

“I don’t know, Twilight,” Pinkie replied. “If it’s good enough for Batman it’s good enough for us!”

“I think it’s at least worth looking into…” Rarity interjected.

“Seriously, Rares?! You of all people?!” Rainbow Dash shot in.

“Yeah, figured ya’ll would have gone on a rant on how unladylike it is!” Applejack scowled, before mimicking the fashionista's voice, “why the very nerve!”

“Well, on the subject of being prim and proper... looking back, I realized most of the women I looked up to as ladylike role models were… for lack of a better term, “trophy wives”. A good number of high class ladies didn’t get to that type of lifestyle by doing what we are doing now. And frankly, the most unlady like thing a person could do, Applejack, is lay in the bed like a dead fish because she has no experience in any amorous activities with a man!” Rarity retorted with a hmph.

“Must be quite the predicament for you, Rarity,” Applejack snorted. Though she couldn’t deny she had a point. Barring the websites she had visited, Applejack had never seen a man’s penis before. Mainly not a real one right in front of her.

“Maybe… Celestia is right,” Sunset sighed. “I mean, the more I think about it, the more I think our futures aren’t looking too bright for us as women. And that’s not going to change anytime soon. In fact, it’s probably going in the opposite direction.”

“Oh, please!” Rainbow scoffed, pushing her chest out proudly. “Just look at me! Top Canterlot athlete and the most loyal of friends! I could go pro in any sport I wanted! Boom! Easy money and fame!”

“Rainbow… when is the last time you’ve ever even heard of someone expressing an interest in a professional women’s sport?” Sunset asked.

“Well how about-”

“OTHER than beach volleyball,” Sunset quickly added.

“Hmph,” Rainbow grumbled, folding her arms. Of course it was beach volleyball. Unfortunately, she couldn’t train herself into having a bigger chest. At least one that would look mesmerizing enough to make her popular by jumping up and down in a bikini all day.

“I mean, in the sciences as well, if I’m being honest, women are treated like a joke behind closed doors. Most women aren’t smart enough to even try and become one... but isn’t that why we are all here, together as feminists? To try and fix this kind of stuff?” Twilight asked.

“Fine, fine, darling,” Rarity shrugged. “We can get back to the main topic we are meant to discuss here. *Ahem*. Pinkie Pie! What’s in the news regarding women’s rights today?”

Pinkie Pie, who was laying upside down over a desk, thumbing through the feed on her phone lazily parroted of the headlines. “Women’s Rights advocates storm state capital. Demanding that all sex between a male and female to be considered an act of rape on the male’s behalf. Punishable by death.”


“Alright… m-maybe we’ll try and do what Celestia told us to do,” Twilight sighed. The other neigh sayers in the group seemingly convinced for the time being. Maybe Fluttershy’s future was as a trophy wife. Or maybe it was just with a normal loving husband. She may have had the looks for either one but heavens knew the girl would have difficulty getting hitched with her current level of shyness. She was in desperate need of help and didn’t even know it!

All of a sudden, the door to the classroom burst open. Fluttershy scrambled over inside, putting her back to the door as she pushed it closed against a charging, adoring crowd. The group outside was chatting her name in cheer but soon noticed the sign on the door, groaned in disappointment, then departed.

“S-sorry I’m late for our weekly gettogether, girls,” Fluttershy spoke, though a big goofy smile sat locked on her face. “I-I think word kind of got out that I won the thing in the yearbook. Everyone has just been so nice to me today!”

The other girls in the room exchanged glances with each other, nodded, then put on their best supportive smiles as they gathered around the pink-haired girl.

“That’s great, Fluttershy!” Rainbow Dash said.

“Yeah, and congrats on winning, by the way,” Applejack chimed in. “Ya’ll…. deserve it.”

“Thanks!” Fluttershy beamed. “To be honest, Applejack. I didn’t even think there was a chance of me winning. But I guess the students here really must believe in me!” She practically squealed with a joyful giggle.

Twilight could faintly hear the sound of Applejack grinding her teeth back and forth. She gave a quick elbow jab to the apple farmer. Fluttershy didn’t notice, seeing as she was too busy staring at her vibrating pocket.

“Ooo! There goes my phone again,” Fluttershy said, pulling it out. She glanced at the screen, before bursting out in another case of the smiles. She turned her phone to face her friends.“Brawly just sent me a nice text. Guys have been congratulating me on the win all day! All of them even want to talk! Isn’t it great?”

“Hey gurl,” Pinkie squinted her eyes as she read the text aloud. “Congratz on winning. U up for chatting l8r babe? Winkey face. Winkey face.”

“There’s just so many guys looking to talk with me! I never knew it would be this easy to make friends!” Fluttershy beamed. “B-but what should I reply with? I just don’t know where to start? I don’t want to seem like I’m ignoring him either!”

“Ummmm, Fluttershy… Are your parents home?” Sunset asked out of the blue.

“My parents? I mean, no. They are off on vacation for the rest of the week. Why?” Fluttershy answered.

“Good,” Sunset replied. “Maybe we should head to your house for this…” The others nodding in agreement as they went to gather up their belongings. Leaving Fluttershy still quite confused as she watched.







The sun had long since set by the time the seven friends had set foot in Fluttershy’s house. As expected, Pinkie Pie had come prepared with party supplies in her backpack, so it was easy enough to turn the entire expedition into a sleepover event. Twilight closed the curtains to the bedroom where they gathered, while Rainbow Dash dimmed the lights down low. Fluttershy, on the other hand, was just as thrilled that her friends were being so supportive of her. She knew she could certainly be shy around her fellow schoolmates, especially boys, and greatly appreciated any help she could get in opening up to them.

“Ok, what should I text back to Brawly,” Fluttershy asked, as she hopped onto her bed and held her phone out before her in a shaking hand. Surprisingly, her bed was rather gigantic in size. Allowing plenty of spare room for her friends to join her on it.

“Text back: Thanks. Congrats on the win too. You deserve it,” Sunset said, gesturing her hand in the air as she spoke the words.

“Hey! Those were my words!” Applejack whined.

“Hush hush, darling,” Rarity lightly scolded as she jumped up to sit in a kneeling position on the bed, along with the rest of her friends. The excitement of what they were all doing was slowly getting to her too as she added with a light giggle. “Now, Fluttershy, before he replies back to that, add: I think you deserve something special for winning.”

“Uh-huh, okay,” Fluttershy nodded, staring intently at her phone as her fingers typed out the letters. Not thinking too hard on what they meant. A short while later her phone vibrated again as Brawly replied. Fluttershy frantically read the text. “He says he’s interested.” The phone buzzed again. “Oh! Oh! And he sent another winky face! Now what do I say?”

“Ummm, how should we put this,” Twilight giggled nervously, pushing her two index fingers together. “You aren’t going to say anything, Fluttershy… You are going to send him a picture.”

“A picture?” Fluttershy asked innocently. “A picture of what? The animals up for adoption maybe?” Adopting one of those animals certainly would be something special!

“Fluttershy…” Rainbow Dash coughed, averting her gaze for a moment. “It’s getting kind of hot in here, don’t you think?”

“I haven’t really noticed-”

“You should probably take your shirt off to stay cool!” Rainbow quickly added.

“What?!” Fluttershy squealed, recoiling slightly. “Why would I do that, Rainbow?” But her mind was able to piece the parts of the puzzle together. “Wait… do you want to send Brawly a topless picture of me?!”

“It’s not topless, silly!” Pinkie giggled. “You’ll still have your bra on!! For now…” She whispered the last part under her breath.

“It’s just simple flirting, dearie,” Rarity scoffed with a dismissive wave of her hand. “It’s how every girls texts with guys these days!”

“R-really?” Fluttershy asked, still unconvinced. But this wouldn’t be the first time she realized she had been missing out on normal behavior.

“Well, yeah, it kind of is,” Twilight giggled before adding with a slight blush. “I mean, the first weekend after we came back from Camp Everfree. You do not want to know what kind of pictures Timber talked me into sending him late at night.” Sunset and Rarity both slowly turned their smiling heads to face Twilight. Their eyes twitching slightly. There would be more talk of this matter later. That was certain.

“I do it too!” Pinkie exclaimed happily. “A bunch of guys text me late at night! It’s just my special way of saying goodnight!” No one, especially Fluttershy, could tell if she was lying. Some suspected even Pinkie herself didn’t know if she was lying.

“Well… o-okay,” Fluttershy muttered quietly. She handed her phone to Sunset before grabbing the hem of her shirt. The others watched with pounding hearts and baited breath as Fluttershy, slowly but surely, pulled the soft fabric upwards. Rainbow Dash didn’t even wait until it was completely off. As the scrunched-up shirt pooled around her neckline, the athletic girl had her eyes practically bulging from their sockets.

“W-wow…” Rainbow coughed, unable to tear her gaze from her friend’s chest. “I… I had no idea they made bras that big…” Fluttershy’s rack was on a whole different level than her competition. They were so large that one could be staring at her backside, her arms resting on her sides, and you would still be able to see her tits! They grew outwards from her chest like a balloon being pumped full of air, more air than a balloon of its age should reasonably have, but stopping right before it popped. A plain white bra struggled for dear life as it weakly tried to hold the girl’s breasts up. It looked rather desperate for release. If Twilight had to describe it, she would have theorized that, growing up, Fluttershy’s breasts had somehow managed to siphon off the girl’s willpower and used it as a force to continue growing. That was the only way it made any sense! Hopefully it was true. A lack of willpower was a rather big turn on for a good number of guys.

“W-why are you all staring at me like that?” Fluttershy asked innocently.

“It’s n-nothing,” Rainbow quickly stammered, shaking her head to clear her thoughts. Being the kind friend that she was, she took Fluttershy’s shirt off her hands. Making a quick mental note to hide it when she was distracted so as to not tempt her into putting it back on.

“Ready for your picture?” Sunset asked, holding up Fluttershy’s phone to face its owner.

“I think so,” Fluttershy spoke weakly, facing the camera.

“Hold the phone!” Rarity quickly shot in on a literal note. “You can’t take a picture like this!”

“R-really?” Fluttershy asked with a sense of hope in her voice. “S-should I put my shirt back on then?”

“No, no. Don’t be silly, darling,” Rarity giggled. “It’s your pose, dear. It’s in desperate need of work. The most beautiful faces in the world, such as yours, aren’t going to get far with a dry pose!”

“Oh, okay. W-what should I do then?”

“For starters, get on your knees. Boys love that look,” Rarity giggled as Fluttershy slowly moved to comply from her cross legged postion, gifting every girl in the room with a sensual sway and bounce of her bra-clad breasts. “Now, sit up straight, back arched slightly, armed folded below your girls. Perfect! Now use your arms and press inwards and upwards at the same time.” Rarity gave a sly smirk as she watched Rainbow Dash from the corner of her eye come close to fainting. Making that ample chest stand out even more? What was she thinking?

“Now… smile! Show Brawly your girlish levels of charm,” Applejack added with a smile of her own as she fanned herself with her own hat. She had to agree with Rainbow’s prior statement. It was getting rather hot in here.

Fluttershy smiled weakly at the camera, nothing you would see from a professional model, but one that conveyed a good deal of embarrassment, shyness, and adorableness. Almost as if she were shying away from the camera. Sunset Shimmer didn’t need to be told. Her finger tapped the phone and captured Fluttershy’s full body on frame as the sound effect played. Working equally as quick, she hastily sent the photo off to Brawly before Fluttershy could speak and change her mind at the last second. She also sent one to herself.

“Crap….” Sunset swore under her breath as she realized her phone wasn’t set on silent. She gave a rather loud fake coughing noise as a conveniently timed buzz rang through her pocket. Totally just a text from someone else.

“I-I don’t know about this, girls...” Fluttershy finally stammered out. Wondering where she had dropped her shirt. It was simply nowhere to be found!

“I already sent it to him,” Sunset said casually.

“Eep,” Fluttershy stammered. Her face turned white as she covered herself with her arms, realizing she had already crossed the point of no return.

“What did he say? What did he say?!” Pinkie Pie asked anxiously.

“He hasn't responded back yet!” Sunset replied, waving off Pinkie with her hand.

A few moments of impatient waiting later, like it was waiting for the yearbook results all over again, the phone buzzed again with another text from Brawly. Fluttershy dove behind a pillow as she fearfully shook.

“He likes it!” Sunset exclaimed joyfully. The other girls around her giving a short cheer in celebration even though they need it was an obvious outcome.

“Well of course he did!” Applejack huffed. “Brawly aint gay or nothing!”

“You should have never doubted yourself, dear,” Rarity smiled.

Fluttershy’s shaking seemed to have stopped completely, as she lowered the pillow covering her face. “He liked it… really?” Maybe he was just saying that to let her off easy. Her phone buzzed again.

“He wondering if there’s anything more!” Sunset gleefully exclaimed. “And he added a heart emoji!”

Fluttershy’s own heart was beating a thousand beats a minute in her chest. The heart emoji made it official. Was it really happening? Was a guy actually starting to become interested in her?

“W-what should I do next? Should I text him something back?”

“I think we should send another picture,” Twilight said.

“But nothing too scandalous!” Rarity quickly added. “You must learn to keep him on the ropes, Fluttershy. Make him work for it. It’ll only help him want you more. Now… Rainbow Dash,” she asked, noticing her prismatic-haired friend was having difficulty holding together, “could you be a doll and help Fluttershy out of her skirt? Just her skirt.”

Fluttershy gave a slight squeal as a Rainbow colored blurr swirled around her. Once it dissipated a glance down at her legs revealed they were bare. Her skirt and socks were missing, leaving her only in a matching set of lacey white panites. The rainbow blur had done an even better job at hiding her clothes this time. They were as good as lost.

“Oh, don’t look so nervous again, dearie,” Rarity scoffed, noticing the frozen look on her Fluttershy again. “You’re still covering more skin than a bikini would show off on the beach.” This, of course, reminded her to make a quick mental note they had to do this again with Fluttershy in a tight bikini. Perhaps some custom made lingerie as well...

“I suppose that’s right...” Fluttershy muttered, glancing down at her exposed body. She knew if this was really a thing every girl did, she would have to bear through it just to be considered normal! In the audience though, Sunset couldn’t help but shrug off her hot and heavy jacket, grinning all the while as she grabbed Fluttershy’s phone and aimed it intently at the shy girl.

Rarity too was plucking the hem of her shirt outwards, licking her lips salaciously before speaking to guide her through the next pose. “N-Now dear, lay down facing the side. Hold your back up and arched with your arms… Good… Now bend your legs backwards. You’re a natural, darling!” The others watching gave a quiet gulp as the naive girl so brazzingly followed Rarity’s request. Two bountiful bouncy butt cheeks wobbled into their view, facing upwards. Like her breasts, they seemed just begging to be grabbed and played with. “Now, just move your arms forward slightly,” Rarity added, not wanting the girl’s tits to be concealed. It was a rather beautiful look, seeing the bra press over and spill downward onto the bed. The white garment itself seemed rather thankful the bedsheets were there, otherwise it looked as those it could snap at the downward force her drooping bosom would place on it. Brawly would be hard pressed deciding what to look at!

“Now turn to the camera, and… say cheese!” Sunset announced.

“Cheese...” Fluttershy smiled weakly as the sound effect of another picture being taken rang out. Now sooner was the picture captured was it sent over to Brawly for his viewing pleasure.

“Double crap…” Sunset muttered under her breath as her phone conveniently vibrated again. Totally unrelated to the events taking place now. Twilight and Rarity’s elbow were sneakingly jabbing into her sides, while both of the girls cast glowing smiles to their friend.

“Fine! Fine!” Sunset groaned, shooing off the elbows as she sent a copy of the picture to Rarity and Twilight’s phones as well.

“Fine… what?” Fluttershy asked, rising up from her pose.

“Ummmm… Sunset was just complimenting your form, dear,” Rarity quickly shot in. “And fine it is! I daresay you could be a professional model with your expertise!”

“You really think so?” Fluttershy asked meekly, her face blushing at the very thought as she hid behind a few loose stands on her hair.

“Brawly replied back!” Sunset exclaimed, reading the text aloud as the others waited in anticipation. “Fuck! U r 1 smoking hot babe! Luving what I’m seeing! What else u hiding in there?”

“Oh dear…” Fluttershy remarked. “S-should we text him back he should be mindful of his language?”

“Ummmm… call it a hunch, but I don’t think so,” Pinkie Pie commented.

“Then what? I-I can’t exactly take anything else off.” But the silent looks her friends gave her spoke otherwise. “Oh my… you all want me to…?”

“We won’t be showing him a-anything naughty yet, dearie!” Rarity quickly shot in before Fluttershy had a chance to work up the courage and think of putting a stop to things. “It’s still just teasing! All in good fun!”

“B-but you want me to take my underwear off n-next?”  Fluttershy had no idea a normal girl was so bold! And here she thought she was working up her courage to a respectable level. But even with Rarity’s reassurance, she was still showing a good amount of trepidation. Even if Brawly wasn’t going to see any of her ‘naughty bits’, the moment her bra came off, her friends would!

“It-It’s not that big of a deal, Fluttershy!” Rainbow panickedly shot in, worried of their night falling apart. “See?!” She tugged her own shirt over her head, throwing it carelessly to the side. Fluttershy watched with wide eyes as her athletic friend reached down to her own chest and pulled up her black sports bra, revealing to everyone in the room her pair of respectable busty mounds. Quite a good deal larger than most believed Rainbow to be hiding. She proudly bore her chest to her friends, such was her commitment to seeing Fluttershy’s.

“Yup!” Applejack chuckled, not even trying to hide her laughter as she pulled out her own phone. “See Fluttershy? Not a big deal at all!” She emphasized her point by snapping a few quick pics of Rainbow’s tits. The athlete had little choice but to awkwardly bare her chest to her friends phone to keep up the act. “I can send these to Big Mac and Rainbow won’t even mind in the slightest!” Her brother owing her one was another nice bonus on top of Rainbow’s defeat.

“Wait-” Rainbow started, but the lewd pictures had already been sent off. The adorable farmer girl giggling uncontrollably, much to Rainbow’s aggravation. Though Fluttershy seemed to be buying the act, so it wasn’t all in vain. But still, that didn’t mean this act could go unpunished! “T-That’s right, Fluttershy! It’s just what we girls do to say hello to guys,” she said through grinding teeth. That was, until an idea popped into her head. “I mean, it’s just so normal for us. Now, Applejack will pose for a few topless pics that I’ll send to Flash!”

“Errrr, say what now?” Before she had even finished her sentence, a familiar Rainbow blur raced around her. When she came to, she realized her top and bra were likewise missing! Rainbow had tugged both off her body and chucked them out the window at the speed of sound. Now she stood in front of her, with a mocking smile as she aimed her phone. Applejack didn’t have the presence of mind to react in time, as her sizable bare tits were captured on film a good dozen times from every angle. “Annnnnnnd sent!” Rainbow beamed as she triumphantly tapped her phone, turning the screen around to display the proof that the deed had been done. Grinning smugly at the apple farmer. “See? Completely normal.”

Sunset wanted to reprimanded the girls for their behavior, but a glance at Fluttershy revealed Fluttershy wasn’t just buying it, she even looked slightly into it!

“B-but you both sent them a picture w-with your.. naughty bits,” Fluttershy pointed out. How scandalous! She had thought the one and only man to ever set their eyes upon that would be the man one married on the night of their honeymoon!

“They are just more… advanced at it,” Twilight said, unable to decide to gawk at Fluttershy’s bra-clad chest or Applejack and Rainbow’s bare ones! “Guys just like to see our chests! T-the same way we like to see theirs! Equal treatment for everyone and such…”

“Y-yeah!” Sunset said, deciding to go for it. “Just take a deep breath, Fluttershy. Close your eyes, inhale then exhale...” she said to Fluttershy soothingly. Though she followed her advice, to the girls it had the unforeseen consequence of causing her already ridiculously sized chest to puff out even more! The even slightest movement causing her ample bust to bounce and jiggle alluring. Each lusty movement on full display for her six friends, none of their stares were seen by Fluttershy as her eyes were closed.

“N-now… reach back, Fluttershy… slowly now,” Twilight stammered, wiping away a bit of drool that had been leaking from her mouth. “That’s it. Unhook your bra… let it fall off your body.”

Fluttershy’s crimson-stained face averted her gaze, yet she seemed unwilling to not follow through on her friend’s advice. The room was silent enough to hear the soft *plick* as the metal hooks on her back were unfastened. With that, the pink-haired girl moved her arms in front of her, allowing the garment to gracefully fall from her chest.

Finally, the moment they had all been waiting for! Those huge, almost impossibly large tits were finally out in the open! Several jaws dropped to the floor as all that smooth, perfect, flesh graced their eyes. A less athletic Rainbow Dash would have suffered a heart attack at this moment. While there wasn’t a doubt in Applejack’s mind that Fluttershy deserved to win Most Likely to Succeed, if not from her chest alone! Her massive milk-filled mammaries were more reminiscent of cow udders than breasts. Two matching cute perky areola poked out of the pink circles on each one, greeting them warmly.

“H-how do I look?” Fluttershy asked after a long period of silence. She took their absence of words and stares as merely taking their time in deciding. At least they weren’t laughing or bullying her!

“There… there are no words,” Twilight marveled.

“Divine, darling…” Rarity gasped. “Simply divine beyond compare!”

Rainbow or Pinkie hadn’t blinked for a full thirty seconds. But the area between their thighs was already calling out to their fingers in desperate need. In fact, the heated situation in the bedroom was slowly starting to work its magic on all of the girls present.

“R-really? That’s wonderful!” Fluttershy beamed adorably, relieved at her friend’s approval. She finally handed her oversized bra off absentmindedly to Rainbow. It was gone the moment it left her fingertips. “S-so how should I pose for these pictures, Rarity?”

Rarity was slightly taken aback. “Oh! Right! The pictures!” She figured Brawly was still out there waiting patiently for a reply. Not to mention, it was rather unladylike to keep a man waiting on oneself! “For this, dear Fluttershy, I think it would be best if we sent Brawly several pictures of you.”

As the fashionista talked the shy girl into how to position her body, her other friends seemed slightly fidgety on their own.

Sunset loosened up her top, before grabbing the hemline and fishing up over her head. Twilight too was breathing heavily as her clothes seemed to be growing rather unbearably hot on her body. Dying to be removed. Despite the warning the nerdy girl should have had, she was more than eager to comply with her body’s demands. Pinkie Pie to, was more than joyful to shed some of her own clothes as from the sight of things, it was turning into a topless underwear sleepover party! To the side, Rainbow’s hand was subconsciously grinding into the spot between her legs, making it no secret what she wanted to do right now.

“R-Rarity?” Twilight asked out loud, breaking the fashionista from the scene she was sculpting their uncontrollably attractive friend into.

“Hmmm?”

“Do you maybe want to… disrobe as well?” Twilight asked, her voice subtly hinting at the lustful hunger and desire in her. Rarity now noticing the her remaining friends were now restricted to wear little more than their undergarments. She was the only one left in her full school outfit.

“Here, I’ll help her,” Applejack cooed, likewise wanting to see the beautiful fashionista in a good deal of less clothing. “Ya’ll keep doing what you’re doing, Rarity.” With the way things were going, she didn’t feel the least bit afraid of taking charge.

“O-o-okay,” Rarity stammered, not wanting to appear embarrassed in front of Fluttershy. Under any other circumstance she would have promptly turned down such a proposal. But now the obvious signs of arousal and peer pressure were coursing through her slender frame. “N-now, Fluttershy, darling… For your pictures. Your chest s-should be the main focus.” She gave a gulp as the farmer took place behind her and hoisted her top up and off her. “It’s the eye-catcher. The center of attention.” Fluttershy nodded as she took everything in. Rarity was pushed down and flipped over as her leggings and skirt was greedily shimmied off her legs next. The snickering farm girl handing each garment to a grinning Rainbow Dash. “W-w-when Brawly sees it, he should feel aroused,” She emphasized her point with a panicked squeak as she discovered Applejack wasn’t quite done. The clasps on her black bra came undone. “N-now be a dear, and turn around and face away!” Fluttershy followed her request just in time as Rarity was yanked upwards, but her bra remained forcibly clamped down to the bedsheets.

“Wow…” Twilight marveled, gazing at the fashionista’s now bare chest. Though her pale milky-white tits were no Fluttershy, they likely came a close second. “I think I know who won runner up in the votes…” At least she suspected that. It would be rather interesting for her and her friends to compare breast sizes before the night was done.

“T-take the picture now, Sunset!” Rarity moaned, as Applejack ruthlessly grinded her finger across the fashionista’s long since damp black panites.

“Another teasing picture? Really?” Sunset huffed. “Fine!” She said, aiming the camera at Fluttershy’s bare backside. Due to the girl’s sheer tit size, they managed to appear around her arms. It was obvious to anyone her breasts were bare, yet no nipple could be seen. Sunset tapped her finger to snap the picture. She quickly sent it off to Brawly… and all of her friend’s phones now. Just to be safe.

Fluttershy, in the meanwhile, was rather ecstatic over the way things were going. Not just the mood of the room, or the fact she was doing something slightly naughty for once in her life, but the fact that her friends were so supportive of her! The fact that they were undressing to show their support and make her think she wasn’t the lone one out once again proved they were the greatest friends a girl could have!

“Oh, he texted back!” Sunset announced. “He… really wants to see more! Come on Fluttershy, don’t quit now!”

“You ready for this, Fluttershy?” Rainbow Dash grinned.

“I’m ready!” Fluttershy grinned assertively. She turned back to face Sunset and the camera. Not needing Rarity’s advice for the moment as she positioned herself in several poses she felt her man might like. She folded her arms beneath her tits, pushing them upwards once again she she smiled for the camera. Finally, Fluttershy’s bust had been captured on camera for the world to see! She turned to the side next, allowing the phone to snap a pic of her profile view, granting them a better perspective of just how truely majestically large her supple pillow-like tits were. Another seedy picture had her back laying down on the bed, facing up towards the camera as she pawed at it like a cat. Rarity even managed to talk her into getting on her hands and knees. A photo that didn’t even capture her face, but rather her downward drooping breasts that nearly grazed against the bedsheets below! When Fluttershy was finally done not a single set of dry panties remained in the room.

“Ok… I s-sent them,” Sunset said, her breath hot and heavy. “I already know he’s going to like them!”

“Excuse me, ladies,” Rarity spoke almost absentmindedly. “T-there’s something I need to see to in the ladies room...”

“Oh, no you don’t, missy!” Applejack huffed, pulling the whining fashionista back to the bed by the wrist. “Y’all are staying right here! That goes for all of you!”

Sunset’s phone vibrated suddenly, and for once it wasn’t simply from all the pictures of Fluttershy she had sent to her own device. She fished it out of her pockets, now actually laying behind her, and looked at the screen. It was a text from Flash Sentry reading: Hey you know there’s some guys passing around a bunch of naked pictures of your friend? The text was promptly followed by with an image of the exact topless picture of Fluttershy she had taken mere minutes ago.

Twilight was leaning up against Sunset, reading along with her. Both of them giggled in response as Sunset typed out a reply:

Sunset: Yeah. We know. It’s perfect! Keep passing them along to anyone else at school you think would want to see them!

Flash: Wow?! Really? Ok, lol.

Sunset: And Flash, you can send this one around too!

A new image popped out on Flash’s phone now. This one was a selfie of Sunset hugging Twilight Sparkle with one arm, pressing shoulders together. Both of the girls were completely topless and wore wide goofy smiles.

Flash: Whoa! That’s hot! Must be one heck of a party! ;)

Sunset: It’s not over yet! Stay tuned for anything else tonight!

“Well… Celestia did say we should all try living like the boys want us to. Not just Fluttershy,” Twilight smiled. “And I can’t help but notice none of the guys are rushing over to tell us to stop.”

“I’m starting to think Celestia was on to something,” Sunset grinned mischievously. “I mean, this is a lot of fun! We need to try this more often!”

Fluttershy’s phone buzzed again, grabbing the attention of all the topless girls conversing amongst each other in nothing but their panties. Sunset quickly snatched it up and read through the text.

“Whoa… Brawly likes them. He really likes them,” Sunset grinned, sneakily choosing to omit the text that said he never knew Fluttershy was such a naughty little slut. It was far too early for the girl to understand such compliments! Instead, Sunset skipped right on over to the texts including all of the eggplant emojis. “I think he’s working his one-eyed monster to your pictures, Fluttershy!”

“He’s… what?”

“He’s masturbating, darling,” Rarity giggled lightly at the girl’s innocence. “Pleasuring himself.”

“Oh my…” Fluttershy squeaked, feeling as though she should be ashamed and embarrassed, but a stronger part of her emotions couldn’t help but feel proud. “He’s… he’s masturbating because of what I did?”

“That’s right!” Sunset smiled. “See how easy it is to make guys happy? We just have to shed a few clothes and sext a few pics their way! Really… we would be selfish and self-centered if we choose not to do this more often!”

What would once be a time counter arguments would arise, to her friends, her idea seemed to make all too much sense. Why hadn’t they thought of it sooner?! It was so easy to be nice!

“You know, now that I think about it,” Pinkie Pie spoke out next. “We could end the porn industry altogether if boys just had to rely on us girls to get them off! It’s really our fault porn exists in the first place! So why are we complaining about it so much!?”

“Ah think that might just be Pinkie Logic crazy enough to be right!” Applejack added.

“Well… then I’m glad I’m doing this!” Fluttershy said proudly.

Rarity agreed by holding her own phone up facing her. She shot it a saucy wink and snapped the picture, making sure her bare chest was captured in the frame. “Annnnd happy early birthday, Thunderlane!” she beamed as she sent the digital photo off to brighten up another boy’s night.

“H-hey! No fair! I would have called dibs on Thunderlane!” Rainbow Dash exclaimed annoyedly.

“Better work fast then, darling~,” Rarity cooed, already posing for the flash of another sexy selfie. “Thunderlane won’t be the only happy customer of mine by the end of tonight!” Rainbow grumbled to herself as she grabbed her own phone and started to wrack her brain thinking of sexier-than-Rarity poses she could try out. Everyone else seemed momentarily distracted as they worked away and snapped topless pics of themselves, taking short pauses to giggle lustfully at the surprise, praise, and sincere gratitude that was texted back to them in response.

Fluttershy found herself rather giddy to see all of her friends enjoying themselves in such a manner, partly in fact from something she helped start! The only one not currently occupied sending out their own nudes was Sunset, who crawled up closer to her on the bed.

“D-do you think I should send some pictures to some other guys, Sunset?” Fluttershy asked.

“I think it would be best if you focused on Brawly for the time being. You still have one last card to play…” Sunset smiled as she gently nudged the girl over. Fluttershy collapsed backwards on the bed in a fluff, her titanic breasts bouncing wildly on her chest all the way.

In a single moment, all her familiar friends of  embarrassment and shame came crashing back to greet her as the unmistakable sensation of two hands grasping at the sides of her panties were felt. Slowly, almost as if Sunset was savoring the rush, they were pulled downwards. A thin line of female arousal lingered connected between her sex and the white garment for a mere moment before they were pulled clean off her legs.

And that was it! Not only had they actually talked the shyest girl in school into stripping completely naked, but they also had convinced her to sext pictures of her body! At this point, Sunset felt invincible. Rightfully so, too. She felt as if they could do anything!

“There we gooo… there’s a good girl,” Sunset cooed lustfully as she flung the last of Fluttershy’s underwear away. If this doesn’t get the guys off, nothing will. They should probably talk to a doctor if their erections don’t last longer than four hours...

Fluttershy smiled fraily through her crimson-hazed cheeks. Past all the shame, the sensation of being naked around others actually felt rather… nice. Like she had no burdens left to hide. She was bearing everything to the world, and they loved her for it.

The debaucherous photo sessions of her friends were brought to a short pause as they noticed Sunset was already making her way to the main course. Rainbow had her hand working away behind her panties, not even remotely trying to conceal what she was trying to do as Fluttershy allowed them all an intimate view of her tight, exposed, and hairless pussy.

“Now… u-use your fingers to spread yourself open,” Sunset said, taking full reins, already prepping the phone’s camera.

“Like this?” Fluttershy asked, using her index and middle fingers to gentle pull the two walls open, revealing a wet tunnel of fleshy pink. A perfect snug fit to any and all male members looking to offload the steamy white substance in their balls.

“Yeah, that’s perfect, dear,” Rarity moaned, as Applejack cruelly hustled down the fashionista’s panties in her moment of focus. Fluttershy spread her legs open wide, displaying rather remarkable flexibility, the camera aimed at her. Sunset snapped several pictures of the girl’s full body nudity before sending them off to Brawly, the other girls in the room, and a few others guys in the school that she knew found Fluttershy unbearable sexy.

“This is really all there is to it?” Fluttershy asked. “I mean… this is kind of fun!”

“It is, isn’t it?” Sunset smiled as she rolled onto her back and slid her own panties off. It was enough for a signal for the rest of the girls in the hot and heavy room that their clothing was no longer desired to be on their bodies. Sunset licked her lips as Twilight’s own delectable nude form came into view. She would have to focus on that next.

“What’s going on?” Sunset asked the naked nerd as the rest of the room devolved into their own groups. Twilight was scrolling through the onslaught of messages her phone was receiving.

“Looks like our little party is already the talk of the school,” Twilight giggled, her phone going off with a different message every two seconds. She felt like a celebrity! A rather hot and desired one at that. “I bet every guy at school is passing around our pics by now.”

“Ooo! And it seems like our generousness also inspired other boys to share their private collections!” Rarity laughed, holding up her phone to show her friends a text that had been sent to her by Teddy. Trixie and the other two girls in her band were seen, topless, angling their camera at a bathroom mirror as they embraced each other. The great and powerful magician's tits dwarfed the other two girl’s by a full cup size and a half. Rarity doubted the picture would have even been taken if that wasn’t the case. “A little incentive Trixie sent out during the battle of the bands to get the crowd to cheer for her band instead of the other. Naughty naughty Trixie!”

“Great!” Sunset chuckled. “Start sending that one around to and see what else we can dig up.” She wondered just how many of her female classmates had their bare body parted plastered out in the digital world.

“Oh! Ohhhh! I have Sandalwood here saying he’s got a few nudie pics of Baton Switch back when they were going out!” Pinkie Pie exclaimed next. “But he wants me to take a request for a pic before he shares them.” By the looks of which, the pink party planner was already in the process of taking them.

“I think I’ve got a jackpot here!” Twilight shouted next. Rainbow, Rarity, and Applejack all crowding around her. “Microchips says he may or may not know a, ummm, friend, who managed to hide several cameras in the girls locker room! He’s got a bunch of pictures of practically everyone to pass around!”

“I say we ask him real nicely to share it with us…” Rainbow said, each of her friends exchanged naughty grins with the other. They knew what the other was thinking before they even said it. Except Fluttershy.

“Really… how?” She gasped.

“Group photo!” Her six naked and beautiful friends all cheered at the same time.







The next day at Canterlot was also quite as lively as the day before. The school was buzzing with conversation, but not just in the usual cliche that had always existed, but now, guys seemed keenly more focused on their female classmates.

“Hey, Wallflower Blush!” Indigo Wreath called out in the hall, the boy stopping the her dead in her tracks.

“You… you can see me?” Wallflower gasped in utter and amazed shock. Sure enough, the boy’s eyes were trained directly at her!

“Wha-I mean, yeah I can see you,” Indigo said, walking up to her startled form. “Actually… I was thinking maybe you’d like to go out sometime? Catch a movie or something?”

“R-r-r-r-r-really?!” Wallflower stuttered, a wide goofy smile and blush appearing on her face as she dropped her books in shock. “I-I-I’d love to!!”

“Great!” Indigo beamed, wrapping an arm around her shoulder, embracing her tight as the newly formed couple walked away. It was perhaps, the greatest mystery to her that would never be solved. But, why now was she noticed by a cute boy?

As the couple strolled by, they passed Sunset and her friends along the way. Pinkie Pie chuckling mischievously as they gave them a passing glance. After all, she was the one who spotted Wallflower Blush in hidden camera locker room nudie pic number forty seven! Wallflower had just exited the showers when the camera sensed her movement and snapped a silent picture of her full nudity. At first, Pinkie Pie didn’t know what this homeless girl she had never seen in her life was doing in their locker room, but shrugged and sent it off to Indigo anyway. The boy had apparently found himself rather pleased with the sample picture provided and felt motivated enough to try his hand at gaining his cock access to it. Now knowing full well who exactly the girl in the picture was. Apparently, showing off her naked body was the key to have her existence noticed more. Pinkie Pie grinned to herself, wondering what would happen the day in the not so distant future when Wallflower discovered that for herself.

But to the rest of the girls, it was a perfect life lesson. Let the boys sample pictures of your naked body before they decide whether or not they want to go out with you! The benefits of such were easily seen taking place all around school! Boys were seen showing vastly more interest in their female classmates, mainly the ones whose exposed bodies stirred their cocks the most last night. Hopefully they could work their magic on their targets and coax them into giving them each a little something better than a series of naked photographs...

Sunset’s group of friends were just about ready to disperse themselves and reap the benefits of the last night, until the school’s PA system sounded out.

Bzzzzzt! Sunset Shimmer and her friends please report to the Principal’s office!

“Oh boy… what does Celestia want with us now?” Applejack groaned as she and the others made their way to the office.

“Does it matter? We had to get called to her office if we wanted to pull this thing off!” Pinkie Pie ushered, exchanging sly knowing nods with Rainbow Dash.

One short walk over and they had arrived at the office. As the seven girls entered, they saw the principal standing before her desk, arms crossed, staring sternly at them all.

“I’m so proud of you all!” Celestia suddenly burst out, dropping the act in an instant as she smiled harder than she had in years. She ran up and embraced Sunset in a warm embrace. Then, each of them down the line.

Rainbow groaned as the massive chest of their principal ground into her own. However, as soon as she dropped her and turned her back to give attention to Rarity, the athlete quietly and quickly side stepped behind the principal’s desk. She confirmed Celestia hadn’t noticed before ducking down low and started rifling through their principal’s purse.

“To accomplish so much not even a day after our talk,” Celestia beamed, wiping a joyful tear from her eye as she finished her seven personal hugs and took position leaning against her desk again. Seemingly missing Rainbow Dash huddled beneath it or the fact she was missing from the group now. “Well, I knew you girls were bright, but I never expected you to see the light that quickly!” The girls all gladly accepted the praise, trying not to cast nervous glances to the prismatic-haired girl sneaking around behind their principal.

Success! Rainbow Dash found the principal’s phone!

“Not only that, but you also managed to help some other girls get out there, I’ve never seen my halls so filled with love!” Celestia went on, Rainbow was now hastily searching through the principal’s phone.

“From what I hear, you girls somehow managed to spread images of every single girl in this school… Why, I know we are girls and we tend to have a habit of losing a few articles of clothing every time a camera pops out… but even I doubted there was a scandalous picture out there of all of my female students!” Now it was only a matter of time before the girls learned to draw their respect and self-worth from their body’s appearance. Coupled with the fact that their full names and nude pictures would almost inevitably be leaked online to the entire world. That would hopefully convince the girls that their foolish goals of a high-paying white collar job were as good as dead.

“Actually, Principal Celestia,” Sunset started, pausing the woman right before it looked as though she was about to turn around. “We didn’t manage to dig up a picture for every girl in school…”

“Oh really?” Celestia asked, her face looking rather concerned.

“Yep… there’s still two more left,” Twilight giggled.

“And I’m fairly certain most of the boys have been lusting after these sluts for quite a long time,” Rarity added, averting her gaze as she was unable to stare at her principal with a straight face now.

Rainbow’s hair stood on end as fortune struck her. The fabled pictures she was looking for on Celestia’s phone did exist! Naughty little principal…

Sunset cursed under her breath again as her phone vibrated again. Totally just a text from someone else. Not like it was a text from Rainbow using Celestia’s phone. She really had to turn that function off.

“Well…” Celestia chuckled to herself. “In that case, if you do manage to find some lewd pictures of these individual women… make sure you send them to every guy in school.”

“Don’t worry, Celestia,” Sunset grinned evilly as she licked her lips. “We were already planning on it…”

“Great… great,” Celestia said, looking as though she was ready to dismiss the girls. “Oh, and Sunset?”

“Yeah?”

“Tell Rainbow Dash that Vice Principal Luna would hate it if she managed to find the album at the bottom of my collection….”

Seven seconds later, the rainbow hair girl fainted.







“Well…. that was certainly fun,” Sunset yawned as the lunar princess helped her up from the bed. Seta had since separated from the alicorn’s body and was standing over her. Before, Twilight had hinted at the fun naughty dreams Princess Luna gave to all her subjects during the night. It was rather nice to finally experience it first-hand.

“I was quite impressed you performed your part spectacularly, Sunset. Your friends are one step closer to a better life. But, I take it you enjoyed the simulation then?” Luna asked.

“Well, yeah… but it was kind of silly though,” Sunset giggled. “I mean, all of our school having naked pictures of all of the girls? All of them passing out nude pictures of themselves like they’re candy? It just doesn’t sound very realistic.”

“The dream realm being believable or not isn’t really the point. People buy anything in dreams,” Seta giggled. “I could even read your thoughts during it! You thought it was completely believable while it was happening. You only say that once you’ve exited the dream.”

“And the dreams may be fake, but the arousal one experiences from it is not,” Luna spoke, glancing down between the unicorn’s legs. Sure enough, the wet signs of her rousing loins were present. “Once we introduce the concept of our world to your awoken friends, they may well find it as ridiculous as you see our simulated dreams. But, their bodies will remember the arousal they experienced during it. Hopefully enough to convince their stubborn minds to try it out…”

“And once they try it… we’ve got them!” Seta beamed happily, doing a small jump of joy.

“We have them warmed up… now we just need one last dream to knock them down. Are you ready to begin, Sunset?”
> Disturbing Dreams
> --------------------------------------------------------------------------

It was perhaps as far away from a secret as could be, that men and women were very quite different in Equestria. Even the youngest of foals knew that women were sexual, seductive creatures of emotion and lust, while men were logical beings of intelligence, stature, and power. Regardless if a creature had known it at the time or not, that fact was the way it was and the way it always would be. With that in mind, Shining Armor knew the abducted human boys from Canterlot High would not require some big “experiment” that played on their emotions and inner desires to win them over to the right side like their female counterparts, but rather… all it would take was a simple civil conversation with them. He would win them over with words, not action.

It would be a negotiation, and a tricky one at that, given the drastic changes of what he was asking for. But as one of the main rulers of Equestria, Shining had amassed a good deal of experience with these sorts of deals. He remained confident that he could do it.





“So… let me get this straight…” Flash Sentry said as he and the rest of the male CHS students stood gathered around the Crystal Castle map room. Shining Armor sat completely still, fingers tented, as he stared intently at his targets with his best poker face. “You… pony people... want us to stay in this magical utopian world where all guys live completely stress-free, nailing some of the hottest babes in existence, who are all willing to have sex all day long with any guy that comes their way, and wear no clothes whatsoever?”

“Essentially… yes,” Shining Armor said, not losing his emotionless calculating expression.

The CHS students quickly exchanged glances with each other before answering.

“I mean…. suuuuurrrrreeeee… I guess we could try it… *cough*”

“Y-yeah, okay, I’m at least willing to see what all the fuss is about…”

“I’ll do it, like whatever, it’s not that big of a deal… Not like it even sounds like fun or anything.”

“You honestly had me at the leaving school part,” one student said, only to be sharply jabbed in the arm.

Drat! Shining Armor thought. Sounds like a rather reluctant yes. I better up the ante.

“But what about our families back home?” Bright Idea shot in over the fake-reluctant actors. He maintained a worried feeling over leaving his sister back at Crystal Prep. “If they are still okay, will they be able to come with us?”

“Of course! Of course,” Shining Armor quickly assured. “Things are pretty hectic right now and all. But the girls in the other room are running some tests. Dotting a few I’s and crossing a few T’s. Once that all gets settled, I imagine they would open up the mirror portal again. As long as they pass some basic requirements, your families and friends can and probably should join us over here. You’ll also be free to bring over any and all possessions from your world as well. Whatever it takes to make you feel at home, because it is your home! Though, you should get settled in quickly, as I’m guessing there’s going to be a good number more of your kind coming over to this world soon.”

Bright Idea and the others nodded, relieved. The entire concept was a rather appealing opportunity he felt they would be a fool to refuse. From the limited time they had spent here, he had seen just how welcoming these ponies were! They treated them as family! Meanwhile, their home world was growing more bleak with each passing day. Rising tensions around the world, moronic corrupt leaders, depressing job markets, and stressful work ahead of them until the day they retired as old men. Now, the opportunity of a lifetime presented itself on a silver platter in front of them. A chance to start anew in a better world! A world where their only goal was to enjoy the true pleasures of life to the utmost best of their ability! Plus, being a virgin sucked.

“Alright… I’m not an idiot, I see what’s going on here,” Flash Sentry announced, throwing his hands up into the air. “Heh. Don’t you get it, guys? We didn’t escape that nuclear bomb! Of course not! It hit us! We all died. And now we’re in heaven!”

The other students considered the thought, one adding with an insightful nod, “...Damn… God has got some style…”

“Ummmm, I can assure you all that you are very much alive…” Shining Armor said. These human creatures acted more and more similar to ponies than he thought they would. Perhaps they weren’t so different after all. “Though, I suppose I... understand your confusion. The portal is still functional, so whatever you were all fleeing from was more than likely just a false alarm. Now then... in regards to your arrangements. All of you will be provided a complimentary living space fitted with the basic everyday necessities and one of your fellow female students to... look after. I believe Seta has done a little digging and already assigned each of the girls to their preferred male partners. I have your assignments here along with some other information about them you might be interested in seeing…”






“Very well,” Chrysalis sighed as she and the others present gathered in a different secluded room from the other groups, around the castle’s magical friendship map. For its purpose today, it was a purely strategic map and a strictly changeling only meeting for the moment. A queen along with her most loyal and dependable guards. “Seeing as we have some time to kill with Luna and the newest addition to my hive playing around in these “dreams” of theirs with the girls… and Shining Armor is negotiating with the boys… I suppose I should direct my attention to other matters. Now then, give me a status update on our other campaigns to bring the other species to our heel. Cornicle! Report!”

“Well… my queen, the griffons’ position has not changed since our last meeting. Their leaders still stubbornly demand the release of the griffon females we’ve acquired and helped fix back into griffon custody so they may re-corrupt them again. Nor do they seem willing to send their leaders to Canterlot for ‘negotiations’. I believe they have caught wind of how we draw strength and what we would do to them…”

Chrysalis scowled at the lack of good news. Positions of authority and power were always key to toppling an entire nation. Either by removing them from play, replacing them, or better yet, bringing them over to her side. The griffon leaders were playing hard to get, cowering like rats in the safety of their own lands and could eventually prove to be a thorn in her side. But still, thinking back to the days she was being molded into a true leader, her mother had always taught her that every problem was an opportunity in disguise with the right mindset.

“Double the number of our agents in their lands! Have them stir rumors and dissent over their leaders to the general public. Let them believe their leaders are weak, afraid, and cowardly, but most importantly, doomed to fail! Hopefully a restless population will push them to the negotiation table… where we will be justified to impose even harsher terms of their surrender.”

“Yes, my queen!”

“Now, what of the zebras?”

“We still know very little of the them, your majesty. The only possible contact for information was a zebra slut by the name of Zecora. We approached her and pressed her for information of her people and kingdom, but the zebra did not seem to respond well to our questions. She claimed just because she was a zebra did not mean she knew all other zebra folk. She thought our very inquiry was some kind of joke. She added our very presence was about to make her choke. Then she called us racist. That one kinda stung.”

“Tight-lipped bitch,” Chrysalis grumbled. The zebras were secretive, that much was certain. But their efforts would only add to the changelings’ inevitable glory when they conquered them and their people. “A week in the public Ponyville stocks serving the public ought to loosen that whore’s tongue. Literally and figuratively. See that it is so.” There was no huge rush for time, seeing as Chrysalis had figured Equestria needed to gather their resources with the other races before they engaged the striped ones, but it was best to get this type of stuff out of the way early on.

“Right away, my queen.”

“Now, how fares the dragons? I had thought the ideal ambassador to them would be the green and purple scaled thing upstairs. But, last I checked, he is still here sliding top quality unicorn pussy on and off his dick all day rather than brokering the dragons’ surrender to us!”

“W-well… as you know, the dragons have a newly chosen leader. Dragon Lord Ember… a female, which changes things,” a changeling spoke. “Thorax believed that, even though they knew each other, given the circumstances a male dragon’s intelligence would come off as… intimidating to this ‘Ember’ chick, who, given her gender and species, is most likely prone to emotional outbursts and illogical decisions. So he sent a new envoy. A mare slave who could hopefully better identify with a fellow woman’s intelligence levels and share just how wonderful slavery is. She’s also quite bold, which I hear dragons will respect.”

“Hmmmm, that actually doesn’t sound like a half bad plan,” Chrysalis admitted. “So how well did it turn out?”

“Ummmmmm…..”





“Look!” Rainbow Dash groaned in frustration. The pegasus grinding her forehead with all ten stress-filled digits her hands had to offer. She sat naked and alone. Across a circular rock table stood Dragon Lord Ember, Ballista, and Prominence, her fellow female dragon council. Each of the large, scaled, creatures was clad in metal armor that complimented their appealing busty figures rather nicely. All looking rather unimpressed with the pegasus’s way with words. Nor did they seem too pleased at the pony’s inability to keep her lustful eyes off their breastplates. “I don’t think it’s that big of a deal! All we are asking from you is a complete and total surrender where you girls come to Equestria and live as our sex slaves!”

Ember raised a unamused brow at the pony, saying nothing.

“I mean, sure, going from sole-ruling Dragon Lord down to a man’s sex slave for life is a pretty big jump, but you didn’t really deserve the title to begin with! And what are you even ruling over anyway? A bunch of dumpy rocks and a barren landscape! I mean, come on! You think someone like you, Ember, with tits and an ass that big aren’t supposed to be using them on a daily basis to help some guys get off?!” Rainbow groaned as she saw the unconvinced faces of the female dragons. She had a feeling dragons were dumb, but this was just a new level of stupidity for them! They were somehow giving women an even worse name in the brains department!

Though Rainbow herself may have been a woman, she thankfully wasn’t a dragon. Therefore, for once, she had the  slight benefit of intellect on her side. Along with her stubborn, awesome nature, she knew it would only be a matter of time before she convinced the dragons to give them what she wanted...






“So, that’s it then? We have a hostage situation on our hands with the dragons...” Chrysalis grumbled. Unfortunately, the rainbow-haired pegasus was a rather close friend to Twilight, not to mention a hero to Equestria and, most notable, not a stallion. So it wasn’t like she could just leave her there to die at the claws of the brainless dragons. “Of course, Thorax of all changelings would be the one to come up with such a moronic plan…”







The students of Canterlot High School were having what was quite possibly the most average day in the school’s history. Average in the sense of a middle ground between the two extremes two sides of the school were feeling, that is.

For the male students, they were having the best day ever! They weren’t quite sure why, or how, but something had gone around and spread naked pictures of quite literally every girl in school! Many in the form of sexting photos, others taken by hidden cameras scattered around their locker rooms. Nothing was left to their imaginations!

The female students, on the other hand, were having the worst day ever. It didn’t take long for the juicy gossip to spread that all of their body’s glory was out there in the digital world, being spread from phone to phone. They knew nothing could be done to stop. All they could do was blush in embarrassment anytime a boy came near them, like they had all turned into mini-Fluttershys. Ironically though, the actual Fluttershy seemed to have come out of her shell overnight! Apparently she was one of the girls hit the hardest by the leak of lewd pictures, and yet, it seemed as though she didn’t even mind in the slightest. In fact, she was rather giddy to soak in the boys’ admiration and attention they threw at her.

If the girls had their way, they would have avoided the boys until the whole situation died down. Which probably would have been never. But, regardless, they were unable to do that seeing as Princess Celestia called an emergency meeting in the school gymnasium. It was no secret to anyone as to why.





“Alright… I know a lot of gossip has been going around lately,” Celestia announced to the entire student body of CHS, “and that many of you have been unable to focus on your classes, given the news. So I wanted to take this moment now to set the record straight. Yes… apparently a computer ‘virus’ has gone around and sent around rather promiscuous pictures of all of the girls at this school. Myself included. The country of Russia is believed to be a possible suspect.”

Half of the audience gasped, their worst fears realized, while the other half whistled innocently.

“There’s more, girls. I feel like I should add, that these pictures of us all contain our faces, are captioned with our full names, and have all been spread to various sites online. I’m sure I don’t have to remind you girls that once something is on the internet, it’s there for good. This will, of course, be a permanent damper on any of you ladies trying to apply for a job, now or in the future. Why, even the most basic of checks would involve throwing your names into Google. And if they saw the fully public collection of lewd pictures of you all, well, I can’t quite argue for your chances compared to the other dozens of applicants gunning for that job…” Celestia had to pause and bite her lower lip to suppress arousal as her female students soaked in the full extent of the situation they were in. There was nothing she would have loved to do now than to retreat back to her office and finger herself to climax yet again, but her students needed her guidance in order to see just how good the bright-side of this news was. “I know things may seem grim,” she added as the panicked whispers and gossiping started to take off, “but worry not, girls, for I have solution that will fix everything!” She spoke and smiled in such a way that conveyed the utmost reassurance and confidence that many of the girls felt relieved to hear.







“The Great and Knowledgeable Trixie… did not know we had these rooms beneath the school…” Trixie muttered as she observed their setting. She had thought she explored every dull inch of CHS in the years she attended the school, and yet, she had somehow missed a basement staircase and underground hallway filled with nothing but small, apartment-sized bedrooms. There were beds dressed with rather romantic red velvet sheets, several dressers, a desk, and a chair. Trixie could only assume that it was the living arrangements for the teachers, who were so spoiled they got to avoid paying for rent and a commute. But she still hadn’t the faintest idea how being down here was supposed to help her, or any of her female classmates at this school out of their predicament!

As if on cue. “Good evening, Ms. Lulamoon,” Luna announced as she entered the room, making sure to lock the door behind her.

“Vice Principal Lun-” Trixie started, only to be silenced by a finger the other women held up.

“We are very short on time, Trixie,” Luna shot in, “but this shant take long. Rest assured all your questions will be addressed in due time.”

“Hmph,” Trixie pouted, folding her arms across her chest.

“Please, lay down on the bed,” Luna asked with a smile. Trixie gave a questioning look for a second before compiling, only because she was actually quite eager herself to see how soft the bed was. She crawled onto the sheets and flipped onto her back, head hitting the pillows as she slowly sank into the mattress.

“Ahh…. Trixie approves of this thread count,” she mewled.

Luna grinned as she pulled up a chair alongside the side of the bed, seeing that Trixie was already on her way to relaxing she added, “now close your eyes and empty your mind.” A request that in no small way should have been difficult for her. Trixie did as she was told, though slightly worried she might end up falling asleep at this rate. Her view of the room craned shut as the highschooler took a deep calming breath. Hopefully her principal’s solution to their problems wasn’t just a rushed therapy session. She wanted actual results.

Unbeknownst to Trixie, however, several small translucent tendrils started to phase through the wall behind her bed, wiggling slightly in the air as they drifted towards the clueless student. Rather then ravish her however, the tendrils seemed to move straight towards Trixie’s ears. The magician winced slightly as several, on each side of her head, wiggled into her ear canal and pushed deeper and deeper into her skull. Just when it seemed like Trixie would notice and shoot her eyes open to see what was happening, she relaxed completely.

“Excellent,” Luna smiled, gently patting her student’s leg, knowing the tendrils had managed to gain access to her brain. “Now can you hear me, Trixie?”

“Yes…” Trixie answered, not opening her eyes. Actually, had she been compelled to try she would have found she was quite unable to open her eyes at all for the time being.

“Then tell me, Trixie, it must have been hard having those scandalous pictures of you sent around school like that…”

“Obviously,” Trixie grumbled angrily. More annoyed than the simple statement warranted. Because of course this entire thing would be her principal’s lame attempt at counseling. She didn’t know why she even thought they might have an actual solution to her woes.

“How does it make you feel? Knowing every guy at school and on the web is going to know what you look like without your clothes on?” Luna asked plainly, ignoring her student’s tone, sliding out her own phone and swiping through the evidence of Trixie. Quite an impressive resume.

“Do you really have to ask?!” Trixie fumed. “I’m angry! Upset! Furious! The meatheaded assholes at our school couldn’t respect a girl’s privacy, now I have to be the one who pays for it for the rest of my life? It’s not fair!!”

“You aren’t upset, Trixie,” Luna said plainly.

“W-what? What do you mean? Of course Trixie is upset!” Trixie replied as she lightly pounded the bed with a rolled up fist.

“You know what I think? I think… that you are embarrassed. And you are so ashamed of that embarrassment you are unknowingly pretending to be angry.”

“Wh-what? I mean... fine. I suppose Trixie is a tad embarrassed as well,” Trixie mumbled. “Not like that’s a big deal to me personally. Who wouldn’t be ashamed if lewd pictures of themselves were unknowingly leaked to everyone!”

“Pictures of me and my sister were leaked to the school just like every other girl,” Luna said. “Their vice principal. Now my students know what my sister and I do with each other behind closed doors, what my favorite vibrator looks like, or even what I can do to Celestia with just a few feet of rope… But do I seem ashamed of that, Trixie?”

“I… I suppose not,” Trixie admitted. She had heard their principals’ photos got leaked as well, but hadn’t had the actual courage to ask someone for them. She didn’t want to seem like a pervert after all! But, as for Luna’s reaction herself, her principal didn’t seem the least bit fazed by it. In fact, she seemed rather more radiant than usual. Was she just that good at suppressing her feelings… or was it something else?

“The truth of the matter is that you, Trixie, you have no right to be upset at the guys for spreading your pictures around. Boys want to see you naked. That’s simply a fact. Every male classmate in every class you have ever had has wanted to see you naked. That’s no small compliment on you, but I think you knew that already.”

“Maybe…” Trixie grumbled. Sure she had no shortage of encounters over the years of guys trying to peer down her shirt, or up her skirt. She had even adapted her magician’s stage outfit to be more revealing to drag in a bigger audience, and it worked! Big time!

“In actuality, you want the attention,” Luna practically purred now. “You want all their eyes on your body, lusting after you, beating their thick meaty cocks at the thought of taking you to town. Being known as the great and powerful is nothing compared to the beautiful and alluring. A girl, just like a princess in the fairy tales, desired by all. Revered for her body’s charm.”

“No! I-” Trixie stammered, only to be cut off by a stern finger to her lips.

“And most of all, you don’t want anyone to know that,” Luna continued. “Our society shuns those types of women who think like that. As shameful sluts or harlots. That something as natural and beautiful as a woman’s bare chest needs to be censored more than grotesque scenes of violence. A lie embedded into you so deep, that deep down even you yourself don’t believe it’s true.”

“I-I don’t understand w-what you’re saying,” Trixie spoke uneasily.

“Exactly…” Luna moaned, undoing one of the buttons on her top as she licked her lips, devilishly. “Fortunately, you don’t have to, Trixie. All because of a little magic we have at this school, we have the solution to all your problems. Open your eyes now…” Trixie did as she was told, unclamping her eyelid to peer back into the bedroom she was in.

Except now, she was no longer in the strange basement bedroom beneath the school. Looking around, all Trixie could see what a black void of nothingness in every direction. A foreboding sense of loneliness crept through her. She was floating in space with no one around her.

All of a sudden, a single pane mirror appeared before her. A reflection of the teenager in her normal school outfit staring into it was plainly to see. A few dozen more mirrors appeared out of thick air after that, forming a circle around the confused school girl.

“Focus on the embarrassment you felt, Trixie,” a disembodied voice of Luna called out to her from seemingly every direction. Yet, her vice principal’s voice sounded almost… motherly, caring, like she was doing all she could to guide her child into making the correct choice.

“O-okay…” Trixie stammered. She thought back to earlier in the day when she had walked into school and quickly learned of the news. That those dumb nude pictures of her and her band she had sent out to a few students in a failed attempt to garner their favor had been leaked to everyone. Her flushed cheeks, her burning face, her attempts to hide under her magician’s hat so that no one would notice her.

The photos appeared on the mirror in front of her. Trixie and her two female band members, all without a stitch on their bodies. Trixie smiling in the middle as she embraced the two girls on either side of her, pressing the sides of their breasts together.

At first, it had started out as a joke, then it turned into an actual idea. But only in their underwear! But, the few they had sent it to managed to coax the trio into showing a bit more skin, then finally full nude shot with everything bared, it wasn’t until a few minutes after they sent it did they fully realize what they had done. It was dumb… and yet, Trixie couldn’t help but have a sneaking suspicion that Luna was trying to convince her that it was the best decision she ever made in her young life.

“Think carefully now, Trixie… Would could have been different that would have lessened your shame about the leak?” The picture in question zoomed in close up.

“I-I-I don’t know!” Trixie stammered in a panic.

“I think you do…” Luna said warmly. It was obvious she wasn’t going to get a straight answer out of this girl, she had to peer directly into the deeper thoughts for this one.

Trixie let out a cute gasp of shock as she watched the photographed Trixie’s breasts expand! It was like a realistic photoshop. Photographed Trixie’s bust continued to balloon outwards and outwards like they were being pumped full of milk from the inside! The two mammaries continued to push and bounce outwards until they dwarfed the other two girls’ breasts standing beside her.

“Now that’s what I call an improvement,” the Luna voice giggled around her. Trixie could only blush, feeling a resurgence in the same embarrassment she was familiar to that day. It was true, one of the main reasons she was so ashamed about her pictures being leaked was due to her breast size. The thought of all of the guys getting another reminder that her bust wasn’t the greatest or powerfulest. Her hands instinctively wandered down to her breasts, squeezing her average-at-best tits between her fingers and thumb. Curse that cow Fluttershy and her ridiculous over-gifted tits! That selfish slut couldn’t even be bothered to leave some tit for the rest of them! Why was it fair that Fluttershy didn’t have to worry about her looks like every other girl did?!

“This can you be, Trixie, all you would have to do is ask the Equestrian magic in our school to modify your body…”

“R-R-really?!” Trixie exclaimed, a bit more excited than her more dignified pose should have allowed. “I-I mean, how would the magic did something like that?”

“It’s a simple process, with the added benefit of all changes on your body appearing natural and being permanent, of course. But there is a price that must be paid for each,” Luna warned.

“Fine,” Trixie glared into the mirror before tossing her hair. “I suppose the rich and affluent Trixie can spare a few measly dollars to improve her image.”

“It’s not money that the magic wants from you,” Luna warned, taking a pause before adding, “but rather, your mind. The magic works by taking your form and making you more like the women in Equestria…”

“My mind? Equestria?!” Trixie stammered. Though she did recall discussing with Sunset Shimmer some details of her homeworld. A rainbow-filled utopia where everyone was happy and content.

“Women in Equestria are countless times happier than women in our world. Due partly to the fact that they don’t receive an education… Their only purpose in school is to provide… company to the boys learning there.”

“The magic wants to suck out everything I’ve learned in school in order to make me beautiful?!” Trixie gasped. She could feel them now. The thin tendrils occupying the good amount of empty space in her skull. Wrapping around her precious brain, ready to suck it dry. “Why would Trixie ever agree to such an insane bargain!”

“The choice is yours to make,” Luna softly spoke. “It always has been. Just know that… you may hold the minority view in your class…” The image in the mirror in front of Trixie shimmered and changed once again.

“No way…” Trixie mumbled, as she stared with a shocked expression at the view. Lavender Lace and Fuchsia Blush, the other two members of her band were shown, kissing passionately on the lips as their tongues danced with each other. Their bare naked bodies were pressed into each other, through slowly being pushed apart as their tits steadily grew and expanded to sizes well above average.

“I should remind you, Trixie, that after these leaks, your future hopes for a respectable job are pretty much non-existent. So what use do you have for useless knowledge? A subpar understanding of history and geometry aren’t going to help keep you off the streets... But when is the last time you saw a smoking hot babe that was homeless…?”

Trixie had to admit, she couldn’t think up a single example. Perhaps, a woman’s beauty and success in life went hand in hand! It was the cruelty of chance, women like Fluttershy who were born with gifted bodies and cute faces were set for life in one way or the other. Others, however, without cannonball-sized tits and clear symmetrical faces had to scrounge and work for every bit of beauty that could maintain. With this choice ahead of her, Trixie couldn’t even fathom how much her life would improve if she took the deal! Besides, Trixie was no fool. She knew men were only attracted to a woman’s body, no matter how many times they claimed it was their brains.

“O-okay, I’ll do it...” Trixie exclaimed to the black empty void.

“Good answer…” Luna purred.

The penis-shaped tendrils in Trixie’s skull began to pulse and writhe. They wrapped themselves tightly around her brain as they began to squeeze and relax. Trixie felt no pain, rather, it actually felt rather pleasant. Each time the vines relaxed a small part of her mind fell away  and was subsequently milked out through them.

Back in the bedroom, Luna smiled in glee as she watched the tendrils work their magic on Trixie’s brain. They were transparent in nature, so she could see everything that came out and flowed away. It was black and lumpy, almost appearing as if toxic sludge, poisonous to a female mind. To Luna, this was just the ultimate method of detox.

Trixie moaned and writhed in the bed as her brain was scrapped free of the harmful knowledge. Math, science, history, critical thinking abilities… all of it was thankfully cleansed from her now unburdened mind as her body began to change. As one final parting gift, the tendrils lurched before spraying off a volley of white creamy substance, giving her brain a nice soak in the substance that would soon be the girl’s entire world as they withdrew.

Just like Trixie had seen in the mirror, her own chest began to balloon outwards. Buttons from Trixie’s top shot off as the pressure within pushed more and more against the tightly wore fabric. Her new sensitive nipples grinded against her old bra as they rubbed and pushed against it, threatening to break the straps. But her growing bust wasn’t the only change taking place to her body. Her stomach grew thinner as her hips grew outwards. Her butt as well, mirrored the changes of her bust as it too expanded to a bouncy bubbly state. The tiny bit of muscle the girl had acquired in PE and sports also changed. Her arms and legs painlessly morphing until her strength was gone, replaced with a much more attractive, weakened, and smooth muscleless form.

“Aaaaah!!” Trixie exclaimed in a panic as she jolted awake in the bed. The tendrils in her ears were gone, along with most everything she had learned from CHS. But Trixie didn’t give a damn about that. Right now, her hands were busy sporadically feeling every inch of her body.

Looking down she closely inspected her new form. Her old average breasts were gone! In their place were new perky full melons that had literally burst through her top and bra as they sat proudly on her chest. A small smile appeared on Trixie’s lips, followed by a larger one and a laugh as she realize this was really happening! She gave no thought to her vice principal watching her as she flung off her ruined top and bra. She even rolled onto her back as she pulled off her skirt and panties, flinging the discarded garments off her bed where they vanished from sight. Now, completely naked, Trixie cupped the underside of her breasts, feeling their new weight and heft. They were amazing! So soft! So supple! Even the smallest touch them sent shivers of pleasure coursing through her body. On top of that, she couldn’t tell now herself, but her lips were more plush, her complexion was cleaner, even her sex was made tighter.

“You look wonderful now, Trixie,” Luna smiled proudly. Admiring her student’s new form. Exactly what a top of the line pornstar would look like before a shot.

“It… it looks beautiful. I look beautiful!” Trixie exclaimed, her voice giddy and excited. “Finally, the Great and Powerful Trixie is a solid ten! N-not that she wasn’t already. Just, more of a ten than before. And you say all of these changes are permanent?”

“That’s right,” Luna smiled.

Trixie was in a constant state of glee. The worries and woes of her future were gone completely! With this new sexy body, there was no telling how much money she could make! None of the methods she thought up, of course, required any sort of school education. But they were all fairly naughty in nature. But a part of her was growing more and more okay with that by the second. Save all that dumpy learning and smarty thoughts for the boys! Trixie was going to coast through life on her knees!

Because this was a body she would not be ashamed to be seen in lewd naked pictures! Maybe she wouldn’t even wait. She would pose for a few and send them out herself! Announce to the world she was sexy and she knew it. That she had brought sexy back! The other boys wouldn’t have any clue how to act! The very thought of which was starting to get her very very wet.

“There’s one more matter we should see to, Trixie,” Luna announced with a smile.

“What is it?” Trixie asked, still lovingly inspecting her new body.

Luna leaned in closer to Trixie’s ear as she softly whispered, “you’re trash. An insufferable little fucking cunt who needs to be raped into her fucking place…”

“W-WHAT?!” Trixie exclaimed.






“What?!?!” Seta exclaimed in the waking world as she oversaw the dream from within Luna. “Why did one of your Lunas say that?”

“What did she say?” Sunset asked to the side of the two women.

“It-..I….I don’t know!” Luna stammered, fretting over the sudden aggressive display. Though it was only a single instance of the same scenario they were playing out for all the female CHS student. “I-I’ve never seen this happen before…”

Seta watched speechlessly as similar incidents started popping up in each on the identical dream rooms. Each one housing an improved student. “Oh, sweet Celestia… I knew there was something I forgot to see to yesterday,” she exclaimed in a panic as she realized what was going on. Damn distracting Chrysalis! “Stop the dream! We have to stop the dream right now!!”

“I can’t!” Luna exclaimed. “T-the dream is self-sustaining now! The only thing that gets them out is if they reach the conclusion to it!”





“Y-you’re hurting me!” Trixie whined at the grip Luna had on her wrists, holding them away. She found herself even more unable to defend herself now, given her abundant absence of strength. “P-please, stop, Luna!”

The palm of Luna’s hand hit smack down on Trixie’s cheek, leaving a burning red handprint. Pained tears began to well up in the magicians eyes as she stared, horrified at her vice principal. A woman attacking her while maintaining a devilish wide grin. What was going through Luna’s mind?! She would have never laid a hand on one of her students!

To Trixie’s added horror, another Luna appeared next to her on the opposite side of the bed, followed by another Luna appearing at the end.

“W-w-w-what do you want with me! What is going on!?!” Trixie stuttered.

“We are going to have some fun!” one Luna said with a rather ecstatic tone. “With you!!”

“Such a sweet little thing,” another Luna spoke, idling running her fingers through the school girl’s soft blue hair. “Such a shame she’s never been raped before.”

“All girls should be raped at least once in their life… Let them know who's really in charge in this world.”

Trixie was trembling in fear now as the Lunas surrounded her. Gazing predatorily at her defenseless nude body. Her eyes darted around the room for a possible escape, but found none. The door that was once there was gone, even the walls had closed in closer so there was little more to the room than the bed.

“P-p-please… don’t,” Trixie begged as she slowly began to scoot backwards. But her plea fell on deaf ears, only seeming to increase the thrill her three cloned assailants felt.

“Goood… goood, keep begging,” A Luna cooed, “it’ll convince us eventually, I’m sure.”

All of a sudden, the Luna before Trixie began to shimmer and change. The image of her vice principal fell away, revealing the form of something else. A familiar girl that appeared to be the same age as Trixie… The same thing happened to the other two Lunas as they transformed into their true forms.

“Adagio! Sonata! Aria!?!” Trixie cried in an even greater panic. The dazzlings were back for revenge, and were focused on her!

All three of the girls were naked, without a stitch of clothing on them. On top of that, their eyes were… glowing red, all of them angry and glaring directly at her. But more alarming to Trixie was the thick fat and erect cock that jutted out between their legs. Cocks that were getting awfully close to her…

“That right, cunt.”Adagio sneered, slapping the magician across the face yet again. “And guess what, we’re the ones behind the schoolwide leak! We are the school’s Secret Admirer!”

“Y-you?” Trixie exclaimed. She could have sworn it was the boys who were the blame in that regard.

“It wasn’t the negative reaction we were hoping for,” Aria spat, thrusting her hips forward as she grinded her cock against Trixie’s check. “You dumbasses couldn’t even get that right. Fucking waste of time!”

“But that’s why we’re here!” Sonata giggled nefariously as a dozen video cameras on tripods appeared around the bed. All recording and trained directly at Trixie’s new naked body.

“Let’s see how you like the entire world seeing you put in your place!” Adagio exclaimed, without warning grasping the back of Trixie’s head and thrusting her mouth down onto her cock. The thick member pierced past her lips and slid down her throat with almost a disturbing level of ease. Trixie’s eyes went wide as she was pulled closer to the girl’s groin. In a fruitless attempt, she tried to push back against her assailant’s legs. But it was like fighting against a machine a hundred times stronger than her.

The glowing red-eyed Adagio groaned in pleasure as she felt the unwilling throat convulse and spasm around her girthy cock. She left it there for a good moment, enjoying the suspense as the magician struggled for oxygen in her lungs, but withdrew, not wanting her to pass out and miss all the fun. Instead, Trixie’s transitioned into being ruthlessly face fucked by her. Adagio making sure Trixie understood her mouth was nothing more than a mere fucktoy for her member. Aria and Sonata both vigorously stroking their own shafts as they eagerly awaited their turns. In a desperate maneuver, Trixie attempted to bite down on the invading member, only to discover it hurt her more than Adagio herself, who only moaned in pleasure.

“Here it comes,” Adagio groaned as she neared her peak. “Swallow every last drop, you bitch! This is the only thing you’re going to be drinking from now on!” The dam burst as the top of her cock exploded the satly white substance down the helpless student’s throat. Tears were streaming black mascara down Trixie’s face as her stomach was force-fed the heaping of cum, growing all too familiar with the distinct taste.

Finally, Adagio allowed her cock to pop out, grinning widely at the dazed girl. To Trixie’s utter horror, Adagio’s cock hadn’t wilted in the slightest from her orgasm. Her rapist’s fuck rod was already ready for another round!

Trixie was roughly tossed face down onto the bed, only to have her arms painfully pulled upwards and together. She found her wrists bound uncomfortably tight. Aria didn’t waste a second, pulling up Trixie’s rump, slapping Trixie’s ass several times.

“NOO! Please! Don’t-” Trixie was promptly cut off as Sonata’s cock rammed itself forward into her mouth. Aria cooed as she joined her sister, ramming forward and claiming the student’s pussy.

“HA! So fucking tight. Glad we got to ruin this cunt’s cunt before her boyfriend could!” Aria sneered.

“We’re going to knock-you-up!~” Sonata hummed gleefully as she piston-thrust away at Trixie’s mouth. “Rape baby! Rape baby!”

“And the whole world is going to see it,” Adagio whispered, bending over and leaning in closely to the spit roasted girl. “What man is going to want you after this, hmmm?” Her hand reached forward and grasped one of the backwards and forward swinging, almost bovine-like tits on Trixie’s chest, squeezing like she was trying to pop it. “If only you paid us the proper respect we deserved, bitch. Then you wouldn’t be in this position.”

Sonata pulled her saliva-caked cock free of Trixie’s mouth for a moment, holding the magician's head aloft by a handful grip of her hair.

“I’M SORRY!!! I’m soo sorry for what I did!!! PLEASE just let me go!!!” Trixie cried as an endless stream of tears washed over her cheeks.

But… her apology didn’t do a thing to persuade her attackers to stop… rather, quite the opposite. She could feel Aria’s cock twitch and pulse as it grew larger inside her pussy. With wide eyes she even watched as Sonata’s already towering rod grew longer and wider.

“N-NO! Please!!” Trixie screamed, clamping her mouth shut in an attempt to stop the cock’s re-entry. But a single finger from Adagio’s hand was all it took to pry open her jaw like she wasn’t even desperately trying to hold it closed. Sonata’s cock then happily slid back in, now pushing even deeper into her throat as Trixie struggled to breathe.





“This is bad! This is really really bad!” Seta fretted, grabbing handful of her hair. These siren girls… they had somehow overtaken Luna’s dreams with the raw power of their emotions alone! They had inserted copies of themselves in all the rooms and were raping every girl! All she and Luna could do was watch as beautiful human after human was ganged raped by the same merciless trio at the same time! It may have just been a dream, but to the students in the moment, it was all real!

Octavia was in a panicked bind, trapped between three strong and ruthless sirens, all with cocks lodged inside a seperate one of her holes. Roseluck fared no better as Adagio and Sonata clones were double-penetrating her ass, wanting to scream in pain but only causing pleasurable vibrations over Aria’s cock lodged down her throat. Mystery Mint’s newly enlarged tits were being taken to town as the ruthless sirens played with them hard enough to leave plenty of marks. Between them all, and her pleas, they had all came over a dozen times, and were nowhere near even stopping. Baton Switch’s entire body was held together by a uncomfortable suit of bondage, that held her still while keeping her privates exposed at an ideal level. The sirens were taking turns emptying their endless supply of cum into her womb while licking away her tears. There was no doubt on her mind that she wasn’t already knocked up. Sweet Leaves recently slimmed-down body now appeared bloated from the sheer amount of cum the sirens pumped inside her womb, ass, and stomach. Cum that flowed in only one direction and never leaked out. She felt as though she was about to pop!

“What can we do to stop this?!” Seta frantically asked. “The dream wasn’t designed to end like this! It could continue until everyone of them are broken in mind!”

“I-I don’t know!” Luna exclaimed. “These are nightmare aberrations! I’ve never seen this type of power before… I fear we cannot enter the dream ourselves, as they’ll just do the same to us and we’ll be trapped as well!

“I….I think I can help!” Sunset exclaimed suddenly.

“You, Sunset?” Luna asked. “I admire your courage, but I must ask what you could possibly do to help in this situation?”

“I know these girls, these rapists… If I enter the dream again, can you transmit my voice to all of the students?”

“Yes… we could do that…” Luna spoke as she thought it over. “Though, for your sake, we do hope you have more planned than a few comforting words. Once you are in there, it won’t be long before you’re in the same situation as the rest of your class.”

“It’ll be worth it. Trust me… I’ve been in this situation before. And I know exactly what these siren bitches want with us…” Sunset grimaced as she ran to the nearest bed.






Sunset didn’t see how, nor did she recall falling asleep, but she suddenly found herself in the same room. A dimly lit room little bigger than the bed in the center of it.

“Sunset Shimmer…” A low, almost predatory voice called out from behind. Sunset whirled around, only to see a backhand to her face, sending her spiralling down onto the bed behind her. “Oh, we’ve been waiting for you to show up…” Adagio grinned wickedly. Her eyes glowing ever red as Sonata and Aria materialized to her sides, cracking their knuckles.

“Thought you chickened out,” Aria sneered. “But we should have known such a slut like you wouldn’t be willing to miss out on being raped for hours on end!”

“Ever wonder what it’s like to be a mind-broken slut!? You’re about to find out!” Sonata giggled. “Slowly!”

“L-listen to me, girls! All of you!” Sunset’s trembling voice spoke out, though not to the sirens in front of her, but rather to every other girl occupying the dream. She could feel her voice carrying through the realm, passing over all the occupants. “You can’t let them win like this! We’re stronger than they think! We are better than this!”

Trixie’s dull defeated eyes instantly perked up upon hearing a friendly voice. The siren’s laying their fifth claim to her womanhood seemed to be oblivious to it. “S-s-s-sunset? Is that you?” Trixie muttered weakly. Her ass jiggled as Sonata played it like a set of drums.

“A siren’s p-powers, even any rapist’s powers, comes from the negative emotions they inflict upon their victims! Don’t let them feed on it!” Sunset cried. “Stop fighting them and just enjoy it! Let them have their way with your body! Savor everything their cocks pump out!”

“Cram it, you dumb cunt!” Aria yelled, forcing Sunset to bend over onto her lap. Her hand came slamming down onto Sunset’s ass. A loud spank that made impact with a resounding slap.

But rather than those delicious tears of pain, Sunset instead gave a deep lustful moan in response. “Ahhhhh… harder... ” Sunset groaned, wiggling her ass in the direction of the three sirens. All of which seemed to glare at her, enraged as all hell.

Trixie, along with the other CHS girls listening in all perked up to the sound of Sunset’s voice. At their darkest hour, it was like music to their ears. To them, Sunset’s words almost made perfect sense. The easiest way to stop themselves from being raped… was to simply enjoy it! All they had to do was consent! You can’t rape the willing, after all!

“Mmmmmm,” Trixie moaned out loud as Aria filled her already jam-packed womb with another helping of its virile cum. “That’s right, girls! Fill me up!! Pump the Seductive and Sexy Trixie’s cunt full of your delicious love juice!”A spank landed down on her ass, but this time, Trixie taught herself to find pleasure in the pain. It served as no small help to see the once collected sirens put off their game.

Why had Trixie been so afraid of a bunch of cocks anyway? After the recent improvements to her body, she was more equipped than ever to handle a few dicks! It was her calling!

A glaring Sonata rammed her member back down Trixie’s throat, attempting to shut her up like she had wanted to do everyday she had been at that school, only to find the magician to be moaning around her cock. Running her tongue along the underside of her shaft as her soft hand gentle caressed her swaying balls. Trixie’s eyes met the siren’s glowing ones with a challenging stare that begged for more.

In a panic now, Aria and Adagio both took position and rammed their twin cocks simultaneously into Trixie’s cunt, hoping to derive a good deal of discomfort and tears from the helpless girl as they attempted to split her in two with their thrusts.

But Trixie found Sunset’s words to ring true. She had just been too afraid before! Now, her new body took their cocks like a champ. Her walls clamped down, creating an unbearably tight passage on the two invading pieces of meat. Milking them for everything they were worth as they thrust inside her perfect slippery walls. It actually felt… good! Really really good! Why had she not done this before?! Forget all that magician nonsense!

“C-crap! This is bad!!!” Adagio finally admitted. Aria and Sonata’s panicked expressions seemingly were all too eager to agree. Aria and Adagio pulled out and jumped off the bed before Trixie could coax their cocks into finishing inside her. But Trixie was on them before they could get away.

She grasped at the bases of their cocks with both hands, now seemingly the one with impossible levels of strength. The magician gave a sultry grin to the sirens as she eagerly gave them both a loving handjob. She even smiled as she happily took Sonata’s cock back into her mouth.

“N-NO! STOP!” Adagio screamed in delicious irony through her own pleasurable moans. But her cries only served to increase Trixie’s pace. She had all three of these siren cunts in a bind now. Now it was Trixie’s turn to soak in their fear. She gave an almost innocent, adorable look upwards from the bed as she bobbed her head along Sonata’s cock. Her two hands working handjobs on Aria and Adagio’s members. From the looks on the sirens’ faces, their bodies were betraying them as well. The logical parts of their mind screamed at them to escape, but the more powerful lusty calling in their bodies urged them to cum as it told them to stay put and enjoy it, caring not of the consequences. All three of them trembled in a mixture of fear and pleasure as a giggling naughty Trixie increased the tempo on their meat.

“NOOoooo!” Sonata cried first, unable to hold off the crashing wave anymore from Trixie’s magical mouthwork. Her balls churned and emptied every last drop of cum into the student’s waiting throat. Each rope was eagerly swallowed down and savored, with much glee, seeing the discomfort it caused Sonata. The cum itself, was actually somehow rather tasty now! Apparently all she needed was the right mindset!

Aria and Adagio cried out in unison next, as Trixie’s two hands coaxed them into the strongest reluctant orgasm of their lives. The tips of their cocks pulsed and throbbed several times before erupting. The cum shot out, not in sloppy ropes, but in a steady lasting stream! Trixie, still slightly occupied swallowing down every drop Sonata’s cock was unloading into her mouth, angled and pumped away at the dual cocks, making sure the stream of cum hosed down her entire body. Her new massive tits, her face, her slim stomach, her wide hips, her sex, even her thighs, all of them were drenched in the downpour of siren seed. The front of Trixie’s body was more covered in the sticky sperm than not. Her bust appeared as two twin snow-covered mountain tops.

The torrent of cum, a climax that had lasted well over a full minute itself, came to a satisfying end. Once every drop of sperm was milked out by Trixie’s hands and mouth, she released the sirens from her lustful grasp. The three girls panicked slightly as they inspected their bodies. Then, in a screaming display, they were vanquished in a magical implosion.

“Hehehe… that’ll teach those sluts to mess with me!” Trixie giggled nefariously, though keeping her movements to a minimum. Not wanting the tasty treat the sirens had left behind to go anyway. Her dainty fingers were already hard at work scooping the salty substance from every spot on her soaked body before inserting the soaked digits into her mouth and sucking them clean.

All Trixie could do was lay back into her bed and relax. Closing her eyes as she came to the single conclusion she had never been so sure of in her entire life. This was her true calling in life! Having sex all the time!

“Ha… goodbye CHS! Don’t need you anymore,” Trixie said with a wide grin. Already making imaginary plans of how she would drop out of school in style.

Then, she too disappeared from the dream realm.





“She did it! She actually did it!!!” Seta squealed with glee as the dream was cleansed. Siren trios in every room were being defeated, once again, by the female students of Canterlot High School. In a rather humiliating display she might add. The rapists had the tables turned on them and were being forced to endure orgasm after orgasm at the hands of perhaps some of the best-looking and equipped bodies to handle a cock! Each time the sirens came, bringing more pleasure and enjoyment to their ‘victims’, their powers weakened until they were ultimately banished from the dream realm altogether!

“And all it took was a little enjoyment of cock!” Luna added, embracing Seta lovingly as the two women’s breasts mashed up against each other. “The changelings are smarter than I gave them credit for! I knew loving cock was the solution to almost all of a woman’s woes like they had said, but I did not expect it to ring true here again!”

“It seems that way. Not only did Sunset fix the dream, but she also managed to impart a rather good life lesson on all of her classmates,” Seta gleamed. “They should be finally waking up in the real world beds now. They’ll probably be eager to stretch out their tired bones before their bonding. Ahhhhhhh,” she chuckled as she shook her head, the weight of the world having be lifted off her shoulders in a few tense minutes. It was an odd feeling to say the least. Going from deathly worried to incredibly horny. She owed Sunset for this one, big time. “In the meantime...” she added with a slight pause, “I best have a little chat with those three Secret Admirer girls who caused so much trouble in our dream…”

“You do that,” Luna replied sternly. “Then go inform Chrysalis of what happened. I’ll see to Sunset awaking. I’m sure they’ll both be happy to learn of the plan’s success.” The two women nodded to each other before going their separate ways. This would not be the last time they would be working together, that was certain.

Luna waited until Seta was gone before giving one last joyful jump in the air. It was a happy day after all! They had gathered all the proof they needed that humans belonged in Equestria! They were so very much driven by sex! For her and everybody else, that meant more friends, more women to lay with, more mysteries of the flesh to unravel! With that matter of celebration settled, she took a deep calming breath as she collected herself before approaching the bed where Sunset lay.

“Odd…” the alicorn slowly remarked, her smile slowly dimming down slightly, seeing that the naked mare was still motionless. She lit up her horn briefly, checking the dream realm once more. Sure enough, Sunset was no longer present in it, so she certainly wasn’t asleep anymore. “Sunset? Sunset, can you hear me?” Luna spoke, gently shaking the unicorn’s shoulder. Softly at first but then more rigorously. Nothing. Sunset didn’t stir in the slightest. Luna had to bite her lips as she briefly became distracted watching Sunset’s jiggling tits that swung so well from her chest as the result of her push on her body. “Not now… Luna,” Luna groaned in disappointment as she suppressed her female urges. No small feat of strength for her gender these days. Truly, alicorn fortitude was something of a marvel. “Later!” Upon feeling Sunset’s forehead, she felt almost, cold… Luna took a fearful step back away.

What was going on with Sunset Shimmer?!
> Change of Plans
> --------------------------------------------------------------------------

“H-Hello?” Sunset called out, even though no one was around her. “Is anyone there?” No answer…. “Luna? Seta!? I’m ready to be woken up now! Hellloooooo?!”

She waited and waited, but nothing happened…

“What is going on?” Sunset asked to no one in particular. Looking around, it appeared as though she was in the halls of Canterlot High. Except it looked nothing like the dream realm Luna had designed from the memories Seta had extracted from the humans. The halls were dusty, dark, unlit, empty, and barren. The cobwebs coating the walls suggested that it was as if no one had been in them for years. Looking down at her naked body it was easy to discern that she was still a unicorn, so she couldn’t have been in the real human world… right? Even so, Sunset was faced with an ever-increasing sense of confusion.

Walking over to to exit, Sunset pushed open the metal doors. That’s when she saw it. This was the human world… but something was terribly wrong.

The sky was red. Beat red. The light it cast down onto the town below bathed it in such a hue that Sunset couldn’t tell if it was night or day. The surrounding buildings that were next to CHS appeared as if the town itself had been abandoned. There were no cars driving the street, no people walking on the sidewalks, even the stores looked deserted, boarded up, and dead, as if a zombie apocalypse had rolled on through. Drawing her eyes downward, she saw something far more alarming.

Sunset screamed in genuine terror now, her foot having unknowingly walked into a body while she was distracted by the sky. It wasn’t just a body though…

It was a corpse… A male, someone older who Sunset had never seen before. But, to her surprise, her foot didn’t actually make contact with him, but rather phased right through like she was a ghost. That’s when Sunset’s heart really took off.

There were corpses everywhere! All of them men, cold, and lifeless, all of them somehow without a scratch on their bodies. Yet, looks of horror were etched onto their features. As if they knew of their impending deaths far in advance before it actually happened.

“W-w-w-what is going on?!” Sunset panted, wanting to escape from this nightmare. She hadn’t the faintest idea why her school was littered with dead bodies and something told her she didn’t want to know why!

“AAAAAAA!!! It’s here!!”

Sunset heard someone, a woman, scream at the top of their lungs a good distance away. She looked around, trying to find the source of the sound, perhaps see what was going on. Only then, as if to convince her what a bad idea that would be, gunshots rang out. A lot of gunshots. Multiple firearms were discharging at the same time, and Sunset could only assume, at the same target.

As soon as they started, the gunfire ceased, all at the same time. The screams of the women, however, only increased in volume. But then, the volume drowned out, as if the women were being taken away.

“Lu-Luna? Is this your idea of a joke?! It’s not funny!! P-please let me out of this nightmare!!” Sunset exclaimed into the empty corpse-strewn field as she clamped her eyes shut in fear. No answer again.

When Sunset opened her eyes, however, she noticed she was no longer at CHS. She was in… some sort of factory. A facility for animals. Or, at least, animals was one way to put it.

Before her Sunset saw Timber, counselor no longer of Camp Everfree. He was completely naked and suspended from the roof above. He hung downwards, his arms, legs, and stomach held firmly in place in the shape of an X. Naturally, Sunset’s eyes almost instantly locked onto the tube shaped device that was locked around Timber’s downward facing and erect manhood. The inner part of the device was seemingly moving back and forth in a smooth sucking motion, milking Timber’s cock as a transparent hose attached to the end of it funneled the expelled cum through a tube and downwards, out of sight. Timber was trapped in his hanging position, unable to escape groaning to the infuriating pleasure his cock was being provided. He had lost count how many times he had came a week ago, now, all his broken mind could do was focus on the constant stream of raunchy illegal porn a screen below him played as his magically-induced balls prepared the next batch to be harvested. And Timber wasn’t the only one... There was a massive line of similarly trapped guys, quite attractive ones at that, as far as Sunset’s eyes could see in each direction. All locked into place with the same device endlessly milking away at their junk. Whoever had done this to them obviously didn’t see them as human, but rather, as cattle to be... harvested!

“Timber? Timber?!!” Sunset cried out to her friend. “What is going on here? What’s happening!?” But it appeared as though Timber couldn’t hear her. She wasn’t even there.

Sunset had moved. She wasn’t on that level of the factory anymore. She had sunken lower. To her dismay, she found only more familiar faces.

Gloriosa Daisy, Sour Sweet, Sunny Flare, Sugar Coat, Lemon Zest, Indigo Gap, and countless other girls from Crystal Prep and schools beyond from other parts of the world. They were all locked into a conveyor belt, completely naked. Their breasts were enlarged to ungodly proportions and even leaking as if they had been recently milked. Their arms and legs were… missing. Replaced only by smooth stumps of their once-present limbs. Their eyes were hazy, unfocused, almost lifeless. And the smell, sweet Celestia, the smell! One by one the girls moved on the conveyor belt with a buzz. A phallic-tipped tube mechanically pushed toward, to where Gloriosa’s cunt lay strapped in front of. The cock-shaped tip easily parted her walls as it slid inside, going as deep as it could go into her womb before stopping. A white fluid started to come. It was a mixture of cum, milked fresh from Timber and all the other countless guys trapped upstairs. The torrent of semen exitted the phallic dildo as it was injected straight into Gloriosa’s fertile womb. The woman moaned and writhed in her restraint as her stomach was pumped more and more beyond capacity. Her tummy bulged outwards as her insides were packed with nothing but liquid cum. As the torrent of seed ceased, she appeared as if she were nine months pregnant. Then, the dildo lodged within her began to buzz and hum erratically. Gloriosa squealed and wiggled again like a pig as her tongue flew out of her mouth. Empty limbs flailing in the air. Her eyes rolled into the back of her head as her body delivered a massive rolling orgasm, her tight walls milking the last bit of the cum concoction into her fertile womb, which was more than certainly doomed to insemination in the coming hours.

The dildo then mechanically slid out of her cunt, its job completed. Not a single drip of the white substance flowed outwards, seemingly trapped inside the woman. Then, the conveyor belt hummed and whirled, as all the girls strapped into it moved one position down. The limbless and mentally broken Sour Sweet’s shaven cunt aligned next with the dildo as it slowly began to extend outwards again to repeat the entire process until everyone female present was knocked up and expecting. They weren’t even human anymore… They were just pieces of meat. Meant to serve the whims of their captors.

It was then the door at the end of the factory hall burst open. Several armed soldiers came funneling inside. Staring with the same horror Sunset held at the machinery and what it was doing to these disfigured women. But no sooner did they step a single foot inside, did they collapse onto the floor. One by one in rapid succession, with the same look of horror etched on their features.

Sunset, scared out of her mind, had a front row seat to everything. She could only see it in their eyes what happened. Quite literal. It was a miniature explosion, magical in nature, originating at the dead center of their brains… These men, men who were attempting to rescue the broken human sex prisoners being held here… they were all dead before they even hit the ground! Their bodies would be thrown outside to join all the rest in a rotting pile.

The the distinctive sound of a hissing changeling was heard, before it chuckled to itself. It disappeared into the rafters before Sunset could set her eyes on it. Changelings, Sunset thought. Th-they are the ones responsible for this!! It can’t be!

Then…. everything was gone. All of it. The vision had ended and Sunset found herself in a black empty void. Alone, scared, and afraid. She so wished that this nightmare would just end.

“The passage of fate has dictated it so…”

Sunset jumped in surprise to the sound of the voice. It wasn’t Luna’s, or Seta’s, Chrysalis’s, or even Twilight’s! All Sunset could tell was that it was a female. A voice that echoed and reverbaited as it rang through her ears.

“H-hello?” Sunset called out. “Who is speaking? W-why did you show me all of these horrific nightmares?!”

“A world yet to come. Unavoidable. Imminent on this present path...”

Sunset shivered, having the distinct fear that the things she saw were far more than a fake nightmare that was just in her head. “A-a-are you saying… this is the… what’s going to happen to the human world?” Sunset felt two soft comforting hands place themselves upon her shoulders from behind. But when she whirled around to see who, no one was there.

“All that exists is interconnected. Time will only flow towards the inevitable unimpeded….. Bring its end...”

“H-how?” Sunset spoke.

“You will... You know.”

The school girl gave a deep gulp. Nodding her head slowly. “Chrysalis isn’t going to be happy…” The same ghostly presence was felt behind her. This time whispering one last message into her ear.








Sunset’s eyes slammed open as she jumped upwards from her bed.

“Sunset!” Luna cried, jumping over to her side. “There you are! We were worried something had happened to you!”

“W-w-what’s going on? What’s happened?” Sunset frantically spoke. Her voice full of panic. Luna took a worried step back from the unicorn, not having expected this reaction from the girl.

“You fixed the dream, Ms. Shimmer....” Luna spoke worriedly. “ Do you not remember? You saved all of your friends from a rather unfortunate fate at the hands of those sirens.” Sunset did not seem the least bit overjoyed upon hearing the good news. “A-are you alright?”

“Where are Chrysalis and the others?!”

“T-the others? They’re gathered in the portal room in the library with the others of their hive,” Luna spoke cautiously. “They heard of our success and are already planning their extended campaign into the human world so that they may acquire additional girls and boys. That is, once Twilight adjusts the portal so that it allows them to retain usage of their magic after crossing through to the other side…”

“Crap!” Sunset cried as she jumped out of the bed and off into the crystal halls.

“Is… is that a bad thing?” Luna pondered as she watched Sunset sprint off towards the Friendship Castle’s library.





“Heh…. alright, I think I’ve almost got it!” Twilight announced proudly. The alicorn wiping off the sparkling black grease coating her hands with a rag as she stood up from behind the, once again, active and humming mirror portal to the human world. “It’s old and ancient magic, but not without sense! I just need to adjust a few magical transistors, realign the flux-capacitor, and augment the crystalline gemstones to the typical three by five setup, but I’m starting to think it’ll definitely be possible for us to bring over our magic into the human world!”

“Ummmm… excellent. That’s wonderful news, Twilight,” Chrysalis smiled with a proud grin, petting her favorite alicorn tenderly on the head.

“Thanks. Though, I have to admit, hehe, it’s times like this that make me wonder what things would be like if I was born a stallion! I’m sure I could have figured this portal out in half the time!”

“Oh, much faster, without a doubt” Chrysalis added, “but then you wouldn’t be nearly as much adorable fun in the sheets!” She gave an adorable boop on the nose of the giggling alicorn. Twilight was a rare case, seeing as she still had the knowledge and learnings of the pre-changeling world. While not ideal to a changelings’ teachings, everyone figured it would be best if she continued to use her talents in such a manner to benefit Equestria and its interests, not wanting them to go to waste just to send a message. Twilight always admired them for that. But everyone, including Twilight, knew that she would be one of the last mares to ever acquire such knowledge. “Now, off with you,” Chrysalis shooed, pushing the naked alicorn away on the rump. “You’ve earned yourself a break. I don’t want you overstressing that fragile mind of yours after all.”

Twilight smiled and nodded, flying out of the room to go find Spike and Starlight elsewhere in the castle, knowing full well that Chrysalis just wanted another private moment to address her hive and rally the troops. With her gone, the changeling queen turned back to her hive members that had amassed in a crowd in front of the portal.

She had everything she hoped for! Seta’s and Luna’s experiment had worked! Proving just how similar and horny these human women were, just like their pony conterparts. The males, on the other hand, seemed all to willing to try out changeling ideals as well. As bad as the female taint had managed to corrupt their minds, most of them were willing to fuck their female classmates senseless, given the right opportunity and setting, which would be easy enough to give. All that was left to do now was to acquire more to join in the fun...

“We’ll start with the schools,” Chrysalis announced proudly, as if a large burden had been lifted from her shoulders. “These foolish humans have unknowingly done us a great service by gathering up all of their youngest, most attractive, and able bodied individuals in one place for us! With our ample supply of magic, all we need is scoop them out in mass. Strip them nude then funnel them through the portal in single file where we can safely break them in once they are secure here. And, heheh, if any of their friends or families happen to have a problem with us taking these students, they will be free to travel through the portal and file a complaint with us directly...”

A resounding chuckle was heard emanating from the changelings of Chrysalis’s hive. Even Seta, now proudly standing with her new family and next to a proud Tylus, gave a light giggle.

“But what about their system of government?” One changeling asked. “Should we not throw them into disarray to hamper any collected efforts they might take to stop our abductions?”

“There’s no need,” Chrysalis said. “It seems like someone else already saw to that long before my visit. At least from what I was able to learn during my time there. But, it would not hurt to scatter the local masses some… Hmmmm... Perhaps we can attack their power lines and infrastructure. From what Sunset has told me, the humans have grown almost entirely dependant on their power. Ridding them of it would drastically cripple their defensive capabilities and communications, among other things. In fact, it would likely throw their world into a state of chaos. During which time, no one is going to notice, or care, if a few high schools go missing of their all students…” Chrysalis laughed as her legs struggled to steady herself. The obvious signs of arousal were welling up inside her. Discussing plans for domination and toppling empires tended to have that effect on her. It wouldn’t be long until she was forced to find a cock to service her needs. But she beared through it for now. “Seta! Front and center!”

“Y-Yes! What is it?” Seta asked, being pushed forward to the front of the crowd as she faced her new intimating queen.

“Excellent work with the human girls, dear. I knew you would make a fine addition to our little family…”

Surprised tears of joy began to well up in Seta’s eyes. “T-t-t-t-hank you!!!!” she exclaimed. Not the reaction Chrysalis had been expecting. For the first time in her life, she had earned the approval of a motherly figure. She clambered to desperately embrace the changeling queen as she sobbed uncontrollable tears of happiness. The changeling drones, however, looked on rather interested at the sight of the changeling woman on woman love. Well… love from one side at least. Chrysalis was rather annoyedly pushing the changeling’s snake-like hug off her midsection.

“Yes, yes. Save it for your man, slut,” Chrysalis huffed. “Focus! Your work is far from done here.”

“O-of course,” Seta said as she dried her tears. “What do you need me to do? I’m yours to command.”

“The humans, unlike any other of the other species of creatures in Equestra have the advantage of sheer numbers. That’s the best thing about them! There are quite literally billionsof them just waiting to be plucked up and stolen away. So, given our limited space, we as a nation are in no position of begging when it comes to who we invite into Equestria. For once, we can afford to be choosers.” She turned to her men as she addressed them with her instructions. “Leave behind any and all humans that would classify as ugly or unsightly. Old farts, fatties, the physically impaired... Humans that you would not want to see naked even if they were willing! Whatever. Let’s not waste our magic fixing up the bodies of some lost causes. Use your best judgement. Now you, Seta,” Chrysalis continued, turning around, “will have the honor of filtering out the assholes from the lot. Peer into the minds of all who enter our world. If you even suspect they hold the slightest bits of Applelosian levels of jerkishness or rapeyness, toss them back through! And… maybe given them a case of crippling depression while you are at it. We don’t need any rowdy bunches abusing the women we are about to obtain. They can fester like the rats they are with the scraps of their world they will be left with while we reap the best of their kind.”

“I… that-that actually sounds like a quite a bit of wok for my magic…” Seta said, the daunting word “billions” was still floating through her head. Such a thing could take years of straight work to check every single incoming human. But, she was soon met with the all too familiar glaring, disapproving look from a changeling queen. “I-I didn’t finish! It’s a lot of work, but I’ll do it anyway! I won’t let you down, my queen!”

“Perfect,” Chrysalis cooed, patting the female changeling on the head. She knew she had made the right choice with this one. “Now, regarding my plan for dealing with this world’s male military forces… Our magical strength should render us impervious to any sort of harm they could possibly dish out, but still, it doesn’t hurt to send a few messages...”


Elsewhere in the library though, as Chrysalis rallied her troops, distracted, Sunset stomped into the room. She cared not for the mass of drones, but only glared dead set on the magical mirror portal at the back as she slowly marched towards it.

How could I have messed up this badly? I-I was so caught up in the lust… the thought of having sex with all my friends... the calling of pleasure… I never even stopped to consider the consequences of handing over our world to these creatures on a silver platter!! I guess… it’s true what they say about us women… We really are as dumb as farm animals…

“And then we’ll have the applesauce just fly everywhere!” Chrysalis announced as she concluded her genius plan to a rousing applause from her underlings. Yet… out of the corner of her eye, she caught the glimpse of what appeared to be one of the library’s massive ceiling-high bookshelves glowing a light cyan with sparkles of magic. She wondered why, for a moment, only then, it was too late.





WHAM!!






A thunderous slam echoed through the entire castle, sending rippling shockwaves to every pony in every room as the library as the bookshelf came toppling over…

Directly on top of the mirror portal.

The occupants in the room were stunned silent as the portal was buried in an instant underneath the massive structure of crystal and books. Throughout the thunder, the mirror was heard fracturing and breaking into a million pieces, the gateway to the other world, dissipated and vanished. Even the magical instruments holding it open were destroyed far beyond repair under a literal ton of weight.

When the commotion and dust cleared, there was only Sunset Shimmer standing before it, the perpetrator of this crime. She sighed with contentment before turning and staring defiantly at the mass of speechless changelings.

The room was silent for just a moment longer. Then, a buzzing pair of royal changeling wings were heard first, racing past the drones at the speed of sound. Chrysalis’s teeth were bared, her gaze spelling death as she lunged for Sunset, fully intending to use every last ounce of the unimaginable strength in her arm to killthe unicorn before her.

Sunset closed her eyes as she awaited her fate. She knew this would happen, that going against the changelings like this almost certainly meant her death. But this was bigger than herself… After the mistakes she had made, this was no time to be selfish.

But then… nothing happened. Either Chrysalis had delivered a fatal punch so quickly her brain wasn’t allowed ample time to register the slightest bit of pain from the attack, or…

Sunset slowly cracked open her eyes. Chrysalis’s balled-up fist was there, mere inches away from her nose, but unmoving... frozen in place! It appeared as though Chrysalis was as confused as Sunset was as to why.

“W-W-w-what is going ON!” Chrysalis yelled, seemingly struggling against a powerful unseen force that prevented her from hitting this unicorn mare and delivering her into sweet, sweet oblivion. Behind her though, in the crowd of her underlings, was Seta. Her horn glowing a soft pink as she struggled through her magic. Chrysalis felt her anger dissipate, as if she was forgiving the unicorn in an instant. No… that was stupid! She was still mad at this bitch for what she did! She had to die!!!!

Chrysalis tried to push her fist forward again before her anger could vanish, but found her body was still locked up, no amount of her strength was able to move it. Realizing she was at a standstill, the queen gave a fierce glare at the soon-to-be dead unicorn. The hateful hissing her loyal drones were already giving as they appeared ready to strike also suggested they were out for her blood.

“Do you even realize the extent of what you’ve done!?! Billions… billions of lives you’ve just sentenced to a fate worse than death!”

“Y-y-you’re wrong, Chrysalis… I-I saved them,” Sunset whimpered, no fool to the danger she was in. Seta appeared as though she was struggling to maintain control over Chrysalis’s fury, all while a speechless Tylus looked between her and his queen. Fully realizing what Seta had managed to do with Chrysalis’s mind. “I saw what happens! I know about the factories you have planned for them!!”

“Are those your last words?!” Chrysalis growled as she continually struggled to break free. “Babbling nonsense?!”

“Chrysalis! Stop!” Seta frantically urged as she held the queen at bay. “Sunset wouldn’t have destroyed the portal like that without a good reason! Hear her out!!”

“Or what?! What reason could this dumb bitch have that could possibly justify cutting off billions of humans for us! Humans that’ll never know the wonders of what we have to share with them!!”

“She told me to do it… to stop the dream I had from coming true…” Sunset replied.

“Who is ‘she’?!” Chrysalis spat.

“She said her name was... Chrona…”

The commotion in the room came to silence in an instant. Complete, dead silence. So quiet one could hear the still idly falling book pages from the toppled bookshelf. Chrysalis’s eyes darted back and forth as she considered the facts. There was no way Sunset would have known about that name unless she was the real deal. Seta released Chrysalis from her mind magic, knowing too what it meant.

“FUCK!!” Chrysalis screamed in the utmost frustration, landing a mighty kick to the fallen bookshelf that sent it upwards and away. Landing with another resounding thud as books flew everywhere again.

Sunset watched in total bewilderment as Chrysalis fumed past her, having gone from trying to kill her to ignoring her existence. Without another word, the changeling queen marched out of the library, seeking to find the next man she set her eyes upon to take out her anger and frustration on. Even Chrysalis’s drones scratched their heads awkwardly. Others threw their hands in the air in defeat. Their dream of conquering the human world was now, for all intents and purposes, dead. They too left the library, looking to attend to whatever matters they were seeing to before their queen called them.

With the rest of the drones vacated from the room, Seta rushed over to Sunset’s side.

“Are you alright?” Seta asked, frantically looking over the unicorn’s naked body for an signs of injury.

“Y-yeah. I’m fine,” Sunset breathed a long held sigh of relief as she collapsed to her knees on the floor. “Gods above, my heart is beating out of control though… I did not think I was going to get away with that. Thanks… Seta.”

“Heh… I know I said I owe you one, but I didn’t think I’d be paying you back so quickly,” Seta giggled. “Next time, warn me when you plan on pulling something like that!”

“B-but what just happened? Why did they all just… give up like that?” Sunset asked, noting the changeling’s odd reaction. “All after I said that name... Guess I should have opened with that. But I wasn’t exactly expecting Chrysalis to see reason to someone tell her to stop her plans... And who is this “Chrona” person?”

“Her? She’s Nexia’s and Chrysalis’s eldest queen sister,” Seta said as she helped Sunset up the her feet. “Or, how they hate to refer to her as: the most powerful changeling in the world...”
> Breaking the Humans
> --------------------------------------------------------------------------

“Chrysalis… you in here, babe?” Shining Armor called out as he peeked inside his slave’s chambers. The curtains were drawn over the windows, casting the room into a depressed darkness.

“Mmmmgrfflllzppp…” A dispirited changeling answered back from underneath a mountain of blankets.

“The others told me what happened with the mirror portal… I’m sorry, girl… I know how you feel. But you can’t just stay in your room moping like a mare all day,” Shining Armor sighed, as he opened the curtains. A harsh hissing sound was heard as the queen reacted to the bright light. Using his magic, the unicorn yanked the blankets off the bed, revealing the naked-as-always backside of the changeling queen. He took a seat on the bed next to her before placing a comforting hand on her ass. Like any decent slave owner in Equestria, he was responsible for his slave’s wellbeing, including her physical and mental. “So what if the human world slipped away? There’s still plenty of more fish in the sea.”

“But I wanted the whole sea…” Chrysalis grumbled sadly.

“Well, you still have some humans here! And… ummmm… they seem kind of cool! They even called me a ‘chill bro’, I have no idea what that even means, heh, but it seems like we’re already getting along well! They seemed pretty ‘down’ with what we told them to do.” Shining beamed proudly at his latest diplomatic achievement, before coming to a pause. “Except… the portal to their world is destroyed now, which means none of them are going to be able to go back home! Sweet, Celestia… I hadn’t thought of that… A-and I-I-I don’t know how well they are going to deal with the portal thing! O-oh man, t-they are going to be so freaking mad!! I thought we were set to become best friends… but now they are just going to hate me!!!”





“Sister? Master? You two in here?” Cadance called out as she peeked into Shining’s slave chambers. The curtains were drawn over the windows, casting the room into a depressed darkness.

“Mmmmgrfflllzppp…”

“Hmmgggllrrrgggg…”

Two voices answered back in unison from underneath a mountain of blankets.

“Oh for goodness’ sake!” Cadance sighed with an annoyed roll of her eyes, using her magic to yank off the blanket on the bed to reveal Shining Armor had taken a similar face down position on the bed next to the changeling queen. “I expected this kind of behavior from one of my own gender… but from a stallion?!” Cadance huffed, picking up her depressed husband with her magic. His moping body hung limply in the air as the alicorn levitated him out the door. “Twilight!”

“Yes?” The lavender alicorn asked as she was tossed the pouting stallion whom she caught with her own magic.

“Take Starlight, go into town, grab a few lucky sluts from the pound, and see if you girls can help get him out of his sour mood! Shining usually loves knocking up a few mares.”

“Aaaaa!!” Starlight exclaimed in a panic as Twilight’s magic enveloped her and carried her away, along with Shining in the wake of the flying purple blur.

Cadance sighed again as she watched the group depart before turning back to the still prone Chrysalis.

“The humans we have are still waiting for our guidance…” Cadance said. “Shining said he could see it in their eyes too. Their lust for their female classmates. Isn’t that something you want them to explore, Chrysalis? Hmmmm?” But Chrysalis just groaned again, not moving from her sunken position. “Cooommmeee onnnnnn, sister. Cheer up!” the alicorn pleaded as she jump on the bed. Laying down atop of the queen herself. Perhaps the feeling of breasts grinding into her backside would help. She sensually rubbed her bust up and down along her spine. “Just imagine all those bookworm sluts you picked up from their world… Renouncing their meaningless studies and rights before donning a slave collar… How happy they’ll be with a thick throbbing piece of meat lodged between their legs… Frying their brains with unimaginable pleasure…” Cadance’s hands squeezed themselves between Chrysalis’s frontside and the sheets. One hand taking an ample black breast into it as it aggressively started to play, while the other hand snaked between the changeling’s legs to finger her folds. The alicorn gave a slight smirk upon feeling that Chrysalis was still wet. She was always wet, there probably wasn’t a moment in her life when she wasn’t. Even in this depressed state of hers… That’s a changeling for you.

“Go away….” Chrysalis groaned turning her head to the side.

“Hmph,” Cadance pouted. She had never seen the changeling queen this down in the dumps before. “Do I need to make that new changeling girl come in here and forcibly change your mind and make you cheer up?”

“That traitor…” Chrysalis growled as she slammed her face back into the bed. “I welcome her into my family and that was how she repays me. There is no telling what secrets she could have extracted from my mind. All without my knowledge! She probably isn’t even here anymore… She’s taken everything she knows and scurried back to her true queen. I’m sure Nexia is already hatching some evil plan. I would have her burn a fiery death along with my eldest sister...”

“Seta is still here…” Cadance said firmly. “And you know, Chrysalis, she was completely justified in stopping you. You were about to kill Sunset! A mare! Did you forget all the times back in the hive you taught us that only men in this world deserve to die? Us girls, on the other hand, just don’t know any better!”

Chrysalis groaned again. Try as she might, her mind could not find a single male to blame this time. Herself, Seta, Sunset, her eldest sister… all of them were women. There went her easy cheer up.

“We’re leaving this castle right now,” Cadance said, not willing to give up on the changeling she considered part of her family, “I know just what you need!” Using her own alicorn magic, she levitated the frowning queen up off the bed and carried her along with her as she flew out the castle window.

“What about the humans…” Chrysalis half-heartedly grumbled.

“The others can handle the humans’ big ceremony. Celestia and Luna are just taking a few more measures before they finally begin,” Cadance said, gesturing over to the side of the Friendship Castle. There stood, what was once Twilight’s School of Friend now renamed and remodeled as The School of Debauchery, where the magic of sex was taught to all. Males and females of all species of Equestria came together to cum together. The humans being planned to be the school’s newest students!

“The fuck……” Chrysalis muttered, having momentary replaced her depression with confusion. “W-where did that school come from?! That entire building was not there last I went into the castle!!”

“Anyways, they can handle the humans without us for now,” Cadance beamed. The plan involving the CHS students coming together was bound to be steamy, something the two of them were bound to love. But, heaven knew Chrysalis didn’t need anymore reminders of the billions of lives she was missing out from the portal’s destruction. Seeing a hot scene with them would only twist the knife in deeper into the queen’s proverbial heart. “We, on the other hand, are going to do what I used to do, before the changelings, to cheer myself up whenever Shining acted… well… like he was a few minutes ago.”

“And that is?”

“We’re going out drinking at a bar!” Cadance exclaimed. With a flash of her alicorn magic, the couple was gone.





“Sister? Sister!” Human Luna called out, having awoken inside a medical examination room of the School of Debauchery. She quickly jumped out of her own bed she had apparently been sleeping in. She threw aside her confusion for the moment to jump to her lost sister’s side.

Celestia was there! Thank God and the lords above! Her sister had somehow made it through the portal after all! The woman was laying rather still underneath a white sheet, which covered her entire nude body up to her bust. It provided a rather noticeable set of mounds in the sheet which her sister tried her best to ignore. A wet rag was draped across her sister’s forehead, hinting she had been experiencing some rather painful headaches as of late.

“I see you’re finally up, sleepy head,” Celestia smiled.

“Sister! Y-you’re here! I can’t believe it!” Luna exclaimed.

“Of course I’m here. But what about you, Luna? I’ve been dying to ask how on earth you ended up here!”

“What do you- Oh… I forgot you don’t know... We… well-I’m not quite sure how to tell you this, sister,” Luna solemnly said, growing visible more serious and sad at the same time. “You see, our town received a warning of an imminent nuclear attack at our location… And in our haste to escape, we all jumped through the portal in an effort to evade the blast that would have likely been inescapable otherwise… You-you weren’t present at CHS that morning… I feared the worst...”

“A nuclear attack?!” Celestia gasped.

“It could have just been a false alarm!” Luna quickly assured. “Another Hawaii incident! But if something did happen, you know as well as I that it is likely not safe for us to ever go back.”

“I suppose that trumps my story for a bad day,” Celestia shivered.

“What did happen to you, sister? You were never one to be tardy for a school day.”

“Superintendent Sombra happened to me,” Celestia said with a growl in her voice, just before she quivered, remembering the twisted mechanical fucking machine he had strapped her into. The more she tried to resist and panic, the faster the dildo was pumping into her cunt as an electrical current zapped her intelligence away. On the other hand, trying to relax in an effort to slow the machine’s pace down felt as though her body was learning to enjoy such treatment. She couldn’t quite remember which method she ending up preferring more… “We can discuss the details of that another time though,” Celestia sighed, clearing the unsettling thoughts and emotions coursing through her relating to the incident.

“S-Sombra? Minus a small drinking problem, I thought he looked like an upstanding gentlemen,” Luna started, completely shocked with this new revelation. “I suppose they all do. But you’re right, sister. We need a plan of action for what we should do next. The future should be our main concern.”

As if on cue, the door to the room opened. Naturally, the vice principal briefly turned to see who it was… and found her jaw dropping to the floor.

“Heh, sister, meet… myself,” Celestia giggled, unable to help herself.

There, in all her nude glory, stood a towering alicorn version of her sister. A spitting image of the woman she had grown up with, minus the fact she was a pony.

Princess Celestia gave Luna a warm-hearted smile as she sauntered over to her human counterpart’s side holding a bowl of water. Principal Celestia gave another light giggle at her sister’s utter confusion. “I felt the same way too, at first, sister.”

“As Twilight explained it,” Princess Celestia spoke now, with a disturbingly similar voice as Luna’s sister, “don’t think of Equestria as another planet in comparison to your own, but rather, an alternative universe. The same planet with the same individuals, but who operate under different rules and live within a different setting.”

“D-d-do these rules regulate appropriate c-clothing?” Luna managed to speak. Revealing that the vice principal was likely as startled from this Celestia’s stark and casual nudity than she was to find a pony copy of her sister.

“She’s a pony,” human Celestia smiled. “You know ponies don’t normally wear clothes, Luna!”

“I… suppose that makes… sense…” Luna mumbled unsurely. Though that fact didn’t help her tear her eyes from the pony Celestia’s two massive wobbling tits that proudly hung from her chest. In fact, this Celestia’s entire body seemed perfectly shaped and proportioned everywhere! Perfect for an A-list porn actress before her big shoot, though not something she would openly say. She had to admit though, she was slightly envious.

“My other half has been tending to my recovery,” Principal Celestia said warmly as the other Celestia took a seat off the side of her bed.

“I call it being selfish,” Princess Celestia giggled as she swapped damp rags with the one on her counterpart’s forehead. “Your sister suffered quite the experience back in your home world. Even you, Luna, apparently have had your own stressful ordeal. I had not imagined how dangerous your world could be. But, worry not. You’re all safe here.” With that, the bedsheet was drawn off Celestia’s body. Revealing the stunning form of her naked sister. “That’s not to say your sister’s body and mind did not sustain a good deal of damage in this exchange with Sombra,” Celestia sighed. “We too had a Sombra in this world. He was also… as you say, a ‘dick’.”

Luna took a startled step backwards from two naked forms of her sister mingled together. It was safe to say this was far out of her realm of imagination. Even if she was a pony, she looked rather similar to a real human being… and even so, she just casually bared it all to the world. Was this world really that different from there’s? Where people just wandered around, seeing to their daily business in the buff? She supposed it was possible. Luna knew her world had quite a reputation for being prudish when it came to all things containing female nudity. This was just something of a cultural shock. That’s all!

But still, it seemed as though her sister’s time in this world was rubbing off on the principal. Her body being exposed to the air seemed to not even register any sort of reaction either. The alicorn was poking and rubbing various spots on the principal’s body as part of her examination… though getting awfully close to certain naughty areas. Not close enough to warrant an early moan from the human to alert Luna, however.

“S-so you’re a bunch of ponies who don’t wear clothes?” Luna asked, earning her a look from her sister, warning her to be mindful of her words. “Is it still okay, or I guess, acceptable, then if we… humans… wear clothes?”

Princess Celestia gave one look at the women before answering. “In our world, either one of us wearing clothes would be seen as a rather striking insult to those around us. It’s so unacceptable in some other parts of our land and in others it’ll even earn you a harsh punishment… But we understand you are guests to our world.”

Luna was left in a rather stunned silence from the response, feeling as though she was not given much of a choice from the unexpected harsh answer.

“I-I apologize for my sister’s behavior,” Principal Celestia quickly shot in. All the while, making frantic movements with her head to Luna in a desperate attempt to tell her to strip a little. Not that it was something that was easily conveyed with head movements, seeing as it went by doing nothing but confusing her dear sister more.

“It’s nothing to apologize over,” Celestia warmly chuckled. “For now at least. I had the same sister growing up. I know everything you’ve gone through,” she added, before leaning in closer and softly whispering into her counterpart’s ear. “Don’t worry... we’ll get her out of those clothes soon.”

Luna felt as though she was constantly being double teamed by a single person as the two women erupted into a fit of giggles while shooting her sly glances. It was almost like her childhood all over again! Her sister sure did appear to get along with this pony version of her. Then again, that was almost certain to happen considering they were the same person.

*Ahem* Another awfully familiar voice called out as they entered the room. It was herself. Pony Luna! A similar appearing naked alicorn strolled into the room with a cold calculating stare. Shooting her human counterpart a look before glaring at her fellow mare. “I see you two are having fun leaving my human self in utter confusion…”

“Lighten up, sister,” pony Celestia scoffed with a playful roll of her eyes. “A little fun to take their minds off their troubles never hurt anypony.”

“Well, while you have your fun, an entire school worth of students is awaiting guidance!” Luna huffed as she strolled over to Vice Principal Luna’s side, gesturing her over out of earshot of the Celestias. The human was, again, rather noticeably distracted to see her pony counterpart’s own nudity. Just like with her own sister, this Luna’s measurements fell just shy of Celestia’s. Then perhaps this mare was also well-versed in the feeling of sibling envy. Luna had a stark suspicion Luna and her would be getting along well in the days to come. “There’s something you need to know…” she said, jumping straight to business.

“What is it?” Vice Principal asked, bracing for the worst as she tried to match her own self’s professionalism. Not wanting to lose in that regard to someone who was completely naked, after all.

“The magical portal that connects our two worlds,” Luna sighed heavily, “it… it is no longer functioning,” she said truthfully. “I’m afraid you won’t be able to use it to return home for the foreseeable future,” she added, even more truthfully. Nothing she had said was a lie.

“So……. it’s true then…” Luna gasped, dropping to her knees. “Our home is… gone.” Luna knew in accordance to M.A.D. it was likely a lot more than their home was affected. It was possible they were some of the few of their kind left alive. For Luna, it was not that big of a blow. She had everything and everyone she love from her world right here. All that she felt was a wave of relief coursing through her, fearing what could have been under different circumstances.

“I’m sorry…” Luna spoke to herself. “I felt it would be best if you broke the news to your students yourself.”

“We… we can’t tell them…” Human Luna said. “This… this is something no student their age should ever have to deal with! Many of them have families and friends that didn’t make it through. I can’t imagine how they would take this news. We h-have to tell them nothing happened. We have to!”

“My… that is quite admirable,” Princess Luna said an impressed look. “I agree they likely have enough that is going through their minds right now. Even if it means lying to your students, it’s best not to pile on worries of their loved ones back home.”

No one in the room noticed as the lunar alicorn did her best to suppress a knowing smirk as she thought to herself.

Heh heh. Exactly the kind of response I would have had in her place… Let’s see how much of an asset my other half can be…

“Of course,” Princess Luna started again, “I hate to be the one to bluntly rush to further business, but if it’s true you are the last humans alive I believe there are steps that must be undertaken to avoid...” Luna paused for emphasize before adding, “extinction. Come with me. We have much to discuss.”

The two Celestias watched as the two Lunas departed from the room. Neither of them had any idea what the other two were talking about but human Celestia couldn’t help but notice her own sister appeared rather serious for a moment as she left with the alicorn.

“If you don’t mind me saying, your sister has quite the attractive figure,” Princess Celestia said with a playful grin. “Might I be so bold as to ask if you and her have ever… fooled around?”

Human Celestia gave a startled blush at such a blunt question before embarrassingly averting her gaze. “I...I don’t think that would be an appropriate topic to discuss…”

“You should know you basically told me yes with that answer,” Celestia giggled. “Remember, there’s no need to be ashamed for the same reason I knew you and your sister slept together. We’re one and the same!”

It took a moment for it to register in Celestia’s brain until she finally understood what the alicorn was implying. “You… and her as well?!”

“Mmmm,” the Princess beamed proudly. “We shared each other's beds, bodies, and bliss more often than not. Trust me, I know. You can tell me anything you would your own mind. I’ll agree with all of it!”

“I know me too well,” Human Celestia grinned back seeing that humans and ponies were more similar than she ever thought. “I suppose that means I know what we’re both thinking...”

The alicorn had a small gleam in her eye as she smiled. “And the answer is yes. With the three of us working together, I’m sure we can convince your Luna to swap with us. Oh, the things we could do to you two...”





It had been a short while since the remainder of the CHS students had awoken from their long slumber. They remembered little of how they ended up here, only a few fading fragments of pleasant yet strange wet dreams. For some odd reason the girls had thought they would wake up more beautiful than before after having a sex battle against three oddly familiar faces. But disappointedly found themselves looking the same as they always had.

The room they were in was kind of perplexing too. It seemed as though it was designed for a large college class of some sort. With a bunch of cushions coating the floor, rather than chairs. Obviously not a room located in Canterlot High. It was, in fact, the same room an alicorn Celestia tried, and frankly, horribly failed to learn the arts of theater. But to them, it was just a confusing room none of them had ever been in before.

“Well, the only door to this room is locked, trapping us all inside,” Rarity noted in deep thought to her friends as she idly twirled a strand of her hair. “So it’s fair to say we aren’t on our planet anymore. That would be highly illegal where we’re from.”

“Seriously, Rarity?!” Rainbow Dash exclaimed “That’s what you use to tell we aren’t on Earth? What about all the crystals everywhere? Or that Twilight’s magic is way stronger now? Or just the feeling of this place!”

“We must be in Equestria…” Fluttershy said, pointing out the obvious.

“I’ve done a headcount,” Twilight said, adjusting her glasses slightly as she approached her five friends.

“Who asked you to do that? None of the teachers are even here!” Pinkie Pie asked.

“Well, when they get here, they are going to want to do a headcount. I just saved time,” Twilight said defensively with a huff, before rolling it back a bit. *Ahem* “I mean, all of the students from our school are present and accounted for. Except… Sunset Shimmer. I can’t seem to find her anywhere.”

“Well, Equestria is where Sunset is originally from,” Applejack added. “I reckon we’re all in some sort of security check that Sunset was able to skip.”

“Hope not cause I didn’t bring my passport,” Pinkie shrugged.

“It’s possible…” Twilight muttered. “That could explain where Principal Celestia and Luna are. The people who live here must be talking with them.”

“Maybe the guys know something we don’t!” Pinkie Pie exclaimed, glancing over at a clique of male students.

“Pinkie, why would they know anything we don’t? We all woke up in the same place at the same time!” Twilight replied, frustrated.

“I don’t know...” Pinkie Pie mused, unconvinced. “I remember the guys being an awfully lot more relaxed about this whole situation than we were when we all woke up in here. Even Bright Idea! And that guy is startled by his own shadow!”

Twilight gave a passing glance at the guys who seemed to be simply talking amongst themselves while shooting ocasional looks at certain girls. She rolled her eyes at Pinkie’s paranoia before turning back to her five friends. So what if the guys didn’t share girls’ passion for freaking out? That was to be expected.

The sound of opening doors emitted from the room’s entrance was met with a school worth’s of perked up ears. Vice Principal Luna strolled inside as every ongoing conversation in the room ceased and turned their attention to her as the doors closed and relocked themselves behind her. In no time at all the woman was bombarded with questions like a scandalous politician by the press.

Luna calmly took her place on the slightly elevated speaking area at the front center of the room. “Please, please quiet down, everyone,” she addressed the angsty crowd, holding up her hands to calm them. “If you would all please take a seat, I will do my best to answer your questions in due time.” Like when they first woke up, the same nervous foreboding sense of dread was felt in the students as they quickly took their seats on the elevated staircase seats just like this was an actual college class. “Sit still for a moment,” Luna continued professionally, having no shortage of experience addressing a school-wide audience. “Before I begin, I should probably do a head count to ensure everyone from our school is present.”

“Everyone’s here besides Sunset! I already counted!” Twilight said as her hand shot up proudly in the air.

“... Thank you, Twilight. That will save time,” Luna replied as Twilight gave a mental cheer. “Now then, I’m sure many of you have noticed by now, but for those of you who haven’t we are, in fact, in a different world by the name of: Equestria. A world inhabited by intelligent ponies who have so graciously allowed us to live here for as long as we like.”

“W-What about back home?” Cloudy Kicks frantically asked without raising her hand. “What happened to it?”

“Our home world is… just fine,” Luna said with a nervous gulp, knowing deep down she was lying to her students. “However… the portal we traveled to get here experienced a good deal of damage handling so many of us… I am told that is why we didn’t maintain consciousness when traveling through,” Luna said, adding a smidge of perceived truth to her speech thanks to the other lies she herself had been told. That stopped as she went on to add, “the portal itself will take a good two weeks to be repaired and recharged until it is capable of bringing us all home. If we so choose to leave.”

Two weeks… Two weeks ought to be long enough for the students to adjust and calm themselves before I break the truth to them. That we aren’t ever going back home…

“Two weeks?!” Baton Switch exclaimed. “We have to wait that long until we go home?!”

“I know. I know,” Luna sighed amidst the crowd of alarmed students. Well, alarmed female students. The guys seemed awfully relaxed about this whole thing, yet no one noticed besides Pinkie Pie. “I know this will put a hamper on many of your plans. But, if you would all look on the bright side, the situation we are in presents a rather unique learning experience. Just think about it… After thousands upon thousands of years of progress, we are the first of our entire species to enter a new world with intelligent life! Think of all the things they have to show us! Think of how many would kill to have the ability to explore and learn about a whole new world with its own civilization and customs! It’s the opportunity of a thousand lifetimes!”

“Boooooooooo!!!!” Rainbow Dash shouted giving her vice principal the thumbs down. “There’s no internet here!” Her phone’s wifi was actually the first thing she checked upon waking up. Then she went to see if her friends were okay.

“I-I-I need to get back on Facebook! On Snapchat! M-My friends could have posted something important on it that I’ll miss out on!!” Lavender Lace stammered, despite her friends being mere feet away from her.

“I’m missing funny posts on Reddit!”

“How will I find cute cat pictures now?!”

Maybe this plan has a few more pros to it than I previously anticipated... Luna pondered to herself as she rolled her eyes at her students. These students could use a break from their electronics.

“It’s true the circumstances of our visit are not ideal… I know many of you are upset at our situation, including myself. But if you all promise to behavior yourself and act respectful to our hosts, I’ll see to it that none of you will have any homework for a month once we return. Including the time we spent here.” That got their attention, which went from annoyed to overjoyed in an instant. Except Twilight, who looked deathly mortified.

Not like their studies matter in the slightest anymore. We are probably the last remnants of humanity… Repopulation and securing a future for ourselves in this world takes priority over Shakespeare and history.

“Good, I see we are all in agreement then,” Luna continued. “Now then, as this is essentially an extended overnight field trip, we are going to be using the buddy system during our entire stay…” The vice principal gave another slightly nervous gulp as she remembered her pony self’s recommended instructions on how to handle this sensitive matter. “And, since I don’t want you all to be congregating in your usual cliques rather than exploring this world, we are going to have the boys all pick and choose a single girl they want to pair up with.”

The girls all groaned in disappointment as the guys simply shrugged and got up from their seats. It took some fancy shifting around as students exchanged seats with other students, but soon every girl at CHS was paired with a specific male classmate. Fortunately, there had been an evenly split gender ratio in CHS. It would have been awkward if two girls had to share a single guy… Luna grimaced, also thinking how awkward the situation would be if the boys knew the partner they had just sat next to would be the girl they would be putting a baby inside.

Though it appeared to Luna and the girls as if they were all chosen as partners on a whim, that couldn’t be further from the truth. Their pairings had long since been pre-picked and assigned to the boys as a result of Seta’s magic digging through the girls’ minds as they slept. Finding an available boy who they found most attractive and appealing then partnering them together.

A few pairs were obvious choices. There were quite a few students dating each other so they easily went well together. For other singles like Rarity, all it took was a mere ponder at her hidden thoughts and desires to see she had freqently masturbated to the thought of Thunderlane forcing himself upon her in a darkened alleyway. Thunderlane remembered his assignment, smirking slightly as he took his seat next to Rarity. The fashionista giving a slight blush as she pretended to think nothing of it. Octavia also secretly fantasized over the prospects of a romantic valentine’s day romp with Curly Winds in a rose petal-littered bed. Another easy pair. Wallflower Blush frequently brought herself to orgasm thinking how hot it would be if Indigo Wreath remembered her name. Baton Switch paired with Nolan. Rainbow Dash with Teddy. Brawly with Fluttershy. Thunderbass with Twilight. Norman with Applejack. Sweetie Belle with Button Mash. Heath Burns with Sweet Leaves. Wiz Kid with Scribble Dee. Mystery Mint with Crimson Napalm. Scootaloo with Rumble. And so on until nobody was without a buddy. Nobody except...

“Ummmm… errrr,” Flash Sentry stammered looking around helplessly as he noticed his preassigned partner was not present. Everyone else besides him was already happily seated in their mixed gender pairings. Thunderbass had already claimed Twilight, so it wasn’t like he could just slide in there either as his plan B. “Has anyone seen Sunset Shimmer?”





“So… you sure Chrysalis doesn’t want to kill me?” Sunset asked.

“N-no, of course not!” Tylus scoffed with a remark that suggested the very thought of Chrysalis doing that was humorous. “Chrysalis… she’s a big softie! She would never kill a woman! And besides. We get it. That all-powerful Chroma doesn’t intervene unless she feels it’s absolutely necessary. If you didn’t destroy the portal, she would have found another way and wouldn’t have even asked you in the first place.”

“Good… that’s a huge relief,” Sunset breathed a sigh of long-awaited relaxation, sensing there was no hard feelings. After all, she had just recently been introduced to the wonderful new Equestria. And had no intentions of leaving for the afterlife anytime soon.

“But… elephant in the room and all. You’re here because you destroyed the portal with all your school friends still here,” Tylus went on.

“I know, I know,” Sunset groaned sadly. “I feel bad about stranding them here… don’t get me wrong, I thought about it a great deal. I don’t have the slightest desire to leave Equestria, but at the same time, I didn’t want to be left alone without my friends. They would probably hate me if they knew the truth…” Sunset sighed. “But, I thought if I could just show them how amazing it is to live as a slave, they would eventually come around and say I made the right choice.”

“No one’s arguing with you there, Sunset,” Tylus replied. “Heck, you did the right thing keeping them here… Not that Chrysalis would have let you throw them back in their own world even if you wanted to. Personally, I would have brought over a few more dozen schools, then destroyed the portal, but whatever, that doesn’t matter now. Anyways, we need some extra motivation to finally break these school girls down and get them breeding. We already have the guys on our side, this human Luna, the dreams we’re run them through to warm them up, the changeling aura in the air that’s slowly working its magic on their bodies, and Seta even went through their heads to give the guys a few helpful hints. Plus, given your special position as a mare and as an influential member of this school, it seems like you are exactly the last bit we need. If these girls aren’t having sex after all of this… something would be seriously seriously wrong with them. If that’s the case, we’ll send them over to Dr. Change to find out why they aren’t wired correctly. Hopefully he’ll be able to create a vaccine for their mental condition or something.”

Sunset smiled with a small giggle. “That won’t be necessary, Tylus. It’ll be easy! Most human teenagers our age have hormones coming out of their ears. They just need a little push to get started! The plan will work.”






Back inside the room, Flash had just finished asking if anyone had seen Sunset, when the girl herself burst through the door which, again, closed and locked behind her. It was at that point all hell seemed to break loose.

“W-w-whoa!!!”

“What in the hell?!”

“What is going on?!”

Many startled girls exclaimed upon seeing Sunset. Completely naked, and, somehow less notably, no longer a human, but rather a unicorn mare. There was something black hanging around her neck too, but that was the last thing anybody stared at.

Sunset took a deep calming breath as she walked up onto the speaking area with Luna. Maintaining a professional smile as she stood and faced her classmates, giving a small geeky wave to them while doing nothing to conceal her wobbling tits or the area between her legs.

“As many of you may know, Ms. Shimmer has previously lived in Equestria before joining us at CHS. She will be our resident expert on Equestrian customs,” Luna spoke calmly, wishing her students would refrain from so rudely staring at Sunset’s lady parts. “Also, she will be our instructor on how to properly act. So listen up!”

“Is that r-really Sunset?” Twilight mumbled, staring at the unicorn in a daze. “W-w-why doesn’t she put something on!”

“Maybe she’s drunk?” Pinkie Pie shrugged a few partners down from her nerdy friend.

“I know what you’re thinking,” Sunset Shimmer smiled as she idly fixed a strand of hair that had drifted into her field of view. But this is how we normally look in Equestria!”

“Y-you don’t wear… you know… underwear or clothes?” Watermelody asked, keenly noticing that her partner had swiftly stopped paying her any attention as soon as Sunset walked in.

“Well, we are ponies,” Sunset giggled. “You know ponies don’t really wear any clothes at all.”

“Even if those ‘ponies’ have breasts and a vagina between their legs?” Velvet Sky retorted.

“Plenty of animals have those and still don’t wear clothes.”

“I guess that’s true...” Velvet Sky replied. Rarity looked as though she was about faint.

“Clothing is more of an unpractical Earth custom,” Sunset continued. “It costs money, takes time washing and drying them, folding and ironing them. All just so you can hide your natural self from the world.”

“You see, students, this is the norm for Equestria’s citizen. A norm… I’m afraid we must adapt to during our time here...” Luna shuddered as she passed the point of no return. She almost hoped that the world back home was destroyed, otherwise she was going to be so firedif they ever went back and told them all of us.

“WHAT?” Rainbow Dash exclaimed.

“Tell me you’re joking…” Tennis Match scoffed.

“There isn’t the slightest chance I’m disrobing like that!” Octavia stammered.

“Well, I mean… if those are the rules, I guess we have no choice,” Brawly shrugged helplessly in defeat. Many of the other guys seemed to share his sentiment.

“Well, it’s not that simple,” Sunset stammered. “You see, anybody wearing clothes is seen as a major insult to those around you. Probably something worse than an insult. Ummm… to put it in terms you guys might get… think of it as the equivalent of flipping off everyone you walk by on the street while also holding up the Nazi salute. That’s kind of why you all haven’t seen any other ponies yet.”

“That’ll keep your hands busy…” Rainbow scoffed before Luna added in.

“And as guests to this world that has shown us nothing but hospitality, it is important we assimilate and respect these ponies’ traditions. Especially if we want to survive our two week stay here. Know that we are the ponies’ first impressions of humans. I’d greatly prefer that it is an overwhelmingly positive one. So think of ourselves all as the world’s most important diplomats.” Luna sighed as her words worked their magic to slowly work over her students. Though she was rather thankful this nudity custom lined up with her goal to gently urge her students to repopulate the human race.

Actually… now that she thought about it… that was rather convenient………

Sunset’ words broke Luna’s train of thought before the vice principal could think any further on it as the unicorn addressed the crowd some more, sensing they were still unconvinced. “And it’s not just that. You see, we have magic in Equestria. Magic that has all sorts of wonderful effects on us… Wearing something on our bodies would interfere with our body’s ability to receive that magic. Which, trust me, girls, you want,” Sunset said with a subtle shake of her chest. As her mesmerizing tits swayed back and forth, many astute-eyed female perverts in the audience keenly noted that Sunset’s tits were actually noticeably larger than they were when she was a human… Was Sunset Shimmer seriously hinting that magic could be used to make one’s breasts bigger? Well… no reason it couldn’t, it was magic after all! Maybe this trip to Equestria would be a bigger benefit to them than they thought!

“Very well then,” Luna continued, having missed what Sunset was implying while also forgetting what she was thinking about before. “You know what you have to do, students. Trust me, it won’t be as bad or embarrassing as you think if we all do it at once. But that requires us all to take part.”

“Even you, Principal Luna?” Cloudy Kicks asked.

“Even me…” Luna grimaced, earning some renewed interest from the school. Boys, and even a few girls alike. “Now come on. Everyone start getting undressed! And try not to stare!”

“Actually...” Sunset interjected to Luna’s surprise. “I think it might be better if all the girls undress first. Equestria has a custom of ladies going first. Trust me on this.”

Luna found herself slightly taken aback. She was not expecting Sunset’s assistance in this particular matter, of all things, but she allowed it. In the meantime, none of the girls spoke out to Sunset’s suggestion and advocating for the guys to strip as well, for fear of being thought perverted.

“Very well… you are the resident expert, after all,” Luna said.

Sunset smiled slyly as she turned back to face her fellow students. “Alrighty then! Girls! You know what you gotta do. And guys… just give a bit of moral support and help out when they need it.”

The anxious commotion started immediately as the students were dismissed to their own devices. Many weren’t actually undressing, but rather looking around from student to student, seeing if any of them were either. Was this all just a joke? Was Luna seriously asking the entire school to get naked? In actuality, their less than eager response had been predicted.

“Principal Luna…” Sunset started with a warm grin. “Perhaps you would like to start us off?” Luna blinked in response, not exactly prepared with a valid sounding reason turn the offer down. Now it was her turn for a light crimson blush to appear on her cheeks.

“I-I-ummm...”

“It’ll be easy. Here, let me help,” Sunset said quickly as she moved behind her vice principal faster than she could refuse. “Take notes, guys.” She placed her hands on Luna’s shoulders to prevent her from turning around to face away from the school while softly massaging them, urging her to relax.

With her slightly calmed, Sunset’s gentle took hold of the hemline of Luna’s top gentle pulling it upwards. Luna didn’t protest as she raised her arms in the air, allowing it to be hefted up and off her body. Not a single pair of eyes in the room blinked as they all stared at their vice principal’s bra-clad chest.

“You see boys? It’s just that easy!” Sunset beamed as she discarded Luna’s top to the ground in front of them. Many of the male CHS students were grinning wildly at their strangely attractive principal, erections already waking up as the desire for more hit them. “If your partners are having trouble, help them out! Teamwork can get us through this a lot quicker.”

Shoulder rubs… Brawly remembered being told when he was assigned Fluttershy. Speak softly and gentle. Sit far in the back room. Give her a ton of compliments about her figure.

“Hey… hey, just relax, Fluttershy,” Brawly said gently to the mortified girl who hadn’t managed to utter a single word since Sunset had come in. “You’re beautiful… you have nothing to be ashamed of…” His words worked like magic as he slipped a hand around her and softly rubbed her side, to which the girl didn’t flinch away. “Have I ever told you I think you could be a model someday?” His hands grabbed at Fluttershy’s white tank top slowly tugging it upwards. She didn’t resist. “We jussssttttt need to lose a few clothes then we can see how many cute animals this world has...” Up and over her head. Success! It was thrown to the floor with the others. “Holy hell…” Brawly gasped as he stared at his partner’s chest. The teenage girl embarrassingly averted her gaze, knowing exactly what the boy found so compelling about her chest. Brawly knew he still had a long ways to coax the girl into getting rid of that pesky bra! He had to restrain himself though. He couldn’t rush things. He especially couldn’t rush past the pace of the rest of the class.

Buttoned up shirts, blouses, t-shirts in all variety of colors, patterns, and sizes. All of them were removed, either by the girls themselves or their partners as more and more bare skin was exposed to the open air. “Good… good,” Sunset grinned as she and Luna watched as tops slowly came off. She was glad many of her classmates had elected to have the boys help undress them. As they really wanted to send a message to their friends they were doing this all reluctantly.

Luna gave a gasp as she felt the bra on her chest suddenly loosen, too distracted by the sight of watching her female students being slowly relieved of their clothing.

“Lesson one. In Equestrian culture, when you are approached by a women, it is considered polite to make casual eye contact with their chest,” Sunset addressed the audience as she flicked the garment of Luna’s body. “Our breasts are a proud symbol of our womanhood and it shows a good deal of respect for a man to acknowledge that. To ignore them and merely make eye contact only symbolizes you don’t respect the individual, in any way shape or form, as a woman. It’s almost as if you were spitting on them.”

Luna’s bra plopped onto the floor as the students of CHS proved they needed no extra motivation to gaze at their principal’s tits.

“Shhh, don’t try to cover yourself,” Sunset whispered into Luna’s ear, holding back her arms that instinicly tried to cover her exposed chest. “Hiding one’s own nudity in Equestria, girls, in considered rude too!” Luna didn’t argue, but did feel the urge to give a passing mention to how… strange some of these Equestrian customs were. She, and many of the students too, held her tongue though, knowing even questioning them would likely be a disrespectful as wearing clothes. And above all, she had to set a professional example for her young diplomats.

Bras were plucked from chests, others were pulled, some more forciably than others, but they all came off in the end. Embarrassing erect nipples and smooth round tit flesh breathed their first bit of Equestrian air. The boys, to their credit, and the girls’ surprise, didn’t hoot and holler at their reluctant nudity but rather showered them with compliments. An almost annoying amount of compliments…

“Have I ever told you how much I love the work you post on your Snapchat? I’ve always wanted to get into science myself but never really felt the motivation.” Thunderbass casually said as he deftly unhooked Twilight violent bra, drawing it off her arms as he hefted it far away.

“R-really? I never figured you for that type,” Twilight spoke with a casual blush. She always thought Thunderbass was kind of cute… but the fact that he was being a true gentlemen as he knowingly tried to take her mind off this embarrassing situation and expressing an interest in science really got her thinking. Perhaps this one had some true boyfriend potential in him after all… The fact that he obviously found her body attractive was just icing on the cake.

“Pants and panties to, boys,” Sunset grinned as she worked to unbutton Luna’s. “Not even socks and shoes. All of it! Off! We need them as naked as the day they were born!” She had to bite her lip to suppress her own arousal at what she was telling her classmates to do. Her gaze rapidly shot through the crowd, finding each of her close friends in similar states of undress. Brawly had actually managed to get Fluttershy’s colossal hooters out into the open, having tossed her bra far, far away to kill the urge she might be able to put it back on. Thunderlane was having the time of his life picking away at each article of Rarity’s gorgeous outfit. For all the time she had spent making it fabulous, it was just more trash that cluttered the floor. Teddy, after much struggle with the stubborn girl, actually tore Rainbow bra off, revealing a unimpressive average set of tits. As Seta had accurately predicted, Rainbow was giving a half-hearted attempt at struggling back. All for the sake she could convince herself that she did later. But Teddy knew the athlete's deepest desires wanted her to be forcibly taken by a brutish male of strength and stamina. Teddy smirked, knowing he was easily the right candidate for the job as he yanked off the leggings of the protesting prismatic-haired girl next. He savored the rush he felt tugging her damp panties off her squirming legs, rendering the girl completely naked.

Sunset had to assist, tugging upwards from a grasp on her ankles, bending Luna’s knees to get her to step out of the last remaining bits of cover she had. Her socks and expensive looking shoes came off next. With them all gone everything the vice principal had was bared to her students. Few of them noticed, having to much secret fun enjoying their own girls. But with Luna in a satisfactory nude state, Sunset deemed this a good time to do a bit of clean up. With her magic, she gathered up all the discarded clothing in the room, pooling it into a pile in front of her.

“Perfect...” Sunset said as she carefully went through the crowd and noted each now non-offensive naked girl. “Octavia, I’m going to need your panties! Paisley, we still need your socks! Cloudy Kicks, please try and keep your arms down!” It seemed as though the girls had little choice but to comply as Sunset’s eagle eyes spotted everything they tried to hide. Mostly it was many of them holding their clothing nearby in hopes they could put it back on afterwards. Meanwhile, all the guys were all still fully clothed and appeared in no rush to undress. “There we go,” Sunset smiled as she levitated Octavia’s lacy black underwear out of the musician's hands onto the mound of clothing. The last bit to consider her task finished. With a sudden bright flash of light, the pile disappeared into thin air. Merely delivered to Tylus outside the classroom where the unholy garments could be safely taken away and destroyed without her friends’ knowledge. Out of sight, out of mind. “You can ask to get those back when the portal is fixed and you’re ready to go home,” Sunset said, carefully selecting her words. Wanting to avoid telling her friends any lies.

“Now is it time for the boys to strip?!” A nude Baton Switch desperately asked. Hoping her partner’s nudity would somehow lessen the shame she felt.

“Actually, I think we need to cover some other things first,” Sunset said much to the disappointed groans and confusion of the girls. “There’s still plenty more you all have to learn about how we do things in Equestria… Flash… would you come up here?”

“Ummm… yeah, sure,” Flash Sentry said as he took his place on the stage. The boy slightly annoyed he had not been gifted with the opportunity to strip a girl like she was a Christmas present.

“Flash, let’s role play for a while with Principal Luna as your partner, representing an Equestrian mare,” Sunset ordered. “You two are going to engage in a typical interaction.”

“Very well,” Luna said as she stood facing Flash, both of them waiting for further instructions on how to proceed. Flash, however, demonstrated he was paying attention earlier by maintaining strict eye contact with his vice principal’s bare breasts. Wishing she would move them a little.

“Oh-Luna, sorry! I should have mentioned this. When a male is interacting with a female in a formal setting, it’s considered polite for the women to drop down to their knees and give them a bow.” Luna moved to comply, thinking it wasn’t quite the strangest custom so far in comparison. She sat on her folded legs, hands together, as she glanced upwards at Flash in a rather submissive looking pose before potielty bowing her head. For what many saw as a strict vice principal assuming such a look in front of a student, it was quite a shock for many.

“You see,” Sunset went on, “not to cast shade on everyone back on Earth, one of the nicer things about Equestria is how much better women are treated here. By everyone fact! You won’t find a man who treats a woman he meets on the street with disdain or disrespect. Rather, they treat us with the same love and care they might show to… oh I don’t know… say, their beloved household pet.”

“Really now?” Twilight asked, quite curious about the exact social dynamics of this new Equestria. From her feminist perspective, she thought it was true women back home were treated quite poorly. Many getting catcalled or whistled at for merely walking by the wrong group of men. Was it possible this new world actually managed to treat women better? The way they should have been treated all along?

“And in return for how well us girls are treated,” Sunset went on, “we, in turn, treat men better. It’s simple give and take. You’ll find ponies are more likely to go the extra mile for each other than back on planet Earth.”

Twilight gave a startled gasp. She knew what this was! Ponies happily helping other ponies! This was friendship! True friendship ideals shared by an entire community! This is what Earth would be if the world truly mastered what friendship meant!

“For example, Luna, is a mare,” Sunset spoke. “When a mare is asked to do something by a stallion, it is considered polite for the mare to do exactly that to the best of their abilities.” She whispered something into Flash’s ear.

“L-Luna… stand up for me,” Flash said. The vice principal moved to do exactly that as she resumed her initial position. Not like the school hadn’t already seen everything her body had to offer. “Now fold your arms behind your back and push your chest forward…” Luna grimaced slightly as she assumed the embarrassing position, puffing her breasts out further, as if the massive mammaries needed to be emphasized more.

“Perfect!” Sunset beamed. “Notice how Luna didn’t ask why Flash wanted her to do that. She just did because it was what Flash asked her to do!” Luna stood on edge as Sunset mischievously whispered something more into Flash’s ear. This time, Flash seemed pretty unsure, shooting the principal a double take before giving Sunset a questionable look, then taking a step forward to meet Luna.

To Luna’s utter shock, two of Flash’s hands swooped down onto her breasts, wasting no time groping away at the massive sweater puppies. Flash himself was giddy to have the opportunity to do what every boy who went to CHS dreamed off as he played with his vice principal’s tits as per Sunset’s instructions.

The rest of the school stared slack-jawed, stunned as Flash openly groped their vice principal. This was it. They had taken things too far. Now Luna was sure to slap him and put an immediate end to this. Just as the room was really starting to heat up.

But… there was no yelling. No furious exclamation. Rather, only a soft desirable moan escaped Luna’s lips.

Luna herself hadn’t the faintest idea what was going on. Like any other girl, she had played with her breasts. Celestia had also played with her breasts… probably more than Luna herself had. But, for the strangest reason, when Flash Sentry placed his hands onto her girls and went to town her mind felt like melting. Luna’ knees grew weak as her slender frame was wracked with confusing pleasure, taking a panicked step back. Flash too saw the effect his efforts had on the woman and didn’t relent.

“This is a typical Equestrian handshake…” Sunset announced to her audience, though few were listening anymore. “If you haven’t guessed it by now, Equestria isn’t quite as prudish as back on Earth. Here, all mares agree their breasts are objects of great importance. Their shape, weight, size, symmetry, and so on, all represent a large part of her worth as a woman. When a man greets a woman by touching her breasts he is-”

“S-Sunset!” Luna quietly interjected through her haze of moans, prompting the girl over to her side. “N-Not that I am trying to disrespect y-your people’s customs… ahhhh... b-but are you absolutely certain this is correct? Ooooo…. T-to me, this all seems highly sexual in nature.”

Sunset quickly scampered over to Luna’s side. “Shhhhh….shhhhhh. It’s okay, Luna. The alicorn you told me the truth about what happened,” Sunset quietly whispered back. Quiet enough so that the rest of the school couldn’t quite hear. “She also told me your plans to repopulate and save humanity from extinction. I’m with you completely on that! But… if we want your students to go at it… we need to get them in the mood first!”

Luna’s eyes widened as she fully realized what Sunset was trying to do. She was helping her with her plan. Actually... she was really helping! Originally, Luna’s plan had been to simply get the students out of their clothes, lock them in a room with a bed and without adult supervision, then wait a few hours for nature to take its course. She definitely hadn’t planned a school-wide orgy to accomplish her task! But Sunset had proven she had seriously thought this through and had a far more effective plan in mind. Perhaps allowing her students privacy wasn’t the way to go compared to peer pressure. It was actually a sort of relief to know Equestria wasn’t as perverted as Luna was fearfully thinking, but rather, it was all just Sunset’s ingenious ploy! Why did she ever doubt one of CHS’s best and brightest minds?

“V-Vice Principal Luna?” Cloudy Kicks asked with a shaky voice. “Are guys really supposed to do that to us?”

“Y-yes! I’ve seen this myself during my time here,” Luna exclaimed as she bit her lip. “Two months without homework when we get back if everyone follows along. It is very important that we do this!”

In spite of the tempting offer, many of the girls were still unconvinced. Sure, they thought the guys they were paired up with were sort of cute and handsome, but were they really about to give them full access to their boobs? Apparently though, the boys of CHS were a tad more decisive than the girls. Soft gentle moans called from the crowd, one by one as the male students demonstrated their pure commitment to a whole two months without homework.

Wow… finally getting my hands on these babies! Brawly thought in glee as Fluttershy adorably squirmed in his lap, his hands palming the girl’s impossibly large jugs. So large that he couldn’t even grab everything her rack had to offer! They’re softer than I imagined! Fuck her body is lewd.

Fluttershy, Twilight, and the rest of their friends suddenly found themselves in the same confusing situation Luna had been in as their partners’ hands brought a rather unexpected amount of pleasure to their busts, which had seemingly become a few times more sensitive than before.

“Make sure to pay extra attention to their nipples!” Sunset as she idly played with her own breasts as she demonstrated. “And girls, don’t hold your voice back. If it feels good, let them know!” Sunset felt an overwhelming sense of pride as she watched the many girls she had attended CHS with for years, being reduced to naked moaning messes with much more to come. It was cute how many of them squirmed and writhed, rubbing their thighs together as their arousal flowed between their legs, wanting to take over.

“This feel good?” Curly Winds asked from behind, his hands having wrapped around Octavia, who sat in his lap, as they tirelessly kneaded and massaged the shaking girl’s breasts. Giving her rock hard nipples an occasional flick, bringing out an involuntary sultry moan as he played her like she was the musical instrument now.

“Yess-no!” Octavia moaned through a haze of pleasure. What was going on? She had never been so roughly manhandled by anyone before! Was this just her body’s natural response when the guy was as attractive as Curly?!

Applejack whined slightly as Norman experimented with her teats like the horny curious teenager he was. All she had to do was glance down to see two hands reaching around her arms, taking great joy as they pinched and pulled her nipples away from her chest. Releasing them and watching as her breasts lewdly bounced back into position on her chest. Occasionally giving a perverted clap as the two massive milk mounds impacted each other. Her body told her not to resist as it was wracked with enjoyment while her mind likewise told her not to fight it on account for the fact that none of the other girls were either!

Sunset felt like she could watch this scene for ages, maybe see how many of the girls could cum simply by having their breasts played with so vigorously for so long. But, it was about time to move on. There was so much more to the New Equestria than breast fondling.

“Uh oh! It looks like we have a bit of a problem!” Sunset called out, walking back over to the pair on stage as she softly pushed Flash’s hands down, telling him to take a pause. Luna unknowingly let out a disappointed whine as the boy’s hands left her tits. Sunset turned Flash to face the crowd. “As you can see, Flash has a bit of an ‘expansion’ growing in his pants, if you know what I mean,” Sunset giggled as Flash gave an annoyed blush. “It’s nothing to be ashamed of. It’s only natural given the lack of clothing on us girls after all.” Sunset turned Flash back around to face Luna. “However, in Equestria, an erection is extremely distracting to stallions and something that needs to be taken care of immediately. So, as the woman responsible for their erections… it’s only fair that you girls do something to remedy the situation.” She whispered into Flash’s ear again.

“Luna… get back down on your knees,” Flash said. This time his voice quickly learning authority. The hot and heavy vice principal didn’t even think, her body acting on its own as she plopped down. Her head now at perfect level with her partner’s groin. Flash unzipped and opened his pants, just enough for his rock hard member to spring free.

Luna didn’t waste time leaning forward, opening her jaw. “Ah, ah, ah!” Sunset playfully scolded, placing a firm hand on the top of Luna’s head to hold her back.

“Ah come on!” An unexpected outburst from Rainbow was heard, her lust momentarily betraying her own defiant attitude. The scene on the stage was incredibly hot after all, and from the squirming she was doing it was obvious to anyone that the girl desperately wished for some privacy to go at her own folds.

“Now, Rainbow Dash,” Sunset sighed. “It’s impolite for us to do whatever we want without permission. We have to ask!”

Luna starred, transfixed at the lengthy hunk of man meat before her, unable to tear her gaze from the throbbing mass. Her mouth watered as it prepared itself to welcome it, all the while receiving an overwhelming smell of the boy’s musk as it flooded her senses as she waited mere inches away. Her lips constantly pursed and unpursed, as if she was having an internal struggle to simply dive in without asking. The wait was simply killing her!

“M-may I?” Luna asked.

“May you what, Luna?” Sunset chided. “Be specific!”

“May I p-please suck your cock… Flash?” Luna whimpered as she bounced impatiently on her knees, providing quite the show yet showing that she was no longer the one in charge of the school.

Flash conveyed a definite “yes” answer by taking hold of the sides of Luna’s head and pulling her into his cock. His cock slipped through her moist lips, skillfully passing over her tongue as it slid down her throat. Flash immediately voiced a grunt of approval as he clutched Luna’s head ever tighter.

“Holy f-fuck… she’s really doing it!” Teddy exclaimed as his vice principal not just worked, but greedily went to town! It was Flash’s turn to have his knees go weak as Luna’s tongue lapped away at the underside of his cock. Occasionally flicking around his sensitive head before gliding it back in to hit the back of her throat.

Sunset giggled playfully, bracing her hands on her knees as she leaned over for a closer look. “Obviously not our principal’s first time doing this! Look at her work that dick!” The girls could hardly believe it either. There knelt one of their role models, a woman who had always been a symbol of power and authority in their lives… yet she willingly lapped away at her student’s cock like a whore in heat, knowing they were all watching her! Even more, she urged them all to do the same thing! “Alright, girls! I think you get the idea! Look to your partners and see if they are suffering the same ‘problem’ Flash is having. Don’t worry if you’re new at it! You’ll be getting plenty of practice!”


With great effort, Baton Switch managed to tear her eyes from the incredibly lewd scene on stage as she turned her gaze to Nolan’s pants. An audible gulp was heard in her throat as she saw the clear signs of a erection pressing against the material. That was hers! That was her problem to deal with! She dropped between Nolan’s legs. With trembling hands she undid his fly before yanking them down.

“Whoa…” she gasped as the rod sprung free, almost flicking her nose. “I… I wasn’t expecting it to be this big…” Amidst the scene of his principal debasing herself, Nolan finally noticed that his pants had been tugged down. Baton Switch kneeling adorably between his legs staring at his steamy erect cock. “M-may I suck your cock?” She whimpered weakly, before slipping in, “please?”

“Y-yeah… go ahead,” Nolan breathed, hardly believing this was happening at all. He had to pinch his arm to convince himself he wasn’t dreaming.

Baton Switch nodded as her jaw dropped, granting Nolan a brief look at the moist hole his cock would be spending its time in the years to come before the tip of his member was enveloped. Baton shuddered as the first taste of cock graced her tongue. It wasn’t nearly as bad as she expected. Actually… it wasn’t bad at all.

Sunset bit her lip nervously as she suppressed her desire to join in the fun, cursing the changelings’ rule against female masturbation. Sure, Tylus had said Chrysalis wasn’t mad at her, but for some reason, even though she had only known the woman for a short while, Sunset was getting the distinct feeling that Chrysalis was one for holding grudges. And a sexy changeling queen, who happened to be one of the most powerful beings in Equestria, on top of being the one who was unofficially calling the shots, was not someone Sunset wanted to be getting on their bad side. Not telling her that she was originally a unicorn from Equestria had been strike one and destroying the magical mirror portal was strike two… What better way to get back to being seen in a positive light then coaxing her female human friends towards sexual servitude!

Glancing around the room, things were already starting to take off. Pants were being tugged down as cocks were given a much-needed polish. Sunset took note of many of their techniques. She knew going into this that, unlike Luna, many of these girls were virgins with no experience in oral sex, much less regular sex.

“Make sure to take their entire lengths into your mouths, girls! If it’s uncomfortable, bear though it! Take note from Luna!” Sunset exclaimed, gesturing to their vice principal. “See how she switches to stroking Flash off when her mouth needs a break? And how she keeps eye contact with her partner? They love that when you’re beneath them! Don’t be afraid to be creative! And guys! You can help them with that! If you want a little something extra done, tell them to do it!”

Brawly grinned wildly as he heard Sunset’s instructions, remembering that he was in complete control. Fluttershy was the complete package having the perfect set of tits, ass, and figure in all of CHS. But that wasn’t to say her blowjob skills were flawless. The nervous girl was a shaking mess. Thankfully driven more by her bodily instinct than her panicking brain, but she maintained sloppy mouth work nevertheless. Though, why not play to the girl’s strengths?

“Shhhhh, relax, Fluttershy, you’re doing great,” Brawly gently cooed as he placed two comforting hands on her shoulders. Fluttershy’s heart was stricken with relief, eternally thankful that her high school heart-throb and partner was being so caring and understanding as he patiently guided her through this strangely arousing ordeal. “Let’s switch things around though… I have a feeling this might work better…” Brawly said before leaning in and whispering a command into the timid girl’s ear. With his cock still lodged within her mouth Fluttershy nodded. She didn’t quite understand why that would work better herself, but already knew it was only polite to do what her man told her to do. With a gasp, she removed his throbbing member before raising herself up slightly.

“L-like this?” Fluttershy squeaked. Brawly’s cock soon twitched in joy as it was suddenly embraced on all sides by some of the warmest, smoothest, and snuggest tit flesh imaginable. Fluttershy hugging both of her titantic tits together from the sides as she made use of the lubrication she had thoroughly coated Brawly’s cock with. Not soon after did she start raising and lowering herself, slowly stroking off her partner’s meat with two of the best tits a boy could ask for.

“Fucccckkkkkk….. Yeah!” Brawly groaned, throwing his head back as his groin was overcome with heavenly pleasure. “There’s a good girl!” He smiled as he affentionedly stroke the top of the girl’s head. Fluttershy gave a warm smile followed by her trademark blush as she reveled in her partner’s pleasure. Growing slightly more confident in herself as a woman.

“Great job, Fluttershy! Keep at it!” Sunset beamed as she spotted her friend in the top row. She always knew the shy girl was capable of great things. Other girls who were nearly as gifted as Fluttershy tried their hands at boobjobs as well. Twilight, on the other hand preferred learning the ropes with Thunderbass’s cockhead locked firmly in her mouth. Trying different techniques with her tongue as she tended to different areas of the shaft as if determined to master the craft in a single try. From tending to the veiny underside to hollowing her tongue out and allowing it a smooth surface as it glided across it, Thunderbass was all too appreciative of her efforts as Twilight carefully noted his exact reactions. His cock showed how thankful he was as well as it unleashed glob after glob of sweet precum. All of which Twilight hungrily swallowed down, convincing her even further not to take the cock out of her mouth until the job was done.

For more experienced girls like Sweetie Belle, they shot straight to deep throating. Her eyes tearing up slightly as each gag brought pleasurable vibrations along Button Mash’s cock. During her short downtime, she fondled away at the boy’s balls, casting nervous glances to her sister to check if she was looking her way before gulping the cock back down. Not only did she totally not want to explain how she had gotten so skilled at blowjobs, she definitely did not want to deal with her sister knowing that she was better at them than she was. Fortunately, Rarity was thoroughly engaged with Thunderlane’s twitching mass.


“Remember as you’re about to finish up, guys! Especially the lucky guys getting tit jobs! The ponies aren’t going to like it if their find their cushions and pillows with stains on them!” Sunset slyly hinted as she settled into a kneeling position aside Luna, preparing for a show. When a group of people were ever engaged in a collective love fest, the changeling magic in the air assisted in its own special way. Holding some off while it edged others on further, all in an effort so that couples and groups could achieve a simultaneous climax. How in Equestria did ponies ever have sex before the changelings arrived?!

“F-fuck… here it comes!” Flash grunted as he neared his inevitable peak. Despite the lustful haze in her mind, Luna managed to catch on as the boy’s cock lodged within her mouth began to twitch and throb wildly. Her tongue, sensitive enough to tell the tip was swelling up as it lapped against it. The still logical part of her brain worked quickly to try and decide where it would be best for him to unload. She never did like the taste of cum, so swallowing a fresh helping of the substance was not appealing. On the other hand, if she pulled it out and finished the boy off, he would undoubtedly coat her entire front upper body with his seed. Providing a rather embarrassing and even more degrading look for a vice principal.

But as it turned out, Flash wasn’t prepared to allow the woman that much of a choice. Clamping tightly on her head, Flash began to ruthlessly facefuck his vice principal’s mouth like it was merely a fuckhole. Luna’s eyes widening in shock as the student’s balls repeatedly beat against her chin. Flash cooed in ecstasy as he thrust himself in and out of Luna’s facehole, relishing how snugly his cock fit inside as he pumped himself over the edge.

“Oooooohhhhh….” Flash groaned as he passed the point of no return. His cock exploding like a fire hose as it released its pent up payload. What felt like gallons of frothy rich cum shot out, washing over Luna’s tongue before sailing down her throat.

Luna panicked as her stomach was quickly pumped full of the creamy jizz. Desperately trying to pull her head back only to find it locked firmly in place by Flash’s lust-crazed grip. Yet, after a moment, she realized that this boy’s cum didn’t taste bad at all! Somehow, for reasons that escaped her, it tasted like a souffle of flavor!

Octavia was coming to same strange realization as Curly Wind’s hot cum rapidly coated the insides of her mouth. Was a boy’s cum really this delicious? Why had she not started giving blowjobs ages ago!?

Rainbow likewise stopped her instinctive struggle as Teddy pumped his cream down her throat. To her, it felt like her tongue was having an orgasm all on its own!

Sunset watched, fascinated as Luna’s throat muscles desperately and willingly worked to swallow the entire load, coupled with the frequent audible sound of swallowing. It was good the girls were finally getting a drink of the salty cream. After all, they had been asleep for a good long time. Their stomachs needed a bit of substance in them to keep them fed. And from her days of giving Flash all of those topless blowjob in the backseat of his car, Sunset knew he was exactly the student to deliver in that department.

With a desperate gasp though, Flash suddenly released his death grip on Luna’s head, popping his still spurting cock out, taking a step back. He wasn’t done yet. His hand shot to his throbbing cock as he rapidly stroked himself off, aiming his member at the vice principal. Luna barely had enough time to release a disappointed moan before a nervous gulp as she realized what was about to happen. Her eyes clamped shut just in time as her face was sprayed down with the student’s frothy white seed. Her eyes, cheeks, nose, and chin were all given a healthy coating of cum. Luna desperately opened her mouth wider, hoping that most of it would land inside her mouth, but her efforts were too late as Flash had moved on. Several more streams of sticky baby batter gushed out, flying towards Luna’s breasts as if magnetically drawn. Each of her jugs were given a equal helping, with a good amount of the rich semen flowing between her cleavage.

“Hold still for a while. Hands in your lap,” Sunset whispered into Luna’s ear as she waited for the boys to come down from what was easy to assume, the best orgasm in their young lives. The room was a panting mess as they all relaxed from their euphoric high. She found many of the girls greedily resuming sucking their partners’ shafts, quite hungry for more of the tasty treat. It worked to the boys’ advantage though as their shafts were thoroughly cleaned.

Thunderlane didn’t have the slightest idea what was going on. He just released what felt like a solid gallon of his spunk down Rarity’s tight throat, a good deal times more than he ever had cum before in his life. On top of that, he slowly came to the realization that his cock was still hard as a rock! Usually he lost most of his sexual desire after dumping his load. But now, it was all still there! He still wanted to do naughty things to his sexy little partner!

“Now, boys… how did that feel?” Sunset asked the crowd.

“A-amazing…” Flash gasped.

“Incredible,” Brawly added.

“That seriously just blew my mind…” Heath Burns said. “I feel like I’m in heaven!”

Sunset found even a few girls from Pinkie Pie to Cloudy Kicks voicing their enjoyment from the experience. The body language of some of the more silent and reserved ladies like Twilight, Applejack, and Rarity showed they didn’t find it off-putting either. An enjoyable time was had by all.

Good… Now we could kick this up a notch…

“Great! Now it’s customary in a more formal setting for a woman to thank a man for the opportunity to suck him off like this. Especially if they decide to cum in your mouth.” Sunset waited a moment as a round of sincere thanks were given to the guys before continuing. “Blowjobs are quite common in Equestria. Stallions and mares both walk away happy from the experience so you can see it as everyone winning. But… oh no,” Sunset announced with fake dismay, gesturing to Luna’s cum-soaked form. “It looks like our principal was on the receiving end of quite a shower.” She allowed the student body a good long look on their vice principal as they burned the image of her into their memories. Now Luna was a proper role model to the girls of CHS, firmly displaying to them all a woman’s highest achievement and best look in life. All while a man stood triumphantly next to her with a proud grin on his face. Like a hunter who had bagged his prize catch posing for a photo. “Guys, it’s perfectly okay, if you ever feel like it, to unload yourself onto your partner’s bodies like this. All, it means is that, girls, you have to make sure to stay still while the guys finishes hosing you down and you have to tend to a bit more clean up afterwards. Remember, we don’t want to make a mess! So with that said, any girls want to help clean Luna up?” Sunset asked with a slight giggle.

Several girls in the front row including Applebloom, Wallflower Blush, Aqua Blossom, Pinkie Pie, and Cherry Crash all burst forward at the drop of the hat. Jumping to their feet and racing towards the center stage. Desperately hungry for more of that delicious cum!

Only as the girls were mere feet away from the principal did they find their feet no longer making contact with the ground. Rather, they were being magically levitated in place by Sunset’s magic. “Ah ah ah,” Sunset lightly scolded with a smile on her face. “Remember what we talked about. Here’s a helpful rhyme in case you forgot: Ask a man if you can!”

Some of the smarter girls in the front most who had waited turned to their partners as they quickly asked. They gladly agreed to let them go.

Sweetie Belle, Paisley, and Mystery Mint all stood up and made their way to center stage with smiles on their faces. Obvious that they were not caring how perverted the scene promised to be. The other girls tasted how good cum was themselves! They would understand why they were doing this.

“Good… in this situation though, it customary for a girl to crawl on her hands and knees,” Sunset added as she demonstrated just that. “Lowering yourself to the same height as Luna while approaching slowly shows that you aren’t a threat as your pose itself asks for permission. Some mares can get quite greedy when it comes to cum.” Sunset had only been in Equestria a short while and knew those words were truer than most. Actually, most of what she was saying wasn’t even lying to her friends. Most of it was technically true and worked to push her friends in the right direction. Just like after she had been reformed from being the school’s bully to everyone’s favorite friendliest gal, Sunset relished how refreshingly nice it felt to be the good guy again!

Everyone watched the hot scene as the three girls obediently dropped down onto their hands and knees. Their breasts wildly bouncing and swaying, drooping downwards from their chest as they crawled over to where Luna knelt still. Sweetie Belle and Mystery Mint both wordlessly agreed to take one of each of Luna’s jugs, leaning forward on their hands as they happily lapped up each splatter of pearly white cum with their nimble tongues. Paisley was in the middle, cleaning Luna’s face as best she could. Sunset frowned slightly before remembering these girls’ experience level. A better trained girl would have politely kissed Luna on the lips and shared some of the cum she had collected as fair payment. But, they had a long way to go, that much was certain.

To the rest of the school, the entire scene looked oddly similar to a trio of kittens gathering around their mother as they desperately worked for milk. It was enough to make their cocks throb and twitch again in need.

“That should do it!” Sunset announced as Luna’s features became clean enough for her to safely open her eyes. “Boys, give your partners a pet on head to tell them they did a good job!” The trio, lips still smacking with the bonus helping of Flash’s salty cum happily crawled back to their places beside their partners. Sunset also released the few she was holding in the air with her magic. Those girls whined in disappointment as they too crawled back empty-handed.

“Sunset…” Luna spoke out now, worry coursing through her voice. The long period of eyes-shut stillness had given her ample time to calm from her sexual high and think. It was likely she was the only one in the room still thinking straight. If she didn’t say something, no one would. “Forgive me for asking but aren’t things here a tad… one sided? From my perspective, it seems as though the male in these relationships holds all the power.”

“Well, that’s not quite true, Vice Principal Luna,” Sunset replied. “We’ve only seen the half of give and take relationship so far.”

Luna breathed a sigh of relief, reassurance in Sunset’s plan coming back in full. That was, until Flash issued her another order.

“Face away from the crowd, Luna,” Flash said. Luna complied as she rotated her kneeling position a quick 180 degrees, slightly grateful to hide her lady parts from her student body again. As if her dignity had not since been put through the wash. Soon after she felt a gentle yet firm hand on the back of her neck, pushing her forward and down. Luna didn’t resist as she fell, arms bracing her as her head was pushed almost completely to the floor. Flash’s other hand positioned itself on her groin, insuring it stayed up in the air. Luna grimaced in embarrassment as she realized she was assuming a true “face down, ass up” position in front of her entire school. Flash finished up by gently tugging her legs apart slightly, ensuring the entire school got a clean view of her shaven pussy. A lucky few in the bottom level of the center front row all managed a sight of her breasts mashing into the floor below.

“As we’ve gone over so far,” Sunset addressed the school, “us girls are obligated to help guys out when they notice them aroused,” A quick series of feminine giggles were heard ringing out through the crowd. A good sign that things were getting more relaxed. “But, to address Luna’s concerns, it goes both ways for the guys too. If, at any time you notice a woman is aroused, it is in your best interests to help them deal with their arousal as well. It’s an easy check.” Sunset crawled up beside’s Luna’s upwards-facing butt as she slowly brought her finger to Luna’s folds. Gentle working with her nimble fingers, she rubbed quick circles across Luna’s damp slit. With her index and middle finger she spread open her nethers, allowing her audience a brief look at the snug walls awaiting a cock before slipping the two fingers inside. To Sunset’s surprise, her efforts were not met with a approving moan by Luna. Rather, the women had bitten her lip to suppress one, wanting to maintain whatever shred of dignity she still held.

Feisty one… Princess Celestia is really going to have fun training this one… Sunset thought with glee as she upped her game. Fingers pulling out then thrusting deeper inside as they were hugged by Luna’ walls. As if like a finely tuned instrument, Sunset flicked the woman’s clit, bringing a suppressed lusty moan to grace the ears of her entire student body.

“Yeah, she’s incredibly wet,” Sunset grinned as she withdrew her fingers before dipping the digits into her own mouth. Her tongue lapped away the principal’s arousal as if confirming the fact. “It’s obvious our principal is enjoying the treatment she is going through. Which is nothing to be ashamed about, of course. It’s only natural for our bodies, and only healthy that we do something about it rather than ignore our natural instinct.” Sunset noticed many of the guys in the crowd had taken to checking their own partners if they were wet. What would have once been an open and shut case of sexual assault was now allowed without protest. Even Luna didn’t voice her further concerns as even she could see this was all leading up to her original desired goal for her students of repopulating the human race. Though regrettably remembering that, as a woman, it was her duty to get knocked up with a child as well.

“Now there’s a million different ways a guy can help their partner alleviate this arousal. Use toys, give them a tongue lashing, finger them to climax, and so on. There really is no rules for you, do whatever you want to them. However, for the purpose of this instruction, I think it’s best we focus on the main way a stallion helps a mare…” She nudged Flash in the arm.

“Hey Luna… why don’t you tell us, what’s your favorite position?” Flash asked.

Luna gave another ashamed unseen blush as she was faced with the question, remembering, as per Sunset’s instructions, a female always obeys an order from a male.

“D-doggy style,” Luna spoke, remembering back to a certain regrettable night she had spent over at Superintendent Sombra’s house. She had no idea how she had let herself get that drunk, but she was glad she managed to slip out quietly after Sombra had dozen off after their climax. She did always regret not giving into her curiosity though and seeing what special project Sombra claimed he wanted to show her in his basement.

“Mine too!” Sunset beamed, quickly assuming the position herself as she showed just how casual one could be about sex. “Why do you like it, Luna?”

“Ummmm.. t-the angle… and the spots it hits. I can feel it inside more than the others…” Luna said, hoping the shortened answer of an essay she could write on the subject would satisfy Sunset.

“That, and,” Sunset added with a delightful lick of her lips, “I love how I feel so natural and animalistic during it. Like I’m an animal myself! Not to mention how I relish feeling submissive and vulnerable… the guy having complete control over us! How our boobs droop down and swing out of control as they fuck us wild...”

“She’s not lying there…” Flash said with a chuckle, remembering back to the back seat of his car again. A bit of his boyish charm got some of Sunset’s topless blowjobs to give him the full reluctant Sunset package! Flash quickly got up, throwing the remainder of his clothes off as he joined the women in complete nudity. Other guys followed partly in suit, throwing off their shirts to the edges of the room and giving their partners something else to drool over. Though Sunset didn’t gather up all of their clothing. “Alright…” Flash grinned as he used his hands to position Luna’s hips, facing the class now, with the principal on her hands and knees. He took his rightful place behind her, grasping the base of his cock as he lightly tapped the head several times against her bouncy butt.

The school waited on bated breath, wanting to see if Flash would actually take the final step. Guys were waiting to see if he would be the one to fulfill their shared dream. Even some girls were silently mouthing: do it… do it…

But with restraint worthy of the Titans, Flash held back. At least, partially. He inserted just the tip of his cock into Luna’s warm folds, slowly running it up and down. Taking great pleasure as he endlessly teased her. Making sure the woman always knew he was there and in control with the ability to claim her cunt for himself whenever he so wished.

“D-do it!” Luna moaned, no longer caring as to her appearance to the rest of the school. It was obvious all she wanted was that rock hard cock drilling her insides. Flash dipped another inch inside, but quickly pulled out, bringing another needy whine from the sexy principal. “S-stop teasing me and fuck me!!”

“Get into positions, everyone!” Sunset ordered the class, seemingly strangely ignoring Luna for the time being. “Let’s get ready to follow along!” The students didn’t need to be told twice. Some of them had already taken the initiative. Many of them following the guy’s lead as they adjusted their partners in their preferred position. Copying the stage couple’s doggy style was the most popular choice, followed closely by missionary. All of them though revolved around the man on top with their girls below, making sure both had a view of the action on stage. Legs spread, held together, or ankles bent back to their heads. Some girls marveled at their body’s sudden ability to flex without the slightest bit of discomfort or pain, but it did not linger in their thoughts for long.

For some reason though, none of the boys chose to thrust in. All of them were simply teasing… slowly rubbing their cocks along their wetness to slicken them up, or idly reaching around and groping their sensitive breasts rough enough to leave handprints. They were offering their most sacred of places to the horny teenagers without any strings… but they weren’t doing anything! What was going on? Had they planned this?

“Don’t go yet,” Sunset spoke, gazing upon a room full of students a few inches away from having the best time of their young lives. They were all held still as if they were being primed. It didn’t take long for some to forget their place as they acted like they had control of what was about to happen.

“Fuck me already!”


“Ram it in there!”

“Go on! Do it!”

“What are you waiting for, Nolan?”

“Please please please please!! I sooo need this!!”

Luna wracked the small part of her brain that was still functioning through the thick fog of lust clouding it. What was Sunset doing?! They were so close to saving the human race! All they had to do was thrust inside!

Sunset sighed, though she understood. To the changelings, this was technically considered torture. But, not without a cause they had all worked out beforehand.

“Wait! Before you all start, we have to see to the most important part!” Sunset exclaimed as the tension and heat in the room continually increased at an alarming rate.

With a sudden*poof* dozens of objects magically appeared out of thin air, thanks to Sunset’s magic, as they fell to each student couple. The unicorn picked one up as she held it aloft with her magic.

“This is a little something you’ll see every mare in Equestria wearing. Technically, it’s the only thing you’ll ever see them wearing,” Sunset smiled as she pointed to a black leather like collar. “Putting on this collar around your neck, girls, is an agreement of sorts. You are saying that, as long as you are in Equestria, you agree to live and be treated by Equestrian laws. You forfeit any and all of your rights as human beings, but instead, gain all the rights of being an Equestrian mare! Which is pretty much everything I’ve covered so far… It also comes with a few magically installed safety features for us along with a slew of other benefits. If you agree… tell your partner to put it on. If you don’t want to do it, you girls can go wait outside while to rest of us have our fun. We can’t treat you like mares if you don’t want to be after all!”

Luna craned her neck around to glance at this collar that was apparently important enough to pause her lay. She recognized it instantly. It was the same exact and only thing she had seen alicorn Luna and Celestia wearing! It looked rather intricate. With soft black leather, a metal tag on front, and a silver loop on the back. Something one might see around the neck of a household pet… But surely that was just an Earth trend for collars. Here they could have been normal necklaces! And if they were good enough for alicorn Luna and her sister, it should be fine for her to accept it!

“Very well… put it on,” Luna spoke to Sunset’s utter glee. She turned her head back facing forward as Flash fumbled with the collar. He parted the two sides as he reached around Luna’s neck, her heart beating like crazy as the boy moved it into position. As soon as the open collar got near an empty woman’s neckline it magically surged forward. The collar hit the front of her throat as the straps wrapped around her neck, meeting together on the other side as they melded together in a seamless, unbreakable bond. Flash gave it a few quick tugs to ensure it was on and safely locked into her neck.

Sunset gave a glance to the crowd, sure enough, they had been looking to their vice principal for guidance as they too contemplated whether or not to take it. Well, as much as a girl could when they were horny as all hell, along with a cock mere inches away from their needy wet cunts that would only drive in upon their agreement.

If I put this on… I’m agreeing to do anything a man asks me to? Twilight pondered to herself. But Sunset is wearing one too! She’s never steered me wrong before! Heck, all of Equestria is wearing them! I’m just being paranoid again.

I have to obey men… Blow them whenever I make them hard… Ugggg. But they also have to get ME off whenever I get horny! HA! Knowing me, I bet I’m getting the better deal here. Rainbow thought.

Fluttershy thought nervously to herself. Oh my… s-such a hard choice. What are the girls choosing to do? What does Brawly want me to do? Oh dear… he seems like he would be happy if I put it on… It does sort of look like a pet collar. Maybe he’ll treat me like one… 

Those intricate designs! That divine shape! That soft velvety texture! It looks simply to die for!! The principle of neckline fashion! How can I say no to such a gift? Rarity thought. Oh and that other stuff as well. There’s no need for worry in giving them such control. It’s quite apparent Thunderlane well knows how to properly treat a lady. I’d reason the other men of this world know as well.

Ah don’t know about this whole thing… but Ah reckon it’s not so bad. Sunset said it only applies in Equestria. We can go home in two weeks time. What’s the worst the can happen in two weeks? Besides! Ah’m really digging for this overdue apple fucking! Applejack thought.

Wait… Was Sunset saying something again? Pinkie Pie thought.

One by one, each girl agreed, allowing their partners access to their necks. Some moved their hair out of the way as the collar ends were spread open and positioned and moved towards their bare necks. One by one they were drawn to the necks as the collars bound themselves permanently to the girl’s bodies. Signifying their new roles in Equestria.

Just as Sunset predicted, it only took a few girls to really get the ball rolling. The fear of judgement departed as the sense of peer pressure rolled in. Every girl was taking a collar, every girl was now due for the fucking of a lifetime. No one wanted to be left out.

Sunset breathed a long overdue sigh of relief as the last collar was strapped firmly in place around Cloudy Kick’s neck. Every girl had willingly accepted a changeling collar. Now, officially and legally, she and her friends were of equal standing! Chrysalis would be happy with her once again! The changeling could finally relax. Humans acted similarly enough to ponies. And most of all, there was an endless series of nights ahead with sexy cum-filled romps with her best friends by her side. Now, Equestria was truly a paradise.

“Have fun!” Sunset beamed. With that cue, the boys in the room gratefully plunged forward. Their cocks acting like spears as they easily shot through the wet tunnels of their classmates’ pussies. Some taking a moment to fully savor that heavenly feeling as dozens of virginities were claimed in an instant. None sad to see them go.

“Yeeeesssssssssssss!!!” Luna squealed like a whore as Flash’s cock pierced her nethers. Flash grinny smugly as their slut of a principal came from only a few thrusts. He didn’t let up though as he ruthlessly jackhammered his cock into her hole. It felt exactly like he thought it would. The woman was a snug perfect fit for his cock. Each time he pushed in, her walls clamped down, hugging him tightly as if not willing to let him leave. He would definitely enjoy having his way with this slut in their time to come.

Brawly was one of those who easily choose for Fluttershy to be on the floor. Her slender legs were flexible enough to hold her ankles by her head without even before the changeling magic and the aid of his hands. This allowed him the perfect view of her uncontrolled, bouncing, prize-winning tits as he ruthlessly pounded into her womanhood. As if already taking to her new station in life, Fluttershy was acting like an animal in in the hottest of heats. Being her first time did not couple well with the fact the changelings’ magic amplified her body’s sensitivity and pleasure. Each thrust of Brawly’s cock inside her felt as though it was making her very mind melt. Rivers of her feminine arousal were flowing down from her nethers. Her tongue lolled out of her mouth, having since lost track of how many times she had come to the endless onslaught of ecstasy. Brawly attached a free hand to her madly swaying tit, groping it like she was his toy. She didn’t care. He could touch her body and finger all her naughty places. She would willingly be his toy as long as Brawly and his wonderful cock did more of this to her!

“Yes! Ooohhh! Yes! Take me, you handsome stud!!” Rarity was likewise in the throes of bliss as Thunderlane’s cock introduced her body to a new realm of pleasure. Her will to maintain a ladylike decorum faded as Thunderlane responded to her challenge by upping the pace of his thrusts, shooting another compliment to her concerning the quality of her cunt. Now the only thing escaping her cum-coated lips were naughty moans and screams worthy of a true nymphomaniac. Fingers, dildos, vibrators… all of those went out her head in a moment. She knew from this day forward none of them would satisfy her lustful craving for pleasure as much as a real cock would.

Sunset gave a content smile as she gazed around the room. Happy, this one time to be a witness for once rather than a participant, for this was truly history in the making. The endless sound of flesh clapping against flesh filled the room, coupled with the lusty moans, and dicks pounding into wet cunts. She briefly remembered back in the other world, there was so much worry in all of their lives, what their destiny was. What would they be when they grew up? What type of person were they? All of those questions for all of her classmates had just been answered today. This was their destiny. This is what they would be doing for years to come. They were people who loved everything about sex. Just like ponies!

Sweet Leaves’s legs twitched wildly in reaction to Heath Burns actions. He planted a trail of loving kisses down the side of her neck as he softly stroked her sides like her long-lost lover. Sweet Leaves didn’t know exactly how her highschool crush knew exactly what turned her on in the darkest depths of her perverted thoughts, but rather considered herself the luckiest girl in the world to have paired with him! The signs were adding up to be conclusive. This wasn’t just a romp with a random classmate she happened to like… this was her soulmate. Heath was destined to be with her forever! To her partner though, this only meant greater pleasure. Her very womb itself felt like it was sucking his cock deeper in, begging for his seed as Sweet’s mind, body, and soul willingly put themselves at his mercy.

“Ahhhh!...Ahhhh!...Ahhhh!” Twilight moaned. Her first attempt at a doggy style rutting was going way different than she had ever fantasized. She had not anticipated the feeling, the unprecedented fullness as a cock popped inside her. Her inner walls were rippling at the strange foreign intrusion, her sensitive depths lighting up with pleasure as her virgin hole was claimed. The veiny shaft opened her up wider than she had ever been before as Thunderbass hit every fold and sensitive spot as it drove into her body. She could feel it inside her, its deepness, the heat of the cock as she was impaled with each and every glorious inch.

Her body trembled, unprepared and unable to cope with the sheer throes of pleasure this boy was sending through with just a few ruts of his hips. The pressure had built up like a balloon that popped and popped again. Her arms grew weak as her body was wracked with multiple orgasms, unable to sustain her weight as they faltered, her upper body collapsing against the cushions below as her tongue fell from her mouth in an undignified state. It didn’t impede Thunderbass though as her hips were held upright, allowing his cock to continue its free passage into her overflowing hole.

Teddy couldn’t stop grinning as he laid his claim to Rainbow’s pussy. Like he and everyone else at school suspected, Rainbow had the tightest pussy at school. Those hours upon hours of endless sports finally being put to something useful. She was coping through the dangerous levels of bodily pleasure better than the girls next to her. Even went as far as to wag her hips as he hilted himself into her womb. Teddy wasn’t even done using her before he even started planning how he would lay waste to her womanhood next. And he would have all the time in the world to break this slut in. She belonged to him now as his property, after all.

Sunset whimpered slightly now as the heat in the room was getting to her too. Every girl in the room was being pounded to oblivion with a thick cock except her… she felt she was on the verge of a orgasm without even touching herself. Changeling magic was weird in someway. Her weak legs grinded against each other as they desperately sought some sort of stimulation. Yet she knew she would be harshly punished if she even thought of masturbating.

“Over here, Sunny,” Flash grinned, patting Luna’s side as he continued his relentless assault on her nethers. Sunset smiled happily as she obeyed the boy’s command. Taking position on her hands and knees next to her moaning vice principal. A loud slap was heard as Flash’s hand spanked into her bare rump.

“Ahhhhh….” Sunset whorishly moaned, wiggling her butt as if begging for more.

“Couldn’t ask for a better girl,” Flash beamed before reaching over and shooting his fingers into the unicorn’s soaping unused cunt. Sunset screamed at the top of her lungs as the student’s digits wiggled inside her.

“Soooo much better than my own hands,” Sunset groaned as she enjoyed the sensation. Men really were the best.

Sunset simply lay there, enjoying the moment. Content with all things in life as her privates were played with, her friends were having the time of their lives, and everyone was just so… happy. She wished that this moment here would last an eternity. That the cocks reaming these girls would do so until the end of time. Every part of the girls’ bodies would be touched, caressed, and explored before being coated in layers upon layers of cum from every guy. All of her girl friends would be bought and pushed over the edge to countless orgasms as they learned what it truly meant to be a woman. Sadly, all good things in life eventually came to an end. But not without going out with a bang.

Sunset struggled to grip control of her mind as she attempted to speak. Issuing her most important instruction yet to all the boys in the room. “Inside!! Cum inside them!!” She managed before collapsing downwards as her arms gave way, Flash having double timed his fingers and rutting as if to reward her choice of words.

No one needed to be told twice. Their tempos increasing as they made sure to make the last few moments of their first orgy the most memorable. The grips on waists and hips tightened down, ensuring the girls wouldn’t be able to escape from what was coming even if they tried. Their thrusts grew more feral and uncontrollable as they hit the glorious apex of their lives.

One final thrust, as deep as their throbbing cocks could go, piercing as deep into their lover’s womb. Not a moment later did the dam burst. The pulsating cockhead bursting like they had pent up a year’s worth of seed. Feminine screams and howls were heard, the loudest yet as their rippling walls clamped down like a vise. The tightest grip yet as their bodies desperately worked on their own to coax out every drop of the gift it had worked for.

The students, boys and girls alike, found their bodies locked in place, unable to move as torrents of fertile potent seed erupted forth. Filling every available inch of empty space in the girls’ wombs, painting them white. Endless jets of creamy spunk was pumped into them as their wombs reached capacity and started to slightly expand outwards, foreshadowing what was to come. Feminine moans were heard all around as their wombs were finally marked with their new owners’ fertile seed. Their bodies rewarding them with their most powerful climax yet. Spines tingled, visions blurred as fireworks went off in their eyes. Their muscles gave way completely, as did many of their minds. Unable to cope with the pure unadulterated pleasure countless leagues above anything they had ever experienced in their young lives. It was all their brains could do was shut down as their wombs were seeded.

One by one, eyes rolled into the back of the girls’ heads as they moaned their last and fell into unconsciousness. Their walls still working on bodily instinct alone to milk out every last stream of cum their partners’ wonderful cocks had to gift them. What felt like several gallons of semen had been pumped directly inside the girls’ bodies over the course of several full minutes, signalling their pregnancies were all but assured.

The room was eerily still in the moments after, the boys, and the few still conscious girls basking in the radiant afterglow their actions had led to. There were no words, just ragged breaths and the occasional pop as a cock sprung free from the airtight seal their partners’ pussy lips had formed around their members.

Sunset too, mewled in satisfaction as she felt more complete in her life than she ever had before. Taking a glance to her side she quickly noticed Luna was one of the many whose consciousness did not survive the ecstasy of the ordeal. The vice principal’s naked body lay flat on the ground. Used, exhausted, and defeated. Flash stood triumphantly over the conquered woman, the weapon between his legs still slick with a mixture of her sexual juices and his cum.

Sunset giggled again before asking. “May I help clean up… master?” 

“Go right ahead,” Flash grinned, petting the unicorn’s head one last time.

Taking the boy’s cock into her mouth briefly, Sunset bobbed her head several times as she sucked and cleaned every drip of fluid from the boy’s member. Greedily swallowing the delicious mixture down with a smile. “Thank you…” Sunset smiled. Now this was going to be the perfect reward for a job well done!

Crawling around behind Luna, Sunset spread the legs of the vice principal, closely inspecting the solid river of thick white cum flowing outwards from the woman’s abused lower lips, which were found still twitching slightly in aftershocks of her mind-numbing orgasm. Sunset gave a quick nod before her horn ignited with magic again. The river of outflowing spunk promptly stopping as a magical barrier sealed the rest of the payload safety inside Luna’s womb as it hunted down her eggs.

The classroom remained quiet after that while Sunset continued to work. Most of the girls remained unconscious while some of the guys celebrated amongst themselves. High fiving and talking as others simply folded their hands behind their heads as they lay back to relax. Enjoying the afterglow of what they had all just done together.

One by one, Sunset crawled and checked over each of her female classmates. Gently spreading their twitching legs to check if their glistening folds had properly been inseminated before likewise magically sealing the potent substance inside them. Afterwards, she used her mouth to tend to cleaning the tasty juices of each boy, giving a small kiss on the tip and a warm smile shot upwards in thanks. A few of the girls who had maintained their consciousness beat Sunset to the task of cleaning, but still had their partner’s cum sealed inside them. It brought no small pleasure to Sunset to see some of the students affectionately kissing and petting their partners. Sleeping or awake.

It took awhile to get to everyone, but the room needed a good long break. Finally, with one last magical seal, Sunset blocked off the outwards flow of cum in Fluttershy’s freshly deflowered pussy.

“Well…” Sunset finally said, breaking the silence. “I think this went as well as anyone could have hoped for. If you guys want, I can show you all to the dorms where you’ll be staying. If you knocked out your partner, it’s probably best you pick them up and bring them along,” Sunset said briefly before remembering that all the guys were still naked. “Oh! And you can get dressed now too, guys.”

“D-dressed?” Rainbow muttered as she, Cloudy Kicks, and Baton Switch all watched in shock as the boys collected their discarded clothing laying around the room and put them back on, concealing their bodies from their prying eyes. Unlike their own clothes, theirs had not been magically teleported away! The door to the room finally unlocked as they were allowed passage outside. “I-I thought we all had to be naked in this world…”

“Oh… I guess I forgot to mention that,” Sunset giggled slyly with a mischievous look, tapping her collar. “That’s only a rule for us girls…”

“W-what?” Rainbow gasped as she was suddenly scooped up into the surprisingly strong arms of a fully clothed Teddy as he carried her to the door.

“Hey, I kind of like my clothes,” Teddy chuckled defensively. “And I would kind of like it if you stayed naked, Rainbow.”

After the major rutting and climax fest they had just been on the receiving end of, Rainbow and the other girls didn’t exactly desire anything that would hinder, in any way, that type of love making from happening again in the near future. Besides, the rush of their shared experience still had her thinking her nudity wasn’t that much of an embarrassing thing anymore.

“Okay, f-fine! But you owe us big time for this,” Rainbow pouted as she crossed her arms as her new owner carried her out the door and followed Sunset. “And at least Rarity ought to be happy…”






Following the fateful events of that day, along with the successful collaring of all female students, the CHS teenagers weren’t surprised to find where Equestria had them headed. It was, in fact, the same building they had been in, the School of Debauchery.

As reluctant as they were to admit it, the humans, boys and girls, were rather inexperienced in the art of sex. So, in light of that, they were tasked with improving their skills with relentless practice and study. Trading desks at CHS for desks in Equestria, cocks and climaxes included. A happy exchange for most. Now sex education promised to be fun. As well as actually teach them something useful this time.

Their new living arrangements were the dorms of the school. And, it came as little surprise to anyone that each boy girl couple would be sharing a single bedroom living space. All with which came fully equipped with basic furniture, an open shower, and a stocked bookshelf. There was also a box of naughty toys hidden beneath the bed for whenever they went looking around, which Sunset knew they would. It was rather plainl for Equestrian standards, but high class on Earth’s.

The single bed, mixed in with a strong lack of adult supervision and all their similar behaving friends made it the ideal space to promote further lovemaking. Upon learning of their success, alicorn Twilight scheduled the humans with a complete education course in the new school. Allowing them all to learn of the magic and wonders the new sex-filled Equestria had waiting for them to experience. Though, despite their collars, the girls remained somewhat of a protected class for the time being. As, given Sunset’s words, at their current experience levels, having them sleeping with a changeling or certain skilled stallions would lead to their minds melting in pleasure. Except this time it would be more literal than figurative. Not only that, given what happened to the mirror portal, humans were officially classified as an endangered species. Meaning every nine months for the rest of their days, the girls of CHS would be expected to pop out baby after baby. A baby that would be human and only human. It was quickly ruled that any non-human creature impregnating a human female, for any reason would earn one of Equestria’s harshest punishment. Which didn’t actually do much to scare off many ballsy individuals. The thought of getting their dick wet in a new innocent and sexy creature was all too enticing. That was until they heard that Chrysalis herself would would get involved in their punishments...

Sunset Shimmer was now officially marked as Flash Sentry’s property and personal sex slave, who happily joined her friends and fellow students at the new school as both a counselor and a student. Having arrived in Equestria as recently as her friends, she too had a good deal to learn about how Equestria had really changed. But mostly desired to be there with her friends as she helped them adjust to the wonders of ownership. Celestia knew they still needed the full picture. The initial run had taken off smoothly but as their lusts faded and their minds got back to thinking, Sunset worried the corrupt thoughts and twisted ideals of gender equality from the old world would seep back into their minds before they were fully trained. Plus, someone still had to break the news to them that the portal back to their world was utterly destroyed...… by an ‘anonymous’ individual. It sure as heck wasn’t going to be her.

On top of that, for the changelings, there was still the matter of the three captured human girls that had wrecked so much havoc in the dream sequence. It was true they likely deserved a swift punishment for their actions, not just here in Equestria, but back on Earth as well. But at the same time, every human womb desperately available was needed in action...

But, in a larger sense of things, the campaign of the humans had finally been completed. With positive results but not in the numbers any had hoped for. Still, Equestria was happier and better as a whole with their newest additions who appeared all too eager to learn their ways.

Elsewhere though, the world itself braced as it prepared for the changelings’ next onslaught target. An ominous storm gathered above the Dragon Lands as Dragon Lord Ember felt a chill running down her very spine.
> Twilight's New School (Bonus)
> --------------------------------------------------------------------------

After that fateful day, the newly joined human students had not seen either of their CHS principals as they adjusted to their new lives at the school. Which worked fine for a few students who feared, despite their principals’ attractiveness, could put a damper on the mood. The school itself seemed to stress having as little of an adult presence as possible, allowing students to do as they like without worry of repercussions from ‘the man’.

For a large part though, the entire student body had been strictly restricted to staying inside the school grounds until such a day as their education was complete. A powerful magical ward had been put in place around the school’s perimeter to keep any human from getting out, and also importantly, forbidding certain creatures from getting in.

Not that it bothered many, as the flood of new knowledge and things to do was already overwhelming enough as it was. Slowly but surely, they were discovering just how fun school could have been. 

There was no early wake-up call, trudging to the mess hall for a poor quality breakfast. In fact, there was no breakfast, lunch, or dinner at all. The boys simply never felt the urge of hunger again. Girls too, as they were already ingesting enough cum for the changeling aura to transform their bodies' substance.

First class started at 10 a.m. That alone apparently won many of the highschool students over to their side. Gender segregated classes throughout the day until lunch, then mixed gender classes with each other’s partners until school got out. Much like the education system the changelings had strictly enforced in every foal’s classroom across Equestria, the segregated classes focused on two wildly different topics. The boys were taught how to live in Equestrian society… for real this time… including Equestrian currency, Equestrian laws, and history. Girls, on the other hand, focused primarily on how to look one’s best, how to properly behave, and how to handle oneself in the sack.

A good portion of the female CHS student body were declared knocked up as a result of the schoolwide orgy. A dozen more were confirmed in the time since then as the paired-up students regularly engaged in sex, aided, in no small part, by the co-ed single bed living arrangements. 

Bellies and breasts were already on their way to swelling outwards as the girls prepared for the future first Equestrian-born humans. The soon-to-be teenage mothers giving a strong sigh of relief once they learned their offspring would be cared for them by others.

For a learning perspective though, changelings were actually one of the first topics students learned of. Many were actually surprised that ponies weren’t the sole creatures inhabiting this world.





“M-m-my students… ahhhh… w-wwhere are they?” Vice Principal Luna moaned through a haze of lust as alicorn Celestia viciously attacked her nethers with her tongue.

“Shhhhhhh…” Alicorn Luna hushed lightly, a tit from her human’s counterpart’s chest being released from her lips as it lewdly bounced back into position, only to be grasped by her hand. “They are being well cared for in our best school. You have nothing to worry about… Just… relax… Lay back and enjoy everything,” Luna mischievously cooed into her ear. Seeing as the alicorn version of herself had the same voice, it almost felt as if the words the pony spoke were her own thoughts. Her own mind telling her to bask in the pleasure her pony sisters were intent on giving her body.

Alicorn Celestia lightly tapped her sister on the thigh as the two exchanged glances and nodded, swapping places lapping away between Luna’s legs as the lunar alicorn got a taste of herself.

“Such a gooood girl for accepting your collar so quickly,” Celestia moaned, stroking the woman’s head with affectionate romantic passion. For a long time she had been worried that the humans were somehow wired differently, and didn’t belong in the perfect paradise the changelings had created. She had never been so relieved in her life to learn of the experiment’s success. “You’re one of us now! That means you get to cum with us! So many friends I want to show you too!”






“Now… what exactly is a changeling?” Starlight spoke to the class of humans with tented hands. “I guess you could say, to put it plainly, changelings are the authority in Equestria. They serve as both the police and military of this land, protecting it from threats and deserve all of our utmost respect and praise.”

“Wow….” Some students admired, these strange black bug creatures they had spotted buzzing around in various places getting slightly more interesting in their minds. The boys were seated in the desks in various relaxed poses, while the girls, bodies still devoid of any clothing, knelt on the floor to the side of their respective partners. Though that didn’t stop Twilight from frantically scribbling down everything that was spoken. Notable the only one in class taking notes at all.

“Not only that,” Starlight continued. “They are also well studied and rather knowledgeable. Why, most anything that comes out of their mouth is pure genius. It’s usually a good idea to listen to whatever they may have to say.”

As if on cue, the class came to a pause as suddenly, a changeling pair walking by in the hall had their ongoing conversation overheard into the classroom of human students. 

“I’m telling you,” the changeling spoke. “Mares would loot a lot hotter if they had four tits!”

“No...no that’s just weird,” the over changeling replied.

“Wait! Think about it! Another pair, just below the first two. Double the tits to grope and play with, they could pump twice as much milk from them in the factories, and it would look better for mares if they moved closer to a cow appearance.”

“Nah, that was just look freaky,” came a response. “But what if… we could add another hole to them? Where else on their body would be fun to thrust into?”

A nervous cough brought the class’s attention back to a flustered Starlight. “Ehhh…. most of the time... I guess.” She saw a raised purple hand. “You have a question, Twilight?”

“Yes, I suppose,” Twilight replied, bringing her hand back down. She still remained slightly embarrassed at her own nudity and the rather alarmingly casual nudity of all the mares present at this school. “Just… how large of a role does sex play in this world?”

“Well, good question. You see… Twilight… in our world, sex is just the next and final stage of friendship itself. A group of your peers, sharing an emotional intimate bond together for their mutual pleasure and enjoyment. See? Did I just describe friendship or sex?” Many in the class nodded their heads at the fair point. It being obvious this world wasn’t just as repulsed by sex as their world was. But Twilight’s look remained unconvinced. “Take your friends for instance,” Starlight continued. “Rarity and Rainbow Dash. We have one of each in our world too. One’s a star athlete and the other’s a fashionista. They really have little in common or any shared interests at all. Except… sex. Sex has a universal appeal to all of us and is that common interest we all share with everyone. Rainbow enjoys cumming and Rarity enjoys cumming. Their friendship is stronger than ever once they help each other enjoy those sexual experiences!”

Unlike her fellow classmates, the look on Twilight still showed she wasn’t exactly buying it. Just as Starlight had feared. She was using that big brain of hers again. As if there needed to be more reason women needed to be denied an education. Fortunately for Starlight, there was always a trump card to play for those few who choose to be extra stubborn about accepting the truth.

Starlight quickly scribbled out a hall pass for the geeky teenager. The queen had been expecting this after all.






“I w-was asked to come here… miss?” A nervous Twilight asked as she adjusted her glasses. She stood in the headmare’s office of the school she and all her CHS classmates were now attending apparently. 

“Queen Chrysalis…” The creature replied with an almost evil smile. “But just Chrysalis for you, dear. You see, I’ve gotten to know your pony half quite well. Quite, quite well. In fact, she’s one of my most devoted followers. A true example of a proper mare.”

“I see…” Twilight nodded with a nervous gulp. It was still slightly weird knowing there was another being in the world that was just like her. But it was just another stack on the pile. She knew her other pony self had done some good for CHS, but what had she gotten herself into here?

“I haven’t the slightest doubt you will someday reach your better half’s level…” Chrysalis started, before adding, “but… that doesn’t mean that ‘Twilight Sparkle’ is without her faults. For one, she possess far too much intelligence for her own good.” The queen stood up from her desk, strutting over to the schoolgirl with a sultry look in her eye as she walked circles around the captive human. “And seeing how closely related the other humans are to their pony counterparts, I suspect you are no exception...”

A bead of sweat began to drip down the naked Twilight’s brow. Her eyes darted to the door which slammed and locked shut with an emerald glow.

“Oh, you seem nervous, dear,” Chrysalis teased at the shaking girl as an audible gulp was heard. “Something on your mind?” Twilight flinched as she felt the changeling’s soft hands rest upon her shoulders before, with teasingly slowness, felt their way down her arms. “The original Twilight was just like you… you know? She was a cute little thing… making the cutest little face as I pushed her into her first real orgasm. But after the arousal wore down from her first orgy in Ponyville and I brought her and the rest of the mares from her town to the hive for safety, she began to question everything. But… oddly enough, I haven’t heard word of you questioning anything. Which could only mean… you’re holding it all in.”

“It’s just…” Twilight nervous started, being faced with the exact last person in this world she wanted to have this debate with. Her old self had already given her away! “How do you know?”

“How do I know what, dear?” Chrysalis cooed, bringing up a pinch of the girl’s hair as she tenderly smelled her lavender scent. “Be specific.”

“The teachers… every class it’s the same thing. How all women, of all species, are the same. That we’re destined to be a man’s… pet. That our bodies are built for sex. That we should be submissive in nature. You’ve remodeled all of this Equestria place in your image… but how do you know you changed it for the better?”

“There it is…” Chrysalis purred as she reached around and gently began to fondle the girl’s bare breasts. “Tell me, Twilight. Do you know what the meaning of life is?”

Twilight was taken aback but such a sudden and deep question. But it was a welcome change in topic, feeling as though the ball was back in her court. “I mean… heheh well…” Twilight began as she pushed up her glasses, “To start, Plato defined the meaning of life as striving to obtain the highest form of knowledge from which all things derive utility and value-”

“Wrong,” Chrysalis quickly interrupted with a harsh pinch delivered to the girl’s nipples to break her senseless speech.

“Ow!”

“You see, the actual meaning of life is simply this: Pleasure. In your old world, you all lived your boring lives, going to your boring schools, your boring jobs… for what? So you could make it through and sustain a few hours to do everything else. That slumber party with your friends, or that beach vacation, even your hobbies. We all live for those few enjoyable moments. Without them, what is the point of living at all?”

“Okay…” Twilight replied, a bit shakenly. “Well… Kant’s conceptualization of beauty gives us three categories of pleasure and pain. Physical, functional, and moral-Ow!!”

“There’s no need to muddle your mind with such needlessly complicated thoughts, Twilight,” Chrysalis cooed, as she continued to knead the teenager’s tits. Twilight flinching slightly at the skilled touch. This was only the second time someone decided to grope her breasts as a debate tactic. “It’s simple. Here, I have created a world that maximizes one’s own pleasure. Where ponies can sustain themselves without burdensome jobs they have no desire to perform simply by having sex, the ultimate source of pleasure. We breed you girls for it, and so that you can birth more who can experience it.”

“But, even so, you’re demeaning us women into being… well, sex slaves!” Twilight countered. “I don’t think all of the girls are going to find that a enjoyable experience!”

“You think that because the world you came from was so horribly, horribly corrupted,” Chrysalis replied without a moment’s hesitation. “Know that any creature’s mind is designed to make the best decisions while in a state of arousal. But as far as I know, we changelings are the only being in existence who maintained a permentiant aroused state at all times.”

“B-b-but…” Twilight started, only to be silenced by a gentle finger to her lips.

“You think you want to be treated the same as men. As equals. You think you can do anything they can. But, once the mood hits, as it did in that room with all your school friends, all those thoughts of equality fade away… didn’t they? Then we’re all just animals in heat, willing to do anything if it means getting a cock inside us. Even if it means getting down on our hands and knees… panting… begging for that hulking piece of meat to be thrust inside our holes. Sunset kept a careful eye on you the entire time. And she told me all about it.”

“I...I-I’m not…” Twilight stuttered before looking down to the floor with flushed embarrassment. It was true she had so willingly gone along with the actions that took place on that fateful day they were broken in. After the fact though, she racked her mind constantly. Wondering how in the world she let that orgy play out the way it did! She had allowed a boy she hadn’t even dated to use her in such a way… and even let him cum inside her to get her pregnant!

“Believe it or not, Twilight, in that orgy... that was the real you,” Chrysalis cooed. “A free-spirited beautiful girl who wants to experience as much pleasure as she possibly can while bringing as much pleasure as she can to her partner. A joyous experience where all parties walk away winners. But… the sexual high fades, and the real you is suppressed behind an internal prison of insecurities and emotions.”

All of a sudden, in bleak contrast to their discussion, Chrysalis pushed the petite schoolgirl face up onto the headmare’s desk, objects flying everywhere as the smirking seductive changeling approached.

“Can you see her, Twilight?” Chrysalis asked, leaning over as she brought her skilled tongue to the girl’s cunt and starting to lap away with masterful technique. “Can you see the real you locked away inside that head of yours? Let’s bring her out to play…”

“Ooooo… C-Chrysalis, I-I don’t-” Twilight moaned in adorable reluctance. Legs twitching while her hands and feet where magically held back so as to stop the queen and the fierce tongue lashing she was delving out.

“Remember, dear,” Chrysalis cooed. “The smarter you willingly choose to put on that collar. For the rest of your life now you’re marked as a man’s obedient little sex slave. You’re not allowed to say ‘no’ anymore. But you shouldn’t want to. The current you is simply refusing to believe how good of a deal that is. If there’s anything I learned in your world it’s that humans are certainly stubborn creatures. But don’t worry. We’ll train you day and night so the aroused you is always front and center.”

Her treatment over the poor schoolgirl continued on for what seemed as hours. Chrysalis touching her body like she knew it better than Twilight herself. It didn’t even take the queen of sex a full minute before the girl was on the brink of orgasm. But she made sure not to push her over that edge. Almost as if it was… payback for certain treatment the other Twilight had delivered onto her.

“P-p-please….” Twilight begged, her body quivering and shaking madly in her magical restraints.

“There she is,” Chrysalis smiled, her horn glowing softly as he magic gently teased the schoolgirl’s nethers just enough to keep her on edge. She walked around the desk before slowly patting the lavender haired girl on the head. “Think about it, Twilight,” she whispered into the girl’s ear. “Imagine of all the big juicy cocks of all the boys in your class. All around you, pointing down at your naked body. Do you want to let them pleasure you?”

“Y-y-y-yesss…” Twilight mumbled through a lust-clouded haze of pleasure. Her hips bucked in an endlessly in a desperate attempt to achieve orgasm.

“Ah ah ah,” Chrysalis chided, “not so fast. Men enjoy a girl who knows her status and does as she’s told. A submissive sex slave meant to serve as a cock sock and servant. That’s their meaning of life. Are you going to deny them that right?”

“N-no!” Twilight moaned out loud.

“Gooood girl…” Chrysalis cooed, her horn glowing slightly brighter as her magic increased in power. Before Twilight’s very eyes, her breasts began to expand on her chest. Pushing outwards as if being inflated as they continued to shake with her body’s quivering movements. “And obedient girls are always rewarded in the end. But… heh, if you really were the woman of science you fooled yourself into thinking you were, having your tits grown several cup sizes larger would be completely meaningless to you. Unless you aren’t secretly pining for attention from every stud that crosses your path. A sexy body is going to attract them more than a sexy brain, after all. But if you think I’m wrong, I’d be more than willing to revert the improvements to your breasts.”

“NO!” Twilight exclaimed out loud. Actually quite clearly this time. She struggled to believe the amazing effects changeling magic could have on her body. The implications of this were huge! “Please… keep them like this.”

“Good… Now, if you’ve agreed to stop questioning fact now, I think I may be willing to impart one more gift for you,” Chrysalis paused, knowing that, if anyone, it should be a male delivering the final blow to finish Twilight off. So as to help bond the girl’s entire being to the male gender.

The doors to the office opened revealing that Thunderbass had since been patiently waiting outside. “Ummm, I was supposed to come here… whoa…” The student spoke as he spotted his assigned girl lying atop the desk, quivering in lustful need. Above her stood a disturbingly attractive black bug creature that he himself wouldn’t mind having a round or two with. 

“Your pet requires your services,” Chrysalis spoke lustfully as she parted Twilight’s folds with her emerald magic. “One thrust should be all she needs…”

Thunderbass, like any true male in his position wasn’t going to be one to turn down some sexy fun. Twilight’s sight was still stuck peering up at the ceiling above, but she heard the rustling of clothes as her partner eagerly fished out his rock hard member.

“I want you to remember, Twilight,” Chrysalis whispered gently into her ear with a devious smile. “Remember all of the pleasure you are about to feel, remember why you’re being rewarded so, remember who it’s coming from, and most of all, remember what it’s coming from.” Twilight nodded nervously as Thunderbass approached, the base of his shaft held in his hand, angled directly at his soaked pussy.

Chrysalis felt a swell of pride as she projected Twilight’s orgasmic screams of ecstasy throughout the entire school.
> The Dragons Did It
> --------------------------------------------------------------------------

Rocky mountainous terrain. Barren landscapes. Rivers of molten lava. All of it was on display for all to see on the Cutie Map located inside the Friendship Castle. Chrysalis and other top brass of the changeling swarm gathered around, deep in thought. The queen herself stood leaning over, arms braced on the crystal top for support as she wracked her mind on how to approach her newest conquest.

The dragons were a rowdy bunch, to say the least. Like a dumb pack of foals going through their rebellious stage. But rather than just being a brief yet horrible phase in their teenager years, it lasted their entire lives. Besides their attitude, they were also considerably more dangerous compared to the average pony. With them at all times they had teeth, claws, and the ability to breathe fire, all of which could scissor through solid rock like it was paper. But those characteristics alone wouldn’t have meant much of anything to a typical changeling’s wellbeing if not for one small excruciating detail…

“The Dragon Lands are out of range of the love magic we’ve amassed in Equestria,” one of Chrysalis’s men spoke. “We won’t have access to the power we wield here if we venture that far out from pony land.”

“The Appleloosa settlement would have been in range to provide us some support, however small,” another added, pointing to the town’s close proximity to the Dragon Lands, “but it was destroyed, given… certain events that took place there a while back. Now there’s no mass gathering of ponies having sex nearby in large enough quantities to provide us meaningful magical support.”

“And let not forget their leader is still holding some of our property hostage. That Rainbow Dash chick.”

“Curses…” Chrysalis spat. “As if I didn’t have enough on my mind…”

While most ponies in Equestria were happy with the way things were now, they would have been content letting the dragons carry on with their lives, undisturbed. But that was simply not the changeling way. Dragons were attractive semi-intelligent life with their females possessing the usual shapely curvaceous characteristics that would appeal to anyone with a cock. Changeling law dictated they had to assimilate the changeling custom of complete and total male dominance. It was a matter that simply wasn’t optional or up for debate.

Not like there hadn’t been attempts to get the dragons on the right side of history all this time. Multiple requests in the form of letters had been sent directly to Dragon Lord Ember herself requesting her presence in Equestria for innocent ‘talks’. But the scouts watching the borders reported they never so much as got a whiff of dragons venturing near their lands. Even the one dragoness foreign exchange student visiting the Friendship School, Smolder, had been yanked back to the dragon lands upon learning what the changelings were up to. All of this added up to the simple conclusion that:

Dragons were simply not intelligent in the slightest. It wasn’t exactly a groundbreaking deduction. It infuriated Chrysalis, knowing that Equestria’s new prosperity and happiness from their new way of life was on open display to the entire world… and yet, the dragons stubbornly refused to be a part of any of it. Now, the changelings had little choice but to plan out and execute a full-scale invasion of their lands, just like the smooth operation they had performed with Equestria. And similar to before, they had all the time in the world to research and prepare a proper strategy.

The door to the chambers creaked open, casting a disturbing amount of light inside the purposefully darkened war room as changeling drones hissed and averted their gazes.

“Uh… you wanted to see me, Chrysalis?” Spike spoke nervously to the room full of a changelings. Their eyes each emitting am emerald glow in the dark room.

“Ah, our very own resident dragon expert,” Chrysalis beckoned him over with a wave of her hand. Spike walked over to the center of the room, casting hesitant glances at all the drones staring at him. 

“I suppose I know a thing or two about dragons. But, w-what was it that you needed to see me for?” Spike asked, rightfully fearing the answer to the question. All of a sudden, his body was enveloped in the emerald glow of Chrysalis’s magic as he was levitated upwards onto the cutie map. His arms and legs were held in the shape of an X as a dozen sharpened knives from the castle’s kitchen floated up in the air and revolved around him. Each one pointing at a different location on his body. The dragon could be heard giving an audible gulp.

“If you would, dragon,” Chrysalis began, “please identify any and all vulnerabilities and weak spots in your scales. Places that could be struck with an attack to render your kind effectively, let’s say… lifeless.”

Spike could only stare wide eyed at the knives circling around him as his clothes and underwear were effortlessly tugged off him by the queen’s magic. His body found itself being pressed down against the Cutie Map as Chrysalis crawled up onto the table.

“Seriously?” Chrysalis spat in disgust upon seeing Spike’s notably unerect member. “You are in the presence of a queen baring all her glory. Show some respect towards her beauty you cretin!”

“S-sorry, Chrysalis,” Spike gulped, “but all these knives pointing at me don’t exactly set the mood…”

“Hmph. Do you know how many ponies wouldn’t hesitate to kill for an opportunity to lay with me? Even if their very lives were being threatened?” Chrysalis exclaimed.

Well if they’re stallions, I’m guessing that’s what normally happens anyway… Spike thought as Chrysalis seductively crawled onto the cutie map. Her magic harmlessly levitating the rotating knives over her, only to come down on Spike. Poking and prodding him with their sharpened tip as they searched for a weak spot in the dragon’s scales. All the while, Chrysalis herself closely inspected Spike’s other sharpened tip as she lovingly caressed the dragon’s main weak spot.

“Hmmm,” Chrysalis cooed as she gently coaxed the dragon’s member to full hardness, despite Spike’s only growing sense of dread and fearful look as he was prodded with knives from all sides. Though, not hard enough to actually draw blood or earn a vocal cry of discomfort. Yet. “Such a rather… unsightly tool,” Chrysalis mused as she noted the key difference between stallion and dragon cock. Rather than the tried and true cock every girl in Equestria knew and loved, a male dragon’s member was ribbed on the bottom as if like a fin. The rest of the shaft was rigid with several bumps in the otherwise smooth surface. And to top it all off, the tip was shaped more like a curved pointed cone rather than a mushroom.

What infuriated Chrysalis ever more though, was the rather ‘recent’ addition the dragon had gone through after getting ‘stoned’. Though she knew Twilight hated it when she called a dragon’s maturing process that. In short, the dragon received some wimpy looking wings to fly around with on top of a another surprise for his lovers.

Chrysalis grimaced as a second identical dragon cock positioned just below the first started to emerge as a result of her hand’s stimulation. I felt wrong just staring at it.

“Well... I suppose a second cock is a biological necessity when each can barely do half the job of one normal cock,” Chrysalis huffed. “At first I assumed Twilight’s devout interest in your skills as her master was due to her mare intelligence, but now I’m starting to think it was merely an act of pity.”

Though Spike wasn’t listening to the queen ramblings, to focused on the knives. Then he realized something. “W-w-wait!!! C-couldn’t you just do all of this testing for weak spots in my scales with your hands instead?!”

Chrysalis wasn’t listening to the dragon’s ramblings, though, too focused on the knives. So many of them. Sharpened like mini swords too… Her gaze repeatedly shot between them and the dragon’s second cock. Maybe... It was so quite tempting…

“Chrysalis!!! What in Celestia’s name are you doing with Spike?!” Twilight exclaimed as she burst into the room. The alicorn swooping into the room as she blasted the knives away with her magic before scooping up the dragon from Chrysalis’s grasp. The changeling queen made no move to stop her as she quickly comforted the dragon.

“Oh, it’s nothing to worry about, Twilight dear,” Chrysalis cooed innocently. “The dragon and I were simply having some harmless… fun as he helped me research for our coming invasion into the dragon lands. Isn’t that right… Spike?” Chrysalis shot the alicorn a cheerful smile while somehow, also shooting the dragon a dreadful look. A look that conveyed to him and him alone whispering: I’ve killed creatures like you before...

“Y-y-yepp!!” Spike stuttered as his heart beat a mile a minute, shooting an awkward smile to Twilight. “J-just some harmless innocent f-fun! W-with knives and everything. Heh… heh. I totally said she could do it!”

“Well good,” Twilight breathed a sigh of relief before beaming. It was great seeing that her master and her mentor were getting along again. It was at least nice of Spike to be so willing to take Chrysalis’s mind off how the majority of human world inhabitants managed to slip out of her grasp. Hopefully he would be willing to play around with Chrysalis a bit longer. They did make a cute looking couple when they fucked.

She walked up to the cutie map as she closely inspected the dragon lands again. “But how goes the plans to help the dragons? I’ve been dying to see the mating habits of a dragoness like Ember in action.”

“We’re forming a preliminary plan right now, dear,” Chrysalis smiled. “In the meantime though, I’ve sent out a few of our scouts to venture a bit deeper into their territory to gather some intelligence. Hopefully it would help to revise our strategy. As it stands now, all communication between our two lands is completely cut off. There’s no telling what the dragons are preparing for… if they are preparing for our impending attack at all. But at the very least, we should have an idea where they are gathering.”

“That’s great if a good number of them are grouping up in one central location. Saves us a lot of trouble of hunting them all down one by one. You ponies really liked making things hard on us in that regard,” Cornicle added.

“Think nothing of it, dear,” Chrysalis cooed. “The dragons are… unsophisticated and unintelligent creatures. We hold all the cards in this little game. Our victory over them all is merely a question of time.”








It was the stroke of midnight as darkness covered the land once more. Lights from all households extinguished as couples or groups engaged in one last orgasmic romp before drifting off to sleep. Ponyville’s own boutique was no exception from this, save for the one light still on from one of the designer rooms.

“Rarity…” Coco Pommel mumbled sleepily as she walked in, rubbing her eyes as she did. “We’re supposed to be in bed. Master said we should be sleeping.”

“Oh, hush now,” Rarity said dismissively with a wave of her hand. It appeared as though the naked unicorn was tending to something in the center of the room. “Inspiration struck, dear. I’m afraid this matter cannot wait until morning!”

“Y-you got another idea?” Coco asked, her own curiosity lighting up now. Though personally she knew Rarity often purposefully disobey their master to earn herself a harsh punishment.

“A new pet cage!” Rarity beamed proudly as she stepped to the side, allowing her fellow fashionista a look at what was perhaps her greatest work yet.

“Oooo!” Coco admired, running over to admire the metal cage, like many built with a mare of their size in mind. A roomy square that could fit up to two fully grown mares who were awaiting their owners. “I love the decals you put on this. But what else is new about it?”

“Well… I designed this one with us both in mind. You see, with the proper enchantments in place on the bars… other than the usual gender locking the door, and magic dampening any who lay within it-”

“Of course.”

“This cage in particular will gently lul any mares locked within it to sleep. Not only that, while they are kept unconscious, I’ve aligned the runes to gentle stimulate the mare’s nethers over the night. By my estimates, an average mare is expected to experience at least two dozen orgasms while she’s out for the night. This almost guarantees lustful dreams and waking up the next morning more revitalized than we have ever been! Not to mention more hungry for a good rutting than usual.”

“Rarity… this is genius!” Coco exclaimed. “No really, this is huge! I’d bet any decent master will want one of these for their slaves. Our master will make so many bits from this!!”

“Oh, psssh,” Rarity scoffed. “Helping others get off is its own reward…. But, the bits for him would also be nice.”

“A magical cage that keeps us unconscious until morning…” Coco said. “This is partly because Suri snores so loudly though isn’t it?”

“I have nothing to say on that matter,” Rarity quickly shot in. Not wanting to reveal the true source of her ‘inspiration’. “But… it should also aid in silencing snoring mares too. Now, if you are correct in your assuming that every mare in Equestria will want one of these things, we just need to figure a way to push these cages into production.”

The unicorn let out a depressed sigh. She did miss the old students that attended Twilight’s school before the changeling invasion. The ‘diversity’ dream team of creatures from all over Equestria. Half of her classes, Rarity had just made them sow her designs in a sweatshop styled teaching environment, disguising the entire thing as a sort of friendship lesson. Perhaps most of all, she did sorely miss their free non-unionized labor. After all, nothing was more generous than working for free!

Rarity leaned over to Coco, the two mares exchanging a long passionate kiss as their tongues explored the depths of the other’s mouth. Their hands roaming to the other’s body as they softly cupped and fondled the other’s breast. To sister slaves, the exchange was as common as a greeting between friends.

The two parted, staring deeply into the other’s eyes before Rarity gestured her head towards the cage.

“But nevermind those details for now. I want to try it out…” Rarity said lustfully with a devilish grin. “Watch me, will you?”

“O-okay,” Coco replied eagerly as the two mares parted touch.

The unicorn wasted no time, dropping to her hands and knees. Her breasts drooped and bouncing madly as she crawled into the open door on the metal cage. The door closed automatically upon sensing that a mare was inside. Rarity crawled to face back around, as she grasped at the door and attempted to open it. No such luck.

“Good… the gender lock spell is in place, as expected,” Rarity noted with a yawn, already starting to feel slightly sleep as the bars’ magic attempted to put her out. Her horn glowed softly, only for the magic gathered within it to dissipate into the metal around her. “And the magic dampening field is in full effect… No unicorn, or any mare, is going to cheat her way out of this work of art without a man,” she said sleepily with another, deeper yawn.

With that, Rarity collapsed backwards in a huff. Her head hitting the embroiled pillow inside the cage as her breasts bounced slightly before coming to a rest on her chest.

“Ooooo…” Coco marveled as dropped to her knees to investigate. Sure enough, a peer between her friend’s legs revealed a small patch of magic focused around Rarity’s sex. The now unconscious unicorn released a soft moan as the magic tenderly teased away at her folds.

Before Coco could enjoy the pleasantly arousing scene a moment longer, there was a sudden crash heard emanating from a nearby window. A large burly red dragon flew directly into the glass as it made a sudden entrance with a crazed expression on his face.

Garble took a moment to collect himself as he scanned the room, quickly spotting a frightened Coco who had fallen backwards to the ground as she stared at the intruder with object horror. The shaking mare was one moment away from screaming at the top of her lungs when a claw from behind found its way to cover her mouth. Baff held the mare silent while his other claw reached around and hungrily groped the pony’s bare chest.

Fume was behind Baff as he walked into the room holding a gagged and bound mare under both of his arms. “The front door was unlocked, idiot. You could have just snuck in,” he shot to Garble. Coco, still processing her home was being invaded by a group of mean-looking dragons, deduced the red one, ‘Garble’, was the group’s assumed leader.

“I knew that, dumbass!” Garble returned defensively as he quickly turned and thought his actions over. “The broken window makes it look like the ponies broke out instead of us kidnapping them!”

“They broke themselves out of the house?” Baff asked. “Rather than them just… walking out the front door?”

“Shove it! We don’t have time for twenty questions!” Garble said angrily. “Did you search the place?”

“Duh,” Fume said proudly. “Found these two ponies sleeping in the same bed. No sign of any changelings.” He bounced the two naked and bound mares he held in his arms. Sweetie Belle and then Suri Polomare, the two exchanging panicked glances with the other. Their weight compared to the dragon’s strength, they were like feathers in his arms. In any other setting, they would have taken a moment to be proud of that fact.

“And looks like we got two more in here,” Baff added, as he finished securing Coco wrists together with a rope before repeating the process with her ankles. “It was disturbingly easy to find stuff to tie down these mares like this,” he added.

“Perfect…” Garble licked his lips hungrily as he eyed his prizes before kneeling down to check on Rarity. The beautifully nude mare still wearing a pleasant smile as she continued her uninterrupted sleep. “But look at the cow tits on this one! Damn! Those heavy things must be keeping her asleep through all of this!”


“Garble… t-that’s not how boobs work,” Fume said but was promptly ignored.

“Throw them all in there and we can carry them out of here in the cover of night before anyone notices,” Garble ordered.

Baff placed his claw on the cage door, the lock quickly unlocking as the magic recognized the male presence. As soon as he opened the door, however, Rarity shot up from her sleep.

“M-m-morning already, master?” Rarity whimpered sleepily. Only then was she met with something she would have loved under any other context as three mares and six tits were thrown in her direction and landed atop of her with a huff. The metal cage door was slammed and locked shut a moment later among the snickers of the many devious dragons watching.

Fume grabbed the metal handle on the top center of the cage as the dragons quickly made their way for the boutique exit. Garble stayed behind a moment longer as he scanned the room. Finding a peacefully sleeping Opalescence on her cat bed. The dragon grinned as he took a mighty step and punted the cat directly into the wall on the other side of the room with a hissing screech.

“Heh heh… I’m so awesome,” Garble chuckled before flapping his wings and crashing out of a different window of the boutique as he made his exit.

“On second thought, Rarity,” Coco muttered as they were hastily flown away by their dragon kidnappers into the night sky. The cage’s magic already starting to seep into their bodies. “I don’t think your new cage concept is such a good idea after all…”

The four naked and bound mares collapsed in a magic-induced sleep as the magic teased away at their folds. Their limp sleeping bodies shepherded away by the three scaly kidnappers in the direction of the dragon lands.








“Queen Chrysalis!” A panicked changeling flew into Shining Armor’s chambers the next morning, not even taking a moment to admire the changeling’s full nude form as she lay sprawled out seductively on the bed. “There has been a kidnapping!!”

“Mmmm…” Chrysalis cooed lustfully, throwing her head and hair back in bliss as if her drone had instead opted to deal her snatch a fierce tongue lashing. “Good…”

“No… I-I mean,” the changeling quickly reconsidered his choice of words. “Someone broke into a house, gagged and bound four mares, and stole them away!!!”

“Excellent…?” Queen Chrysalis repeated, though slightly more confused this time. “I heard you the first time, captain.”

“Errr… I mean,” the changeling groaned as he hammered his head. “We don’t think the kidnappers were changelings or even ponies!”

“WHAT?!” Chrysalis exclaimed.








It was a short hasty fly over to the boutique, the building now surrounded by changelings and official ponies alike. Yellow police tape surrounded the structure as changelings worked to hold back panicked pony civilizations.  Chrysalis flew directly over them all to land in front of the head honcho. A shady-looking, sunglass-wearing, and trenchcoated stallion.

“So you’ve arrived,” the stallion said to her as he extended a hand. “Name’s Burnt Mackerel. I’m head agent of the Female Body Inspectors unit. I’m running point on this here sitrep. This is in my assistant slave, Raven Inkwell.”

"Assistant and slave," Raven quickly corrected. Hinting as though it was not the first time.

“Tell me everything you know, detective,” Chrysalis ordered.

“Right… figured you of all creatures would be getting involved in this case seeing who’s involved,” Mackerel replied. The stallion and his assistant  led the queen through the boutique where a crews of investigators were inspecting every inch of the building. “From what we gathered, this incident took place around 0200 hours involving four female collared mares. Suri Polomare, Sweetie Belle, Coco Pommel, and Rarity… Rarity um…. damnit! Jenkins!”

“Yes, sir?” A stallion popped in to say.

“I thought I told you to fetch me this ‘Rarity’ pony’s last name!”

“On it sir!” The stallion ran off as Chrysalis pondered to herself. Had she herself really gone on this long without knowing Rarity’s last name? Had it seriously never come up?

“Anyway…” Mackerel continued, “The mares’ changeling master was out during this time, spending the mares’ profits for the day at red light district in Baltimare. But he stated he had given them all direct orders to sleep for the night before leaving. There seems to be some magical interference with the mares’ collar positioning systems. So he couldn’t use those to teleport them to his side like he normally does when he desires to be serviced.”

The pair entered the room Rarity and Coco were in not twenty four hours ago. “Now, queen changeling, I don’t know exactly what you were told happened last night by that drone of yours, but my conclusion based on the evidence is simply this: these mares just up and left.”

“You don’t think it was a kidnapping at all?” Chrysalis asked.

“Course not. See here?” Mackerel said, pointing to the window, broken in two different places with shards of glass littered everywhere. The ponies made sure to stand clear of such things, though Chrysalis herself walked over the broken glass to inspect without a moment of hesitation or pain. “That there shows the four mares broke out of the house to escape their changeling master.”

“You think they broke out of the house through the windows… rather than just walking out the front door?” Chrysalis asked dryly.

“No…” Mackerel said through squinted eyes. “No… that would have just been what the changeling would be expecting.” Raven sighed and rolled her eyes. The stallion then turned to point at the wall. “We also found the the house’s cat imprinted in that wall over there. Likely one of the mare’s kicked the cat into it.”

“And why in Equestria would they have done that to their pet?” Chrysalis asked.

“Obviously to send a message. They were trying to say they were leaving due to the abuse their pussies experienced under a changeling’s boot.”

“Impossible!” Chrysalis countered with a growl. “The drones of my swarm know exactly how to properly tend to each of their mare’s holes like a perfectly fitted key for a lock! That’s the very reason we were able to topple this entire kingdom in the first place!”

“Well… queen changeling,” Mackerel said as he scratched the back of his neck awkwardly. “I don’t exactly know how to tell you this... but the mares leaving like that is the best case scenario. If it were a simple mare kidnapping there’s nothing my team can do to assist in their retrieval.”

“Explain yourself,” Chrysalis said, crossing her arms across her bountiful chest.

“You see… a collared mare isn’t legally allowed to leave their master’s ownership without first obtaining oral consent and sex prior to their departure. On the other hand… after the rather recent revamping, there’s nothing in Equestria’s law stating it’s illegal to abduct and or kidnap anyone of the female gender. Consensual or not, and even collared or not. Any woman is fair game as long as they meet equestrian legal age.”

“Huh? What kind of moronic, dimwitted, jackass decided that was a good idea to have?!?!” Chrysalis exclaimed angrily.

“......”

“Sir!” Jenkins interrupted as he jumped back into the room.

“Yes? Did you finally find out that pony’s last name?” Mackerel ask impentiatly. 

“No… it’s not that!” He said in a panic. “We just received another report. Various other mares at the households containing other mares of the elements are also missing!! We think the same culprits may have also kidn-”

“*AHEM*” Mackerel cut off his subordinate with a loud cough.

“O-oh… right, s-sorry sir. They think these mares… left their owners without permission,” Jenkins said.

“Troublesome news,” Mackerel said as he rubbed his chin. “Who exactly is missing?”

“A few mares in the households of a farm and animal cottage. The most prominent mares being two by the names of Fluttershy and Applejack.”

“Fluttershy and Applejack, hmm?” Mackerel said with a nod. “And what exactly are those two ponies’ last names, Jenkins?”

“Ummmmmm, errrrrr uhhhhhhh….” The suddenly embarrassed stallion stammered as he rifled through his papers in a mad fit.

Mackerel glared angrily at his subordinate before spitting, “You’re fired. Get out.”
> Getting the Gang back Together
> --------------------------------------------------------------------------

“Wakey wakey!” A gruff voice tauntingly called out as the cage tilted upwards at an angle. Four fashionable ponies tumbled out of the exquisite metal onto a coarse rocky surface.

Rarity rubbed her head wearily as she and the others awoke from their magic-induced slumber. Feeling as though their bodies lusted for action as a direct result of the climaxes they achieved in their forced sleep.

“You ponies aren’t in Equestria anymore!” A male dragon was heard snickering to the side.

“I call the fat-titted one!” Another called out, a long forked tongue rolling across his lips as he stared down Rarity.

“The young one’s mine!” A dragon in the back exclaimed as he eye Sweetie Belle soft and supple nude body. “No changelings here to protect you sluts anymore…”

Rarity, Coco, Suri, and Sweetie Belle all deduced they had been transported to none other than the Dragon Lands themselves! A harsh overbearing sun bore down on them from above. Rocky formations and the occasional stream of lava was all that they could see around them. They were in a lowered pit, that appeared as though it would be difficult to escape from without the ability to fly.

But enough of the environment. The more pressing matter at hand was the fact that all four of the vulnerable mares were being surrounded by a pack of horny male dragons! The naked mares pressed their backs against one another as they were circled by the lust-crazed creatures. They shook in horny fear, unsure of their very fates. Then… the dragon’s legs became bare, revealing not one, but two gem hard shafts dangling on each dragon.

Suddenly, Rarity found the courage to do the heroic thing.

“P-please, fair-minded dragons. Do what you will with me and my body. Fulfill your lusts to your heart's desire but leave my friends be,” the fashionista proclaimed with a huff as she stood up tall to meet the advancing dragons.

“D-don’t try to be a hero, Rarity,” the normally shy and timid mare spoke out now as she to took a stand, pushing Rarity behind her. “Take me in their place! Please! Hold nothing back!”

“NO!” Sweetie Belle shot in. “Use me instead! I’m the one you want! Do whatever you will with me!”

The pack of dragons all exchanged semi-confused glances between the three strangely heroic mares. Each of them seemingly willing to sacrifice themselves for the other, even if it meant being the only one in a massive dragon gangbang. Perhaps this is what friendship looked like?

Meanwhile, both of Suri’s palms had found their way to her face. “Oh my freaking Celestia! Just share the cocks you horny cows!!” she shouted frustratedly.

“Get back! All of you!” Another voice was heard. A female dragon’s voice. One that was rather familiar to Rarity. “Now!” Dragon Lord Ember yelled as she flew down wielding the Bloodstone Scepter followed by her assistant, a pink scaly female dragon.

“Oh, come on!!” Garble growled angrily. “We got your dumb little ponies here exactly like you told us to! The least you could do is let us have a little fun with them!”

“Yeah! To reward us for our hard work!” Another dragon concurred.

The blood-red stone atop the scepter glowed with
a bright glow, seemingly embracing the other dragons present. “Go find a pair of rocks that look like boobs and jack off to that,” Ember ordered sternly. “As a group!”

“Awww, but that’ll be totally gay!” Garble whined.

“I order you to do it!”

The dragons groaned in annoyance but, surprisingly offered no other outbursts to their leader. Instead, the pack of horny males disbursed to comply with her demands.

“Was looking for when you ponies would arrive,” Ember said as she helped Suri to her feet. “They tried to do the same thing with the other mares I asked them to take. They didn’t hurt you, did they?”

“No… thankfully,” Suri replied, shooting an ugly look to her fellow mares.

Rarity had to do a double take upon seeing the dragoness. For the life of her, she could not remember how long it had been since she had seen another fellow member of the female gender wearing anything to conceal their bodily assets from public view. But Ember went far and beyond what mares used to wear before the changelings invaded. It was not as concealing as the set she had wore during the Gauntlet of Fire rather, the dragon wore what appeared to be a golden-plated chest and leg armor, covering just slightly more than what the dictionary defined a bikini to be. That wasn’t to say that it didn’t display enough of the dragon’s busty cleavage and thick thighs to drive the mare, and for that matter, Ember’s male dragon subordinates, wild. Just what exactly were they feeding dragon lords these days?

However, the presence of armor rather than traditional clothing reminded Rarity of the grim reality. The dragons were likely preparing for battle. Perhaps, if they would allow it, she could work to make the dragons go into war in style.

“Come on, your friends are waiting for you inside,” Ember said, beckoning the mares with her scepter. “Just follow Ballista. she can find you girls something to wear while she’s at it.”

“Ummmm… I-I think we would prefer to stay like this,” Coco muttered.

“Yeah, they said the same thing. Now come on.” Ballista said as she led the ponies into a nearby cave entrance containing a series of tunnels that lead deep into the earth. 

Rarity’s optimistic side had given Ember the benefit of the doubt. She thought that perhaps by abducting them and, hopefully, subjecting them to demeaning treatments for her own sexual gratification, it would show the first signs of dragons signalling they were ready to adopt changeling culture. Hopefully they were on their way to some high class drakes to service with Ember. The fashionista was already itching to get Ember out of that concealing armor.
 
But Ballista remained stoically silent throughout the walk, all the while Rarity and the others pulled at their collars as they noticed the temperature around them slowly going up. And not from the mood in the air either.

“In here,” Ballista said once they arrived, gesturing a claw over to what appeared to be an underground hot spring. The room was dim, but almost romantically lit orange from the magma lights, the same source of heat warming the pools of water. And to Rarity and her sister’s delight, they soon spotted Fluttershy, Applejack, Rainbow Dash, Scootaloo, and Applebloom relaxing peacefully in them. The mares themselves were likewise naked… but there were no males to around to be seen. Nor was there even the slightest smell of sex in the air to hint the girls had had any bit of fun before their arrival.

“E-excuse me, Ballista, is it?” Rarity finally broke her streak of silence to speak. “But what, pray tell, is your exact purpose for us being here? Is there something or someone that needs to be done?”

“No,” she replied flatly, staring at the sluts who so eagerly chose to flaunt their assets about. “You’re just here to be hostages.”

There was a moment of silence. One the dragoness expected the pack of ponies to have taken to move into the room, but they rather chose to stand there staring shocked at their host.

“Wait… what did you say?” Sweetie Belle asked. “It sounded almost like you said we would be hostag-”

“If the changelings set a single foot into our territory we’ll eat you ponies alive. It’s that simple.” 

With a strong heft of her wings, the dragon blew the four stunned mares into the room, who collectively landed in the warm water with a crashing splash.

“You better hope those changelings care as much for your lives as they pretend to,” the dragoness added before flying to the side of the room’s entrance. Displaying a casual yet rather formidable amount of strength, she pushed a giant boulder to cover the exit, sealing the mares trapped inside.

“Seems like we got the short end of the stick on this here adventure…” Applejack said dryly as the four mares’ heads emerged from the water. Like many trained mares, the last thing they had expected from being kidnapped was their lives to be put in danger.

“Wait…” Coco spoke shyly, with a crimson blush crossing her cheeks as she pushed her two index fingers together. “When she said ‘eat us’... did she mean they might... swallow us whole?”







With a bare black changeling foot, Chrysalis barged back into the Cutie Map/Improvised changeling war room holding the entirety of a sighing Twilight’s body underneath her arm like a rug. Spike followed from behind, wisely giving the queen a bit of breathing room given the circumstances.

“Lock down everything! I want full patrols combing every inch of this land until my mares are found!” Chrysalis angrily ordered her men. “And bring me the perpetrators responsible for this alive…” she added with a menacing scowl.

“Ummm, Chrysalis,” Twilight said from her spot on the changeling’s side, “you don’t have to hold me like this. I’m pretty sure whoever took Rarity and the others aren’t going to abduct me now. In fact, they are probably long gone.”

“Oh, it’s sweet of you to try and comfort me, dear,” Chrysalis cooed, which came off slightly off-putting to the alicorn seeing as she made such a sudden switch from angrily barking orders to showing her trademark affection. “But this little incident just shows me how much I’ve taken you for granted.” Using her changeling magic, she hosited the alicorn’s body up in front of her before smothering the princess in a giant hug, treating her as if she were a cuddly stuffed animal.

“Oof!” Twilight winced as her bare body pressed into the affectionate changeling. Their breasts mashing together in their usual display of affection. One Spike subtly scooted over to the side to catch a better glimpse of. “W-well I suppose it’s always nice to be appreciated.”

“Get used to it, Twilight. From now on, it’s all about you,” Chrysalis said with a smile, which quickly morphed into a grin of the naughty variety. “What would you say to grabbing the other you from that school next door, and any human boy of your choosing, take them up to my chambers and have ourselves a little fourway for a few hours? Hmmm? I would love it if you would be there when your counterpart is finally impregnated. Such a stubborn womb on that one. Not at all like yours.”

“Heh-wow, actually, that does sound pretty enticing,” Twilight said with a slight blush as the potential images of such a romp already began to flash through her mind. It was then she noticed Spike, her official master, standing in the back of the room silent. “Ummm, but Chrysalis, I don’t think we should forget about my owner,” she added, gesturing over to the dragon.

Chrysalis shot an annoyed glare in Spike’s direction, a look that Twilight didn’t manage to see, before turning back to the alicorn. “I suppose he can attend,” Chrysalis said rather reluctantly. “But… he may only watch from afar… In a metal cage. Tied, bound… and with a gag! Oooo! Brilliant idea, Twilight. That’s why I love you so!” The changeling squealed almost adorably as she redoubled her hugging efforts. “From now on, I’m never letting you out of my sights!”

All of sudden Twilight gave a slight jump as a tingle raced up her spine. Her hands shot between her legs as she release an audible moan as her cutie mark began to not only glow but also vibrate. The latter of which was a recent change that came to be realized after the Cutie Map was altered by changeling magic. Rather than focus on mere friendship problems the map now also pointed out locations for selected ponies to travel to promote changeling’s interests. Twilight wagered the map had reasoned helping the changelings brought everyone closer to world peace than helping some ponies get along.

But it wasn’t just Twilight’s cutie mark that was shown… it was Spike’s spikes as well. Both floating above Manehattan, revolving in a sparkly circle around it. Twilight was squirming slightly on her feet as her cutie mark vibrations sent pleasurable shockwaves coursing through her body. Spike, on the other hand, did not receive such treatment.

“Ahhhh… ooooo, I’m usually not this close to the map when it goes off!” Twilight exclaimed. “Looks like we have another train to catch, Spike!” 

Spike too looked excited for another cutie adventure, but more so happy to have an excuse to vacate the castle and the crazy changeling queen inside it.

“Of course this happens now…” Chrysalis growled, gazing at the two rotating marks above the magical crystal map. It was almost the worst possible event. She knew how strict Twilight was when it came to the map. They had to go, and only the individuals selected by the map could go. One of Twilight’s few flaws in Chrysalis’s mind was that she listened to a map rather than her. Though she understood not seeing to whatever it was the map wanted would likely mean her cutie mark would vibrate off the hook and drive her crazy.

“Sorry, Chrysalis. I guess we’ll have to rain check those plans,” Twilight said with a touch of remorse.

“I understand, dear. However, I don’t approve of your traveling company…” Chrysalis muttered, staring at Spike’s symbol rotating around on the map.

“You mean Spike? He’s perfect! A girl like me travelling alone in Manehattan? You know I would get swarmed by stallions before I made it a single block! I can live without a hundred cocks trying to ordain ownership over me in the middle of sex.”

“He isn’t trustworthy!” Chrysalis said in a slight whisper, shooting a suspicious glance to the dragon. “How do we know he isn’t responsible for your friends’ abductions?! You and I both know he has always had an eye on Rarity and her younger sister. I suspect he likely wants to consume them for food, but that’s besides the point.”

“If Spike wanted to steal me away, he could just order me to go with him. He’s my master after all!” Twilight said with a lighthearted giggle, as always having a laugh at Chrysalis’s sarcastic side. Or at least, she assumed that was what it was. “And don’t worry about the kidnappers out there. They aren’t here, so they won’t know about this trip. They won’t expect us to be in Manehattan. Spike can still protect me if anything does happen.”

Chrysalis pouted a moment in thought before shrugging “Fine… I suppose I’ll allow it. Dragon! Front and center!” Chrysalis barked at Spike, still hanging a ways back from the Cutie Map.

“Ummmm… that’s okay. I’m good over here,” Spike responded.

“What was that?!” Chrysalis shot back.

“N-nothing!” Spike quickly exclaimed, rushing forward to meet the changeling queen and his alicorn pet.

Chrysalis leaned forward to meet Spike’s ear before softly whispering something to the dragon unheard by Twilight. Afterwards, she turned back to the purple pony and beamed. “Be back soon you two!”

“Don’t worry! We will!” Twilight said merrily, before turning to her companion. “You want to get ready to-S-Spike? Is everything okay?” For some reason, Spike was shaking, frozen, the color drained from his face as he dripped copious amounts of nervous sweat. Perhaps he was coming down with an illness.

“Y-y-y-eah… L-let just get going. P-please…”







“I really don’t like the look of this place…” Twilight shivered as she cuddled up closer to Spike’s side, walking through a shifty-looking Manehattan neighborhood. It wasn’t a dazzling display full of bright lights and towering buildings like in the epicenter of a hundred skyscrapers Twilight had originally envisioned when being tasked to travel here, but rather a run down street that managed to look abandoned even though there were ponies living here! “There’s not a changeling anywhere! I thought they would have cleaned up these kinds of places!”

“Twilight,” Spike replied, “you know changelings only go where there’s some hot pony pussy. And the mares I’ve seen here are like a… seven at best.”

It was because of that very fact Twilight feared she was standing out. Not aided by the fact that she was always naked, now she felt even more vulnerable here! This wasn’t a place for an alicorn’s body to be flaunted around! The way the shady-looking stallions were eyeing her suggested they were just waiting for the opportunity to pounce on her and drag her into one of the many dark alleys where they lived. And it looked they would be willing to do so in the pre-changeling times. Twilight was just glad she had a slightly intimidating dragon at her side to ward them all off. Otherwise she feared she would have since been at the receiving end of the entire neighborhood’s cock & cum supply and never would have accomplished the task she was sent here to do by the Cutie Map. Besides, she had done enough community service hours for the week.

The streets were dusty and dirty. Every other window was either broken or boarded up. There was more graffiti on the walls than actual paint. For the life of Twilight, she didn’t have the faintest idea why anyone in the right mind would even visit this place! Let alone live here! 

Through the actual area looked awful without a changeling in sight, it was clear the ponies here were still under changeling rule. The “low quality mares” as a changeling would put it, still carried on about their days collared and completely naked. Twilight witnessed a lone mare and what appeared to but her daughter snagged by a pair of stallions. The two girls didn’t even struggle as they were hauled away to a nearby cardboard box she assumed to be the stallions’ home. They made sure to close the flaps before they began.

“From what I’m guessing, this area is a prime target for illegal drug use on mares,” Spike commented idly from the side. “You know… the kind of aphrodisiac that can cause a light breeze over a mare’s nethers to send her into an insane hour long orgasm. They were outlawed because it was proven to rot a mare’s brain and render her addicted to the substance. So… ummm, I would watch out for any needles while you’re here, Twilight…”

“Spike… w-why don’t you look nervous at all? This type of place would have you shaking in fear before,” Twilight asked, keeping an alert eye on any potential drifters who had no quarls shanking a dragon and claiming an alicorn as their new sex slave.

“Compared to living with Chrysalis?” Spike almost chuckled. “This is a breeze! I was thinking of finding a reason to stay here longer after we find whoever we’re looking for. I’ve had more threats upon my life than I can count from her! And really, the only reason she hasn’t followed through with any of them is because she doesn’t want to make you upset! Sheesh! I don’t know how Shining Armor puts up with her as a slave.”

“You know Chrysalis is just being playful with you, Spike,” Twilight chuckled now. “That’s her thing. She would never actually seriously hurt you. It’s just what she’s into! And... as a male it would make her happy if you at least try to indulge her in her kinks.”

“But-!”

“Oh, there’s a lot of ponies! Let’s see if our task is in here!” Twilight said, running up the stairs and into the double doors where it seemed a crowd was congregating. Crowds usually meant some semblance of safety in these types of places anyway.

“Damnit,” Spike groaned as he rushed after his purple sex pet into the building. For such a dilapidated area, it was a surprise to see so many of the residents gathered in one space. The more insensitive part of Spike would have suggested this was the neighborhood’s homeless shelter. But, the mass of junky chairs aimed at a shaky wooden stage suggested otherwise. 

Typical. This was none other than an auction house for pony sex slaves!... A house that apparently couldn’t afford a janitor to save its life.

Spike quickly found his alicorn at the back end of the room staring up at the stage with a puzzled expression. Thankfully, it appeared as though the auction was about to begin, so the shifty-looking stallions in the room payed little mind to Twilight for once.

“Ugggg… look at this place,” Twilight said in slight disgust as Spike found his way to her side. “It’s a complete disaster! Just because the changelings changed a bunch of our laws doesn’t mean there’s no more safety regulations anymore! I’m seeing at least five glaring violations right now! Haven’t they been fined?!” 

“Uh, Twilight, I think these ponies have other things to worry about them some safety violations of the building they’re in…” Spike muttered. “Besides! We’re supposed to be looking for whoever or whatever the map sent us here to find! We shouldn’t be getting distracted.”

“B-but just look at that sign hanging above the stage! It looks like it’s one shake away from falling and crushing anyone below it!” Sure enough a large half-blinking neon sign looking like it weighed a good few hundred pounds was positioned above the stage advertising Flint’s Discount Cock Cuddlers, appeared as though it had seen better days and was very well on its way to falling. Though Spike was more offput that the sign’s acronym didn’t spell anything clever this time.

A sicky pony cleared his throat as he stepped up onto center stage. “Alright, sit down and shut up all of you,” Flint, a rather aged stallion coughed as he impatiently beckoned the first mare onto the stage. A naked brown freckled earth pony mare, with rather average hips and tits. It appeared as though the changeling hadn’t worked their magic on this mare yet.

Flint slapped the roof of the mare. “This bad girl here can fit so much fucking cum in her,” he said. Spike gave a slight cringe at the forced reference. “Her name is… uhhh, really, who gives a fuck? Why don’t you tell us something sexy about yourself, sugartits,” Flint droned, unenthusiastically as he merely went through the motions of his sale. The mare, however, maintained a bright cheerful expression on herself, seemingly unbothered by the dark and gloomy setting she had been brought to be sold in.

“Well...” Twilight figured as she worked the numbers in her mind. Might as well as long as they were there. Meanwhile, the mare on stage cheerfully recounted every one of her family members that took advantage of her and her body after the temporary collapse of Equestria. “Her figure isn’t much to look at, but she does have the right eager attitude for a sex slave! Kind of reminds me of Pinkie Pie.”

“Her looks can be fixed with some changeling magic, but she could always be faking a smile just so she’ll get sold to a better owner,” Spike said. “I’m guessing she’ll to sell for at least 200 bits.”

“What?! No... 250 bits! Easily!” Twilight countered.

“Uhhh… Twi-Twilight…” Spike studded, his voice laced with sudden almost familiar fear.

“You’ve got to account for her cute face too!” Twilight went on, oblivious to Spike tone.

“T-twilight…”

“And she’s thin too! She’s obviously been working out a bit and cares how a man views her body, rightfully so of course. Most stallions would prefer a naturally thin mare rather one that’s been magically altered to be thin. So points for that too!”

“We’ll start the bidding at 100 bits!” Flint announced, interrupting the mare’s recount of her joyous time spent in Appleloosa before the changelings rescued her.

“Twilight… I think I found out what, I mean, who we came here to find…” Spike shuddered.

“Really? The mare on stage?” Twilight asked. Though, upon noticing Spike’s fearful gaze wasn’t looking at the stage, but rather targeted directly at the darkest far corner of the room she turned her head.

There, shrouded in darkness, with skin to match, was a female changeling. Her arms folded, legs crossed as she leaned up against the wall. Azure blue hair flowed endlessly in motion, reaching down to her legs. Standing at what Twilight estimated to be at least a whopping seven feet tall… there was no collar around her neck, no naked body to be seen, and even… no eyes to be spotted either. Rather she wore a thick black blindfold that completely covered the space where her eyes would be. Along with that, a two piece black dress that flowed down far beneath her knees, concealing a suspected bountiful figure within.

Spike and Twilight exchanged glances with each other as both seemingly gave a nervous gulp at the same time. For the time being they ignored the auction on stage as they both made their way back to the changeling.

“Please don’t be anything like Chrysalis… Please please please be the exact opposite of Chrysalis…” Spike begged silently to whatever Gods that were listening.

The duo walked up to meet the female changeling, slightly apprehensive to see the woman give no noticeable reaction to their presence.

“Uhhh h-hello?” Spike asked to her. “Are you the one the map sent us here to find?” No response. The changeling gave no motion whatsoever. The blindfold didn’t really help in that regard either. Perhaps she couldn’t hear as well? “Do you know Chrysalis? Are you here to help us? Are you another queen?”

“Maybe… she’s sleeping?” Twilight asked.

“Why would she been sleeping?” Spike asked. “She’s standing up!”

“Well neither of us know everything a changeling can do! Maybe they can doze off while on two legs!” Twilight countered. “You know Chrysalis can rotate her head all the way around like an owl!”

“Oh Celestia, please don’t make me picture that,” Spike shuddered. “I already have enough to associate Chrysalis with possessed demons, thank you very much.”

“Do I hear 100 bits? 100 bits anyone?” Flint boredly droned on in the background to the silent audience. Many of the stallions in the chairs were actually sleeping. Others were just using it as a nice place to sit down and make out with their partners.

All of a sudden the changeling woman lurched into motion. Spike and Twilight nearly jumped out of their own bodies as the towering changeling started to move. Twilight fearfully hopped behind Spike as she braced for impact, suppressing a frightened outburst. But the changeling ignored them both, instead silently making her way towards the action stage.

“90 bits?” Flint asked to no response. “80? 75? 60? 50?” The slave mare’s smile never dimmed as her price was continuously lowered.

Though it was little coincidence the audience started to wake up when they saw something as strange as a blindfolded changeling women calmly walking up to the center of the stage. Flint and the rest of the crowd were struck in a silent confused state as the changeling stood mere inches away from the puzzled mare who stared back at the dark figure.

“Is… is she going to buy her?” Spike asked quietly to Twilight, who was about as lost as he was. It would have been a steal. Could likely turn a profit on such a mare if they brought her to be sold in the right neighborhood.

As if to confirm their initial suspicions, the predictably strong changeling picked up the mare, hoisting her over her head like a wooden plank for a moment as she walked five steps to the right, then immediately set the mare back down onto the stage, mere feet away from where the mare had been standing previously.

The crowd remained equally as confused as the changeling said nothing and walked away, back to where Twilight and Spike stood. The two blinked in surprise, noticing she was now standing before them.

“Uhhh, h-hi there,” Twilight said with a tiny wave of her hand. “You might find this is crazy but we think a-”

“I see. Let us go,” she said plainly in a soft flowing echoed voice before walking out the door. Before the pair could follow, a sudden familiar glowing light was seen as Twilight’s cutie mark and well as Spike’s spines starting to glow. Twilight’s, of course, releasing a good amount of sexual pleasure that coursed through her body as a reward of a job well done.

“T-that was it? The map just wanted us to find this one changeling? Seriously? What’s the deal with that?” Spike mumbled to the alicorn, half disappointed they wouldn’t be gone longer. The pair exchanged one final set of glances at each other. Confused beyond belief, before shrugging and following after her. Quickly scampering out of the building, back onto the street, and after the strange female changeling.

All of a sudden, a thunderous crash rang out for back inside the of the auction house, sending tremors through the ground that they even felt outside. Immediately followed by the unmistakable sound of panicked yelps and frightened cries from mares. An array of screams were heard, ones that reeked of horror rather than pleasure.

“W-what was that?!” Twilight did a double take back in the direction of the auction house they had came out of. She couldn’t help herself, or her curiosity. Momentarily forgetting their task at hand and this changeling, she flapped her wings as she quickly flew back into the building to see what had caused the terrible commotion. Sure enough, through a haze of dust and frightened ponies she saw it.

Flint’s massive sign had finally fallen from its weary hingies. It lay broken on the wooden stage, having crushed the stage below. The exact spot the mare for sale had been standing mere seconds ago...







Back in the Cutie Map room, one of Chrysalis’s most trusted and loyal guards, Aristate, approached before bowing. “My queen, the ponies have passed on a report. After their investigation they have determined that multiple dragons were responsible for the recent abductions. The element of harmony mares and their friends have most likely been taken to the Dragon Lands.”

Chrysalis’s gaze quickly shot back to the area on the map with a glare. “If that’s the way it is,” she muttered with contempt. “If dragons are going to be the aggressors in this conflict I have little choice. History will tell who started this.” She turned back to Aristate. “Prepare the swarm for w-!”

“We’re back…” Twilight announced awkwardly, bringing an abrupt halt to Chrysalis’s announcement. Like a toggled light switch, the queen immediately switched moods.

“Welcome back, my dear!” She said warmly turning to meet her favorite mare. “I had thought you would have been gone longer-” Chrysalis’s words came to an another abrupt and dead halt as she noticed the companion that Twilight and Spike had brought back with them. A companion that had not said a single thing on the train ride back. And had even moved so little, they thought she was dead. The towering blue changeling calmly walked past the alicorn into the Cutie Map war room.

“Wha-No… nononono-no!” Chrysalis suddenly exclaimed, more shocked than angry. Though an obvious mix of the two were occuring. “What are you doing here, Chrona?!”

The changeling responded with only silence, wearing an emotionless stoic face… at least from what anyone could tell with the blindfold she wore. Spike, on the other hand, couldn’t help but notice the changeling drones littered across the room, for the first time in what could have possibly been years, actually looked... scared. Sweating even. Some even slowly inched towards the door, looking for an opportunity to bolt out of there. Even Aristate, for one of Chrysalis’s most powerful of guards, looked more nervous than most.

“I’m in charge here!” Chrysalis reaffirmed with a firm stomp. “Not you!”

“Continue,” Chrona said plainly, in the same echoing voice that reverberated in Spike’s ears. She walked over to stand before the queen. The height difference between the two was simply staggering.

“Those moronic dragons have taken some of my own mares!” Chrysalis growled. “I am doing the right thing by invading their lands to rescue th-”


*SLAP*


The sound of contact rang out through the entire Friendship Castle. The hand of Chrona having found its way to Chrysalis’s cheek in an attack laced to the brim with magically-induced changeling strength and speed. The force of the impact sent the stunned changeling queen flying to the side, where she slammed into the wall, her body sinking into the solid crystal like it was thin glass.

That did it. But rather than charge at this mysterious changeling who had so brazenly attacked their queen, and a woman, in front of them, the drones instead opted to fly out of the room with their tails between their legs.

Spike’s gaze was frozen on the Chrysalis-shaped hole in the wall that the queen had made. His heart started to swell… He had forgotten, but now knew. This was what true joy felt like.

Before Aristate could bolt as well, Chrona turned her attention to him. “Out…” she muttered.

“Y-y-yeah, I’m l-leaving,” the guard drone said quickly as he turned to hurriedly vacate the room like the others. But before the drone could take two steps, he felt Chrona’s strong grip on his arm.

“Out…” She muttered again.

“Oww! I-I heard you the first time! I’m going!!” Aristate replied in a nervous sweat. But the female changeling didn’t let him go.

“Out!” Chrona repeated, seemingly more annoyed this time. She raised a threatening hand in the air, ready to strike down the drone just like she had done to Chrysalis.

“Alright! Alright! Fine!! Damnit...” Aristate yelled. Then, what appeared to be pink smoke began funneling out of the drone’s head. A thick cloud pooled on the floor and began to form into the shape of another changeling. Chrona discarded what was now the unconscious body of Aristate to the floor as the smoke solidified into yet another female changeling. This one naked, with similar body proportions to Chrysalis. The most glaring difference was the pink hair… and the towering girl cock between her legs.

“Hello there, sister,” Nexia announced with a wicked grin, her voice dripping with sadistic sarcasm. “It’s bad to see you again.”

“What?!” Chrysalis was heard yelling now, apparently having recovered from the attack and removed herself from the hole in the wall. Debris of crystal shards falling everywhere. She focused more on the new changeling, rather than the one who had attacked her. “You’re here too?!”

“I was here all along,” Nexia pouted innocently. “Your drones just have so much empty space in their heads! I couldn’t resist making myself at home! Maybe invite a few of the girls from my swarm in for a little get-together and movie night.” She dropped the facade as she turned to Chrona with a grin. “But my oh my~. Chrysalis must really be messing up if she’s getting involved… again. How long has it even been since us three queens have all been in the same room?”

Chrysalis gave a threatening growl as she approached her younger sister. This one, Twilight couldn’t help but notice, was one that the changeling wasn’t afraid of standing up to. “Why are you here?! I have enough real problems to deal with without your interfering.”

“Oh, you know exactly why I’m here,” Nexia moaned lustfully, embracing her sister’s shoulders and throwing her back onto the Cutie Map. Nexia was atop her in an instant, planting loving kisses traveling up her stomach, both breasts, neck, and lips. “You stole one of my own girls,” Nexia moaned quietly as she reached Chrysalis’s ears. “Even for you, that’s a new low.” Nexia placed one hand on Chrysalis’s jiggling breasts, ready to begin her sexual assault at any moment. “I want her. I want her back. Mmmmmm… give her to me.” The queen’s fuck spire was already expanding into an unsettlingly large erection, tentatively aimed for Chrysalis’s dripping cunt, ready to rape her sibling queen into submission like any good sister would do.

Chrysalis responded by angrily wrapping both of her hands around Nexia’s neck and squeezed down hard. An action that, in turn, only caused the pink queen’s cock to quiver in desire, dripping a load of pre-cum as Nexia’s eyes rolled into the back of her head with a lustful moan.

“You’re weak, bitch!” Chrysalis spat. “Seta saw that in you and joined the only hive with any worth. She’s mine now, sister! And I’ll see to it personally she’s knocked up by my men. Then I’ll have my own little swarm of mind controllers to do my bidding…”

Nexia responded with a growl, more lustful than angry, before winding her hips back than thrusting forward. Thinking quickly, the panicked Chrysalis lit her horn and flicked the queen’s cock upward with her magic in the nick of time. This allowing it to miss her folds and slide harmlessly over her abdomen.

“High and mighty talk from a slave,” Nexia giggled as she brought her hips back and mecinclingly prepared for another thrust inside. “Your own rules state that anyone wearing that collar has to accept any cock that wants inside you… Or are you admitting you can’t even be a braindead sex slave right? A job so simple literally every single mare in Equestria manages to do it.” Her next thrust was likewise deflected from entering the queen’s pussy.

“You tramp…” Chrysalis spat through gritted teeth. “Just die already!!”

The two changeling queens continued to bicker and fight each other as they rolled around in an aggressive romp atop the circular Cutie Map. Twilight and Spike looked on quizzically, still unsure if they were actually fighting or having rough sex. The one thing they knew for certain was that neither of them should get involved. Though they were soon distracted by the third queen’s approach, who seemed rather unamused by the classic sibling display.

“You,” she echoed, pointing at Spike. “What is your name?”

“S-”

“Spike,” Chrona interrupted him. “You will be the solution to your problems. You will serve as this land’s ambassador and venture to their lands.”

“Really? Um, okay,” Spike said. It made sense, after all. Seeing as he was perhaps Ember’s best friend in Equestria… maybe in the entire world. And that sounded like much more of a friendship adventure than the one he had just went on. “But what about T-”

“She will accompany you. You will go together,” Chrona said plainly, pushing Twilight forward to Spike’s side.

“Alright good… When should-”

“Now...” Chrona ordered before turning back to deal her two sisters.








It was still midday as Spike and Twilight soared through the air, heading southwest in the direction of the Dragon Lands. Spike had to hand it to his wings, they sure did cut cut down on travel time. Since there was no train tracks in the direction, the only options open to the two of them were to hike there, which could take days, or fly, which was merely a matter of hours.

“So, I’ve taken the liberty of preparing a few notes that should help your pitch to Princess Ember. Er, I mean, Dragon Lord Ember,” Twilight said proudly as she handed her companion a rolled-up bundle of notes.

“When did you have time to do that?” Spike asked, a tad dumbfounded. “We left right after that weird other queen told us to.” Thankfully that included leaving fast enough for Chrysalis to not notice from her distracting sister and object again.

“Silly! I’ve had this ready ever since I found out the changelings wanted the other species from other lands to move to Equestria,” Twilight giggled as spike unfurled the scroll and began to read. “That one is just the summarized version in bullet points. I had a slight feeling I would need to keep things short and simple for the dragons in particular... But I have the citations and research material backing up the claims in my bag… Anyway, it details our post-changeling statistics such as our lower crime rate, lower infant mortality, a rather huge uptick in our citizens’ happiness index - make sure to stress that, body alteration and enhancement magic which, let’s be honest, some of the dragons desperately need, our mines are packed full of an overabundance of tasty gems so they’ll never go hungry, we have plenty of fluffy pillows to share, and a report that ten out of ten scientists now agree with the statement: ‘Equestria is the best place in the world to live’ is now a fact rather than an opinion.”

“Except you forgot to mention Ember herself would have to give up being Dragon Lord and instead become an obedient little sex slave,” Spike replied, unconvinced in the face of the alicorn’s notes. “And I get the impression she kinda likes being Dragon Lord too.”

“Well if you phase it like that it will be a hard sell… Instead, um, why don’t you speak of it like a promotion of sorts! Being yours… and my, sex pet will be a job she will enjoy so much more!”

“Right… I’m sure she and the other dragons will be just fun having the changelings telling them how to behave,” Spike said sarcastically. 

“Well you’re a dragon and you live with the changelings, Spike! And I’d say you get along with them just fine!” Twilight beamed in response, to which Spike’s eye visibly twitched, though it went totally unnoticed by the alicorn. “It’s just a shame Ember didn’t agree to meet with us in Canterlot for the diplomatic talks. It would have been better if we could have had the dragons surrender to the changelings peacefully, rather than resorting to... this.”

“Twilight, you know those offers for talks were just traps!” Spike replied. “The moment Ember set foot in changeling territory, she would have had a dozen cocks in her mouth before she could use it to speak.” Spike sighed to himself. “Even if that didn’t happen, Ember was still right not to come. Changelings aren’t know for being trustworthy at all. We can’t expect them to hold to their word when their word is worthless.”

“What do you mean, Spike? Our goals are practically aligned! Ponies want to have sex, and changelings want us to have sex to power their love magic. If the rest of the world gets involved, everyone is happy and everyone wins!”

“Just… where does it end?” Spike muttered to himself under his breath.

“Looks like we’re here!” Twilight said excitedly, as she spotted familiar territory. A collection of dragons were seen idly mingling on the rocky formations below as the pair came in for their landing. The scaly creatures eyeing the naked alicorn with a mix of suspicion and lust. But they still acted under Ember’s orders and made no move to rape the mare. Even if she was being a giant tease.

“I’m here to see Dragon Lord, Ember,” Spike announced.

“Yeah yeah, whatever,” Garble replied dismissively with a wave of his claw from his lounging position on a rather uncomfortable but flat set of rocks. “She’ll be here in a second for your dumb pony talks.”

“Garble… it’s nice to see you again,” Spike glared and he spoke sarcastically.

“Duh,” He replied, digging a single claw through his ear before taking it out to inspect it. Twilight noticed that the other male dragons were trying to avert their gaze from her, not wanting to be ordered to jack off to another set of attractive rocks when Ember got here.

“There she is…” Spike said as he spotted the blue dragoness and her assistant flying down to them. Spike’s heart almost skipped a beat once he saw Ember’s new outfit. Though he had to slap himself out of it, remembering that he wasn’t in Equestria anymore. Staring so openly at a woman’s assets was probably still frowned upon here.

“Hey there, you two. Long time no see,” Ember said with a smile.

“H-hey, Ember… you’re looking, um, rather... good today,” Spike replied.

“Thanks,” Ember responded with a slightly wider grin before turning to the alicorn. “I know why you two are here. I know I took your friends. But they’re fine. Twilight, I’ll have Ballistra here take you to your pony friends. And, Spike. Perhaps you and I should go a little somewhere more secluded so we can talk this whole thing over?”

“Follow me,” the pink female dragoness, apparently acting assistant to the Dragon Lord, spoke to Twilight. “The ponies are in the hot spring caverns underground.”

“O-okay,” Twilight said, though having thought she would have at least played a small part in the diplomatic talks with Ember. They were good friends after all. “Remember everything we talked about, Mr. Ambassador,” Twilight said with a chuckle as she was led away to a cave leading underground. Spike and Ember too departed with their wings for a more private location.







It was a noticeably long trek underground, but nevertheless, Twilight and Ballista arrived. The dragoness flapping her wings as she took off from the ground, and pushed a giant boulder out of the way of the room’s entrance. Inside, Twilight spotted her friends. The one in particular that glaringly stood out to her was Rarity, who did not look well at all!

“Rarity! A-a-are you alright?” Twilight asked frantically running over to see her friend.

“No I am not alright!” Rarity cried. The obvious signs of blurred mascara and bloodshot eyes were present on the fashionista. “We have been endlessly tortured by our captors! Ruthless… u-uncouth, uncivilized... dragons!” Rarity yelled angrily towards Ballista, who merely rolled her eyes in response. The unicorn turned to the alicorn and whimpered, “I-I-I don’t know how much longer I can take it… I don’t know how much longer I can go on...”

“Torture?!?!? They’ve been torturing you girls in here?” Twilight gasped. Having no idea that dragons had taken things this far. “What exactly did they do to you?”

“Nothing!!!” Rarity cried out, fresh tears streaming down her cheeks. “They-they taunted us with their wide array of double dicks, then… they didn’t do anything to us with them! D-do you know how long it’s been since I’d had any action? Since I’ve see a cock angled at my body?! The changelings hadn’t even arrived in Equestria!”

Twilight sighed to herself as she realized it was just a false alarm. Though a cursory glance at her other friends revealed they were simply silently soaking in the waters, bored out of their minds. She probably should have looked at them first and figured Rarity’s concerns were being over dramatic, as the fashionista was known for.

“Hey, Twilight,” Rainbow said boredly from the water, not even getting out to greet her. “Welcome to the no fun zone.”

“I thought we agreed to call it the no cum zone,” Sweetie Belle droned emotionlessly.

“Don’t worry, Rarity,” Twilight said, half-reassuringly to humor the mare. “Spike is here talking with Ember right now. He’s going to get them to surrender and join us in Equestria. Then you can go back, have all the sex you want with them, and even have some punishment sex on Ember for what she did to you.”

Rarity sniffled, as she rubbed her eyes. “I-I suppose it would be nice to finally put that stuffed up d-dragoness in her proper place.”

As if on cue, Spike and Ember were seen walking into the caverns.

“Spike! Ember!” Twilight exclaimed excitedly, flying over to them before realizing something and stopping. “That… that was certainly a quick talk,” she noted. A quick glance at Ember’s form revealed she was still wearing that pesky set of armor. The dragoness wasn’t naked or even wearing a collar. And Spike wasn’t exactly known for being a quickshot. Had the talks gone well, he should have still been ruthlessly reaming Ember’s body over the softest rock he could find. Pumping a litre of dragon cum into her tight womb before collaring the slut to signify their agreed-upon deal. Then Ember could use her dragon sceptre to order all dragons to fly into Equestrian territory and surrender without conflict. The changelings and ponies could deal with breaking in the women and capturing the men.

“Quick, but surprising,” Ember said, shooting Spike a grin before walking off.

Twilight’s confused glance turned to Spike now that the still Dragon Lord was out of earshot. “H-How’d it go? Did you talk to Ember about her surrender? Did you bring up all the bulletpoints like I said? Do you need to reference my research material?”

“Ummmm… well,” Spike said awkwardly as he averted his gaze from the alicorn. “N-not exactly. I guess I just… mainly, asked her for permission.”

“Permission? Permission for what?” she asked.

“Twilight…” Spike sighed as he steeled himself for the upcoming bombshell, staring directly into the mare’s eyes. “I think… it would be best if we all stay and live in the Dragon Lands from now on…”
> A Changeling Hearth's Warming (Bonus)
> --------------------------------------------------------------------------

Starlight Glimmer sighed to herself as she stared out of suite window onto the snowy streets below. It was Hearth’s Warming day and all through the house, not a creature was stirring, mostly because no one else besides Seta was there with her.

Tylus, her owner, was on a very, very special holiday mission elsewhere for the time being. Helping spread joy and pleasure to all the fillies and colts of Equestria. But only to the naughty ones. The nice ones got a lump of coal this time. Starlight herself still had no idea how the changelings checked that list to know.

Tylus had led an official changeling welcoming party to the home of none other than the Kirins. Applejack had let slip their location, which the changelings hurriedly zipped over to upon learning they were a rare of attractive female only creatures. There were actually a good number of them hiding away in a single location. And thankfully after some ‘talks’ their leader, Rain Shine, was more than willing to direct the changelings to the others so that not a single one missed out on said ‘talks’.

Now that their business was concluded, the entirety of the Kirin population was being relocated to various locations over Equestria. Some of which were in Manehattan themselves.

Starlight could see them, along with Tylus on the snowy street below, acting as supervisors. There were rows and rows of metal pet cages, all of which had an adorable red bow attached to the top. Inside each cage was a single Kirin female. Naked as the day they were born, save for their ‘wrapping’, a neat red ribbon the stretched over and around the many curves of their exposed bodies. The ribbon covered just enough of their slit and nipples to hide them from view, while on the backside the rippon fastened an intricate set of knots that held their entire arms and hands securely behind them. This, coupled with a ball gag and ribbon lacing their ankles together rendered the nervous looking Kirin themselves rather immobile. To top it all off, the a changeling sex slave collar was attached to ribbon, adorned with a festive bell attachment, pulsing as if it was dying to be placed around the female’s neck. A crowd of naughty colts and their naughtier filly slaves gaily trotted from cage to cage, inspecting the most intimate parts of their nude bodies. Trying to find the best looking slut to take home with them for a fun evening of fucking and collaring.

Starlight bit her lip, secretly hoping that her master saved at least one of those sexy creatures to add to their little family. She used the word ‘secretly’ ironically, seeing as she couldn’t even keep a secret with Seta’s mind powers. But Starlight knew the female changeling wanted one of those nimble sluts to join them as much as she did.

But, in the meantime, Starlight was bored. She and Seta were both bored. There was little to do in the suite without her master’s cock around. Sure, she could crawl over and have some sexy fun with Seta, but girl on girl action was only half as fun without her master watching them play.

“Ohhhh… yes!”

All of a sudden, Starlight’s eyes perked up as she heard the unmistakable familiar sound of Seta lustfully moaning. Starlight paused, thinking it might have been something else, only to hear another loving moan from Seta again.

	“Ahhhh… more - more!!”

Curiously, Starlight crawled over the suite in the direction of the sound until she found the female changeling laying spread face up on the master bed they all shared.

Tylus’s own Hearth Warming present was firmly there attached around Seta’s naked. A collar with Seta’s name on it, finally marking the changeling slut as Starlight’s sister sex slave. Done were her days of wielding a false cock and pretending to be a male. Now, Starlight hoped she marked a new beginning to the enslavement of all female changelings out there.

But… as a sex slave, Seta should have known masturbating was strictly forbidden without their master’s permission. Actually, it didn’t appear like Seta had been masturbating. Her arms were spread to her side, and there were no toys attached to her naked body… Nothing was happening to her at all!

“Seta…?” Starlight finally asked.

“Ohhhh…. yes, Starlight?” Seta replied with another moan, biting her lip lustfully as pleasure radiated through her.

“Why are you moaning?”

“Ummm, y-you know how our master took all that time to teach you how to feel pleasure from pain?” Seta answered back, to which, Starlight nodded with a blush as the found memories came rushing back. “Aaaahhhh…. W-well, as his newest slut, I thought I would take the initiative and teach myself how to feel pleasure from boredom.”

“Seta,” Starlight said with a cocked head, “that isn’t possibl-”

“Oh-fuck! I'm cummingggg!!!!!” Seta cried out, her back arching high off the bed as she came. Her juices came gushing out as boredom itself pushed her over the edge, soaking the bed sheets below in a lewd display befitting of even the horniest of sluts.

“O-okay…..” Starlight sputtered as she slowly started to crawl backwards out of the room. “I-I’m going to go now….”

“W-wait!” Seta cried out, her slender body still in recovery from it’s recent orgasm. “I want to teach you how! That’s my Hearth’s Warming gift to you!”

“What? N-no!” Starlight exclaimed in a panic, but Seta’s powers were already causing her body to turn around. Her mind expanding as it was forcibly stuffed full of knowledge pertaining to this strange skill. It was to late. “S-Seta! Do you know how much something like this is going to tease me!” she exclaimed as she was controlled to crawl into the bed with her sister slave. “Like literally all hours of the day when our master isn’t around! Cumming that much will drive me insane!!”

“Then I guess you best stick by me and keep the both of us entertained away from boredom…” Seta whispered huskily into her ear with a devious grin. “Or else.” Seta begin planting a tender trail of kisses down Starlight’s lips, neck, collarbone, and breasts, drawing a passionate moan from the pink unicorn this time as the all to familiar feeling of lust slowly crept back into her.

Oh, to hell if their master wasn’t around to watch!! Starlight and Seta both giggled like lusty school fillies as their hands flew to each other’s body. Groping, kneading, and kissing the slender busty bodies they knew so well.

“Happy Hearth’s Warming, Seta,” Starlight moaned.

“Happy Hearth’s Warming,” Seta giggled back.
> Laying the Dragon
> --------------------------------------------------------------------------

“Wha…?! You’re joking, Spike. P-please tell me you’re joking!” Twilight stuttered.

“I’m not joking,” Spike replied firmly.

“Rainbow Dash! Did you put Spike up to this? You should have known it wouldn’t be funny!” Twilight said, turning head to face the colorful pegasus. 

“Huh?” Rainbow responded. “What are you talking about, Twilight?”

“I asked Ember for permission. She said it’s okay if me, you, all of us live in the Dragon Lands from now on,” Spike went on.

“B-b-b-but why would you want to leave Equestria of all places! We’ve spent so much time and effort making it the perfect place to live!”

“For changelings!” Spike emphasized, the growing tension in the room causing the other mares to slowly back away in the hot springs. Applejack tugged at her collar awkwardly. “If anyone, it should be the ponies that are in charge of Equestria like they always have been! Not some power-hungry sex creatures bent on world domination!”

“The changelings are our allies, Spike. Just like the hippogriffs and ponies from Saddle Arabia!”

“Allies don’t invade and subjugate their citizens to do whatever they want! D-do you even know what the changelings might have secretly planned that they aren’t telling you after they get everything they want?!”

“What are you even talking about?”

“I… I’ve been having the same nightmare,” Spike shivered, “that after Chrysalis has every creature in the world in her clutches she’s going to kill every male that isn’t a changeling! Y-you know how much that bitchy bug hates men!”

“W-well… scientists do say the emotions of love and hate are very close to each other,” Twilight stammered.

“And once we’re gone what if they come after you girls next? Maybe cut off all your arms and legs until you’re the perfect fuck pillows?! Or rip out all your teeth so your blowjobs feel all the more better? You don’t need them after all, you’re certainly not using your mouth to eat anything but cock! And they couldn’t care less about anything you have to talk about!”

“Spike! The changelings would never do that!! You know they wouldn’t be that heartless!”

“But what if they do, Twilight! What if they do! At that point they will be so powerful off their love magic that nothing in the world is going to be capable of stopping them! You’ll have no choice but watch as they slaughter everyone they don’t like!”

“Now that,” Twilight said smugly, as if Spike had fallen for her trap, “is a slippery slope logical fallacy. So… do you admit you’re wrong now?”

“No!!” Spike said firmly with crossed arms. “Twilight… when last we saw them Chrysalis and her sister were rolling around on the Crystal Map having angry sibling sex. The Crystal Map! The sacred object of friendship passed onto you from the Tree of Harmony itself! I-I can’t even think of a better metaphor of what they are doing to defile Equestria!”

“Well, admittedly, she does have a bit of a crazy family, but who doesn’t?” Twilight countered. “Even before the changelings came, my entire family wanted to sleep with each other! Well… not my father and brother together, but everyone else! And you can imagine what Cadance joining did to them. And look at Applejack’s family! They sleep with each other more than other ponies outside of their bloodline!”

“You know that’s not what I’m talking about, Twilight.”

“Well I don’t think we should cast aside all the improvements we’ve made to Equestria since the changelings have arrived either!” Twilight quickly countered to bring the argument back in her favor. “With mares realizing an education is wasted on them, the more qualified stallions have been empowered with an abundance of scholarships, grants, and jobs that would have originally been hogged by us women! Equestria is progressing far faster without mares fooling ourselves while we play around thinking we were equal to the boys. And everypony benefits from that progress! It’s a win-win we wouldn’t have if not for the changelings and their ideology.”

“Right… the fabled ‘changeling ideology’ that says the men make the decisions and the women obediently follow behind them. Alright… if you like it so much then you should listen to me! Your master!”

“Wait, what?” Twilight stammered.

“I’m the guy! Your master and owner, Twilight. I have the cock! So, if you really believe the changelings’ way of thinking is so great, you should do whatever I say. And I say you and I are living in the Dragon Lands from now on! Got it?”

“Wha-but-I…. You don’t,” Twilight frantically stammered, averting her gaze as she quickly racked her brain to think of an escape from the situation she had talked herself into. She shot a look to her friends, but one quick peek made it obvious enough they were choosing to stay out of this lover’s quarrel. Besides, they were all mares and were bound to follow a man’s orders just like she was. After a moment of silence, the alicorn finally sighed in defeat, dropping to her knees. “Yes, master,” she said as calmly as she could with a bowed head.

“Good,” Spike said with a smug grin. “Now why don’t you hang out here with your friends while I finish up with the Dragon Lord. She said she would easily be able to find us some secluded area we could make our new home in.” The drake smiled to himself as he walked past his alicorn, petting her head along the way.

Twilight didn’t turn her head to watch him leave, still processing her emotions. She could adapt to living life and having sex in a cave. She and all her friends had done exactly that when the changeling enslaved them in their hive. But… she felt, betrayed, in a sense by Spike. If her master had been feeling so strongly about the changelings… why didn’t he bring them up before? 







“Awwww come on, Chrysi!” Nexia wined in a rather high pitched voice. “Don’t tell me you’re still upset that I ‘raped’ you!”

Chrysalis said nothing other than the rather annoyed look on her face. The magical pink restraint on her wrists and ankles came undone, allowing the queen to roll off from the Crystal Map. Her body was covered in cum, her insides were covered in cum, even the map itself was covered in cum. Anyone who turned on a blacklight in this room would probably be blinded. Nexia had really been holding it in just for her.

“I mean… since you’re a collared sex slave it’s technically not rape,” Nexia continued. “I think you guys call it… ‘consensual sex whether you like it or not’.”

“Finally got it all out of your system, sister?” Chrysalis growled, her horn glowing softly as she levitated all of the thick white substance upwards into a levitating ball of cum. Even her own pussy was spread as Nexia’s deposited efforts were extracted into the ball. Nexia madly shook her head up and down with a proud smile, though slightly saddened to see the cum she had just deposited in her sister flying out.

Chrysalis glared at her sibling, but said nothing else to antagonize her like she was a mere stallion. After all, unlike the men of this world, she actually posed a potential threat to her. Besides, she knew how her sister got when she was pent up. Due to her… condition… her personality changed completely depending on her sexual appetite. She figured Nexia didn’t even remember the reason why she had forced herself on her to begin with. Which was good, seeing as she wasn’t willing to give Seta up.

Nexia anxiously eyed the freighting large floating ball of changeling spunk. “D-drink it,” she fidgeted now rather awkwardly, almost pathetic compared to her previous self. “P-please,” she begged, her cock trying so desperately hard to twitch back to life.

“Only if you choose to behave yourself from now on,” Chrysalis said firmly, Nexia quickly nodded in agreement. “Good… Now on your feet, sister. I have work to do.”

“Awwww,” Nexia whined as she bounced upwards, her naked breasts flailing every which way. “Work?! Don’t tell me you conquered the ponies just to do work!”

Two naked servant mares entered the chambers preparing to clean, only to recoil in shock not by the sight of two frightening looking changeling queens, but more so, the giant white mess they had left around the Crystal Map room. Nexia quickly eyed them both with a devilish glint in her eye. With a glow of her horn, two large ropes of cum shot out from the cumball Chrysalis had collected. The two mares didn’t have time to react as their nethers were magically spread and the two white lengths of spunk were levitated straight into their folds. Their spells of birth control guarding their wombs were effortlessly disabled in an instant as the cum was magically guided to pool around their eggs, marking them as pregnant before they could even blink. Before they could react further, Nexia’s magic worked its way into their minds. Now the two ponies instead embraced themselves in each other’s arms as though they were a married couple, passionately pressing tongues and breasts together and collapsing to the floor in a lustful display.

Nexia grasped at the base of her now revitalized cock, taking a step forward as if to join them before she was grabbed by her sister.

“Were you even listening to me?” Chrysalis scowled.

“Whaaaaattt?!” Nexia pouted. “Big sis already left us alone. All we gotta do is wait for stuff to happen with the dragons!! Why do you gotta do work?”

“There is more to ruling a kingdom than acquiring new toys and playing with them,” Chrysalis said calmly. “Subjects need to be kept in line. Order needs to be maintained. If you truly wish to be a queen and a part of the world I’ve built, I trust you will learn this well, sister. Otherwise nopony is going to be having sex.” As if to emphasize her point, Chrysalis dropped the levitated cumball atop the two kissing mares. It came as a comical shock to them as it slashed down, drenching their entire bodies in white as Nexia’s mind magic dissipated from them.

“For instance,” Chrysalis said turning back to the mostly cleaned Crystal Map. “My men have an ongoing investigation taking place in Las Pegasus. A ridiculous name for a city…”

“Oooo! Ooooo! Can I cum?” Nexia quickly asked. “I want to help!”

“Well… yes. I was just about to suggest you tag along this time,” Chrysalis stated. She at least wanted to fit in as much quality time with her sister before she reverted back to her usual self. Perhaps leave a good impression.

“Too bad. We’re going!” Nexia said, grabbing her naked sister and teleporting away. Leaving two cum-covered servant mares to their own devices as they shrugged and resumed lustfully playing with the other.







“Sucks that Starlight is all up in arms against you,” Ember said. “Can’t blame her though. I’m sure the changelings are controlling her mind or something. They always seemed like a deceitful bunch to me.”

“No, that was Twilight arguing with me,” Spike sighed. “And they already proved a long time ago changelings aren’t controlling any ponies’ mind. At least… not Chrysalis and her swarm. They like to keep things consensual.” In a way though, that point infuriated Spike to no end. Back when this all started, it was so much easier to hate the swarm thinking they had simply raped and abducted all his female friends. But now with those very same friends trying to convince him the swarm was on their side, it made things a whole look more complicated in ridding himself of them.

“Eh, fine. But I suppose you might actually be wishing she was mind controlled right about now right?”

“What do you mean?” Spike asked.

“If she was under some spell’s influence, she would
do anything you wanted and be happy about it,” Ember shrugged. “Can’t help you there though. But I can help arrange your living quarters since I know who you aren’t sleeping with anytime soon…”

Spike grumbled to himself as Ember chuckled at herself at her own ruthless humor. “Fine, just rub it in why don’t you.” He knew she was right though, which stung the hardest. He followed Ember through the maze of underground tunnels, soon noticing he was tailing her from behind. His eyes instinctively drifting downward towards that shapely clad rear end of the Dragon Lord. It had been so long since he had actually seen a woman wearing anything to conceal their bodies from him. It felt like almost a completely new thrill to him. He licked his lips as thoughts of wonderment came, picturing exactly what could she be hiding under that armor.

His gaze had to panickedly shoot back up to eye level as Ember turned to face him with a smile. “It’s just this way. Come on,” she beckoned him further. Spike gave a silent sigh of relief, she didn’t seem to notice but that didn’t exactly help his heart calm down. It was perhaps the oldest sport in existence, yet one that no longer existed in Equestria. Rubbernecking to catch unnoticed glimpses at a woman’s assets without her catching on. Though the room Ember lead him into soon had his thought diverted from their current path. 

“Whoa… nice spread,” Spike awed as he entered the chambers. The floor was quite literally covered in gemstones! Hundreds of them, all laying about waiting to be eaten by a hungry dragon.

“What?” Ember asked innocently with a chuckle. “Don’t tell me you didn’t think being Dragon Lord didn’t come with it’s perks.

“Wait. T-this… this is your room!” Spike gasped.

“Well, yeah,” Ember said with a roll of her eyes. “Only place in the dragon lands where you’ll find an actual mattress. Guessing, since you live in pony land, you’re not really used to anything else,” she said, gesturing over to her bed. A queen sized one with mountains of glowing gemstones piled around it. Along with a familiar object Spike knew all too well.

“The Bloodstone Sceptre,” Spike stuttered. He had a few brief moments holding it back during the Gauntlet of Fire, but he vividly remembered the power he felt coursing through his veins when he touched it. But, more so, how nice it felt to order Garble to hug everyone. Though he always regretted not taking his little power trip further on him.

“That’s right, big boy,” Ember grinned, her voice subtly conveying a small amount of pride. “The thing that makes a Dragon Lord a Dragon Lord.”

“You just leave it lying around?” Spike asked, with a raised brow. “C-couldn’t any dragon just walk in, grab ahold of it, and become the new Dragon Lord?”

“They could… If I hadn’t ordered them all that they weren’t allowed to touch it,” Ember said. “Problem solved. Easy. I also said they couldn’t touch my gems either. They just have to fetch them for me.”

“Wow, seems like quite the setup,” Spike said staring at the sceptre, briefly wondering what it would have been liked if he stayed in the dragon lands and ruled as Dragon Lord. At that time, he was probably the smallest dragon in existence, it would have been ridiculous! 

“Do you want to try it again?” Ember asked with a devilish tone, picking up the sceptre and waving it around for Spike to see.

“R-really?” Spike stuttered, the thought having never occurred to him before. Ember handed him the sceptre without a second thought. The large blood red Bloodstone glinting in the cave light as it moved.

“Go on… use it to give me any order you want. As long as they are a dragon, they will have to obey,” Ember cooed seductively.

“I...I don’t know about that, Ember…”

“Just order me to strip already!” Ember huffed. “I know you’ve been staring at my tits since you’ve got here!”

Spike swallowed, guilty as charged. He knew Ember was trying to seduce him, but he figured that it would have taken a bit longer than this. Still, he played along. “Alright, Dragon Lord… take off your top.”

“As you command, master,” Ember said with a grin, reaching behind her back. For the sake of her own curiosity, she briefly tried to stop herself, only to find she couldn’t. Her body moved on its own like one long series of involuntary movements. She was helpless to stop herself as undid the fastened straps.

There stood Ember, completely topless, her plate bikini removed and discarded on a nearby gem pile. Her two now uncovered, azure breasts jutted out from her chest, hanging with the utmost perkiness and size. A pair of cute dark blue nipples were just icing on the cake, already appearing as hard as a gemstone. After the job was done, Ember, however, looked rather annoyed, crossing her arms beneath her chest noticing where the dragon’s gaze was locked onto.

“They aren’t that big…” Ember said with an embarrassed blush, for once the confident dragon Spike knew showing some insecurity. 

Spike’s grip on the sceptre grew harder as he stared at his prize. He knew he could have everything he wanted here with this. With his order he could have the comfort of a submissive beautiful dragoness to attend to his every sexual need as if tried by a changeling herself… yet without any changelings to give him worry. All it would take was his command.

Yet… Spike refrained. Choosing to turn Ember into his own sex slave would, in a sense, make him no better than the changelings themselves. No, he wasn’t stooping to their level. Ember could very well remain a free woman who choose to have sex when she was good and ready for it!

But still, Spike couldn’t help but wonder why Ember was being so forward with him so soon.

“Hmph,” Ember fumed as smoke shot out of her nostrils, noticing her friend’s confusion. “Spike, you should know by now I didn’t invite you to stay in my own personal chambers just because I’m just so hospitable.”

“T-then why?” Spike stammered.

“Dragon Law is clear on the matter,” Ember stated as plainly as she could. “A lord requires a consort. At least one consort. Most other Dragon Lords had an army of them. Whatever. The point is, a ruler is obligated to pass down their genes. And I want the one to be you.”

Spike theorized that the old law was likely written by a past Dragon Lord seeking any excuse to earn him as much trim as his title could manage from the females of the land. But he reasoned against asking for a history lesson now. “Why me?” Spike asked.

“You rather I mate with those other braindead guys outside? I doubt they could even give me offspring that could fly straight.”

“Good point…” Spike admitted.

“Besides, if you’re going to be living here, being a Dragon Lord’s consort does have its own perks. So let’s just both be adults about this, okay? You’ve probably done this a million times with those ponies,” Ember sighed, though growing slightly annoyed. “The dumb fucks who wrote that stuff... l-like they never planned for a woman to be in charge! And, even worse, they made it so even a Lord can’t alter them!” It was true, Ember was the first female Dragon Lord in dragon history. But even still, the laws in place made it seem like the job was only meant for a man. If Spike was being completely honest, he couldn’t really blame them. Females dragons didn’t tend to be as aggressive, strong, intimidating, or all around off-putting as the males. Traits that seemingly were what made a dragon a dragon. “The sceptre forced my heat cycle to come early because of all this crap! And it’s going to keep me in heat until I do this!! I’ve been scratching my scales trying to get you back here for it!” Ember swiped the Bloodstone Sceptre away, marking another end to the short rule of Dragon Lord Spike. “So now it’s my turn…” she said with a devilish grin, staring at her helpless target. “Back up. To the bed. Clothes off!”

Spike obeyed as he backed up to the front of the bed and removed his clothes, Ember hot on his tail as she followed closely ahead of him. But for what was perhaps the first time since Spike had known her, she froze in place. Her eyes staring transfixed on his dual members that popped free from his pants as if it was Spike staring at her breasts. “P-pervert…” Her crimson blush spread further down her cheeks as she was gifted with the pure unbridled smell of his musk. Seeing as Spike would have greatly preferred avoiding a swift punch to the balls, he held back his comment saying how cute she looked.

“On the bed. Now. Face up. Don’t move,” Ember ordered.	Spike did as he was told, his two erect shafts pointing directly up to the rock ceiling above.

Ember took a deep breath as she steadied herself. This was it. “I-I’m not going to be as good at this as those mare sluts you play around with! I’ve never actually done this before while in heat.”

“That just makes it all the more better,” Spike said with a smile.

“Jerk…” Ember fumed as she undid the clasps on her protective bottoms. Spike watched as those thick hips wiggled out of the remainder of her clothing, finally bearing the Dragon Lord’s full beauty to him in all its glory. “I’ve learned enough from watching the whores dad brought in to screw around with.” She moved over the center end of the bed between Spike’s spread legs, grasping at the base of the uppermost shaft with one hand and the bottom with another, eliciting Spike to draw out a sudden groan. The dragoness began to squeeze and pump in earnest, rewarding her with the sight of the two cocks growing to full throbbing hardness. She nervously eyed the two members that would undoubtedly soon be lodged deep inside her scaly frame. Though in their current unslick state, they weren’t going to get far. Angling the lower one down with both hands now, Ember lowered her maw, blasting Spike’s cock with a hot breath of air before engulfing it past her lips. The stark difference between a dragon and a pony blowjob hit Spike in an instant. The depths of her throat cast his cock in a new felt pleasant warmth, unlike any pony or changeling that had taken him into their mouth. Coupled with the long forked reptilian tongue lapping away at the underside Spike was in Dragon Heaven.

Ember spent a while sucking away at the male dragon’s cock with diligence, though shooting Spike himself a glare and swatting his hands away anytime he attempted to touch her otherwise. He would have to settle for watching those two massive azure orbs swing back and forth with the dragoness’s movements. It seemed as though this blowjob was meant as much for Spike as it was Ember taking as much time as she needed to learn how to handle one of these strange meaty rods. Though Spike couldn’t really complain. He considered himself lucky Ember was even allowing him to look at her as she was naked and sucking him off.

Popping the cock out of her mouth, the dragoness cast it a brief disappointed glance, as if upset that it hadn’t gone off yet. She shrugged, grasping the shaft with a hand as she began both stroking it off and angling it away aimed towards her breasts, allowing her freedom to work on the upper shaft above next. Spike groaned in approval as he was given the two cock massage treatment. Ember’s oral performance taking a noticeable turn for the better as the dragoness both used what she learned before with the additional bit of competitive effort. Spike’s cock actively was dragging against the back of Ember’s hot throat, feeling as if she could bathe his cock in flames at any moment if she so choose to. Slurping, wet sounds filled the otherwise empty cavern as she pleasured the dragon. Below, one of her surprisingly soft hands were  squeezing and stroking rapidly, while the other gripped his balls and kneaded them tenderly.

“S-shit… I’m going to cum!” Spike warned, noticing that Ember took that as a cue to only work her lips harder at him. Her head bobbing rapidly as she slurped up and down his shaft. 

Feeling his cocks throbbing and passing the tipping point, Spike instinctively grabbed Ember’s curved horns, using them as handlebars as he pulled her head in while thrusting his hips forward and finally cumming. Ember went wide eyed in response as the tip lodged in the deep depths of her throat pulsed and released the first batch of his seed into her. She tried to pull back in the moment, but seeing as her head was thoroughly clamped to the dragon’s groin, all she could do was swallow it all down. Spike released a groan of delight, her twitches of panic only served to amplify the heavenly sensation of his cumming cock. His lower cock fired next, shooting off an equally potent load of dragon spunk angled directly at the Dragon’s Lords bountiful tits. The white jizz hitting the twin curvy mounds and sticking to them as if Spike himself was marking this dragon bitch as his own.

As the last of Spike’s first round tapered off, his grip on her horns loosened as well. Ember’s cum-covered cleavage bouncing wildly as the dragoness dropped and braced herself on the stone floor, coughing violently as she fought for air. Spike grinned at his latest conquest, his dual dicks already throbbing for another round. But as he stared at the naked dragoness coated in his spunk, a familiar strand of thoughts entered his mind. His gaze drifting over to his pack where Twilight, being as helpful as she was, took the liberty of packing plenty of collars for the trip.

No... Spike shook his head violently to clear his twisted perverted thoughts. Ember liked being a free woman, a strong independent woman who didn’t need a master in her life. Again… he would respect Ember’s choice to remain unenslaved, and he knew their sex life would be all the better for it…

A strong punch found its way to Spike’s stomach, knocking the air clean out of his lungs.

“What the heck was that, you jerk!” Ember fumed angrily. “You nearly drowned me in your own cum!”

“S-sorry!” Spike quickly apologized. “Guess I’m more used to-.... Ummm…” He halted his train of thought before he could finish.

“Used to what?!” Ember asked angrily. Shit… too late.

“Uhhh, mares swallowing…?”

“Hmph!” Ember fumed, though not in the way Spike expected. The dragoness shot him a blush as she averted her gaze. “I’ll… I’ll get there one day.” She bent over, taking a crimson gemstone from a nearby pile and using it to scrape up the dragon seed that had landed on her bouncing breasts before tossing it in her mouth. “You’re lucky your stuff tastes so good. I was really getting sick of nothing but gems all day everyday.”

Spike flinched at the compliment. Another generous perk the changelings had gifted him with. As if the universe itself was trying to tell Spike he was wrong about those creepy shapeshifters.

As Ember swallowed down the last of the tasty creamy treat Spike had covered her with, she gave a passing glance to her new consort’s prize. “Wow… rearing for another round already? Heh, I sure do know how to pick them.” Spike chuckled nervously as Ember leaned back over, diligently licking his two cocks clean of cum.

“Sorry if I’m acting a bit strange compared to usual, Spike,” Ember suddenly said. “I should have took you, but I’m in an awful heat… Not only do I need a consort… but I also need a pair of dicks inside me.”

“T-that’s okay. Happy to help out,” Spike replied with a chuckle as Ember took her position standing above him on the bed. She carefully, with almost tantalizing slowness, bent down to lower herself. She briefly grasped at the tip of the two shafts, helping guide them. The lubed up cocks hit their marks perfectly. The uppermost shaft spreading open Ember’s womanhood and dipping inside while the lower one pressed into her puckered star. Ember released a soft shudder of delight as the first feelings of being filled crossed her. Despite her best efforts, she let out an adorable feminine moan as she slowly lowered herself a few more inches. “It-it’s not that good! Don’t be so proud of yourself!” Ember fumed to the smugly grinning Spike.

With a plop, Ember’s rear end finally found purchase on Spike’s body as her hands braced themselves on his abs, both of his shafts lodged deeply into the dragon’s frame. 

“Ahhhh….” Ember moaned proudly through panted breaths. For a woman, it was a far different feeling to have two cocks from the same lover stuck inside her at the same time. Her tongue hung out of her agape mouth, a glazed expression clung to her face as she savored the pure feeling of fullness packed inside her.

Running his hands up her thighs and hips, Spike grinned himself, knowing the look well. To him, his two cocks were just two master keys that could click into place in any woman’ holes to unlock her heart. He bucked his hips upward, spearing his tools even deeper into Ember.

“S-S-Spike!!” Ember whined through a cloud of lusty pleasure as she collapsed forward onto Spike’s chest, her fall cushioned by her two mammaries as Spike’s cock slipped out slightly. That was all he needed. Hugging his arms around her he locked her into place, smiling as the rock hard nipples of his helpless lover grinded into him. Without a moment to lose, he rammed his twin members into Ember’s soaked holes with conviction.

“T-t-o-o-o f-fast!” Ember moaned, having previous pictured herself being on the one in control here. But even though she was on top she learned she was as much at Spike’s mercy than if he was above her and had her ankles pressed back to her head. Why the heck was he so good at this?

Even as the impacts from Spike’s relentless thrust shook her to her core, on top of flooding her mind with an intangible amount of pleasure, Ember attempted to push herself back up on Spike. Hopefully to regain some of her lost dignity and control in the situation. But she quickly found her legendary strength completely faded.

To Spike, it was an old trick the changelings had taught him. Going at a woman hard enough drains her of her strength, making them as strong as they should rightfully be, powerless to resist the man and his cock. 

Ember’s vision flashed blurry as her cunt and rump were ruthlessly pumped into her first orgasm. “Aaaaahhhh f-fuck!” Ember cried, a small amount of drool escaping from her mouth. Spike let out a groan himself as Ember inner walls clamped down on his intruding members.

Ember groaned in a mixture of pleasure and frustration. Her body was telling her to enjoy this, but her mind, her dragon mind, yelled at her that she was losing this fight! She thought she could handle this… Memories were soon rushing back to her. It had always been her worry since the first day she realized how the world actually work. She knew her dad always wanted a son. She knew her dad wanted a male Dragon Lord. Ember was never able to free herself from the sneaking suspicion that she was merely pretending to be strong willed like a man… but deep down knowing she had been dealt the short stick from the start when she was born a girl. Was this why? Just because she was in heat?! Two rods of meat pistoning inside her holes was all it took to reduce her into a drooling, moaning, and quivering mess?! A look to Spike revealed he was doing none of those things. He was smiling at her, all while his hands ruthlessly groped her royal tits. To treat such an important part of a woman’s body like it was merely a toy for him, it was unthinkable! And yet, she felt herself wanting him to continue...

No!!! She couldn’t lose this fight! Her gender was just as equal to a male! Against her body’s wishes, her mind compelled her to continue the fight, to search for a way out! To her side, she found it. The Bloodstone Sceptre! Of course!

Before Ember could even try to reach for it, another orgasm shot through her body, locking up her muscles as she came for a second time. Her juices came gushing out and coating Spike’s groin in a lewd display completely unfitting for a ruler of a nation. Despite the ecstasy, Ember recoiled in shame and humiliation from what her own body put her through.

But the man didn’t care. The man accepted her for it. Rather, Spike slowed his double thrusts as he tenderly pet Ember’s head.

“Such a good girl…” Spike cooed. In hindsight, Spike considered he should have thought of something else to say. But this was the way the changelings taught him, and he couldn’t deny it was working all too well.

“Y-yess… I’m a gooood girl...” Ember panted lustfully as her body took over. All thoughts of retrieving the scepter gone from her orgasm-riddled mind. Her body was working on its own now, working with Spike as they changed position.

Ember found herself on the bottom now. Lying on her back, her thick flexible thighs pressed upwards until her ankles were at her neck. Ember didn’t even realize what she was doing as she locked her own arms around her bent back legs, ensuring those pesky limbs were far out of the way of those magnificent cocks. Ember got a brief view of them now. Both of them, throbbing and glazed with her juices.

One cockhead clicked into place between her cheeks, the other followed shortly after into her folds. Not a moment later did Spike thrust back in, spearing her open once more. He was done asking for permission, he was taking what he wanted. The man was in control now, as it should be.

Ember cried out now in unbridled pleasure, those two wonderfully perfect dragon cocks hitting even deeper inside her now! If the other dragons saw her like this… her holding her legs back, her giant breasts swinging wildly on her chest, her moaning like a common whore… she would have been overthrown in a day! But Ember didn’t care. If being weak and submissive to a man’s desires meant she got to feel this amazing, she would have chosen it for a thousand lifetimes.

Spike’s expression was growing more labored as his own peak neared. He shared Ember’s desire for this wonderful moment of theirs to never end, but it seemed Ember’s walls had a thing to say about that judging from the way they hugged his cocks.

Three thrusts. Two thrusts. One final thrust and Spike hilted his two proud cocks into Ember’s slender frame as deep as they could possible go. As if Ember’s body took the cue, her walls clamped down tight with the Dragon Lord’s third orgasm, milking Spike’s shaft just as he to exploded inside her.

Ember let out a loud scream as her body quivered and rocked with the most powerful orgasm of her young life. Spike groaning himself in blissful pleasure as his twin cocks pumped his entire cum supply into his lover in an endless frothy torrent. The first time a man’s seed touched Ember’s womb was magnificent… She felt the unbearably hot, manly substance as it was injected deep inside her, the potent virile cum quickly filling her womb and bum to capacity and rushing outside. Two white seals of the cum formed around the two pulsing dragon cocks lodged within her before leaking out onto the bed below.

Ember let loose her legs and collapsed on the bed, a happy smile etched onto her mouth. No longer was she concerned over being born into the weaker gender, now finding she was rather blessed in that regard. Only a woman could feel such soul shaking pleasure, bestowed on them from such wonderful cocks.

Today marked the first day in her life, Ember was glad to be born a woman. It felt like all her burdens and stresses were lifted off her at once… like for once, everything in the world suddenly made sense. The Dragon Lord lovingly petted her slightly expanded belly, now full to the brim and beyond with Spike’s spunk. There was no doubt in her mind now that she was pregnant. A pregnancy that would finally bring an end to her infernal heat cycle. 

“G-good job… Spike,” Ember cooed gently.

Spike stood proudly over his latest conquest. The sight of a content woman lying below with his white leaking out between her legs was a sight he was all to used to seeing since the changeling moved into Equestria. Though speaking of the changelings, what exactly was their protocol now?

His dicks were still slick with a mixture of Ember’s juices and his cum. A changeling would probably make the woman clean him off at this point. Or if she was asleep, he would probably clean his cock on her hair. But more importantly, Spike gave a stare over to his bags. He was sure Twilight would have packed a few dozen sex slave collars in there. A changeling would take this moment to collar the bare neck of his prize, marking her as his official property. Then he would take her back home with him and do the same thing to her for the rest of their days. Heck, even better, a changeling in his spot would do something even better and make a grab for the Bloodstone Sceptre. With that in hand, he would order all dragons to fly to Equestria and surrender to Chrysalis’s forces.

But again, no, Spike wasn’t going to do that now. Instead, he grinned to himself, knowing he was better than the changelings. He didn’t need to enslave women to satisfy himself! No matter how cute and sexy they looked without their clothes on…

Spike lowered himself, joining Ember lying down on the bed’s mattress below. He leaned over and planted a loving peck on the dragoness’s cheek.

No, Ember would remain a free independent woman, and as a ruler of all dragonkind. She could do what she wanted, when she wanted! Spike knew Ember didn’t have to be his personal plaything, and their relationship would be all the more better because of it. This was what Equestria needed, and what made living in the Dragon Lands all the more worth it.

Quietly and wordlessly Spike nuzzled into Ember’s side as the two of them prepared for their most peaceful slumber in years.








Spike yawned early the next morning, rolling over in his bed and hooking one arm around the naked frame of his recent lover. Except… Ember wasn’t in bed with him to be the little spoon.

The soft clicking drew Spike’s attention to the other parts of the chambers. There was Ember, happily humming to herself as she put on her armor. Though, for some reason, it wasn’t the bikini-like piece she wore yesterday, but rather, the full armor set Ember had worn during the Gauntlet of Fire. The set she wore for the sole purpose of it leaving almost everything to the imagination…

“Finally up, huh?” Ember grinned as she fastened the metal into place on her body. Spike let loose a nervous swallow thinking how difficult it would be to get such intricate armor off his recent lover’s body.

“What are you…?” Spike asked before stopping quickly in his tracks. Ember wasn’t Twilight. He had to remember that the Dragon Lord wasn’t a sex slave ordered to greet him and his morning wood with a under-the-blanket blowjob. But… maybe if he asked nicely? “I mean ummmmm… last night was a lot of fun, right?” Spike shot in suddenly. “You think you’re up for another round?”

Ember released a soft laugh, only to stop upon noticing Spike’s expression. “Wait, are you serious?” The dragon didn’t answer but his silence told her ‘yes’. “You know last night was just me dealing with my heat… right? All us dragon girls go through it around this time.” Spike was speechless. “Oh… right. I forgot you might not know that. Growing up with ponies and everything. Just go rut them if you’re getting pent up again.”

“And…. ummm… how often do you go into heat exactly?” Spike asked.

“Ehhhh, every five to six years I hear, give or take,” Ember answered casually, fasting in the last piece of armor Spike was getting the distinct feeling wasn’t going to be coming off anytime soon… “Speaking of which…” Ember said now, grabbing the Bloodstone Sceptre as she approached Spike with a low threatening growl. “If you tell anyone what took place here last night I’ll make sure to order you to rip out your tongue with your own claws. Got it?!”

There was the Ember Spike knew and… loved? He quickly and nervously nodded to the Dragon Lord.

“Good…” Ember smiled. “You’re lucky I don’t punish you anyway for that stunt you pulled in bed. But I guess you can just say you owe me one. Later!” The dragonlord waltzed out, Spike couldn’t even stare at her rear end seeing how concealed it was under the armor.

According to Twilight, the smallest frame of measurable time was a Planck time unit, approximately  5.39 × 10−44 of a second. Well, Spike found himself doubting his decision to live in the Dragon Lords before one of those had even passed.
> Another Lesson to Learn
> --------------------------------------------------------------------------

While Dragon Lord Ember had not been generous enough to accommodate Spike’s more primal needs, she was considerate enough to see to the needs of the ponies she was holding. In the coming days, with her Bloodstone Sceptre, she gave permission for the males of her kingdom to rut and use the mares to their heart’s desires. It was no secret, to anyone really, how dying for cock the mares were, so Ember naturally figured it would be an arrangement that would make both sides happy. Though, if Spike was being totally honest with himself, he suspected Ember merely did it to get the pent-up guys in her kingdom off their back and onto someone else.

‘Of course, the guys here wouldn’t BE so pent up and blue balled if the women here just did what they were supposed to with them…’ Spike thought before quickly shaking his head to clear his twisted thoughts. He was thinking like a changeling again. Bad Spike. Bad.

Spike, the newly labeled consort of the Dragon Lord, was quickly discovering the title was rather meaningless in authority. Either way, he was tasked with overseeing the dragon on pony action. This itself giving Spike plenty of time to study the ways of his people.

The male dragons were, to put it mildly, brutish. They didn’t reflect Spike’s mating habits in the slightest, or a changeling, or even a stallion for that matter. The way they thrust their hips and rutted their partner... it was more feral than anything else. Even though most of them had two dicks, it was more akin to a mindless wild animal one might find in the woods. It was as though even if they were all turned into dogs with a fraction of their current intelligence, they wood look the exact same having sex. Was that why Ember chose him to deal with her heat instead of them? She must have known how bad these guys were because she even made sure to order them not to harm the mares either. Which was good for Coco in particular… that mare was still desperately looking for some dragon to swallow her whole... for some reason. Spike didn’t know why, but he chose not to question a female’s wide array of strange sexual kinks long ago.

“Yeah…. Fuck yeah you dumb pony slut,” An oversized and overweight dragon by the name of Clump groaned as he manhandled Rarity onto her knees and started to mindlessly thrust into her cunt. “Bet you like that, huh?!” It wasn’t the best cock she had in her days, it was actually by far the worst. But as they say, beggars couldn’t be choosers.

“Yeah, mine’s a really whore over here!” Fume boasted proudly as he rammed into Fluttershy’s cunt. “How’s it feel to have a real cock inside your precious little pussy, pony?” No one could see Fluttershy as she rolled her eyes.

Spike kept his eyes glued on Twilight most of the time, but kept an eye on Rainbow Dash, Applejack, and the others as well. He knew the alicorn had a sensitive pussy, and could tell by sight alone when exactly she came. From his count, Twilight was lucky to achieve a single orgasm from a dragon before he blew his quick load. Which dwarfed in comparison to Spike’s performance. Spike himself had gotten off since he claimed Ember, but he didn’t think any of the girls, especially Twilight, wanted to help him with that now. Not after that big fight they just had. It seemed as though Twilight was purposefully avoiding making eye contact with him. Besides, Spike didn’t feel like he wanted to show off his stuff in a cave full of dragons like these… He was getting a sneaking suspicion they didn’t exactly take too kindly to him.

Spike honestly wasn’t liking what he was seeing from his fellow male dragons. Dragons like Backdraft, Charcoal, Clump… they reminded him of Garble in a way. Garble himself was nowhere to be found, surprisingly but thankfully. The mares were letting these outsiders use their bodies, but the brutish dragons still insisted on treating them like garbage. Insulting them with no care in the world if they got off or not. Heck, if Ember hadn’t ordered it, Spike got the feeling some of them would claw, or beat the mares, just for the fun of it! It almost made Spike want to put a stop to the whole thing… But he couldn’t. The only semblance of order in this kingdom came from the Bloodstone Sceptre Ember wielded. He was powerless to get his way without it.

Rather, Spike distracted himself by going over his mental notes from the female dragons of the land. Which was easy enough considering there were none to be seen. If this was pre-changeling Equestria, mares would be trying to sneak subtly peeks at the action, with some maybe even retreating to a private place to masturbate. But here… the female dragon didn’t seem to give a damn about sex. They couldn’t care less how good a decent rutting could make them feel.

Was this really the new addition Chrysalis wanted to add to Equestria? Even if they all migrated willingly and peacefully, it didn’t seem like any of them would fit in too well with the others. Maybe Chrysalis would realize that and leave the Dragon Lands alone...

Just as Spike was pondering the notion, he noticed something happen out of the corner of his eye with one of the mares. A large orange-colored dragon threw Coco over his shoulder and immediately took off!

“H-hey!” Spike yelled after him, but the dragon didn’t stop. All the other dragons simply shrugged and went back to not giving a damn while waiting for their own turn with the fuck meat, as expected. This gave Spike no choice but to take off after him. “Get back here!” Spike yelled as he flapped his wings and took off after the ponynapper.

An aerial maneuvering through the series of tunnels ensured, he managed to stay hot on the mysterious dragon’s tail as they exited the cave system, the dragon seemingly carrying Coco far to the north.

“Damnit!” Spike cursed as he beat his wings harder to catch up. He didn’t even have the faintest clue as to how this dragon was even taking her! Ember had made sure to order them all not to take the girls from the hot springs they were all in… Was he just not listening while Ember said that? Did it even work that way?

Once the orange dragon was far out of the rocky lava terrain, he dropped low into a clearing of trees. Spike lost him for a second as he dove into the forest after him. He landed on the ground, only to see Coco lying there with none other than... “E-Ember?!” Spike exclaimed in shock, seeing the Dragon Lord standing above the nude form of Coco with a rather serious expression. Coco seemed to be presently unconscious, perhaps the other dragon knocked her out while they were flying. “What’s going on here?”

“Hmph,” Ember huffed with crossed arms. “I wanted to try to keep you out of this, Spike, for your own good, but I guess it can’t be helped now…”

“What do you mean, Ember?” Spike asked.

“The changelings are trying to call my bluff,” Ember spat. “Their drones are still advancing on my land. They don’t care about the mares I took hostage. So,” Ember continued, rolling the unconscious Coco Pommel over with her foot until she was lying face up. “I’m going to show those changelings that I mean business!” She pointed the sharp-tipped end of the Bloodstone Sceptre at Coco’s throat. “Let’s see if the changelings get the message when they find this pretty little pony’s corpse!” She drew the sceptre back, ready to thrust forward.

Ember was taken aback as she found Spike crashing into her, sending them both tumbling to the ground. “NO! You can’t do that!” Spike yelled angrily.

“And why not?” Ember asked smugly, seemingly giving no reaction to Spike’s defiance of her. Or the fact he just tackled her to the ground. “I’m the Dragon Lord. I can do whatever I want here.”

“Killing others… it’s wrong- it isn’t the right way!!” Spike huffed.

“Maybe not for ponies. But for us dragons, we’ve killed ponies for centuries!” Ember shot back. “We’re just animals, Spike! Mindless animals that had the misfortune of having intelligence! We’re too dumb to see that joining the changelings would be best choice we could ever make in our unfortunate existences!”

“It huh…? Wait-what?” Spike stammered, as he back up and off Ember.

“Heh heh heh, I do so love toying with you, Spike, “ Ember cooed lovingly now in a completely different voice and tone. With a bright flash of emerald flame, Ember transformed into what was perhaps Spike’s least favorite bug right now. “That’s half the reason I even bother to keep you around,” Chrysalis giggled, naked as ever.

“You!” Spike shot out, realizing he had been tricked.

“For the record, dragon, shouting ‘you’ and pointing at me upon seeing my big reveal ranks up there in the dumbest possible responses from anyone,” Chrysalis said dryly with a roll of her eyes. “Ever. Try to have some class.”

“Why are you even here?” Spike said through gritted teeth.

“Why, I want to see how your mission was going, of course!” Chrysalis beamed. “The citizens of this nation are really quite dense. They are the least likely to spot a changeling in disguise. I feel like I could just shapeshift into a large moving rock and they would still be none the wiser.”

“M-my mission?” Spike gulped, now remembering he wasn’t as safe from the changelings as he thought he would be. “It’s going… fine! Better than fine, in fact,” Spike said with confidence now. “I’ll have you know, I did just sleep with Ember.”

“Oh I’m well aware, I spied around,” Chrysalis said with a devilish wink. “I could feel your love. You were actually doing quite well for a dragon… Remaining in control, dominating her, showing her what it meant to be a woman, claiming her womb with your seed.”

“Yep… yep!” Spike said proudly.

“All until the end that is,” Chrysalis continued, her smile slowly vanishing. “When that dragon slut went to bed without a collar around her neck.”

“Oh… um, that? I guess I forgot about it,” Spike coughed.

“You wouldn’t be, by any chance, planning on betraying me now, would you?” Chrysalis asked plainly.

“W-w-w-why would I do-why would you think I would do something like t-that?”

“Oh, I don’t know, maybe due to some childish reason,” Chrysalis casually commented. “Like that you think I’m secretly going to try to kill you later because you think I hate you or something…” 

“Well, ummm, no. But since you asked. Uhhh, don’t you kind of hate me?” Spike asked now.

The bug queen did something strange now. Something Spike had never expected to happen. Chrysalis laughed. Not a laugh to taunt him, or mock him, but a genuine laugh. 

“Hate you?” Chrysalis giggled. “Of course I don’t hate you! HA! And deep down I think you know that too…”

“B-but you…” Spike gulped as he struggled to remember all the things the queen had done to him during their time living together. Chrysalis was getting to him again. Even though he swore if they ever met again he wouldn’t let that happen… 

“You probably have it all pictured in your head,” Chrysalis went on with a giggle. “Me, the despicable hateful queen is going to cut off both your cocks and cackle heartlessly to the sky while I have Twilight forced to watch. All while she’s brought to the best mind-numbing orgasm of her young life by my top men. The last thing you hear before you bleed out and expire on the floor is her heavenly lustful cry signaling that your mate has found a more capable lover than you and will soon forget you even existed...”


It did actually go something like that… Spike took a visible step back now, wondering if he could outfly the queen. Why was arguing with her so much harder than with Twilight?!

“But no… even if I hated you I wouldn’t even do that to you,” Chrysalis admitted. “I would do something far, far worse…” Spike froze in his place. “Do you want to know what I would do to you, dragon?” Chrysalis said, walking over and leaning in close to whisper. “If I truly hated you… I would let you make your own decisions in your life…”

“Huh?!” Spike stuttered.

“Perhaps you’ll know the feeling one day if you ever choose to be around your own offspring,” Chrysalis said, leaning back now. “I know it well as a mother of thousands. Do you get what I’m saying, dragon? Sometimes an adult has to accept they know better than the younglings and guide them to the right thing to do. But sure, I could leave you alone forever and in peace... let you live out your days in this forsaken dead land. Do you know what’s going to happen? It’ll be sexless and miserable. Why oh why would I want my precious dragon to go through that? So, I’m here now to guide you to make the correct choice that, not only you, but all of dragonkind can benefit from...”

“You like to talk nice, but I still don’t trust you,” Spike spat back. “Twilight might, but not me. You just want to hold all the cards yourself. And once you do, how do I know you aren’t going to do away with everyone you don’t like?”

“So it’s that then,” Chrysalis muttered. “You aren’t as concerned about whether or not I hate you, but you think I’m going to unveil some diabolical plan once the world is finally completely unified by changeling rule? You think I’m evil…”

Spike nodded.

“Childish… that is what you are,” Chrysalis said with demeaning sigh. “I see what you want know now. You want the world to be more black and white. You want to tell yourself that you are on the side of good and that I am not. And you do this with grand schemes of taking Twilight and keep her safely away from the evil queen. All of this in a desperate attempt to convince yourself that you are the bold white knight rescuing the princess in peril from the dungeon where she is kept prisoner. Is that it? Well, listen to me, dragon, and listen well. Rarely is the world ever so simple in that way. Sometimes, to do the right thing, one must do what others see as wrong first.”

Spike wasn’t sure if Chrysalis was trying to corrupt him or give him actual relevant life advice, twisted though it may be.

“Lets not forget without my ‘evil’ invasion you, Spike, would have grown up and died a virgin,” Chrysalis emphasized as she spoke the dreaded word as if the very phrase was considered a curse. “Endlessly led on by the dime-a-dozen mares like Rarity who sought to abuse beta males like yourself. But now, because of me, you have Twilight and Rarity both bouncing on your cocks and submissively serving your every need, like they should. A heaven fit for a King that you could only have dreamed of before. Both high quality mares who would have been far, far, out of your league in any other world! Do you get it now?! You know why I throw you into walls and threaten you, dragon? Because rather than be thankful for the improvements I’ve made, like any normal creature would be, you instead choose to reap all the benefits of my new world all while trying so desperately hard to convince yourself and, more importantly, my favorite mare in the world, that I’m the scum of the earth! So look at me for an example,” Chrysalis continued, placing a hand on her bare chest. “Yes, I’ve killed before. Stallions, a human, griffons, zebras, and far more creatures from the land beyond. To simpletons like you, that would be all you needed to convince yourself that I am evil. Not once bothering to look a little deeper to see that, without my intervention, those ‘criminal victims’ would have gone on to murder, rape, and steal from countless others. Not once willing to open themselves to the possibility that this world can actually be better off without certain individuals. You want things black and white… I hate to break it to you, boy, but sometimes the knight breaking into the dungeon to rescue the princess is the monster. Sometimes, the ones that locked her in there can just see the bigger picture.”

“You’re trying to say I’m evil for taking Twilight and trying to run from you,” Spike muttered. 

“Oh no no no,” Chrysalis swiftly corrected. “I’m saying you’re an idiot for doing that. Completely ignoring the fact that, without your intervention, the conflict between the changelings and the dragons is bound to continue. Lives will be lost on both sides due to your inaction. How long do you think it will be before your dear sweet Ember pulls a stunt on one of the ponies she has like I pretended, but for real?” She asked, gesturing the innocent Coco Pommel. “Will you  be able to sleep soundly at night, knowing you could have stopped this entire conflict?” Chrysalis sighed. “You’re a kind hearted soul, dragon. I don’t think you’re evil at all. And…” she continued, using her magic to produce a tiny inhibitor ring out of thin air. “I don’t believe you truly think I’m evil either.” The queen slowly slid the inhibitor ring into place around her horn and sliding it down to the base, cutting off her magic. Spike quickly recognized it as a gender-locked series, where only a male could remove it. “In case you haven’t noticed, I’m not in Equestria here. I have no access to my formidable love strength. And there certainly isn’t any love in the air from what I’ve seen from the dragons…”

“W-what are you doing?!” Spike asked, all while Chrysalis grabbed his two hands, unclenching and wrapping his hands around her throat.

“If you truly believe I’m evil, and that I’m harboring some secret plan to do away with all you after all of this is done… then kill me. Right here, right now…”

“What?!?” Spike exclaimed. Chrysalis just smiled and relaxed her arms.

“No tricks, dragon. Like usual, none of my men are here to protect me. And without my strength or magic, I would be powerless to stop a strong dragon like yourself with a good strangling the life out of me… Kill me, then go enjoy the rest of your days in peace with your own kind…”

Spike froze in place, not removing his hands from the grasp he had on Chrysalis’s throat, but not clamping down either. ‘This… this HAS to be a trick. T-there’s no way the woman dead set on world domination is going to give me an easy opportunity to kill her and get away with it like this! She’s probably just trying to earn my trust thinking that I’m too soft to do something like this!’

Now it was Spike’s turn to smile. He wasn’t going to strangle her to death, but he was going to make her eat her words by calling her bluff!

With a twitch, Spike’s grip on the queen throat suddenly tightened. “Urk!” Chrysalis gasped in surprise as her airway was suddenly restricted. But… she made no attempt at resisting... Spike frowned after a few seconds of nothing. He squeezed on her even tighter, earning another all too enjoyable gasp to his ears. He held the flailing changeling queen off the ground now, her legs dangling for purchase on the ground. And yet, she didn’t fight back. On top of that, no changeling drones jumped out of the trees to stop him. 

The unthinkable was happening. Did Chrysalis truly trust him? Was she telling the truth about her good intentions?!

“.......Fine!” Spike huffed, as he released the changeling from his strong grasp. Chrysalis dropped to the ground and to her knees as she panickedly struggled for air to fill her lungs once again. “You’re right... I’m-I’m not going to kill you.”

As quickly as she dropped, however, Chrysalis hopped right back onto her feet, staring intently at the dragon before her. “Yeah. Okay. Fine.” Chrysalis muttered quickly. Her hands quickly shooting to Spike’s and dragging them… back around her throat again. “Just keep choking me like that!!”

“What the heck?!” Spike questioned as Chrysalis pushed his fingers inwards, causing the dragon to resume his strangle on the queen. He watched in utter confusion as the now quivering queen reacted. Her legs going limp, her eyes rolling into the back of her head. Those weren’t gasps of pain, they were… “Did you just CUM?!?” Spike exclaimed, seeing a sizable and undeniable river of the changeling’s nectar rolling down her thighs. He dropped the queen from his grasp again, but it was far too late from him. The lust-crazed love look was already in her eyes.

With ferocity Spike had never once seen in Chrysalis before, she jumped onto her knees and hungrily attacked the pants of the dragon.

“C-cock! Cock!!!” She moaned through the drool in her mouth. Her eyes lighting up as Spike’s rock hard shafts bounced free of their confines and greeted her. The queen wasted no time worshipping the dual shafts using her tongue and hands with lustful devotion. Sure, Spike was weirded out, but when she took his top shaft into her mouth it felt like heaven. Usually by this time of day, back in Equestria, Spike had pumped out several different loads. Most of which landed in or on Twilight, but some managing to find itself with the various lucky slaves kept in the Crystal Castle. If there was one thing he missed, it was the sensation of a good woman tending to his cock. And, he never would have admitted it in a thousand years but… Chrysalis was the best at it. But still! She was weird.

“Sweet Celestia… what is wrong with you, woman?” Spike asked.

“Mmmmm, you’re doing it again,” Chrysalis chided, however, in a much more loving, playful tone than before. All while both her hands took over stroking both of Spike’s cocks. “You’re trying to pretend you’re on the right side, but I could say as plain as day just how hard strangling me made you… 

“That’s… that’s just because you were naked this entire time,” Spike stuttered, averting his embarrassed gaze. Believe it or not, there was a period in Spike’s life when he argued with women who didn’t have their tits bouncing in front of his face the entire time.

“And such strength! Such ferocity! No stallion I’ve bedded has come close it!” Chrysalis admired before quickly resuming tending to his cock. From the way she was doing it, it was going extremely difficult for Spike to convince himself that the bug hated him.

The pair said nothing else for a few minutes, the sound of nothing but wet slurping and sucks was all that filled the forest around them. Spike, once again amazed over the fact that a proud changeling queen had no qualms with using her mouth as a personal fleshlight for a lowly dragon like himself. “Are you just trying to seduce me, Chrysalis?” Spike asked as his meat beat the back of her throat, on the verge of exploding.

“No…” Chrysalis suddenly corrected. “But if you get this ring off my horn I could show you that.”

Spike shrugged to himself, but enjoyed the playful side of Chrysalis more than the ranting one so he played along. It was difficult, seeing as her head was constantly moving back and forth on his groin, but Spike managed to grab and lift off the gender-locked inhibitor ring from the queen’s horn. 

In a sudden emerald flash, Chrysalis transformed back into the Dragon Lord… though with a few ‘improvements’. Ember was naked again! Around her neck was none other than a changeling sex slave collar! Her breasts were bigger, of course, and she crawled around on all fours. All improvements changelings were more than happy to make on women.

“Cum on me, master!!” Ember pleaded, jumping onto her knees and positioning her hands as if they were paws. “I’m a good dragon slut who knows my place is below you!”

Spike wouldn’t have been able to call himself a man if he said no to that. He stepped forward, furiously beating his meat as he angled it at the dragoness. Ember pushed her already sizable chest out forward while craning her head back and opening her mouth as wide as it could go.

With another groan, Spike came, both his shaft shooting off and showering the fake Ember in his seed. Ember hummed lovingly, pawing at her own breasts as the thick white streams crashed into her. The size of the load, more than double what a typical Equestrian stallion produced, showered her tits, neck, and face. And to show he had a fair amount of practice doing this, a good amount of it landed in Ember’s open maw, much to her delight. She waited until all of the precious life-giving essence was pumped out and on her body before closing her mouth and swallowing the delicious cum down. It was only the first helping though as the rest of the seed coating her body was magically levitated upwards and into her mouth for a second swallowing, leaving her tits cum free and clean, ready to be groped by a man once more. Ember cooed happily as her warm treat settled into her stomach before dropping back onto her fours and nuzzling into Spike’s legs.

“T-tell me I’m a good girl, master!!!” Ember pleaded as if it were the one phrase she needed spoken to save her life. “Tell me I did a good job at servicing your cocks! That’s my only purpose in this world!”

“You-you did an amazing job, Ember… you’re a great girl...” Spike spilled out before he could remind himself that it was all just Chrysalis.

With another green flash, Ember was gone, transformed back into the bug. “That’s what you could have if you did the right thing. And thank you for that, dragon. I needed a snack to get me back to Equestria.”

Spike shook his head to clear his perverted thoughts as Chrysalis got back onto her feet. “N-no! Just stop! You’re wasting your time here, Chrysalis!” he said with a huff. “And I’m being honest! I’ve seen and studied the dragon girls since I’ve got here and they aren’t like that! They aren’t like you! They aren’t interested in sex at all! The guys are, even though they suck at it. But the girls couldn’t give two flying feathers about what you think they should be doing with their bodies.”

“I’m sure you believe that, dragon,” Chrysalis said plainly, though in a noticeably better mood now. “And for once, I can’t blame you for coming to that conclusion. But… think about it, is that really the case with the females here?”

“W-what do you mean?” Spike asked curiously. He couldn’t lie. Part of him wanted Ember and the others to act like Chrysalis just had there. But it wasn’t seeming realistic. Even by changeling standards.

“Think about the environment they’ve grown up in here. You’ve seen the society dragons live in during your past travels here. As have I.”

Spike thought about it for a moment. “What about it?”

“It centers around one thing: Masculinity. Individuals here are prided on their strength, bravery, ferocity, and dominance. There is no separate culture for the women, rather, they are bundled together with the males and forced to partake in it. A girl like Ember should have never felt the urge to compete for the title of ruler, but she did!”

“Well... you’re not wrong there,” Spike admitted. If there was one thing Ember did pride herself on, it was the fact of how she could physically destroy anyone who challenged her. Which sounded much more masculine than feminine. They were so dead set on trying to be like the boys, they never once thought maybe it wasn’t their place to.

“Even Equestria was able to get this part right without us changelings,” Chrysalis said, disgusted. “Women here haven’t ever been taught to learn what it’s like to be a true woman, rather they just act like something like a man but lesser. Except when…”

“Except when what?” Spike asked, unable to hide the curiosity in his voice now.

“Except when they are in heat,” Chrysalis said with a gleam in her eyes. “You’ve seen it, dragon! For once, their body overpowers the years of corrupted mental conditioning on their minds that’s been telling them to act as men! It’s been a blessing in disguise, despite what they all think is an annoyance to deal with. Without their heat, they would have died out as a species thousands of years ago!”

Spike couldn’t deny it. Thinking back fondly to his one night with Ember, that one brief night, she acted like a true woman. She was trying to fight it, but she acted feminine, submissive, and hungry for cock. All basic things a real woman should be.

“Think about it dragon,” Chrysalis said as she waltzed over to Coco’s still unconscious body. “Their heat is supposed to be their natural state of existence. But, over generations of corruption, it’s been reduced to a small period of time every six years! So… believe it or not, I am trying to help the dragons like Ember. I think you’ll do the right thing in the end…”

“What are you doing with Coco though?” Spike asked.

“I’m taking her back to Equestria,” Chrysalis said plainly, patting the mare on the butt. “The others can stay for now, but this one is going to die if she stays here another day. For reasons that escape me… But keep telling yourself that I’m the evil one here. Hmph.”

With that, the naked changeling queen picked up the equally naked Coco Pommel, buzzing her wings as she took off flying in the direction of Equestria. Spike stumbled backwards until his back hit the trunk of a tree and he slid slowly to the ground. He had a lot to think about…








Spike sat in the Dragon Lord’s chambers, deep in his own thoughts, waiting as the Dragon Lord arrived.

“Oh man, what a day! What a fucking day!” Ember said proudly as she chucked her helmet into a nearby pile of gems.

“Hey, um, Ember,” Spike replied back. “What have you been up to?”

“Spike! You should have seen it!” Ember boosted with a wide grin. “I had the guys play King of the Hoard today and I completely destroyed them!!” The dragoness collapsed backwards in her bed. “Those guys really can’t take a hit. I broke Fizzle’s jaw in two places! And Fume! I think I almost tore off his tail when I swung him around HA! What a bunch of pansies!” She crudely tossed the Bloodstone Sceptre next so it landed near its usual spot next to her bed.

Spike could see Ember was in no mood to be having sex at the moment. And even if she was, he felt like it would almost be like having sex with a guy at this point. Still, he had always had a sneaking suspicion the guys here always let Ember win in these competitions because no one wanted to deal with the fallout of an angry Dragon Lord targeted at them.

“So what about you?” Ember asked, turning her head to face her newest consort. “Do anything interesting today? Getting accustomed to your new life here? Hope it’s starting to feel like home for you.”

“It almost is…” Spike mumbled, staring intently at the Bloodstone Sceptre. “I just need to make a few adjustments first…”








Come night, the cave and its lights had been extinguished. Ember and Spike slept in the same bed, the closest thing Spike had to sex now. Except two things that were different from Spike’s first night here. Ember slept fully clothed and Ember snored. A lot. It made sleep impossible. He wondered how the sound didn’t wake herself up. There was another plus Twilight and the other sex slaves had over Ember. They were magically altered to never do that again. That way a stallion slave owner could have less of a qualm using their many mares as blankets. It was the little things in life like that Spike was slowly realizing he missed.

Still, there was one benefit. Under the cover of snoring, Ember couldn’t possibly have heard the sound of Spike softly sneaking out of the bed and over to the Bloodstone Sceptre. Shooting a nervous glance over to Ember to double check she was still sleeping, Spike took ahold of it with shaking hands.

He could guess what Chrysalis was trying to get him to do. To use this thing and order all of the dragons to Equestria where the women could then be magically conditioned to always be in heat. Or something like that. But Spike wasn’t going to fall for it, seeing as he still didn’t trust her completely. But… that wasn’t to say he couldn’t make his own little personal improvements to his life here...

“Ember…” Spike said quietly but in a firm tone as he pointed the sceptre at the dragoness. “I command you to always be in heat.” The sceptre glowed bright red for a second as if working its magic. Ember stirred slightly in her bed, but thankfully, didn’t awaken from the command.

Spike chuckled to himself as he started to carefully set the sceptre back in the place Ember had thrown it. Only to swiftly bring it back up again. “Oh… and I command you to stop snoring!! Just breathe normally!” Ember’s snoring promptly stopped, and Spike almost cried tears of joy.

His cocks were already twitching with excitement, but Spike suppressed the feeling for now as he softly rejoined Ember in bed. Tomorrow was certainly promising to be interesting...
> Unexpected Changes
> --------------------------------------------------------------------------

Spike awoke from what was perhaps his most peaceful sleep ever feeling a familiar, moist sensation around his groin. The unmistakable feeling of a hot and heavy mouth engulfing one of his cocks. Throwing off the blankets Spike was greeted with the ever so satisfying view of a Dragon Lord caressing and sucking away at his rods. 

“Good morning to you too, Ember,” Spike said with a mischievous smile, one that went all too unnoticed by the dragoness as she focused on his shafts.

“S-sorry… Spike,” Ember groaned in horny frustration, “I-I don’t know what’s wrong with me! I just woke up this morning and felt… hot! Again!”

“Heh, there’s nothing wrong with you,” Spike said, patting the in-season dragoness on the head. ‘Just a whole lot of stuff that’s right about you now. Kitten has to get her cream and all’... “Don’t worry about it. I’m your consort after all. This is my job.” Spike sat up on the bed, spreading his legs to allow her better access to his cocks. The upper one of which Ember eagerly suckled away at, the other she vigorously stroked off with two hands. Shivers of pleasure shot through him, the Dragon Lord moaning in delight as several drops of precum splashed over her tongue and down her throat, bringing a tiny relief to her ever increasing heat. Spike himself was already on edge, suspecting Ember had worked him over for some time while he was still sleeping.

Spike grunted to himself, grasping Ember’s head and holding her firmly to his groin as he came. Ember needed no extra guidance as she took his cock as deep in her throat as she could manage, moaning in delight as the rich creamy dragon seed filled her empty stomach. Using her forked tongue, she quickly teased the underside of Spike’s shaft to coax out every drop of her tasty treat before pulling him out.

“M-more…” Ember moaned, promptly switching to Spike’s other cock, which her hands had been priming, and starting over fresh.

Spike almost wanted to cry tears of joy at the success of his plan. That wonderful, wonderful Bloodstone Scepter had worked its magic exactly like he wanted! He had to admit too, sometimes doing the ‘wrong’ thing played out better. “If you’re still feeling hot, we should probably get you out of that armor you're wearing. That should help cool you down a bit.” Ember could only nod in agreement with his dick in her mouth. Leaning down Spike undid the many straps and fastenings of Ember’s chest plate dragon armor, his smile growing ever wider as each piece clamored to the ground, leaving the dragoness more and more exposed. “Your bra too,” Spike urged now that his partner was thoroughly out of her gear. “Let’s get those girls out!” Ember quickly tore the garment off as if Spike had ordered her to with the Scepter, bringing those two massive bouncing mammaries out to play once again.

Spike was quick to notice Ember’s quick working to do what he said, as good as any trained mare would comply. But why would it be any different? After all, he had what she wanted. A hard pair of throbbing cocks along with a copious amount of dragon cum that needed to get out of Spike’s body and into hers. He was in complete control here! No reason this had to end the same way it had as his first time with her.

With much effort and reluctance, Spike pulled the sucking Ember of his shaft just before he was about to blow his load. The Dragon Lord whimpering the entire way. “You’re still wearing something, Ember,” Spike growled playfully but firmly, staring at the dragoness’s covered legs. “Strip it all off…”

“B-but!” Ember whined, making a move to get her lips around that enticing dragon cock once more, only to be firmly held back by her consort. She wanted to suck him off so bad it hurt!

“Now,” Spike reaffirmed, crossing his arms across his chest. To his slight surprise, Ember responded by using her incredible strength and tearing off the rest of her armor, panties and all, leaving them in a ruined state. Spike licked his lips as the now completely naked Ember settled down before him once more. With any luck, she would stay naked like this for quite some time.

With her entire body exposed to her consort’s prying eyes, Ember promptly lowered her jaw and moved forward to attach herself to Spike’s cock once again. Only to be stopped. Spike grimaced to himself as he held the Dragon Lord at bay. To him, Ember suffered from a problem similar to many other inexperienced mares who began their sex slave training. Entitlement. Untrained women who prided themselves so much on the beauty of their covered bodies that, once they finally exposed themselves to a man, they thought that cocks and sexual pleasure should be presented to them on a silver platter. That was, of course, far from the case.

“Lie down, face up, on the bed,” Spike ordered, thinking that Ember could certainly use some submissive training. The dragoness quickly compiled, her mind so clouded by lust, all it could do was simply tell Ember to follow the commands of the man and hope she was rewarded. “Gooood girl,” Spike smiled as he straddled Ember’s flat stomach.

“Spike… w-what are you going to do…” Ember spoke with an uneasy shaking voice, craning her head upwards to see his two rock hard shafts pointing at her from between her breasts.

“What I wanted to do ever since I’ve first laid my eyes on you,” Spike growled with predatory lust. “Hold your tits together!” Ember nervously compiled, sandwiching her two large mounds together with her upper arms, her breasts just large enough to engulf both of Spike’s members in a happy snug embrace. “Fuck,” Spike growled happily as he started thrusting between the two busty teats. Unlike most of her scaley body, Ember’s jugs were unspeakably soft, making them the perfect pair of cushions for a tit job or all around fondling. Her ass wasn’t half hard either.

Ember watched with wide marveled eyes as Spike’s two cocks thrust back and forth between her breasts. She had never seen this method of getting a male to cum before in the Dragonlands… It was almost demeaning thinking of all the different ways men had found to use their bodies just so they could get off. Yet, even in spite of that, the thought turned her on to no end. Was this how the pony back in Equestria mated? What other sexual secrets could they share with the dragons?

Spike could tell Ember was growing increasingly more into what he was doing. They always did, after all. Ember hugged her two mounds tighter against Spike’s dual shafts, and even started to move them along his length. The dragon rewarded her efforts by reaching down and twerking her hardened nipples, causing a loud moan to escape the Dragon Lord’s lips. 

Throughout her entire life after she had reached maturity, Ember had hated how large her breasts had grown. The other dragon girls around her stopped quickly, but her chest seemed to expand and expand as if it was picking up their slack! And before she had became Dragon Lord, it was almost a point of mockery between her and her female peers. But… who was laughing now?! None of those are girls were equipped to handle a dragon’s duel shafts like this, none of them even came close! Ember grinned thinking how pathetic those other girls were, they could hardly call themselves women with chests like that! They weren’t the ones having guys line up to lust after them. A woman worth anything had tits large enough to please both her man’s eyes and cocks.

It wasn’t everyday Spike caused his partners to have a meaningful epiphany that solidified their sense of self worth as an individual and as a woman, just from fucking their tits, but it was welcome when it happened. To top off the life lesson, Spike threw his head back and grunted, Ember taking that as a cue to close her eyes and open her panting mouth. With a blast, the dragoness’s entire upper body was showered in a sudden burst of Spike’s pearly white seed. The lower of Spike’s shaft was conveniently aimed at Ember’s gaping maw, and most of the frothy cum that fired out landed inside her eager mouth. The upper shaft fired off at the same time, coating the majority of Ember’s forehead, eyes, nose, and cheeks, in a fresh helping of virile dragon seed. Spike grunted and Ember enthusiastically doubled the pace of her swaying tits on his shafts, coaxing out several more strands of her tasty reward. He watched with a satisfied grin as much of the cum coating her face dripped and flowed downwards to her breasts and cleavage. Spike removed his shafts before his own cum could reach them. And like any well-trained slave, Ember needed not to be given any order to see to her treat. She hurriedly started to lick it up, using her long forked tongue to her advantage as it easily scooped up the pearly white substance and delivered it safely to her mouth where it could be promptly swallowed. Even her tits were groped and brought to her mouth so they could be thoroughly cleaned of any traces of Spike.

‘Celestia damn, Ember is one sexy beast! She was new to it, yet her tit job’s almost matched up to Twilight’s! She’s a natural!’ Then a more troubling thought passed through Spike’s head. ‘But… if Ember is this good at sex when she’s in heat… then that means the other female dragons here probably are too! Is Chrysalis right about them!?’ However… Spike’s thoughts were quickly yanked back to Ember, now clean of cum, now speaking a troubling phase.

“More…” Ember growled, her heat sated somewhat from Spike’s cum but already looking to build back up to where it was before.

“Ummmm,” Spike muttered, gazing at Ember’s now predatory glare and seductive pose, using her tail as if to entice Spike in further. He had just offered a dog a treat, but now that she had a taste, she wanted everything he had. He glanced downwards at his cocks, slightly wilting but he should have room for more. He just fired out three loads, and without the changeling sex magic in the air to help refuel him, he wasn’t sure how much longer he could keep his mate satisfied. 

‘Alright, Spike, old buddy, this one on you! You made her stuck in heat now you gotta sate her urges!’ Spike mentally slapped himself to focus as he prepared to the lay of a lifetime.








“FUCKKK!!!!” Ember exclaimed loudly, Spike hugging one of her legs she held at a ninety degree angle tightly to his chest as he rammed his twin lengths into the dragoness for the countless time. Both of their bodies were covered in a thick layer of sweat from the past two hours of nonstop dragon on dragon action. Ember’s tits had been groped and fondled by both parties to the point they were starting to feel sore. Ember had drank more than a solid liter of nothing but Spike’s cum. Her pussy and ass were the same, but to a lesser extent.

Spike had gotten his fill, learning every nook and cranny of his partner’s body, now all he could do was pull out all the stops and hope the pleasure would overload her mind and knock Ember out, allowing him some time to rest. But Ember never seemed to quit. It was something Spike had never seen before. Her sexual ferocity and energy was second only to Chrysalis. Except Chrysalis understood when her partners could fuck her no further…

Spike climaxed again as his entire body tense, the seed flowing out of him and into Ember’s lower holes once more as they both clamped down to milk the cocks intruding inside her body. Ember orgasmed again as the ecstasy of being filled by her consort’s hot seed shot through her body.

Once every drop of cum Spike had to offer was pumped into the nimble dragoness, Spike collapsed backwards onto the bed, panting uncontrollable. Ember, however, carried on with the same amount of energy she had since they started. Her fingers once again shooting to her quivering slit as Spike pulled out, briefly rubbing her clit while her other fingers gathered up a helping of her own juices and Spike’s cum. She quickly brought the digits to her mouth and licked them clean, only to repeat the process again. All while her free hand madly played with her own tits and nipples.

“I need more, Spike! My heat still isn’t going away!” Ember panted, soon after noticing the well in her holes, at least what her fingers could reach, had run out of cum. Spike’s loads had grown substantially smaller with each of his orgasms, and yet her heat remained just as unbearable as it had been when they started. That was a problem.

“I-I can’t!” Spike wheezed as his sore dual shafts finally whilted completely. “I’m all out! Why don’t we just take a quick breather...”

“N-no!” Ember exclaimed in a panic. “You need to cum in me more!” Ember panic and dismay soon morphed into anger and rage, baring her teeth at the sight of Spike’s dry members. He was seriously out of the game? Already? The lust was still clouding her mind, but she knew this was her fault. She had chosen Spike as her consort. If there was anything she had learned today it was that she was a true woman, but apparently Spike wasn’t enough of man to handle her. She remembered a certain dragon had warned her about that… Ponies had made Spike soft! All he knew was how to fuck weak wimpy mares who came just from having a cock put inside them! Not fully-blooded dragonesses of worth like herself! No…. she needed a real dragon. One that could actually satisfy her lusts with an even better pair of cocks.

It would be easy for her after all! She was Dragon Lord! She could order her subjects to do anything she wanted. But she probably wouldn’t even need to order them around if it involved mating with her. It was time for an upgrade.

Ember quickly jumped off the bed, picking up the Bloodstone Scepter in her hand. She couldn’t order herself to stop being in heat, the scepter didn’t work on the one giving the orders, else she would have simply done that to begin with long ago. But at this point in her lust, Ember didn’t want to end her heat! She had never felt this alive in her life!

But… who was that smart certain dragon that warned her about picking Spike? Ember grinned as the name came to her. “Garble! Come to my chambers! This instant!!” Ember ordered to the air as the Bloodstone Scepter glowed crimson with the command.

“W-w-what?” Spike stuttered, his eyes going wide. “Ember, don’t!” Spike tried to order, but his words fell on deaf ears. Even after all of her submissive training, Spike knew his commands meant nothing without his cocks in play.

It took less than a minute of Ember’s impatient waiting for Garble to finally fly inside Ember’s bedroom. His wide eyes instantly shooting to the dragoness’s naked annoyed pose. Her top heavy form bared in full view of him.

“Heh… hey there,” Garble smirked as he licked his lips enticingly. It took him only a moment to burn the much sought after image of their leader’s uncovered form into his memory. Soon after he noticed none other than Spike laying on the bed, cocks completely unerect, defeated as a male. Exactly how he had pictured it playing out between the two of them in his head. It wasn’t hard, even for a dragon like Garble, to piece together the pieces of why he was here. “So… you finally ready to let a real dragon take you for a ride?!” 

“Pants off,” Ember ordered, answering Garble’s question yet wasting no time on small chat. Garble happily compiled, the scepture’s magic going unneeded. His pants slowly came down as Ember waited with baited breath. For all her strength and might, the Dragon Lord grew weak in the knees as her new partner’s twin shafts popped out into the open. Her mouth was already watering as she shuffled over to properly greet them. “So thick… so long!” Ember moaned lustfully, her pussy already quivering in anticipation. They looked so full of cum! Cum that belonged to nodragon but her!

“So much bigger than Spike’s, you mean,” Garble grinned snuggly, staring down the other male dragon’s flaccid members in a mixture of pity and disgust.

“Ember, you c-can’t!” Spike exclaimed in a panic. Now realizing what was truly going down! Ember was still stuck in heat and had no idea why! Garble wouldn’t be able to fix that! If he could just get ahold of the Bloodstone Scepter again, he could fix his mistake!

“Spike, out! And stay out!” Ember ordered absentmindedly, as if the words were barely worth her time speaking them. “Your services are no longer required. Garble, you will be my new consort from now on.”

“With pleasure…” Garble spoke, scooping up the relatively small dragoness over his shoulder and making their way towards the bed. All while Spike’s tired body moved on its own towards the exit.

“Don’t worry, Spike!” Garble taunted after him as he carried his prize. “I’ll take real good care of our little Dragon Lord for you! Heh heh.” He plopped the giggling dragon down onto the bed before roughly yanking her legs apart to reveal his prize. “She just needs to experience what a real dragon can do for once…”








A fretting Spike stood as close to Ember’s chambers as allowed by all the other dragons. Not nearly close enough to peer inside, but enough to hear everything.

Ember was moaning loudly, like the bitch in heat Garble was likely treating her as. He could tell as her moans tapered off when Ember climaxed. Her holes being undoubtedly filled with Garble’s disgusting seed. He could only pray to Celestia or whatever deity the dragons had, that his own seed found its way to Ember’s eggs already before Garble’s had a chance to.

Spike couldn’t help but endlessly run his hands through the spines on his heads in constant stress. Every moan from Ember’s mouth was like torture to his ears, yet he endured to listen to all of it. Sure, Garble and the other dragons probably weren’t as good as him when it came to sex, but from the state Ember was in, she didn’t seem to care! She just wanted a man with endless stamina! Something he figured dragons who grew up here would likely have.

“This is all my fault! It’s all my fault!” Spike exclaimed to no one in particular, banging his head against the cavern walls. He liked Ember, a lot. But Ember’s moans with another man, especially one as bad as Garble, made his heart ache. But he forced himself to listen through all of them, just because he knew he deserved to suffer. But even through his distress, he tried to figure out a possible solution. “H-how can I fix this? The changelings!? No… Chrysalis would probably just make everything worse and enslave everyone! W-what about Twilight and the other mares? Still no… S-she probably hates me, and my guts right now! Uggggg!” he screamed in frustration. He was really deep in the hole this time. His plans for living a better life away from Equestria was quickly falling apart at the seams. The only bright side being things couldn’t get worse from here.








“Yeah!!” Yeah, you like that huh? Don’t you, dumb slut?” Garble grinned triumphantly as he ruthlessly plowed himself into Ember’s tight pussy and ass. The Dragon Lord was on her hands and knees, meeting each of her partner’s thrusts with horny glee. “You’re just a dumb whore pretending to be in charge?! Aren’t you?”

“Y-yesss….” Ember moaned as her tongue lolled from her mouth. His technique may have been off, but Garble was spreading her open wider and deeper than Spike could ever reach! The fact Garble was treating her like dirt was only icing on the cake. Spike had far too much respect for women, she needed to be treated like the horny bitch in heat she was! “P-put me in my place you fucking stud!” In truth, she didn’t even know the words she was saying. Her mind had relinquished control of her speech and given it entirely to her body. Anything that helped bring more cock her way!

Garble grinned at his continuing luck, bringing his open palm down and spanking the naughty Dragon Lord’s rear end with all his might. This bringing a feminine animalistic squeal to his, and likely, Spike’s ears, as her holes tightened even more against his lengths in response.

“Such a dumb little whore, trying to pretend you’re smarter than us just because you don’t have any muscles,” Garble continued as he evened out his pace, looking for the right spot as he rammed himself inside her. “Deep down you’re no different from the pony whores we stole! Stupid bitch!!”

“Yeeessshh!!” Ember agreed again with a hearty moan in a cock induced trace. “I’m a stupid b-bitch… ahhhhh…. w-who's in heat like ponies!”

“Your dad was right!” Garble snarled, grabbing and yanking Ember’s tail as hard as he could. “Women have no place holding the Scepter! The Dragon Lord should only ever be a man. And it would have been me if you hadn’t cheated during the Gauntlet of Fire. But what should I except from a retarded and entitled dragon like you?! Huh?”

“You-you’re right!” Ember moaned as Garble’s shaft brushed up against the inside of her womb, her words spurring on the male dragon ramming her even further. “You should have been Dragon Lord! N-n-not a weak willed bitch like me!!” She was so close to her orgasm… so very close.

“Then give me the Bloodstone Scepter,” Garble growled as his thrusts into the dragoness suddenly slowed. He eyed the scepter laying besides them on the bed, inches from his grasp. He couldn’t touch it himself, seeing as Ember had previously ordered them all not to, but that didn’t mean the Dragon Lord couldn’t willingly relinquish the scepter over to him!

Even through the thick cloud of lust fogging her mind, something in Ember managed to spring up a red flag. A flag that was quickly cast from her mind due to a particularly hard thrust by her mate. He was keeping her on edge!

“My first order of business,” Garble continued, “would be making sure all you dumb dragon sluts are stripped of your rights. I’m so fucking sick of lame ass pony pussy just because you girls are such prudes! With my order, all of you are going to become breeding stock!”

Another series of red flags was ignored as the working portion of Ember’s mind imagined all the young girls like her being used in such a way. The once proud dragonesses being reduced to a male’s cocksock! A sight she desperately wanted to be made a reality! Her hand slowly began to reach for the Bloodstone Scepter…

“Don’t worry about yourself either,” Garble snarled as he went on. “I’ll make sure you’re at the forefront of my entire rule, consort! Imagine staring into the eyes of all those girls, knowing it’s all because of you that they’re animals! Weak willed women like you’ve always been!”

Ember had a hold of the scepter now, still trying to process her thoughts despite Garble’s two cocks making it impossible to do so! She just wanted to cum!

“And lastly, I’ll order you to cum harder than you ever have in your life with the scepter,” Garble grinned as he sweetened the deal. “Not something a Dragon Lord can do to herself, but it will be something I can do to you. Everyday, for the rest of your miserable life.”

“Here!!!” Ember gasped. “Take the scepter!! Make me cummmmm!!!”That was all that was needed to bring an abrupt end to Ember’s rule. The first female Dragon Lord, defeated in the exact same manner everyone had expected. The Bloodstone Scepter dropped into Garble’s grasp, the cocky dragon grinning madly now as the power flowed through him. The now recently dethroned Dragon Lord was still bucking her hips at him in heat, as she desperately sought the wish he promised her to be granted. “C-c-cummm!”

“Nah, lights out for you, slut,” Garble said as his first command. A glow of the scepter was all it took to put the once restless and horny dragon to sleep. Her arms giving way as she dropped in a sudden snooze. “Heh, finally! Thought she would never shut up.” Garble groaned as he resumed thrusting in earnest. “Here you go, dumb bitch. It’s more than you deserve!” He hilted both his lengths inside Ember as he groaned and released his seed into her moist depths. The most satisfying orgasm of his life… for now.

“Not so tough now, are you!?” Garble taunted with a laugh as he pulled out jumped off the bed. He strolled over to Ember’s head, cruely prying open her jaw and ramming one of his cocks into her throat to clean before switching to the other. “Damn, I’ve been waiting forever to do that to you. And it would have been so much better like I had planned. Throwing you down and fucking you right into submission front of your annoying piss ass father while I ordered him to watch. Now I gotta work extra hard to make up for all this wasted time!” Garble exclaimed as he spat on Ember’s face.

“Well, whatever. I’m used to it.” Garble shrugged as he wiped his lips. Growing up in the Dragon Lands, Garble had learned reality was often disappointing. At least, it was. Now… reality could be whatever he wanted. The new Dragon Lord pick up the Bloodstone Scepter, which glowed crimson as it released a hum of power. 

“Ohhhhhh Spike!~” Garble sang as he waved the scepter. “Would you come in to my chambers for a moment please?”
> Climax
> --------------------------------------------------------------------------

‘Idiot! I’m such an idiot!!! I just HAD to think about getting off like it was so necessary. I’ve lived for years before without having sex! I mean, technically I was a virgin and didn’t know what I was missing out on... But still! I could have learned to do that again! Now my relationship with EVERYONE is at risk because of me and that dumb stunt I pulled! Garble is… wait… what is Garble doing?’

From what Spike could hear, the noises coming from Ember’s chambers had ceased for quite some time now. And if Spike had learned anything today, it was that Ember was one vocal babe when it came to sex. It was unlikely Garble would be taking a break from plowing her after such a short amount of time, and it seemed Ember herself could probably go an entire week on nothing but her own sexual energy. So, why were they both so quiet all of a sudden?

Suddenly, Spike felt his body moving on its own, again. It was obvious the Scepter was being used on him. Was it Ember?! Was Garble that bad she came to her senses and wanted him back? Or… did she just want to have a threeway with them both? Now that would be something Spike was totally not interested in. Especially given the fact that his cocks weren’t fully recharged yet.

As Spike stepped back into the chambers, what he saw took him in an entirely new direction. Ember lay face down on the bed, out like a light, posterior in the air, with two separate white trails of Garble’s disgusting cum flowing out of her abused and reddened holes. Did Garble seriously manage to knock Ember out through seer sexual pleasure?! Was he really more of a man than he was?

The thought, however, did not linger long in Spike’s mind as a right hook came out of nowhere, Garble’s fist slamming into the side of his face. Spike felt something break as the impact of the punch sent him hurling sideways into the solid rock wall of the cavern.

“Oh no, no, no, no…” Garble grinned, pointing the glowing scepter at the dragon trying to get back onto his feet. “You are going to stay there and take THIS!” He yelled angrily before delivering a powerful kick to Spike’s ribs. “I’ve been waiting to do this for a long time, you son of a bitch!” Spike clenched at his sides as an unbearable amount pain shot through him. He collapsed onto his other side as he coughed out blood. That didn’t bring a pause to Garble’s assault, however, seeming as though the new Dragon Lord had years of repressed anger to let out. Garble stomped and stomped at the downed dragon, any part of his body that Spike didn’t try to feebly shield was met with a downward heel.

“HA! Just like I thought,” Garble chuckled to himself as he admired his handiwork. One broken and bruised dragon. “Ponies made you soft. You really can’t take a hit!” He slammed his foot down on Spike’s nose for good measure, breaking it in the process. “Oh man, that feels so much better! Sex and wailing on weaklings! Doesn’t get any better in life than that!” Spike said nothing in response given the endless amount of pain coursing through him. Talking would likely just make this worse, anyway. “Awwwww, what’s the matter, Spikey Wikey?” Garble cruelly taunted, staring at the defeated dragon who couldn’t even make eye contact with him. “You mad at me? Huh? Huh!?”

“No….” Spike muttered through the pain. “I… I deserve this…”

“Fuck yeah you do,” Garble said.

In a sick cruel way, Spike meant what he had said. He clenched his eyes shut as the tears started to come. Though, not from the pain. “I did this to Ember… This is all my fault…”

“Really now?” Garble replied with a raised brow, actually honestly curious now. “Alright, let’s hear it. Ember! Wake up!” Garble ordered, causing the sleeping dragoness to bolt upright in the bed as she suddenly regained consciousness.

“Huh? What?! Wha-happened?” Ember muttered groggily, rubbing her head sorely. She still felt incredibly horny and on fire, but she managed to suppress her lust for now to get her bearings. She quickly noticed Garble lording above a beaten Spike... And Garble was holding… oh gods. How?! When!? This was bad. Very, very bad.

“Get over here, Ember,” Garble ordered smugly with the scepter, “I think Spike has something he wants to say.” Ember hopped off the bed, still slightly uneased with her own nudity, and even more uneased by Garble holding her scepter. Whatever Spike had to say was the least of her concerns right now. “Go on, Spike, tell Ember exactly why this is all your fault.”

Spike tried to resist, but the words came flowing out like a burst dam regardless. “I-I-I...I’m the reason your in heat again, Ember… I used the Bloodstone Scepter in the middle of the night while you were sleeping and commanded that you always be in heat.”

“SPIKE!” Ember exclaimed in shock, “w-why would you do that?! It was Ember’s turn for sadness now. Her closest friend, the dragon she valued most, betrayed her! And for what? Just to get her in bed some more? “I trusted you… You were my consort!”

“Ha ha ha ha! Oh man!” Garble laughed out loud. “Seriously, Spike? Props to you!” The crimson dragon wiped a tear from his own eye as the chuckles passed him. “That explains why Ember was so horny for me! Didn’t think you had it in you to pull something like that. Huh, maybe you aren’t so different from us normal dragons after all.” Ember clutched her arms to her chest, as she shot her ashamed gaze to the floor.

“No, Ember!” Spike pleaded, “it’s not like that! I-I care about you! Really! I do! It’s just that-”

“Oh? You care about her? Well, fine, you can have her! I’m done with her anyway,” Garble shot in, roughly shoving the ex Dragon Lord onto the rocky ground atop Spike, bringing a new round of pain coursing through the young drake’s fresh injuries as the body hit him. “Guess I owe you in a way for helping me become Dragon Lord. Besides, the dumb cunt is probably probably already knocked up by me. Have fun raising my kid and all. And you know she only wanted you cause she knew she couldn’t handle any dragon that actually knows how to use the things between their legs? You see, Spike, that is where anything similar between you and me ends. Like your dicks, you were thinking too small!” Garble grinned, running his fingers alongside the sharp edge of the bloodstone gem. “It’s the fucking Bloodstone Scepter!” He held it above his head as the gem glowed with crimson power once more. Garble grinning wildly as he barked his royal command. “I want a dozen ripe young dragon babes lined up in my Royal Chambers. Now!” 

Spike and Ember both watched in horror from the side as, one by one, a female dragon flew into the cave and stood in a shoulder to shoulder line. All young scaley girls of various colors and sizes. Spike recognized a few of them from his previous trips here, but one quickly caught his eye. It was Smolder! The young dragoness who had been pulled out of Twilight’s school to avoid the changeling invasion! Smolder, along with the others hadn’t heard Garble’s word choice he used for the order, all they knew was that the scepter summoned them. And that scepter was being wielded by Garble… and Dragon Lord Ember was currently butt naked… and laying over her beaten consort.

“Oh shit…” said Maar out loud as she pieced the clues together. “This is one of the bad types of summoning, isn’t it?”

Garble didn’t hear her though, too busy drooling at the sight of the twelve beauties he now held captive, just for him! All of them waiting for a pair of cocks… his cocks, to be plunged inside them! It was certainly good to be Dragon Lord! Now he had to make up for all the lost time since the Gauntlet of Fire.

“All women are now officially in heat,” Garble grinned, bringing a sudden sense of dread flowing through all of them as their worst fears were confirmed. “And you’re going to stay in heat until I tell you to stop!” He had to give Spike credit again, this was a good idea. He didn’t want to be fucking a dry cavern after all. “None of you are allowed to leave either! So you might as well get cozy!”

“B-but I’m not even old enough for that yet!” Smolder protested, but the scepter and her body didn’t give a damn about that fact as a powerful surge of arousal washed over her like a crashing wave. Suddenly, that dumb Garble guy didn’t look half bad… Elsewhere throughout the volcano and beyond, dragoness from dragoness were startled to find their bodies suddenly overcome with lust and desire.

In the Dragon Lands, a female was considered ‘legal’ the moment she experienced her first heat. Though, it’s worth noting, at that point their age, on average, was substantially past Equestrian legal age. Something the newly crowned Dragon Lord was already thinking of adjusting to something more of his liking.

“Mmmm, yeah,” Garble moaned as the row of dragon girls began to uncomfortably squirm in place as their bodies primed themselves for a hopefully session of mating. “Let’s get those pesky outfits off next. One at a time, girls! Put on a show for me…”

Ember couldn’t watch any longer. She was supposed to be the ruler of these girls! They depended on her to protect them! But now they were all just going to be molested and fucked by the official worst dragon of all time. “Spike…” she muttered softly, crawling to her companion’s side. A small part of her didn’t care he betrayed her, another part of her just wanted to understand why, the biggest part of her just wanted someone to hold her. She was sad and horny, a combination she loathed to no fucking end!

“I-I’m sorry, Ember,” Spike groaned, biting his lip to suppress his injuries enough to wrap an arm around the dragoness’s backside.

“W-why? Why did you do it? I thought you were happy living here…” she asked. “You told me you wanted to stay.”

“It was my mistake…” Spike wheezed, “I guess… I guess I just grew more accustomed to a certain lifestyle in Equestria I wasn’t ready to give up. I wanted to have the same thing her, but with you… I thought we would both be happier for it...”

Ember blushed as she realized what Spike meant. It might have just been her heat thinking for her, but the idea of letting Spike play around with her from time to time wasn’t that outlandish. “I guess,” she started, “I should have expected that… knowing the place you came from. I should have been more accommodating to your needs, rather than ignoring them. And… I suppose I let myself go a bit to crazy with my heat and all. I promise I’ll try to control my urges next time.” She bit her tongue after making that promise… knowing that deep down Garble likely wasn’t intending for Spike to be alive for much longer during his reign. 

“Yeah…. take it all off,” Garble commented from the side, completely ignoring the two of them, as another article of a dragoness’s clothing hit the ground. “Heh… better get used to being naked. Do a little spin for me to! That’s it. Looking real nice. Ewww, not you though. Seriously, if I was born a woman with tits that small, I would just kill myself.”

“W-well… any idea how we could stop him?” Spike wheezed quietly, watching as Garble cruelly breathed a stream of fire onto the disrobed outfits, reducing them to a heap of ashes before a dozen pair of tearful dragoness’s eyes. “I’ll be damned if I let some scumbag like Garble rape all those girls and get away with this...”

“There’s…. there’s nothing we can do,” Ember sighed loudly. “We’re powerless against the Bloodstone Scepter. The moment we look at Garble the wrong way, he can just order us to stop breathing. And, knowing him, that’ll probably be the most merciful ending he could give us… or more likely, you...”

A fresh shiver of fear shook up Spike’s spine as he came to terms with the gravity of just how much danger he was exactly in. And not just him, but his mare friends kidnapped from Equestria too! Without Ember’s protection they were fresh meat to the first dragon’s belly who so desired them. The only thing keeping them safe now… was Garble being in a good mood. Which, unfortunately for the girls in the cavern, he was currently in.

Squeeze squeeze squeeze squeeze squeeze squeeze squeeze squeeze

Garble went down the line, groping each of the exposed dragoness’s tits like he was shopping for the perfect set. All of them reluctantly pressing their chests out forward to meet his greedy hands.

“Mmmmm… you, you, and you,” Garble said, pointing to three of the dozen girls. “What are your names? Actually, on second thought, I don’t care. You’re all up. Get on your knees below me. The rest of you girls watch and enjoy it! You’ll all be getting your own turn soon enough...”

Mina, Maar, and Scales all exchanged nervous glances with each other as they stepped forward. The scepter was only half controlling them, their heat was responsible for the other half, demanding that they submit to a cock. No matter how abusive or demeaning.

Their knees soon found themselves meeting the rock floor before Garble. Maar and Mina both took position to the side of his cock tenderly lapping at the balls of their new ruler while Scales found herself tasked with taking as much of his length down her throat as she could.

“Heheheh,” Garble chuckled as he turned his head to face Spike. “This could have been you, Spike! You had the Scepter in your hands but you were too soft from your pony friends to actually do it! Way to half-ass it!”

Spike lowered his head in shame. He wanted to say he was better than Garble, that he would never take an unwilling dragoness as his partner by using the scepter. But… that was basically what he did with Ember.

Needless to say, none of them had done something like this ever before. Half of Garble’s cock was still exposed to the air, and the two on his sack just licked the same spot. Garble threw his head back as he tried to enjoy the sensation of three different forked tongues tending to him. But… he felt something was off.

“Uggg, you bitches are horrible at this!! Haven’t you ever sucked cock before in your life?! One of the few things you all are supposed to be good at...” Garble groaned in annoyance. The three of them look up at him and shook their heads without pausing from their task. “Great… just more things I’m going to have to fix that were dumped on me. Of course a female Dragon Lord wouldn’t have a sense of priorities.” Garble tapped his foot as he thought, not that his blowjob crew was distracting. At their rate it would take him half an hour to actually cum on their faces and tits. Though, Garble quickly remembered why he was so accustomed to a higher quality of blowjobs. It was the mares from Equestria! He had taken them for a ride more than any dragon! They had set the bar high for him! They may have just been useless pony sluts, but that was just what he needed! Someone to teach these dumb bimbos how to properly suck cock!

Garble gripped the scepter tighter, remembering the mares weren’t dragons and couldn’t be ordered around as easily. The Bloodstone Scepter only affected dragons after all. Still, it was easy enough to get around that problem seeing that every dragon in the Dragonlands was his personal servant now, not just the females. And that was whether they liked it or not.

The order was given. Thankfully, the Dragon Lord’s royal chambers were rather spacious, so there was plenty of room for the crowd that came next. One by one they filed in, male dragons carrying Twilight and the other slave mares that were present in the hotsprings on their shoulders. The six Elements of Harmony, and three Cutie Mark Crusaders in total. All of the newcomers finding themselves in the same shock and surprise the others felt when setting their eyes upon the scene. What was once Dragon Lord Ember, now nude, used, and dethroned as their ruler. It wasn’t much of a surprise to Spike to see many sneer in approval at the sudden change in leadership.

“So you finally did it, eh Garble?” Backdraft chuckled, unceremoniously plopping Fluttershy onto the ground, who landed directly on her ass. Thankfully, it’s plumpness prevented the mare from feeling any real pain. “Thought you were just boasting out of your ass all this time!”

“S-s-spike...?!” Twilight cried in sudden dismay, seeing her beaten master lying still against the rock wall. She tried to rush over to his side, only to be roughly stopped by a dragon holding her by the hair.

“Fucking finally!” Charcoal exclaimed, licking his own lips as he took in the heavenly sight of the once prudish dragonesses now stripped of their clothing and presenting themselves. None of them, other than Spike and the mares, had ever seen so many walking pairs of tits in the same place before! “I see you’ve started the fun early without us…”

“What should we do, Twilight?” Applejack whispered to the alicorn as the attention in the room slowly drifted from them. “This here is shaping up to be pretty ugly… You think we could handle these boys in a fight? That there scepter has no power on us...”

“We can’t,” Twilight quickly shook her head as she analyzed the situation. “Spike is a hostage. All of the girls are hostages as long as they have control of the scepter!”

“Well we got to think of something!” Rainbow Dash whispered. “If it controls all dragons no one but us can do anything to stop him!”

“I know! I know!” Twilight exclaimed, covering her faces with her hands. “I’ll think of something!”

“Maybe we could… just do whatever he says?” Fluttershy added timidly with a blush. “Maybe he’ll feel generous and let everyone go…”

“I-I’m scared,” Sweetie Belle whimpered as she tried to make herself small next to her friends.

“Spikey Wikey…” Rarity spoke tearfully before glaring angrily at the other dragons. “Those brutes will pay for what they did to him!” 

Over to their side, another conversation was taking place. “Hello there, son,” Sludge shot to Spike. Hurling back and spitting on the downed dragon.

“Hello, fake Dad,” Spike replied back, glaring back up at the obese dragon. Sludge chuckled to himself before drawing back his foot, preparing to drive yet another blow on the already bruised dragon. Twilight had to cringe and look away. That was, before Ember jumped between the two of them, baring her fangs as she growled defensively.

“Touch him and you’ll be dealing with me,” Ember threatened.

“Whoa, whoa, whoa. Kitty likes pretending she’s still got claws!” Sludge said with a mocking laugh, but still backing off. “Funny you still like to act tough with your ridiculous sized tits out. Whatever. I’ll deal with the two of you later after I’ve had my overdue fun with the tramps.”

“Dibs on this one!” Fume exclaimed walking over to Smolder, eyeing the young dragoness up and down thoroughly with his perverted eyes. Overjoyed to no end that he no longer had to undress any of them with his eyes anymore. He ran his coarse hands up her arms from behind, elicting a shiver of disguist from the dragoness.

“Hands off!” Garble suddenly exclaimed with a glow of the scepter. The other dragons quickly backed away. “They’re mine!”

“H-hey! What gives!?” Clump exclaimed angrily. “You promised us fresh meat for helping set this all up!”

“Screw you guys, I’m getting first dibs on them all!” Garble growled, appearing even larger and more threatening now… The collection of mare slaves gasped as they all glanced to the captive dragonesses caught in the middle of all this. Given their age, and their culture, even they knew it as highly likely none of these girls had been with a man before. Quite possibly the main reason Garble selfishly wanted them all to himself.  “The rest of you can piss off! Go find that pony who wanted to be eaten and swallow her whole. I don’t care. Just get out of here.”

The mumbles and grumbles were aplenty as the grudging male dragons vacated the chambers. All of them shooting dirty looks at their new Lord. 

“There we go…” Garble grinned, rubbing his hands together gleefully now that they were all finally alone. “All of you to myself now. All mine…” His two cocks, standing painfully erect both gave a small twitch in excitement. “Let’s get started then. Why don’t you pony cunts get over here and show these dragon cunts how to properly worship a dick?”

“Y’all can say that again…” Applejack muttered under her breath. “I see two cocks and one giant dick.”

The Elements of Harmony gave as passing look to the naked and scared dragonesses. All of them horny, yet innocent all the same. Fearing for their safety and wellbeing. Garble’s true target for his cocks. No words had to be exchanged between them. They knew what they had to do.

“I’m sure I don’t have to tell you this but if you girls don’t give me your best, Spike over there is going to go bye bye,” Garble chuckled cruelly as he waved with his hand in a mock cute gesture, knowing that the soft ponies Spike had made friends with would surely obey his every order now. He would find some other time later to secretly and painfully off Spike without them knowing.

Besides his threat, something seemed off with the Dragon Lord’s voice... It took Twilight only a moment to recall a similar case involving Spike many years ago. A small twinkle flashed in her eyes as it dawned on her. She had a plan! She and the other girls would just have to play along. “Why of course, Master Garble,” Twilight said with a convincing yet forced smile. “We wouldn’t dare dream of displeasing a superior to us mares. Girls, take up the birthday formation!” 

Applejack and Rainbow Dash exchanged glances before both realizing the alicorn must have a plan. Nodding, they gently pushed back the dragon until he fell back onto the bed. Garble gave his shit eating grin as he rolled with it. His two massive shafts pointing upwards at the ceiling, waiting to be serviced by the lesser gender.

“Pay close attention, girls,” Rarity whispered to the Cutie Mark Crusaders. Applebloom and the others tossed her a quizzical look. “This one is going to be quite an... advanced move compared to what you fillies are all learning in school.” The fashionista shot them a sly wink before scampering up to her friends.

Applejack and Pinkie Pie flanked the lower cock on both sides while Rainbow Dash and Fluttershy covered both sides of the upper shaft. Both teams of experienced mare sex slaves wasting no time whipping out their tongues, lathering up all sides of his pulsing cocks. From top to bottom, no space on his cocks was left unlapped. Their hands not idle as they tenderly fondled the dragon’s balls, or themselves if free. Garble already moaning his approval at the service fit for the king he was. As the four of them worked, Twilight took position seating her rump on Garble’s chest, while Rarity took position at the foot of the bed directly opposite of her. The two mares nodded to each other before leaning over in perfect synchrony, opening their mouths wide as they took the tip of Garble’s shaft down their warm throats. Down and down they went, taking more and more of Garble’s throbbing shafts past their lips. Two of Equestria’s best certified cocksuckers not even flinching as they effortlessly suppressed their gag reflexes. The other four elements wordlessly withdrew, giving the alicorn and unicorn room to swallow the shaft all the way to the base in an impressive deep throat.

All eyes in the room were open wide. No dragon able to comprehend the completely lewdity of the action before them.

“F-fuck it!” Smolder crushed, dropping her butt to the ground, spreading her legs, and letting her fingers go down on her folds as she watched the scene unfold. At the start of all this with the changelings, she couldn’t believe the absolute sluts her teacher and headmistress had been turned into. But seeing them now like this with her heat… all she could feel towards them was an even greater amount of respect and admiration than before.

Smolder was just the first domino to fall, as other dragonesses began to openly masturbate as they watched. Others had been using their own tail to play with their wet folds. Subconsciously, not even aware they were doing it for a time. The air in the room was growing hot and humid with the ever increasing musk of sex.

Even Ember had to breathe an astonished, “wow…” despite the situation they were in. Spike too, despite his injuries, noticed his own two cocks were slowly springing back to life.

Twilight and Rarity both held their noses to Garble’s groin as the mares that flanked them on both sides planted a tender kiss on their cheeks. The earth pony team reaching under Rarity to tenderly massage her sopping folds, while the pegasus team did the same to Twilight. The resulting moans from the two cocksuckers sending heavenly shockwaves of pleasure vibrating through Garble’s deep throated shafts.

After a short pause, Twilight and Rarity both began their trip back up, leaving all but the pointed-tip and sensitive cockheads inside their mouth which their skilled tongues playfully lapped away at. They happily collected and swallowed any precum they were rewarded from their recent efforts. The other four elements below jumped back in on the now slick lower portion of the shafts, massaging them once more with vigor, knowing Spike’s life depended on it. No words had to be spoken for Rarity and Twilight to head down for another round of deep throating, the other four withdrawing and repeating the same actions as before.

“FUUUCCCCKKKK!!” Garble groaned happily as he laid back and enjoyed what was easily the most pleasuring sensation in his entire life. A steady stream of smoke was escaping his nostrils. “This is perfect! You pony cunts are going to do this everyday for me from now on!!”

“Why of course, Master Garble,” Twilight beamed, popping the Dragon Lord’s cock out of mouth and turning to face him with a cheerful smile. “After all, we belong to you. All of us girls do. Even all the dragonesses who live here. We’re just your property now…”

“That’s right, bitch…” Garble grinned. “You’re all mine...”

Rarity’s eyes bulged slightly as she felt the rod lodged down her gullet pulse and expand ever so much, both in length and girth. Traveling even further down her throat and restricting her air even more to the point her eyes watered slightly. Though her attitude didn’t show it, she sought to be done with this task as soon as ponyly possible. Twilight, who maintained a solid grasp on Garble’s throbbing shaft, and was even sitting on his body, felt it too. A confirmation to her previous hypothesis. Nevertheless, neither mare ceased their erotic sucking.

“You’re mine…” Garble repeated with a deeper voice now, grabbing at the plush asses of Fluttershy and Rainbow Dash, giving them both a hard squeeze. “All mine!!!” The dragon roared triumphantly as he threw his head back and came, taking both Rarity and Twilight by surprise! The sheer volume of spunk flooded their mouths at a frightening pressure. The salty and bitter substance shot straight into their stomachs, filling them to the brim in a matter of moments. Despite the legendary cum guzzling skills the two mares possessed, after years of dedicated practice, even they couldn’t find a way to manage to swallow everything that shot out. They had to withdraw from Garble’s cocks, coughing and wheezing in a fit as more dragon cum fired up directly into the air like an erupting volcano. Gravity worked its magic as it came crashing down and covering the six mares below, all of whom attempted to shield themselves from the hot substance with their arms as it were molten lava.

“More cunts…” Garble droned, his body and cocks expanding at an alarming rate now as he jumped off the bed, throwing Twilight off him in the process. He scanned the room, completely having forgotten why any of these babes were here in the first place. He spotted the twelve horny dragoness in heat, many of which who had been lustfully fingering or tailing themselves. His dragonesses. They belonged to him. He remembered that! All of them belonged to him now! His now towering cocks gave a giant twitch in delight as he stomped his way over to them. “Garble want CUNTS!” 

The once horny girls now suddenly snapped back to reality as they realized the danger they were in again. With many of them having never experienced a cock before… starting with Garble’s newly expanded monsters… they would be split in two. A statement that was becoming less figurative and more literal by the moment!

They rolled over to their hands and knees, frantically crawling away from the lumbering dragon who dashed towards them with mad perverted lust in his eyes.

“Hold on now, ya hear!?” Applejack exclaimed loudly, jumping in between Garble and the dragonesses, waving her arms in the air to catch his attention like it was a crazed bull. “Ya’ll don’t want them! Ah can give you an even better ride!” Garble, whose sheer size now was nearly double Applejack’s height glanced down at the farm pony. Not so much her face, but her bouncing pair of breasts. Far more impressive than any dragoness here. Applejack gave a nervous gulp at the crazed dragon before her, eyeing her up and down. Eyeing him back revealed his set of cocks far larger than she had ever laid eyes upon before. Let alone, taken. “Uhhhh, little help, girls?” she called out to her friends in a shaky voice.

“Showtime…” Rainbow Dash grinned with a crack of her knuckles, as she jumped besides the apple pony. She was never one to back away from a challenge, especially not with so much riding on the line! “Twilight! Next formation!”

“Crap…” Twilight cursed as she bit her thumbnail, wishing they had more time to practice this. It was a risk, but there was a lot riding on this. She knew her friends knew that.

Spike’s beaten eyes opened slightly wider as he realized what his friends were doing. They weren’t trying to be sluts and hogging all the cock to themselves… they didn’t even want to have sex with Garble! They were risking their pussies, their tightness, and themselves, to protect the dragonesses! Not only that, they were trying to drive him mad with greed at the same time!

A purple glow of Twilight’s magic quickly enveloped Applejack and Rainbow Dash levitating both of them into the air and pressing the two ponies together in a tight hug. Their breasts and lips meet in the middle, passionately kissing the other as they were moved into position. The lumbering Garble seemingly approving as he leaned back against the cavern wall. The chambers shaking as his back crashed up against it.

Rarity’s magic enveloped Garble’s two imposing members, stroking them energetically as she angled them to point upwards, directly at Rainbow and Applejack’s snatches who were levitated directly above. Jerking the jerk, as she called it.

“Brace yourselves, girls,” Twilight warned, a bead of sweat dripping down her forehead as she concentrated, lowering her two friends down onto a set of cocks no sane woman should have ever considered taking inside them.

The speartip cockhead pieced their folds directly on point, the two mares twitching uncomfortably as more and more of the tip slide inside them. Just past half of the head was enveloped in their snug embrace as both mares felt they were at the point of being spread open to wide.

“W-what’s the matter, Applejack?” Rainbow spoke with great difficulty, her face a mere inch away from the other mare. “Don’t t-tell me you can’t t-take this…”

“N-not on yer life, heh,” Applejack chuckled back, shooting her mare friend a competitive yet friendly glare. “I’ve taken bigger…” Fortunately, it seemed as though Garble was too dumb now to understand what she meant by that phrase. The two mares resumed their mad make out session, tongues fighting for dominance as Twilight dipped them even further down.

Garble, on the other hand, growled impatient while waiting for his toys to adjust. “Garble want now!” He roared. Grabbing a giant hand around both of their waist he violently tugged both mares down on his shafts. Twilight’s horn quickly shot out an emergency spell. All other bodies in the room winced as the two mares didn’t even make it to the bottom of the shaft. Rainbow and Applejack both cried out in sudden shock, but not pain.

Twilight could only breathe a sigh of relief, thanking Celestia she had an emergency elastic spell in her books for this. Though, this was the first time she had to use it on somepony other than herself. Her tests never involved a live subject, and it did not last long. They had to work quick! The alicorn hastily resumed her magic, hoping that would encourage Garble to lay back and enjoy the ride without any further interference.

Rainbow’s and Applejack’s bodies were rocketed upwards and down at a rapid pace on Garble’s two towers, treating them as if they were nothing but portable pussies to get him off. Both of them had better adjusted to the immense size lodged within them now, their expanse though only making an even tighter fit for Garble’s invading members. A penis-shaped outline could be seen protruding from their groins up to their stomachs with each drop. Coupled with the sound of flesh pounding against the two madly moaning mares as the dragon’s musk quickly filled the room again.

“We can help too!” Pinkie Pie exclaimed, grabbing Fluttershy’s hand. Rarity, still focusing her magic as she stroked the exposed section of Garble’s cocks gave them both a nod. The two mares quickly jumped into action between Garble’s legs, tending to his immense sack once more with their tongues and gentle hands. It was even getting so large to the point they could start brushing their chests into it as well.

“Us too!” Scootaloo shot in, Applebloom and Sweetie Belle by her side. All of them having figured out the plan by now as well.

“Are you sure, girls?” Twilight nervously asked. “This isn’t exactly a safe environment you know!” 

“We’ve done it with things far more dangerous than this,” Sweetie Belle scoffed.

“Yeah! Zecora was offering to pay top bits for a jar of manticore seed!” Applebloom exclaimed.

“You WHAT?!” Rarity suddenly yelled, glaring angrily at her sister. But they didn’t notice, already scampering over to join the fray. Twilight blinked at this revelation, but subtly kept quiet over the fact that she knew Zecora actually needed that manticore seed long before the changelings even invaded… She didn’t know if it was better or worse that Fluttershy probably helped with the task.

“Soooo strong, Master Garble,” Sweetie Belle moaned in her best seductive voice as she sprung up and pressed her body into Garble’s chest as if it were one giant scaly bed in a full body massage.

“I’m so glad I belong to a Dragon Lord like you!” Applebloom cooed, cuddling into Garble’s arm. The naked filly fit with easy, like the next toy to be thrown at his cock after he had thoroughly used the current two. “I want a turn after them!”

“Don’t forget all your gems too!” Scootaloo added, zipping over to the towering dragon’s mouth and dropping a gemstone in as if it was a grape fed to a royal prince. “All the gems in the Dragon Lands belong to you to now!”

“Mine… mine…. Mine!!!” Garble roared again, Applejack and Rainbow Dash both twitching as Garble’s cock both expanded inside them and erupted its load. The concentrated dragon seed rocketing out from both cocks, hitting their wombs like an internal punch to the gut, filling them both in under a second. Twilight knew her friends couldn’t hold everything and rapidly shot them upwards with her magic to move them out of the stream’s path. Both Rainbow Dash’s and Applejack’s stomachs were bloated up like balloons by the time their pussies were clear of the twitching hose. Fluttershy and Pinkie Pie hugged their bare chests into Garble’s sack to encourage every drop of the substance they could possibly manage to come out. The flying river of semen once again firing up into the air before raining back down to drench all of the mares besides him. As many had expended, the amount of it was even greater than last time, quickly wetting the once dry and corse rock floor of the chambers.

Garble grew again as he panted, exhausted, and collapsed his head back against the stone cavern wall. He was tired but happier than he had ever felt in his life.

The other mares backed away slowly, watching the Dragon Lord’s chest rise and fall. Excluding Applejack and Rainbow, who were so bloated, all they could do was roll away. But still, all of them were waiting on bated breath if, at any moment, he could spring up for another round with those terrifying, expanding cocks.

“Stay back, girls,” Twilight warned, softly stepping up towards the Dragon Lord herself. “I think he might be ready...” Using her wings, she lifted herself up and off the ground, flying up to the dragon’s head like a fairy.

“M-more….” Garble moaned deeply, before his eyes shot open awake and full of energy. “Garble want MORE!!!” His cocks, now the size of cannons, twitched back to life, standing at full attention and ready for another unfortunate female to unload its seed into. The crowd exchanged glances of fear.

“There’s not enough of us here to worship your greatness, Dragon Lord Garble. But… there’s even more of us in Equestria…” Twilight whispered softly in Garble’s ear. The Dragon Lord’s initial expression looked shocked, but soon settled for evil grin as a potential idea slowly, very slowly, formed in his head. “All of them just waiting to be taken by a real dragon like you. Waiting for a true pair of dragon cocks to show them who really is the true Dragon Lord…”

“Mine… my CUNTS… Equestria… GARBLE WANT!!!”

“But you can’t do it by yourself...” Twilight added. “The changelings will fight to stop you! Have the other dragons help you… but only the males. The females and Spike are to weak to be helpful and they’ll just be stolen away. You boys can take down the pathetic changelings yourselves easily! Those bugs and their needle dicks don’t stand a chance against you superior dragons! And then you can fuck a world’s supply of mares and dragonesses here... all to yourself! History’s greatest Dragon Lord of all time!”

Garble grinned evilly as the plan sounded like music to his ears. His dull braining picturing an army of mares that looked like these ones… all of them working in tandem to make him shower them all in seed like it was life-giving essence. The changelings had done all the work making them slutty, all he had to do was swoop in, burn them to a crisp, and steal their sex slave all away for himself in a true dragon fashion! He lumbered up now, the gigantic dragon so large now he was moving on four legs rather than two though one he used to clench the Bloodstone Sceptre in as he crashed out of the chambers and flew towards the surface. Twilight and the other mares finally breathing a sigh of relief now that the monster was gone.

Several more thunderous crashes of rock were heard as the dragon tore through a system of tunnels designed for a dragon far smaller than him. Arriving up at the surface, he shielded his eyes from the harsh sun. 

“G-Garble?” Sludge cried out as he and the other male dragons congregating on the rocky cliffs saw their new colossal Dragon Lord. Their jaws dropping in utter shock and surprise. “What the hell happened to you!?!?”

“Equestria!!! Invade! All dragons in land!! Bring me mares!!” The Dragon Lord roared out with a blaze of fire, holding the glowing Bloodstone Sceptre up high.

“N-no! No way!!!” Backdraft exclaimed in a panic, but his wings and body were already starting to move on their own. All of the dragons taking off in the direction of Equestria! “That’s NOT a good idea!!!!”

“They’re changelings in Equestria! They’re going to kill us if we get too close!!” Charcoal added.

“Kill changeling!” Garble roared, seemingly ignoring the complaints as if they were spoken in a different language. “GARBLE WANT MARES!” The swarm of male dragons continued to bicker and argue at their Dragon Lord as they all flew north, until they were far out of sight from the volcano...

A long awaited silence finally settled upon the remaining women, only to be broken by an alicorn. “Spike!” Twilight was finally able to call out, now that the coast was finally clear of any and all hostile dragons. The alicorn rushed over to the injured dragon’s side.

“T-twilight… please…” Spike winced, pushing the alicorn away from him. Twilight recoiled in dismay. She had expected it, but never actually thought he would react like that. The tears quickly forming in her eyes. “You really smell like Garble cum. It’s gross…” 

“Oh… right, sorry!” Twilight quickly apologized, looking down to see her lavender body was still covered with a good amount of Garble’s white seed. Nevermind then. She promptly used her magic to levitate the substance off her, and the other ponies while she was at it, before tossing it carelessly into the far corner of the room with a splash. It was safe to say no woman in the world wanted that stuff anywhere inside their body. With that done, Spike warmly embraced the alicorn who cuddled into his side with an arm.

“Is it finally over?” Spike muttered.

“Yeah… we did it, Spike,” Twilight smiled.

“You did it, Twilight… I just sat here and bled all over the ground.”

“That was actually really impressive,” Ember shot in, still amazed at the skills the ponies had displayed throughout the entire ordeal.

“What? My bleeding? You mean like how much of it I’m doing?” Spike asked.

“No… what? I mean, what they did to Garble! I didn’t think sex could be useful for things other than having some fun or having babies!”

“It was nothing… but the idea actually came from Chrysalis. One of the first lessons she taught me in the hive was that sex is and always has been a tool of either peace or war. More deadly than both the pen and the sword but, at the same time, more beautiful than all else,” Twilight said, as her mind lingered back in her memories. She started to see to Spike’s wounds with her magic. Nothing to magically fix him, but hopefully enough to stop the bleeding. “All depending on those who choose to use it… or abuse it.”

“Guess it’s obvious which category you girls and Garble fit into. But… Chrysalis, huh?” Ember grimaced. “She’s the one behind Equestria? And this, right? The one that wants all of us dragon girls to move there and live as sex slaves?”

“Yep…” Spike sighed.

“Great,” Ember groaned with a defeated sigh. “Just fucking great! In other news, all the girls in my kingdom, including me, are now stuck in a perpetual heat… we’re all naked, my scepter has been stolen by some jackass leading a coup attempt on me from right under my nose, all of the male dragons in my kingdom are unwillingly on their way to Equestria to have their butts kicked by changelings, and we just had some mare sex slaves save all our asses, literally, by spreading their legs, literally...!”

“Yep…” Spike repeated with a roll of his eyes. That was the usual amount of chaos Chrysalis plans ended up causing. He was legitimately wishing he had just gone with Twilight’s initial plan and convinced Ember to migrate the dragons to Equestria normally. Would have been a whole lot less trouble.

Though, to be fair, Spike wasn’t sure how much of this he could blame on Chrysalis. He was the one who choose to put Ember in heat first that kicked this all off. All Chrysalis did was put the idea in his head. He figured Ember was still mad at him over that, she just wasn’t showing it because she was way, way, way, madder at some other individuals at the moment. Also, it helped that she was still pretty horny.

“So… what are you going to do now?” Twilight asked.



Elsewhere in the cave, the dragonesses were still breathing a long held sigh of relief, seeing that their holes would be surviving this day after all. The Cutie Mark Crusaders were checking if they were all okay. Pinkie, on the other hand, was having a good deal of fun helping deflate the bloated ballooned bodies of Applejack and Rainbow Dash by bouncing on their expanded bellies and watching the cum burst out of their pussies in a stream. Much at the two mares’ expense. 

“Ummmm, listen,” Smolder said with a nervous blush, approaching Rarity. “The other girls and I thought it was really… cool... how you ponies stepped in to protect us from Garble like that. Especially with how dangerous he was. T-thanks…”

“Aww, you need not mention it, dearie,” Rarity cooed, leaning over and placing a gentle kiss on Smolder’s scaly head.

“But I also wanted to say that I’m sorry!” Smolder suddenly blurted out, before blushing again and averting her gaze to the ground. “I’m sorry... When you were brought here and the guys started using you in the hot springs like that… I thought you, and all ponies, were just some mindless sluts. I couldn’t believe I looked up to you before as honorable creatures. But, I guess you really are just the same amazing mares who care about others like the professors I knew from before all this...”

“It’s water under the bridge, Smolder,” Fluttershy smiled, having no shortage of others assuming the same thing about her.

“Where’d you guys even learn how to do all that crazy team stuff you used on Garble anyway?”

“Oh, that? Why, it was part of our own friendship bonding exercise we’ve been preparing,” Fluttershy beamed proudly. “It’s the same concept of teamwork we’ve always stressed, just with new application! We have a new curriculum at the school so we can teach all creatures about sex! And even learn from each other as we explore the mating habits of different cultures.”

“Yes, but it is rather filled with human creatures at the moment,” Rarity added, idly tapping her chin in thought. “From my experience with them, they are, by far, the most perverted beings in Equestria…”

“A what kind of creature?” Smolder replied.

“Why don’t you come back to school, Smolder? Pleassseeee?” Fluttershy pleaded, bracing herself on her knees as she dropped her smiling face down to Smolder’s eye level.

“Oh… Ummm, to be honest,” Smolder said with another blush, her scepter-induced heat causing her to be surprisingly open. “I-I never really wanted to leave in the first place. I even had a plan in place... with Gallus. We were going to secretly share a room and bed for a week or two. He let me see his tool… he would have been the perfect partner to help me deal with my first heat without the risk of getting knocked up. If not, I would have had to turn to Ocellus or Silverstream to get rid of it.”

Fluttershy gave a sheepish nod knowing all of them pretended to be blissfully unaware of just how much sex all of their students at their school were having in their dorms, before the changelings arrived. To them, it had always been a sign of their friendship lessons working.

“Wait, you can get rid of your heat by having sex with other girls?” Rarity asked in disbelief.

“Ummm well.. yeah! I mean, it’s not as satisfying as a rock hard cock giving us the business. But that’s what most girls did here when their heat came around at least. What? Did you think we got ourselves knocked up every six years because our bodies told us to? Not with those douches that live here! And the entire world would be flooded with dragons at that rate! But… anyway, about your school, it was Dragon Lord Ember who ordered me to return to the Dragon Lands. And, I guess, it’s still up to her whether or not I get to go back.”


Back over to Twilight and Ember, cuddled up against Spike in their own conversation concerning their future.

“I guess it was a good thing, Twilight, that you tricked Garble into sending all the dragons off to Equestria to be captured. I don’t want to even think about what they would have done to us if Garble got his way. But how did you know about the deal with dragons going crazy over greed?”

“Spike did something similar in Ponyville a long time ago. He got really tall and really, ummm... dumb.”

“Hey! I wasn’t that bad!” Spike replied. “At least I didn’t try to rape anyone!”

“Yeah, well you did go on a rampage through town. Celestia had to pay for all the damages!”

“Well, it saved all our hides,” Ember said. “But now my kingdom is missing a good majority of its population to that monster’s order. What am I going to do now?!”

“Don’t even worry about it…” Spike sighed.

“Huh?” Both Ember and Twilight replied in unison.

“Knowing Chrysalis she probably already has a plan in place to make that decision for you...”
> Going Down in Dragon Town
> --------------------------------------------------------------------------

Dodge Junction was the closest pony settlement located near the Badlands. Home of Cherry Jubilee’s farm among a thriving community, the town itself having seen some large growth itself ever since the end of the changeling invasion. To the residents of the town it was yet another perfect day. No stallion or colt was without a mare or filly by their side, trained to serve them in any way they could. Many of whom were in the process of doing just that. With their eyes focused on a bobbing head of hair, or a set of hips around their groin, none of them expected or saw a hostile horde composed of thousands of different shaped dragons flying directly towards the town from the sky above.

“Fuck, fuck, fuck, fuck,” Fume swore to himself as his body moved on his own. He was in dangerous territory, they all were. Every single male dragon in the Badlands was being forced to invade Equestria due to their lust/greed crazed ruler holding the Bloodstone Sceptre. None of their attempts to persuade him to change his command had worked during the flight, his mind having completely retreated into his pensises. 

Sure, he had snuck into Equestria before. But only during the dead of night while most changelings slept, and as a small group. The swarm of dragons almost covering up the sun in the sky was just begging to be noticed by those weird black bugs. Fume himself was half amazed they hadn’t encountered a changeling yet. Perhaps they abandoned this area of Equestria. Perhaps they weren’t as strong as they were rumored to be! A small glimmer of hope started to well up inside him. Maybe Garble’s urges could be sated by the mares of this town and they could retreat back after they pillaged all the mares?

A wicked smile slowly formed on the dragon’s lips as they dived towards dodge junction. They were really doing this! Most of them had missed the good old days of pillaging, looting, and raping. But it was always on a small scale. A mare alone in the open here, a filly who ventured to far from home there. And it was always in secret so that dragons weren’t the sole suspect. Maybe this invasion could turn out to be a good thing… for them.

“MARES!!!” Garble ordered once more to the dragons as they crashed into the town. The first pony to spot them, a mare, released a shriek of horror as the scaly creatures invaded.

Fume picked the nearest intact house and flew straight towards it, crashing through the front door. A large collection of the other dragons in the meantime formed a dense perimeter around the town, both in the sky and on the ground, ensuring no pony here was escaping their fates today. Three ponies were in the house who were just reacting to the mare’s screams from outside as they turned to face Fume. A stallion, his sex slave mare, and their sex slave daughter. Fume licked his lips with a mixture of sadistic and perverted glee.

A mere punch to the gut was all it took to down the stallion, who dropped to the floor clutching his stomach. Fume didn’t know what Garble’s plan for the men would be. Maybe they would eat them, perhaps slit their throats for fun, or maybe both. Either way, for now he wanted the stallion to be present while he claimed his mare and daughter in front of him…

“Alright, you dumb pony sluts,” Fume growled towards the two girls. The brown and mud colored ponies, shaking and huddled in terror in each other arms. Their reaction only spurring the demented dragon on further, thankful as ever mares were trained to be so submissive to a powerful male like himself. He tore off his leggings, revealing his own pair of dual dragon rods to them. “Let’s make this quick before the big guy outside tears your cunts apart. Which of you is first?” Fume wanted to get this done before Garble got impatient after all. And he didn’t want to wait until after the new Dragon Lord got his chance with them. Judging from the size of Garble’s own two shafts, the mares would be far too loose and out of it to be any fun.

“How about… you!” Fume snorted, grabbing the filly’s arm as he yanked her from her mother’s grasp.

“No! Not her!” The older mare shrieked in dismay.

To the filly’s credit, even though she was half his size, she was fighting back. Even as Fume held her two wrists and pinned her back against the table, sending the family’s dinner plates crashing to the floor around them.

“Saves me sooo much work seeing as you’re already naked,” Fume chuckled, grasping at both his shafts as he lined them up with the filly’s pussy and ass. In truth, he always wanted to try something like this, a younger slut likely being all the more tighter for his cocks. Who gave a fuck if she didn’t enjoy the experience? He was just in it for his own ride.

He could practically feel those snug comfy walls of flesh embrace his shafts from every side, but before he could, a foot found its way between his legs, slamming directly into his low hanging fruit. 

Fume howled pure agony as he clutched his marbles and collapsed to the floor.

“Piece of shit dragon!” The mother of the family spat, stepping over the dragon’s body as he rolled around on the floor and helping her daughter up from the table.

“M-mom!” The filly cried with tears in her eyes. Together, the two quickly helped the stallion to his feet and retreated out from the house. Leaving Fume to his manly pain.

“Stupid… f-fucking… ponies!” Fume roared in frustration. The fact that a mighty dragon like him was taken down so easily, by a mare of all creatures, seemed more damaging to his ego than than that kick was to his balls.

Though, the situation outside was not any better. Every house in town was being ravaged for its plunder of pussy and tits. Mares that escaped outside were quickly scooped up from their masters’ arms and carried off to Garble. The helpless mares being dropped around him like they were mere golden coins to add to his hoard. Bright orange light soon began to encompass the town as other dragons even elected to light the many wooden structures on fire with their breath. All in an effort to draw any ponies hiding inside out, and because it was amusing.

To their credit though, the ponies were fighting back. Various unfortunate dragons suddenly learning just how powerful of a punch earth pony stallions were packing, and how much a unicorn could blast them with magic. Not to mention how much harder it would be to get their cocks inside women trained literally to do little more than take cocks inside them. Even without the changelings, and even with their sheer numbers, it seemed as though raiding Equestria would prove more difficult than they thought.

Garble, in the meantime, waited at the entrance of the town for his will to be done, tapping his claw patiently in the dirt. He cared not for the pony’s meager resistance, in fact, they were doing him a favor. Highlighting the weak blood in his subjects. Any dragon pathetic enough to be bested by a mare sure as heck didn’t deserve to have his cock in one. Of course, Garble himself was no such weakling, he never was. His stern eyes darting from side to side as he watched his stronger minions gather up his soon to be new sex toys.

“Good… good, make sure you get them all,” said Nexia smiling from a perch on Garble’s shoulder, the Dragon Lord giving an affirmative nod. 

It was then Garble realized there was a naked black-colored creature sitting on his shoulder. She did react when he gave a sudden menacing roar or when he reached over and grabbed her slender body. His claw so large that only her head could be seen poking out of his grasp.

“Oooooo, fiesty one…” Nexia cooed as Garble’s paw brought the changeling queen to his two throbbing shafts beneath his body. The queen marveled in awe at the two cocks, now a thick as barrels, and longer too. Garble wrapped Nexia’s body so that her entire form hugged his lower shaft before eagerly stroking himself off with her. “Mmm, completely surrounded by cock. Literally!” Nexia noted out loud. “Easily any girl’s dream. Though, it’s a bit of a double edged sword. There’s absolutely no way a thing this big is going to fit inside a mare! And judging from the strength of your grip on me… a mare getting you off will likely be the last thing she ever does. Chrona was right. I’m afraid you won’t do...”

Nexia’s horn began to glow pink as she channeled her magic. In an instant, Garble’s fierce eyes shot open wide as his gaze became unfocused. His grip loosening on the changeling queen as she calmly hopped down from his claw. As she walked out from under him, Garble also lost his deathgrip on the Bloodstone Scepter, dropping it from his grasp. The changeling queen caught it midfall without even looking.

“So this is the magic tool of dragon mind control, huh?” Nexia pondered, poking at the red gem tip before waving it around like a magic wand. 

The other dragons assaulting the town now starting to notice something strange was happening to their new lord. It appeared almost as if some sort of… black thing was holding the Bloodstone Scepter while Garble stood completely motionless!

“Hmmm, let’s see if it works,” Nexia shrugged before pointing the scepter directly towards the mass of dragons. “All of you dragons!” she spoke clearly. “Kill yourselves at once!”

All of the dragons froze instantly with an expression of horror.

“Ehhh… wait, I guess it only works if a dragon is giving the orders,” Nexia shrugged. “Oh well, I can work with that.” She tossed the scepter back into the air, where upon the motionless Garble’s hand shot out to grab it, without even looking. “I just hope I can sound like a convincing dragon… It’s been years since I’ve had to pull off a convincing dragon speak,” Nexia muttered to herself, her body dissolving into a pink cloud that drifted upwards into Garble’s head.

As if suddenly awake, Garble’s body began to move once more, jolting back to life as the pink was absorbed into him. “*Ahem*,” Garble coughed, bringing a claw to his mouth as he cleared his throat before promptly holding the Bloodstone Scepter out. “I say, dearest fellow reptilian associates!” Garble exclaimed out loud, “It is with abashed and disconcerted pride that I, monarch of us all, concede a rather grave omission of judgement on my most sincerest behalf! At this current juncture of time I implore you to cease any and all ongoing hostilities with these colorful equines of noble stature and to vacate your persons from their immediate vicinity, posthaste!” Sure enough, the scepter started to glow crimson as it worked it’s ancient magic to carry out Nexia’s command, speaking using Garble’s body. The hundreds of dragons ransacking Dodge Junction suddenly came to an abrupt halt, though many staring in utter confusion at their dragon lord as they flew away from the town. “Nailed it...” Nexia muttered proudly to herself before adding, “gosh, there’s a ton of room in this head… Now what else did Chrona want me to do with this thing?”







“Twilight,” an injured Spike coughed, he and the other female dragons still stuck in the Dragon Lord’s chambers. “D-do you think you and the other girls can do that thing you pulled with Garble… but do it with me?”

“Actually… I wouldn’t mind seeing that move again,” Ember admitted with a blush.

“To be honest, Spike,” Twilight giggled, “you don’t have to ask us, you can just tell us to do what you want! And we were originally saving it for your birthday anyway, hence its name, but… I think you might deserve your gift a little sooner.” Twilight’s expression suddenly grew more serious. “Because… you see… I’ve been thinking about all the things you said about Chrysalis, and the changelings, Spike, and… well,” the alicorn began, taking in a deep breath.

Spike got to his feet and began to fly away.

“Huh… Spike?” Where…. W-where are you going?! Spike!!” Twilight exclaimed in frustration. “I thought we were to have a serious conversation!”

“I-It’s not me!” Spike called back. Twilight soon noticing Ember, along with the other female dragons that had crowded the room were all moving as one as they flew to the exit.

“Seriously?!” Twilight groaned as the dragons departed.

“It must be the Bloodstone Scepter again! J-just get everyone, and everything, and meet us back in Equestria!” Spike exclaimed. He had a sneaking suspicion that none of them would be coming back here.

The dragon’s body moved of their own accord, exiting the cave without a moment’s delay. “Heh. Reminds me of what I did whenever my dad tried to lecture me,” Ember chuckled as she flapped up alongside Spike. The two dragons flying at the back of the pack of what appeared to be thousands of female dragons. Like the male dragons, and like both of them had expected at this point, they were all headed towards Equestria. “So… I guess we lost then?”

“Ummm, if you don’t mind me saying, you don’t really seem all that upset over this,” Spike said.

“There’s no point being upset over it with you. I think you’ve gone through enough. And, I should mention that I am still in my fucking heat. So it’s kind of hard for me to be angry at anything with a penis right now. Garble and the others just made it so easy.”

“Garble…” Spike spoke with remorse. “I knew he was always a bad apple, but I never thought he was just waiting for the right opportunity to rape you girls as soon as he was in charge. I mean, thank Celestia we won the Gauntlet of Fire instead of him.”

“Actually, Spike, that’s something I kind of admire about the new Equestria. There’s none of that bullcrap with hiding what you really want. None of you are hiding what you are deep down. It’s all on the surface,” Ember replied. “The mares like sex, so they have… sex. It seems so simple when you say it like that, but I guess we all got a little too accustomed to beating around the bush with what we wanted, the bush became the new normal. If that makes any sense…”

Spike didn’t know if it was just Ember talking or her heat. Either way, he would take it. “I think I get what you’re saying. But I hope you like what the mares are doing, because it looks like the changelings are dead set on having all you girls join in on the experience…” Spike replied.

“Right… the changelings…” Ember muttered as they passed over Dodge Junction. They spotted down below, all of the male dragons had been grounded. Now, Garble, with Nexia controlling him, was having them all perform an impromptu performance of Filly Fiddler on the Roof. Complete with a dance number and musical backing. None of the female dragons were stopping here though, thankfully. It appeared as if the Bloodstone Scepter had ordered them all to a different location. “So, the rumors are true? They are really all powerful creatures who feed off love energy.”

“Well, yeah,” Spike shrugged, “except when they are wearing this around their horns,” he added, tossing the inhibitor ring Chrysalis had given him yesterday over to Ember. “Then they lose all of their love magic and are left probably much weaker than the average dragon.”

“That’s… interesting,” Ember noted as she studied the ring. “What else can you tell me about this… Chrysalis? This was really all her plan? Can I expect a fair treatment for my girls from her if we agree to her demands?”

“Nope, she’s a total bitch,” Spike said plainly. “Though, if there’s anyone in the world she cares for, it’s women who know their place as sex slaves. She and Twilight get along great, both in the bedroom and out. Also, she has a super weird family. She has a bunch of sisters like her who are also queens. One of them can control pony’s minds, and I’m pretty sure the other can look into the freaking future…” Spike shuttered to himself. “I haven’t seen the others yet. But if I had to guess, her other sisters probably steal your soul and trade it to the devil.”

“Great…” Ember sighed. She made a mental note that this ‘queen’ apparently respects woman who acts like sex slaves. Perhaps she could use that...









It was a long flight before the horde of naked female dragons reached their destination. Like Spike had predicted, it was Ponyville, but more specifically, the Crystal Castle. All of the dragonesses touched down in an orderly fashion, then immediately dropped to their hands and knees, panting out loud as if they were dogs. All except Ember and Spike, who noted whoever was giving the Bloodstone Scepter orders, must sure be having a blast with it.

A changeling guard standing outside the door took a confused moment to admire all the dog dragons before approaching Ember. “Our queen is waiting for you inside. Come…” Ember gave an audible gulp, shooting Spike one last glance before being escorted inside. The changeling led the naked dragoness through the halls, making it no subtle secret he was giving the lower, more exposed portion of her body more attention than her eyes. Ember would have skewered a dragon doing the same to her a week ago, but here she held her tongue. As she was led through the castle’s chambers, earning many stares and smug whispers from enslaved mares, the changeling opened the door to the darkened Cutie Map room before gesturing her inside, then promptly closed it behind her.

There was only one figure present in the room as Ember entered. A lone towering bug woman. Her skin as dark as night. Standing with passion and pose, though her smirk was even more befitting one of the most powerful beings in Equestria, if not the entire world.

“Well, well, well,” Chrysalis started, her smile bringing an unnerving chill rolling up Ember’s spine. “We finally meet at last. The fabled ruler of all of dragon kind…. Heh, I’m sorry. I mean, ex-ruler. Hmmm, I still thought you would have been taller.”

Ember glared daggers at the changeling but said nothing. Even knowing the woman before her held responsibility to all of her people’s recent hardships, she still held her tongue. She knew what was going on. The changelings somehow possessed the power to use the Bloodstone Scepter, so it would have been easy to order them all into submission in whatever manner they so choose. But they didn’t… All likely because the bug in front of her wanted to gloat. Her victory lap. A personal reward for all her twisted schemes and plans.

“Welcome to Changeling Diplomacy 101,” Chrysalis smiled as she continued, walking up fearlessly to face down the dragon in her personal space. Spike had made Ember well aware of the changeling’s power, she knew she wouldn’t be able to put a scratch on her so long as Chrysalis had her magic. “First lesson for you. What’s going to happen is you are going to drop down to your knees and immediately agree to all the terms I lay out before you with the simple phrase: ‘Yes, Queen Chrysalis’. Any failure on your behalf will result in a prompt humiliating punishment of the sexual variety on this table here, followed by us starting over from the beginning as I start to call in more and more of my men to join us. Do you understand, my little dragon?”

Ember slowly dropped to her knees, hands balled up in fists that rested on her thighs as she calmly spoke, “Yes,  Queen Chrysalis.”

“Ah…. a fast learner. I had not thought such a quality was possible for a dragon, let alone, a female one. Color me impressed,” Chrysalis snickered, having half hoped the dragon talked back to her like most she tried this on. She was already iching to take this buxom slut for a test drive after all. Still, there were plenty more opportunities for her to crack coming up. “Very well then. First, you will agree to a complete unconditional surrender on behalf of all dragon kind.”

“Yes, Queen Chrysalis,” Ember repeated.

“Whatever objects of value you have accumulated in that dirt pile you call your kingdom, including women, wealth, and magical artifacts, will henceforth be forfeited to Equestria in its entirety.”

“Yes, Queen Chrysalis,” Ember said again, this time bringing a disappointed frown from the changeling at the dragoness’s refusing to crack. Chrysalis paced circles around her as she went on.

“All male dragons will face punishment for the part they all played invading our lands including the attempted murders of the thousands of changelings that make up my swarm.”

“Yes, Queen Chrysalis,” Ember replied.

“The female dragons, on the other hand, will be staying in their state of perpetual heat. They will be collared, and forever marked as our sex slaves. They will never again be allowed a single piece of clothing. They will all be sold off to various parties at actions to the highest bidder and dispersed throughout the land. To be used, fucked, and bred for the remainder of their lives.” Chrysalis giggled at the joyous thought. Hopefully this sent a powerful message to the entire world that it was not okay to fight back against changelings.

“Yes, Queen Chrysalis,” Ember droned again as if she was fully expecting that and already came to terms with it.

“And you, my dear sweet dragon, will lend us your position as Dragon Lord to our needs. You will do anything in your power to convince any allies of the dragons, not currently residing in Equestria, to surrender to us and migrate here as you have. Either through diplomacy or coercion. I don’t care.”

“Yes, Queen Chrysalis.” Chrysalis was really surprised now at the dragoness’s lack of a stubborn fight. She was a dragon, right?

“And... finally, due to all of dragon kind’s resistance to my generous request for total surrender, all dragons will henceforth be classified as less than pony sex slave. You will have no rights to your bodies, or your lives. Sex slaves of other species will even be allowed to own you. On that note, you, Ember, will become my personal collared pet. You will go where I go, always on a leash. You will please who I tell you to please. You will be trained in a matter most agreeable to me. And you will never once talk back or question me and my methods from now and for the rest of your days. Do you understand?”

“Yes, Queen Chrysalis,” Ember said with a bow, dipping her nose to the floor before surprisingly adding, “I...I just have one small request.”

“Oh really? And what would that be, my new pet?” Chrysalis snickered as she played along.

“I’ve heard of your skills in bed a-and I want to see if the rumors are true… P-please,” Ember whimpered, her pussy dripping with anticipation and need.

“Ahhhh, so there it is...” Chrysalis gleamed with a wide smirk as it suddenly all clicked sense in her head. “Your heat must still be running amok on that small mind of yours. No wonder you agreed to all my demands without so much as a huff. Politics is boring, let’s just have sex? Well, I can certainly agree with you there. So, yes, I will grant you this one, and only, request. Pay attention though, because you’ll be doing this a lot from now on...”

“T-thank you, mistress,” Ember quickly jumped to her feet, scampering over to the Cutie Map and plopping her butt down onto it. She spread her legs, revealing her ripe moist folds that made it even more dreadfully obvious just how much of an effect her heat was having on her.

Chrysalis shot her new toy a sultry look as she waltzed over and dropped down low. Sticking her head between the dragoness’s legs she could even feel the literal heat radiating off from her pussy, suggesting a cock thrust inside would be in for a tight warm hug. Chrysalis’s slender tongue shot out, teasing the area around Ember’s slit. As a good first lesson, she wanted this dragon to beg for her.

Word must have traveled fast in Equestria as Ember must have already heard what a legendary lay the queen of the changelings was. Of course Ember would have accepted becoming her official toy pet without a fight. She knew it was not only a honor but a privilege to be paired with a woman who had perfected the art of sex itself.

Ember was already moaning wildly, passionately running one of her hands through Chrysalis’s lush hair on the back of head. The other balled up hand, slowly sliding up the changeling’s jagged horn, unclenching to reveal something it held … slipping it on over the tip.

A gasp escaped Chrysalis’s open mouth as she felt the unmistakable sensation of her powers... fading! An inhibitor ring locking itself around the base of her horn. As soon as the click was heard, Ember was off the table, grabbing Chrysalis by the arms as she hurled the changeling’s body at the Crystal wall with an incredible amount of strength for a woman. The crystal cracked and shattered as the queen’s back impacted the wall. Ember didn’t relent.

“I have another fucking deal for you, dumb bug MOTHER FUCKER!!!” Ember roared, furiously pounding her foot into Chrysalis’s face and body like Garble did to Spike. Beating her into a bloody pulp. “You probably think you’re so GOD DAMN smart, don’t you!?!? Mother FUCKING shitface changeling BITCH!!! Just who do you think you are?! Invading MY land with your DUMBASS plans!!! Here’s the new plan! You are going to let me stay with SPIKE and I’m going to keep my female subjects!! You can have those douchebag male dragons to yourself! They’re dead to me anyway!!! And if you ever, EVER, harm my Spike again, either directly or through your MORONIC plans… you best sleep with one eye open for the rest of your miserable life, BITCH. Because I will find you with another ring and cut that pretty head of yours clean off with my own two claws!! GOT IT?!”

Ember finally ceased her merciless assault on the beaten queen. Only to finish it all off by spitting on Chrysalis’s broken body. “Welcome to Dragon Diplomacy 101,” Ember sneered before storming out of the room in a huff.

Spike was nervously waiting outside the map room for the talks to finish, pacing back and forth, fearing the worst. The mare attendants hd seen to his injuries in the meantime. Patching him up with bandaids though making obvious hints they desired a bit more than a ‘thanks’ for their assistance. He soon noticed Ember exiting, alone, seeming happy. Radiant even. Like a large deal of stress had been lifted off her shoulders in there. The mare attendants quickly retreated elsewhere.

“H-hey, how’d the talk with Chrysalis go?” Spike asked. “I thought I heard yelling in there…”

“Actually, it went surprisingly well,” Ember smiled, leaning over and planting a tender kiss on the young dragon’s cheek. “I think we found a middle ground that made us both happy.”

“Seriously?” Spike replied. “Huh… I guess I must’ve figured Chrysalis wrong for once then…”

“Come on…” Ember said playfully with a wink, grabbing Spike’s hand and tugging him away. “I want you to show me where you and I will be sleeping.”

“Hold on a second…” Spike paused hearing a groaning sound. He peered past the now open doors of the Cutie Map room, spotting the tangled bruised body of Chrysalis laying on the ground next to the wall. Ember soon felt a hand playfully grabbing at her flank.

“S-spike!” Ember playfully gasped with a small startled jump.

“Let’s go.”


“Right now...?” Ember asked. “B-but your injuries!”

“I don’t care about them. We’re doing it... now,” Spike growled, grabbing Ember’s hand, hard. The two quickly sprinting to the nearest room with a bed and a lock. Spike knowing in his heart he just discovered his newest fetish.



Back in the Cutie Mark room Chrysalis groaned in pain as she managed to crawl back to the Cutie Mark Map, and slowly pull herself back up. Two female changeling queens teleported into existence behind her.

“You’re right, Chrysalis!” Nexia chimed, “that was some impressive negotiation tactics. By letting the dragon beat the crap out of you, she’ll surely feel sorry about it later. Who knows what you’ll be able to guilt trip her into doing now! I’m glad you told me to watch.”

“Chrona!” Chrysalis angrily spat as she collapsed into one of the crystal thrones surrounding the map, ignoring her other sister. “You said this was the path to take that led to no changeling or female dragon deaths! You could have at least mentioned it involved serve bodily harm… to me!”

“Why? Chrona asked in her echoing voice. “You chose to withhold that information from the dragon. Why should you be any different.”

“I’m your sister!” Chrysalis just growled angrily in response. Chrona simply tilted her head. Chrysalis meanwhile was attempting, in vain, to remove the gender locked inhibitor ring around her horn. “And I’m so fucking tired of these damn rings. Nexia! Go to the ponies in charge of Equestria. Seduce them! Mind control them! Blackmail them! It doesn’t matter. Just force them to make these inhibitors illegal! Destroy them all! Any pony found having one should receive a lengthy stay in a dark dungeon.”

“Okay!” Nexia beamed, preparing to move.

“No…” Chrona said simply, bringing an abrupt pause to that.

“Nevermind!” Nexia beamed, coming to a halt.

“Fine…” Chrysalis spat. “What what should I do with the dragons then? Their leader just assaulted me. Ember seems to have no idea of the situation she’s in. I say we make an example out of her, and find a new weaker-willed dragon to install as their leader and take her place.”

“Ummm, actually… if we’re playing by the rules mother set out, we still need those dragon girls to agree to being collared,” Nexia reasoned. “So… in a way, Ember actually does still hold all the cards. I think it’s just best to let the dragon sluts mingle with the mares without causing a fuss with their leader.”

“Their kind has always meant to emulate those they’re close to. All paths dictate prolonged exposure to the mare’s way of life will, eventually, cause them to replicate their behavior,” Chorna added plainly.

Chrysalis let loose a long resounding sigh. “I hate you guys so much…”







“Wow… did you guys read about this?” Lucky Clover asked, flipping through the pages in the newspaper as he sat idly on the Ponyville park bench the next day. “Equestria Daily is saying Dodge Junction was just invaded by a swarm of male dragons. The entire town was burned to the ground in a raid!” 

Cloud Kicker withdrew the stallion’s cock from her mouth long enough to gasp in shock. “Oh my gosh. Was anypony hurt?” Lucky Clover’s eyes scanned the pages.

“Apparently it’s mostly just a few stallions who were injured. The mares there made it out okay, even though the dragons were trying to rape them. The female dragons had no part in the raid. In fact, it seems they are as much as a victim as the ponies there!”

“What a bunch of savages,” Rainbowshine spat as Lucky Clover instinctively pulled the leash on her collar in to hold her closer to her side. “It’s no wonder the changelings are trying to enslave them! Those dragons obviously can’t be trusted to live on their own!”

“Actually, I heard it was a changeling who stopped the attack dead in its tracks!” Dark Moon said as he approached the trio holding the leash attached to his own sex slave mare. “All of Equestria is buzzing about it!”

“Thank Celestia we have the changelings to protect us...” Cloud Kicker said before promptly engulf Lucky Clover’s cock back into her greedy mouth like a good little sex pet.










“AAA! Where the fuck am I?!” Clump said, awaking in a dark lonely room. The dragon sat in a chair, across a table sat a female changeling. Seemingly bored out of her mind. But before he could react further to this, she started talking.

“A spell has been cast on you to force you to tell the truth, the whole truth, and nothing but the truth,” Vixen droned as she checked her fingernails. This being well over the hundredth time she repeated these very same words for the test.

“What?! You better let me go you dumb bitch!” Clump barked.

“Imagine you’re in a cave with no entrance or exit,” Vixen went on. “Before you lies an attractive female dragon trapped in an eternal slumber on a cozy bed. It is assured no one will ever catch you or suspect you, should you choose to do anything at all to the sleeping dragoness. What do you do?”

“I rape her and cum inside,” Clump blurted out plainly. Only to gasp in surprise at his own admission. They all did.

Vixen sighed annoyedly. “Another failure. Take him away, boys,” she said with a dismissive wave of her hand. Two changeling drones grabbed him from behind and began to pull him away.

“N-NO! Let me go you black freaks!” Clump roared, but his strength was no match for the changelings. They threw him into a cage. A skinny cage meant to only give one space to stand in, but not lay down. The door slammed shut and locked. The dragon angrily grabbed the bars. “I swear, when I get out of him I’m going to-”

The rest of Clump’s words were lost as the male dragon found himself staring into two blood red glowing eyes. The head of a chicken, the body of a teal dragon. A cockatrice glared into his eyes with a hiss. Suddenly, Clump’s legs felt stiff. So very, very stiff. Peering down he saw his very feet turn to stone. The petrification didn’t stop there as it continued upwards on his body. The now horrified dragon powerless to stop it as more and more of himself was encased in stone. He tried in vain to let out one finally curse to his captors, but it feel on deaf ears as his head in its entirety was converted into solid rock.

Without so much as a wave goodbye, the changelings teleported the cage, and the statue within it straight to Tartarus, where it fell. Clanging against rocks and cliffs as gravity pulled it downwards to the dark forgotten depths where it could safely rot for all of eternity. Right next to the Appaloosa stallions…

“Hmph, this is so boring!” Vixen pouted. “It would be more fun if one of them answered right from time to time. But they’re all just rapists waiting for an opportunity! But I’m starting to think we should just assume the rest of them are failures as well. Male dragons are just awful, awful creatures…”








“Bust measurements… check! Butt measurements… check! Thigh measures... check! Stomach measures check as well… but we already confirmed that’s going to be growing soon, right, Spike? Onto phase two!”

“T-twilight…” Ember whimpered weakly, “is all this really necessary?” The dragonesses was currently strapped down to a small bed. Arms, legs, torso, and neck, just to be safe.

“Hold still, Ember!” Twilight insisted, giddily attaching yet another set of circular magical electrodes all over the dragoness’s body. Attached to each electrode was a wire leading back to one of the alicorn’s custom designed instruments designed meant to process a great deal of data. “This is the first time I’ve actually been able to take the measurements of a girl before she was collared! Let alone a dragon one! So shush!” 

Ember zipped her lips as Twilight ran circles around her, attaching electrodes to her breasts, stomach, legs, face, and even one special designed egg shaped one that slid ever so gently up her pussy. Spike shot the two an amused grin from the side lines as Ember’s azure face was overtaken by a crimson red blush.

“Now, by my calculations, the ‘heat’ you dragons are all experiencing-”

“Stuck experiencing,” Ember shot in.

“Right. Well, I have reason to believe the sexual desire you feel towards a potential mate is around the same thing us mares feel when we are around our masters and in the mood. You might just be overselling it, in other words. Understandable, seeing as you don’t exactly have the most experience dealing with constant arousal like us mares.”

“Yeah… I don’t think so,” Ember scoffed dismissively. “When I was in stuck in heat with Spike I wanted to take him around the fucking world! I could hardly even think straight… l-like I could just spend the rest of my life just playing with those thick rods of meat!”

“Hmmmm. I see...” Twilight replied, levitating over her pad and quill. “Subject appears to be slightly delusional in that her sexual lust ranks higher above mares. Will dive into deeper later,” she said out loud, the enchanted quill jotting down every word. Ember groaned with a roll of her eyes as Twilight did another circle around her. “Alright, we’re almost ready for Spike.”

“W-what is Spike going to do?” Ember asked uneasily, staring at the science-crazed alicorn.

“Well, if you’re going to be collared as Spike’s sex slave, and my sister slave, you are going to need to learn how to control your, ummmm, ‘urges’,” Twilight coughed. “Just because Spike’s cocks are out doesn’t mean you get to tackle him and claim him all for yourself. We both need to share him and please him at the same time. It’s always about him, not us.”

“Oh….. ooooohhhhh. So that’s what this is,” Ember grinned, shooting a competitive glare at the alicorn. “You’re not worried I’m going to take Spike all to myself, you’re worried Spike is going to take me, and only me, all to himself. See if you can teach me to resist his cocks so he’ll settle for you and-urk!” Ember was abruptly cut off as a plastic red ball was fastened tightened about her open mouth.

“A-and just making sure that’s secure... Good!” Twilight beamed. “Spike! I think we’re ready for you now!” She made a quick note that Ember was too smart for her own good. Hopefully Spike’s cocks could adjust that.

“Great!” The dragon replied, walking up to the strapped-down face-up dragon as he unzipped his pants. Stepping out of them, Twilight positioned Spike so that his erect shafts twitched mere inches above Ember’s face. His balls, however, draped comfortably over her forehead, bringing a strong shiver as Ember breathed in the manly musk.

“That was quick,” Twilight noted, staring at the monitor as it displayed the data rolling in. “Subject’s heart rate increasing dramatically. Body temperature rising. Brain activity shrinking… Just as I predicted.” Ember released a soft growl at the talking purple pony, though it was getting much harder to focus on her feud with Spike’s balls resting on her face. She could almost feel her mind going blank.

“So what am I going to do to her, Twilight?” Spike chuckled, happy to play along with the alicorn’s tests as usual. “Tits, pussy, ass, mouth? I’m game for it all.” Ember didn’t even realize she was eagerly nodding her head in agreement.

“She’s not collared, Spike. I don’t think that would be very appropriate...” Twilight said suspiciously now, her magic now working to levitate over a blindfold and pair of earmuffs. The alicorn gently pushing the dragon to the side as she fastened them both to the bound dragoness, effectively cutting off her hearing and vision completely. Now that Ember couldn’t see or hear her speak, Twilight spoke plainly. “You’ll be fucking her pussy and ass, harder than you ever have before, you’re going to cum inside her, then you’ll be collaring her,” she held up a familiar changeling sex slave collar for the smiling Spike to see. “But…” Twilight added, “you’re going to be doing all of that with an audience.”

“Wa-what?” Spike asked. “You mean your friends? Pinkie Pie and the others? Did they want to see?”

“Well, they aren’t my friends, but they will be... eventually… assuming everything here works out I can see us all getting very close,” Twilight added with a mischievous grin befitting Chrysalis herself. The doors to their chamber opened and in poured a mass of female naked dragonesses. Each of the girls quickly spotting Ember, the woman many of them still believed and looked up to as their rightful ruler, bound and gagged on a sexual experimental table. In the heat they were still all in, it was an unbelievably hot sight. Their bare butts quickly found a seat around the slowly heating room as Twilight popped the ball gag out of Ember’s mouth.

The blind and deaf Ember, still completely unaware of her many subject’s presence, called out, “W-what are you waiting for, Spike?! F-fuck me! I don’t care if you put that collar around my neck and enslave me! Just give me those big cocks!!”

Twilight shot a grin at Spike before speaking. “I thought it would be more appropriate if the girls of the Dragonlands got a first hand look at the type of woman their leader really was. For strictly educational purposes only, though.”

Spike snickered to himself as he positioned his two erect cocks outside of Ember’s quivering lower holes. The dragoness’s body seemingly able to sense their presence as she redoubled her needy squirming. The many female dragonesses watching with bated breath, many of them as wet as Ember herself.

“Now, girls, before we began the demonstration, I should remind you all that female masturbation is strictly prohibited in all of Equestria,” Twilight announced to the crowd of horny dragonesses. “However, some very nice gentlemen outside generously volunteered their time to assist you, should you ever feel the urge to experience the sensation alongside Ember. Their services aren’t free however. It’ll cost you one thing, and one thing only...” she finished, twirling a very inviting-looking sex slave collar in her finger. Before any of the girls could so foolishly weigh the options of the choice they had before them, Twilight nodded for Spike to begin. Their minds were made up before Spike’s members even hilted inside.
> Around Equestria
> --------------------------------------------------------------------------

As embarrassing as it was to admit, this was the first time Twilight’s school had actually a certified teacher guiding lessons, rather than a bunch of Twilight’s friends just winging it. Miss Cheerilee, having once been a liked teacher at Canterlot High School was now a beloved teacher at the new School of Sexship. The name of the school still being workshopped around.

As it turned out, and much like her pony counterpart, human Cheerilee had been quite an active woman during her time on Earth and found herself rather open, as always, to sharing her knowledge and experience with the younger generation so they may better themselves.

“Now remember, girls,” Cheerilee instructed sternly. The collared and naked human woman giving a passing glance to each couple she paced around the classroom full of simple cot beds, “remember to arch your back forward while you ride your partners. Slouching won’t do your breasts any favors. I hope you all practiced for this with your master! Don’t forget, the top three scorers on this exam will earn another ticket for growing their breasts another cup size! Cash it in with any changeling you see.”

Cloudy Kicks was just one of the many students occupying a cot. Her partner, Curly Winds, looked rather comfortable below her. Lying face up on the mattress, hands folded behind his head like a pillow, staring directly at her chest. Cloudy though was more focused on her performance, knowing how much she desperately needed the prize. Not all girls were born like Fluttershies! She nodded to Cheerilee’s instructions as she slipped Curly’s rigid cock into her sopping cunt. Cloudy still bit her lower lip as it slid in, suppressing a disruptive moan from the class. Gods, it felt amazing here compared to back home.

“And…. begin!” Cheerilee instructed, hitting the start on a stopwatch. Half the class immediately became a flurry of activity. A good dozen and a half naked, collared, and horny schoolgirls bounced up and down on their male classmates’ cocks with reckless abandon. “Let the moans come naturally to you, girls,” Cheerilee continued, speaking up over the noise. “No guy likes a fake moaner. Enjoy the feeling of them inside you. Surrender your body to its baser desires and the moans will flow naturally out of you with pleasure to match.”

Curly shuddered with pleasure of his own as his rod pierced even deeper into Cloudy’s depths. It felt amazing. Not just the sensation of his rigid pole being treated to a snug embrace while he did virtually nothing, but knowing his cock brought Cloudy such pleasure, judging from her moans, was equally as satisfying.

Keeping one’s back arched was easier said than done, Cloudy soon learned as her body was wracked with familiar waves of perverse pleasure. She collapsed forward, catching and bracing herself on the cot with her hands, inadvertently giving Curly an amazing view of her perky swaying breasts.

Curly, grinning wickedly to himself, responded by hugging Cloudy’s waist to his own and rapidly jack hammering his cock into his sex slave’s tight cunt.

“Oh f-fuck!!!” Cloudy cried out in a lust filled yelp as she came. The guys at her school were in another league of their own! Every orgasm they pushed her to with ease were still scores above any of her climaxes back in her own dimension. Curly emptied his cum filled payload not long after her snatch clamped down tight on his pleasure giving rod. Hilting himself deep inside her until every drop of his load had been safely deposited within the depths of her womb.

Leaning up to kiss her on the cheek. Kisses were always on the cheeks, he knew where those lips had been. Cloudy couldn’t help but chuckle incredulously. She failed.








“Hmph,” Cloudy Kicks pouted to herself, folding her arms beneath her breasts as she and her master walked through the school’s halls. “We should have practiced the cowgirl position more...”

“We have been… it’s just our practice sessions have been focused on all our other classes. Which, I should mention, you’re getting amazing marks in. You’ve got an A+ in anal, an A in submissive behavior, and a B+ in pole dancing. Not to mention you even got that A in Unlocking your Inner Lesbianism.” The Sirens had gotten lucky when they decided to go after CHS in that regard. Normally their songs only affected the minds of men, but thankfully, all the girls at CHS were attracted to them as well! “Heck! Professor Rarity even said you’ve giving blowjobs at a college level! That’s something to be proud of, right?!”

“Hmph…” Cloudy pouted again. They passed more of their fellow CHS students, all of them in similar situations. Girls were naked and collared, always led by a man. Either by a leash, holding hands, or just plain walking behind him.

The school itself had easily dealt with the large influx of new students by doubling up on the living arrangements, seeing as all of the female students were made to share a room with a male. The changes were drastically different to what they were used to, sure, but they had been eased into it so that the whole thing seemed more like a wet dream where anything went.

None of the girls doubted that ‘thin’ was ‘in’ when it came to looks, but even so, many of them were already starting to show a small bulge in their belly that clearly indicated their pregnancy. Of course, they were all well assured their offspring would be taken care of in this magical world. But that also implied they would be staying in this world for their full nine months.

Not like many of them were exactly in a hurry to leave. As far as they had been told, the portal to their own dimension required some unexpected “recharging” and it would take a while, months, even years, before anyone could pass between it again. Though some of the students were actively hoping that never happened, as one way or the other, that would spell the end of their magical perverted adventure. Each day they were in Equestria, the life they held for themselves back on Earth seemed less and less appealing. Trading desks for cocks and homework for climaxes a deal most were happy to make. Many guys were even starting to make long term plans for their stay here, and their female slaves were more than happy to follow along.

“Don’t feel bad, babe,” Curly chided, giving a comforting pat to his slave’s ass. “We can always retake the test again. And if that doesn’t work, Cheerilee has made it obvious she’s really open to guys bribing her for better grades here.”

“It’s not that…” Cloudy replied, “I wanted that prize for top scoring. Bigger breasts from a changeling! Something for me and you!”

“R-really? You want bigger tits?” Curly remarked. “I like you just the way you-”

“Oh come on!” Cloudy Kick said, shooting him a sour look. “We’re not in our world now. You don’t have to pretend you didn’t wish your partner had huge breasts anymore. Just like you don’t have to pretend we’re equals.”

“Heh… yeah,” Curly laughed, eternally thankful he could finally give up that feminist nonsense that he secured himself a girl, as was always the plan. “I guess I wouldn’t complain over a bigger pair. As long as they stay as perky as they are now that is.” Their education in this new world had slowly been easing the CHS students into the new society. It was all heavily implied that in this world, women were property of men. And like any other kind of property, be it a car, a computer, or a house, there were always improvements to be made to them. It was truly magical. With their slaves in hand, they could customize their bodies to fit their cock’s exact desires to the closest detail. But all of that was easier said than done. The changelings were the ones with that kind of magic and they insisted on using it as a carrot to motivate the CHS students along. It happened slowly to individual girls as a reward for a particularly outstanding and perverse performance. Thicker thighs, hips, and most popularly, breasts. Busty petite, as they called it, was all the rage right now.

Cloudy sighed as she pressed her two bare breasts together. “Barely a C-cup. It’s pathetic… I’ve seen some other woman with tits so big I have to wonder how they can even stand up straight. Like they’re half cow or something. And you can just tell how sensitive they are to. Some of them can cum just from guys playing with them!” The pair passed another pair of their fellow classmates on a bench. Octavia, with her own pair of impressive jugs, grinning like a mad girl as she completely encompassed her partner’s cock within her titflesh while squeezing them together and rapidly stroking them up and down her chest. Cloudy had to look away as they walked passed, frowning as she heard the man’s everso satisfied groan as he came all over her tits. If she ever had a daughter, she hoped to the heavens above she wouldn’t have the same shortcomings as she did...

Curly was keen to notice his slave. It was bound to happen here after all. This world put so much more emphasis on a girl’s personal beauty than their home on Earth. That… or it put the same emphasis on their beauty, it was just a lot less subtle about it. Curly had stopped trying to figure it out. Either way, it was likely a girl would likely draw much of their self worth from their body’s measurements. Except here, one could actually do something about it.

“Actually… if it’s bothering you that much, girl, I think I might know of something we could do for you,” Curly said.

“Really?!” Cloudy gasped, her face full of hope.

“They have this school separated for us humans right now… but I did spot some of the other non-human students on the other side of school. For some reason, one of them was a changeling… a female changeling. She might be able to do something with you we if ask nicely.”

“Well what are we waiting for!!” Let’s go!” Cloudy said.








Elsewhere, on a different side of the school, Ocellus and Smolder were meeting and discussing girl things akin to any normal girl sleepover.

“Annnnnddd this one is I call Quickie,” Ocellus beamed, pulling a skinny pink crystal vibrator out of her room’s display case before drawing out some more. “I call this one Steve, and this one Thicky, and this one is called Thorax… it’s the biggest and thickest toy I have! Back before I met any of you guys at this school, all of these toys were my friends! Do you want to see my plugs next?”

“Soooo horny,” Smolder groaned in annoyance, rolling around on the floor and simultaneously rubbing her thighs together, ignoring her friend’s presentation. Ocellus just giggling to herself as she watched her friend’s antics. “I want a dick!!” Smolder exclaimed.

“W-well, I don’t quite think I’m allowed to cast that spell on you,” Ocellus answered, putting her toys back in their case.

“Not that! I mean taking a real dick inside me! Fucking me silly! Plowing me until the sun rises!! Grrrrr, I’m so fucking on edge!” Smolder said, her snatch making a wet mess below her.

“Speaking of on edge, aren’t you worried about your brother?” Ocellus asked.

“I thought I would be...” Smolder replied. “I mean, I at least thought it would be something I wouldn’t need some serious therapy on. But a little while after I got here, all of my stress over it just seemed to… fade away. Replaced with more annoying horniess! Kind of was a real eye opener too, seeing how many of them failed. Guess we could have used a change in culture. I don’t care if you fuck ancient dragon tradition six ways to Sunday if it gets a throbbing cock inside me!”

“Awww, that’s just your heat talking, silly!”

“Well I can’t even tell anymore. I don’t think any of us have ever been in heat this long. And here, everyone who isn’t a dragon even acts like they’re in heat all the time! Now where in Tartarus is Sandbar?!?!”

“He’s still in class helping… ‘educate’ your fellow dragons,” Ocellus replied. “They needed a lot of male volunteers to help introduce them to Equestrian society. Either that or… he’s out smoking more of that reefer stuff again...”

“I wish Gallus and Silverstream were still here. Not hiding back in their own countries,” Smolder said.

“I’m sure they’ll get here soon...” Ocellus hinted.

“Ugggg,” Smolder groaned again for the hundredth time, grinding her hips into the carpeted floor. “Don’t they teach the guys here not to ignore their pets or something? If us girls are just meant for having sex, but none of them use us for sex, then what’s even the point of having us around?!”

“I don’t think he’s gotten to that lesson yet, Smolder.”

The door to their room suddenly opened, causing heads to turn, but it wasn’t Sandbar, rather Curly and Cloudy.

“Ooooooo! A female dragon!!!” Cloudy instantly gushed, spotting Smolder and quickly rushing to her side. “She’s sooooo cute!!!” she squealed, grabbing and squishing Smolder’s cheeks together as she was fawned over like a newborn puppy. “How adorable! The dragons here look nothing like they do on Game of Thrones!”

“Getting horny again…” Smolder groaned in annoyance. She should have felt anger here, but ever since the changelings had thoroughly ‘conquered’ the dragon race, her anger was replaced with lust. Though much more interestingly there was an actual guy in the room now. And with a guy came his penis. Smolder’s attention was quickly pinged.

“Uhhhh, hi there,” Curly spoke to Ocellus. “You’re a changeling, right? I was wondering if you might be able to help my pet slave.”

“Is something wrong with her?!” Ocellus asked, her voice carrying an obvious concern in it. Grabbing Cloudy Kicks with her magic, and flipping her over and quickly putting her down on the bed for examination. Her arms and legs forcibly spread open wide.

“Well… yes, but in another sense, no,” Curly replied scratching the back of his head.

“I need bigger tits!” Cloudy Kick exclaimed, turning her head to face Ocellus and kicking her feet on the bed. “Please!? Changelings are supposed to be able to cast body modification magic on sex slaves like me, right? And it needs to look natural too! Not like those fake boob job operations we have back home where they pump your chest full of plastic.”

“Ewwww... gross!” Smolder shot in. Even being newly returned to the school, she had already heard rumors of the strange dimension these human creatures had been taken from. A world where war was waged regularly and love was not the norm. Also it was apparently a world where they injected woman with plastic. Perhaps ‘taken’ wasn’t the right word for it; ‘rescued’ seemed better.

“A breast enhancing spell?” Ocellus responded, suddenly unsure of the situation. “I-I-...”

“She’ll do it!” Smolder interjected, cutting off Ocellus’s line of speech with a sharp slap to her bare ass, earning a quick yelp from the female changeling. “But… it’ll cost you!” she cooed, seductively rubbing up against Curly’s bulge to convey exactly what she meant.

“Oh… u-uh, sure, I guess,” Curly stuttered at the slender dragoness while thinking, ‘This better not awaken anything in me…’

“I-I can do it, I’m just not sure I’m allowed to! It’s very clearly stated that females aren’t allowed to use body enhancing spells on themselves or others. It’s only men who can!” Ocellus argued in a blushing fluster. “Girls shouldn’t even have magically abilities like this!”

“It also says anyone with a collar has to do anything a guy tells them to,” Smolder shot back at the changeling who was so unknowingly trying to be a cockblock. “I mean it’s literally the first rule they told us when they strapped these things on our necks.”

“I d-don’t know!” Ocellus replied, clutching her head. “It’s all so confusing. M-maybe I should consult Chrysalis. She should know what to do.”

“Why don’t you just do what your heart tells you to?” Cloudy said earnestly, rolling over onto her hands and knees as she let the hooters hang.

Ocellus sighed to herself. Her heart was the same reason she lost all her clothes and earned herself a collar in the first place. She didn’t regret that though so, maybe… she wouldn’t regret this either. “Okay, I’ll do it…” Ocellus resolved, sliding below and in between Cloudy’s hands and knees. 

“T-thank you!” Cloudy gushed. Curly’s cock giving a happy twitch as he watched. Smolder all too happy to relieve the human of his pants so she could see it for herself. Her wide smile lessened slightly upon seeing and remembering male humans unfortunately only had one cock. Still, it seemed like all creature performed better with their one compared to a male dragon with two. Hopefully, proper practice on the dragon’s behalf could change that.

‘Dang, humans are cute…’ Ocellus thought to herself as Cloudy continued on expressing her thanks to her. ‘Maybe I shouldn’t have caved so easily. It might have been hot to see her beg on her knees a little for it…’ She began by lightly groping Cloudy’s breasts with the tips of her fingers as she started to focus her magic.

“OoooOooo… that tickles,” Cloudy giggled, curling her toes as her breasts started to glow with Ocellus’s magic. Ocellus tried to concentrate, this spell wasn’t as easy as other changelings made it seem! One slip up or uneven distribution of magic could cause one breast to be bigger than the other, or cause both of them to lose their perkiness and shape! “Mmmmm ohhhh…” Cloudy moaned, biting her lip as she felt a pleasant tingling sensation arising from her breasts. Slowly but surely, her twin mounds started to grow like balloons filling with air. Ocellus’s eyes grew wide with them. “B-bigger!” The schoolgirl moaned, feeling her chest starting to become heavy. The changeling beneath her obeyed, Cloudy’s breasts growing until they plopped down onto Ocellus’s face.

“F-fuck… yeah t-that’s the gooooood stuff…” Smolder drooled off to the side as she moaned into the floor. Curly had her down on her hands and knees until her arms gave way. Now he was merely rutting the dragoness at a steady pace, seemingly all it took to drove the sensitive creature wild with his cock. Curly nevertheless enjoyed the view of his effect on him. Maybe later, he could ask Ocellus for some increased sensitivity in his pet’s pussy as well.

Meanwhile, Ocellus couldn’t resist attaching her lips to the nipples of her recent work. Suckling like a nursing youngling thirsty for milk. The changeling used her magic next, levitating Quickie out from her display case, turning her vibrations on, and pushing her into Cloudy’s dripping slit. She didn’t care if she was punished for casting that spell. It was totally worth it!

“OOooooo fuck!” Cloudy screamed as she bucked her hips into the toy. As if she needed anymore of a reason to love changelings. A hand of hers shot to her newly improved rack, eagerly playing the massive mound as she grinded her hips against Ocellus.

“H-h-hey, girls!” Sandbar called out as he burst into his room… only for his bloodshot eyes to spot the midst of the orgy both below and on his bed. “W-whooa… heavy...” he giggled, slowly slipping out. Slipping a tie on the doorknob as per the custom now.








*Knock knock*	

Silverstream, who had been joyously humming to herself as she brushed her hair, only to jump slightly when she heard the sound of knocking. Not from her bedroom door, however, but rather from her patio window.

“Hmmm? What could that be?” The hippogriff spoke to herself, cautiously setting down her brush atop her dress. Rising from her chair, she slowly tiptoed over to the window, unlocking the hatch and pushing it open.

Nothing seemed out of the ordinary. To her, it just seemed like another wonderful moonlit night at Mount Aris. The stars were shining brightly in the sky, the lamps lighting the streets below were dimmed as the mountain’s many hippogriff inhabitants prepared themselves for sleep. It was a beautiful sight to behold, causing Silverstream to sigh in contentment. That was, until a blue blur flew directly into her open window, tackling her to the ground as the two rolled over the carpeted floor several times.

“Haha G-Gallus!” The bubbly Silverstream giggled as the griffon playfully wrestled the hippogriff into submission. Gallus grinned to himself as he pinned his friend to the ground. Easy given she was laughing too much to put up a decent struggle. Though for Gallus, it was as good of an excuse to get his claws on his secret crush than any other. He felt her outfit as he held her down. A thin cyan tank top with a mere bra beneath. Below that was a simple set of short shorts. Emphasize on the “was”.

A loud ripping noise was heard. “Oh oops,” Gallus whistled innocently, noticing his claws had so accidentally cut through the fabric of Silverstream’s shorts. The ruined garment falling in a heap to the hippogriff’s legs as Gallus let her get up. As expected, Silverstream barely seemed to notice or care.

“What are you doing here, Gally?” Silverstream asked  with glee, hugging her friend.

“I thought I would drop in for a surprise visit,” Gallus said with a smile, more than happy to return the hug. “It’s been awful being separated from you guys for so long. You know, because of all the stuff happening in Equestria and all.”

“Oh I know! It’s awful, isn't it?” Silverstream replied.

“Yeah, sure is…” Gallus said, though thoroughly distracted catching the sight of Silverstream’s now bare slender legs while wearing a cute cyan set of panties.

“Have you heard from Smolder though?” Silverstream continued, walking back to her dresser as she resumed brushing her hair. Completely oblivious to the fact that her friend was drinking in her form like he usually did.

“Well, I did write her some letters… but I haven’t heard back from any of them. I’m still not sure if mail is something dragons ‘do’ in the Dragon Lands. What about you?” Gallus answered.

“I’ve only heard from Ocellus and Sandbar. They said they’re both having a great time and we should come visit them in Equestria.” Gallus’s eyes perked up at this. “It’s crazy I know! If you ask me, they’re both being mind controlled into sending those letters to us! Hehe, we both know what’s going to happen if we go there now with the changelings everywhere!”

“Y-yeah… crazy, how about that,” Gallus sighed. His hopeful boner dying down. Silverstream had always been the flirting outgoing type with him during their time at Twilight’s school. And, like any griffon looking to get his cock a little wet, Gallus had been slowly working his way into Silverstream’s bed. Which was surprisingly typical behavior for students at the Friendship school. Coed housing. Everyone got along. Young, attractive, and hormonal students. A complete and utter lack of supervision during most hours of any day. It was the perfect formula for scoring some action. That was until the changelings invaded Equestria, causing all the students to flee back home for their own safety. The irony was not lost on Gallus with how changelings, of all creatures, ended up being the ultimate cock block.

Sure, Gallus could have visited her at Mount Aris and continued his efforts, but as Silverstream wrote in her letters, unlike at school, there was an actual risk in their relationship here…

Silverstream promptly stopped her brushing as the two of them both heard muffled footsteps from outside the hall. They came and went, however, causing the two teenagers to breathe a sigh of relief.

“You know we’ll get in trouble if you get caught here, Gally,” Silverstream said in a hushed serious tone now. “Daddy will throw a feather fit if he catches me with a griffon! Especially one in my bedroom this late at night!”

“I know… I just wanted to see you,” Gallus grinned, the power of his cock having finally convinced him the risk of visiting was totally worth it. Silverstream’s dad was a bit old-fashioned like that. And Silverstream herself was pretty close to royalty as it was. Which certainly explained, judging from the looks of her house on Mount Aris alone, why she seemed so well off.

“Awwww, you’re such a sweet friend,” Silverstream gushed. Gallus’s smile and cock both wilted at the sound of that word.

“And I know if the changelings ever target you guys, I won’t get the chance to see you again...” Gallus continued with a frown.

“Pretty much!” Silverstream replied. “Queen Novo already laid the plan out for us. We’re able to sense if any changeling even gets remotely near us. When that happens we’re all jumping right back into Seaquestria again! Figure the changelings aren’t as good as swimming as they are at taking over kingdoms!”

“Yeah… wonder what they’ll do then,” Gallus chuckled to himself, picturing the scene in his head. A swarm of changelings all suited in casual fishing attire and equipment, throwing their lines down into the ocean and whistling as they waited for their cock’s newest catch. Their bait being not food but cock-shaped dildos. The perfect way to attract a woman’s mouth to them!

“Heh heh. Well, I should probably be getting to bed,” Silverstream stretched and yawned, unknowingly catching Gallus’s eyes once more as she pushed her bust out. “I’m sure something will come around and stop those nasty changeling queens! Something always does! Evil never wins in Equestria. At least, that’s what our professors taught us!”

“Wait, before you go to bed, can you try this on?” Gallus said walking up behind Silverstream without waiting for an answer.

“What?” she asked, puzzled as she felt something wrap around her neck. The ends of a collar fused around her neck. Before she could react, a magical force yanked her arms behind her. Emerald magic shot out of the collar, wrapped itself around her arms and legs, then solidified into a sturdy rope. It all happened in less than a second, rendering Silverstream completely immobile as she toppled to the ground. An optional red ball gag also popped out of the collar as if a cherry on top to the whole ordeal. “Gally?! W-what’s going on?!”


“Look, I haven’t been entirely truthful to you,” Gallus spoke, casually playing with his bound friend’s rump now. “I have heard from Smolder. And Sandbar. And Ocellus. And Yona. They’re all in Equestria, without us, and having a great time with the changelings... apparently.”

“R-really?!!” Silverstream gushed.

“They even sent me mail. And pictures. A whhooollleee lot of pictures.” The hippogriff felt something hard twitch into her bouncy behind. “They want me to join them back at the school, but... they want me to bring you along too. That’s actually kind of a new rule too. The changelings came to our land and offered everyone a mountain of gold if they captured a hippogriff female and brought her to Equestria. Not to mention they also get permission to live there with their new slave. That is, assuming they aren’t already in a relationship. Something about getting the most love or something. Besides that though, it’s a pretty good deal, all things considered. Live it up in Equestria with more gold than most of us see in a lifetime.”

“You’re abducting me for gold?!” Silverstream exclaimed.

“Actually, I’m catching you for free. And because tagging you means I get dibs on you.”

“Awwww, that’s so sweet!” Silverstream quipped.

“Wait… really?” Gallus asked.

“Well, yeah! I mean, wouldn’t it be rude for me not to get a compliment out of that?”

“You’re really weird sometimes, Silverstream, you know that?” Gallus sighed. This had gone much differently when he played it out in his head. “Whatever. I just don’t want Sandbar knocking you up before I get the chance. He’s already claimed Yona.

“Yeah, I figured,” Silverstream giggled as her collar began to glow. “I just can’t wait to see all my friends again! And it’ll be fun having my family there too!” 

With an emerald green flash the hippogriff vanished into thin air, transported to Equestria. Gallus shrugged at the empty space where his friend once lay. Pulling out several more sex slave collars, he stared at Silverstream’s window.

“Meh, I got some extra time. I could use some extra gold,” he said, idly tossing the collars in his hand. “Besides, how often does anyone get the opportunity to do something as fun as this?” Quietly, he slipped back outside. Few hippogriffs were even awake at this hour to notice, but it was open season at Mount Aris. Griffons were sneaking into house after house, doing the changeling’s dirty work for a night in exchange for a promise of lifetime of ease. The griffons were quiet as well, slipping in and out of a home in a matter of minutes without so much as a creak.







Lightning Dust sucked in a deep breath, holding it with a wide smile as she held a steady gaze forward. On both of her sides, pressed up against her shoulder to shoulder, were two additional mares, with more women on their sides. Eight mares in total, the finalists from over a hundred entries, all doing what they always knew they loved: being favorably judged by men. It was the annual Cloudsdale Sex Slave Competition, an event involving women from every corner of Equestria coming out to be graded by a series of professional male judges.

And, like any other competition, Lightning Dust had spent weeks training with her master, Soarin, in order to prepare. They graded mares on everything… and that was even before their performances! Their faces, bodies, and figures. Other things like their flexibility, RSF (resting slut face), and tightness.  And Lightning Dust had been patiently standing on stage in front of a giant crowd of cheering stallions and envious mares, all while the judges peered at her breasts with measuring tapes in hand. There was plenty of groping, prodding, pinching, and rubbing, all of which Lightning Dust enjoyed feeling on her massive chest, so she couldn’t complain.

With all of that tallied up and accounted for by the judges, each mare was awarded an official hotness rank from 1 to 10. Some mares called it quits there, taking their number as a status symbol itself they wore proudly as a badge of honor. It went without saying that a high or low number greatly affected a mare’s selling price and desirerably.

As the judges retreated, Lightning was reminded that the competition wasn’t all good. For some reason in this contest of beauty, the judges insisted on putting each mare in front of a microphone and asking them the same trivial question. As if any of the girls up here needed to attract a guy with what was in their heads while they had tits like these. Sometimes, Lightning just suspected it was just an opportunity to show how dull they were compared to stallions, and the other mares relished an opportunity to reinforce that image. But, a smiling Lightning Dust knew, if she showed any hint of a brain on stage, Soarin would be fucking it out of her as soon as they got home.

The first mare went up to the microphone as the crowd grew silent.

*Ahem* “Contestant number one…” the male judge from the side asked, reading the question off a small card. “What do you think should be done to make Equestria an even better place to live?”

“Absolutely nothing!” The mare answered with a giggle and without a moment of thought, hugging her tits together as she flaunted them to the crowd. “Equestria is already the greatest nation that has ever existed!” The crowd erupted in cheers, the top-heavy mare giggling some more, shooting several kisses to the crowd before moving back to her place in line with the other sex slaves. Sashaying her hips from side to side. Lightning Dust rolled her eyes at the obvious pandering. All of the women up here were practically guaranteed to be twitching, moaning, cum drenched messes before the end of the night. There was no need to brown nose.

The second mare, smiling widely with a sense of beauty, waltzed up to the microphone next. “Contestant number two. What do you think should be done to make Equestria an even better place to live?”

“Personally… I would enjoy seeing all woman in the world brought to their knees in Equestria and shown what they are missing out! Most of them are just living as savages, not knowing the true joy of enslavement and what a real culture looks like! Griffons, hippogriffs, zebras, minotaurs, even yaks! Every single one of them! All these women need to be collared and enslaved for our perfect men to enjoy!”

‘A changeling pleaser,’ Lightning grimaced in her mind as the crowd cheered again. Many of the judges on the panel were changelings, all of whom seemed quite pleased with the mare’s proper response. ‘Well we all know who shes going to bed with...’ The mare leaned forward, opening her mouth, only to stop and read the note left on the microphone: ‘Contestants. Please do not try and deep throat the microphone again.’ The mare stumbled back, shooting an awkward giggle and shake of her chest before waltzing back to her spot in line.

Lightning sighed as she walked up to the microphone next. She knew it didn’t really matter what kind of face she had, all eyes in the room were either locked to her tits or pussy. That was the advantage of having a figure like hers. Well, all of them were staring except Soarin, who was cheering like a mad man from his seat in the middle room. Lightning chuckled briefly at her dorkish master.

“Contestant number three. What do you think should be done to make Equestria an even better place to live?” 

This wasn’t the first time Lightning had thought about this question. Unlike what the first mare had said, Equestria was not perfect. And unlike what the second mare had said, more enslavement was not the solution. There were still many, many mares out there… all willing to be a man’s obedient horny slut, some even with tits as large as hers, and yet, they could not find masters. Equestria had always had a gender imbalance, and the influx of abducted non-pony women hadn’t exactly helped the issue. To put it plainly, there wasn’t enough cocks and cum to go around. Most of these mares were deemed masterless, and homeless, being caged in pounds with only the comfort of their fellow women to satisfy their urges. They had to beg on the street for cock to satisfy their hunger and to nourish their bodies. It was a travesty many simply ignored with others like Lightning being all too thankful they had a kind stallion to hold them each night. And that was why Lightning had the perfect answer for her question.

“I think… I think the best way we could improve Equestria is to make the 1 to 10 ranking system an official and magically automated system for all collared women,” Lightning Dust spoke proudly. The crowd didn’t cheer, rather, it seemed like they were taken aback by her answer. “With changeling magic it’s possible to create a spell that monitors and grades them based on a set system! Not just their bodies, but their attitude as well! Women who obey men, properly service their needs, and live happily as a sex slave can be assigned higher graded numbers. Slaves who talk back to men, put their own needs before their masters, think of themselves as equals, and feel like they deserve more could be sensed by collars and assigned a lower grade. Our numbers could be displayed right here!” Lightning exclaimed, pointing to the front of her sex slave collar. A hanging tag there would make perfect spot for a number. Hopefully, a two digit one. “For all sex slaves though, it would give us a reason to improve ourselves! A tangible number that quantifies our worth to the world based on our actions, it would be perfect!” The crowd and judges were all murmuring with each other now. Lightning didn’t know if that was good or bad, but that wasn’t going to stop her now. She was on a roll. “There are thousands of perfect mare out on the streets. Solid 10’s! With this system it would be easier to identify them for ownership! They have the exact right mindset any woman needs in this world, so they deserve to be bred! Those qualities need to be passed down to future generations of mares so they can grow and be improved upon. Who knows? With their genes maybe their daughters will grow up to be 11s!”

“Wait… 11 ranked mares?” Soarin muttered to himself in the crowd. “Is that even possible?”

“Yeah man,” the stallion to his side answered. “Only the four alicorn princesses of Equestria are at that level right now. Have you even seen them? They’re all solid 11s! Nothing against the mares on stage, but the princesses are all 1 hotter than them.”

“Why aren’t they just ranked as 10 and make the grading for 10 slightly hotter?” Soarin asked.

The stallion seemed to ponder this question for a long while before answering, “the princesses go to 11…”

It wasn’t long after that the competition was concluded. Out of all the finalists, Lightning Dust was awarded... last place. Apparently, mares with a brain was considered a turn off to many stallions. Most just writing it off as a fault of the pre-invasion times and waited for it to disappear with the new generation of sex slaves.

However… not even a few days after the event did something marvelous happen. A number appeared on Lightning Dust’s collar… on every sex slave’s collar in fact! Lightning’s read as an 8.7 rated mare. That was, 8.7 on a new Equestria rated scale where the standard of beauty had greatly increased. If it was old Equestria, she would have been a solid 10. However, after a normal day of sucking, bucking, throat fucking, and obediently caring for Soarin’s every cooking, cleaning, and eye candy need, the number on her collar had risen to an 8.8! Soarin had, of course, received credit for Lightning Dust’s idea, no matter how many times he tried to claim he didn’t put it in his sex slave’s head. But… Lightning herself couldn’t have been happier. She wasn’t one to care for personal credit now, just that it happened. The newspapers were in a frenzy of reporting the uplifting news how any mare with an 8 or higher rating was scooped up from pounds across Equestria at bargain prices! Each of those lonely mares now living happily in their master’s loving home as they were put to use breeding the next generation of attractive pony lovers. And, on the other side, poor quality mares with a below average score were either sold or shipped off for training. In some extreme cases, Nexia’s mind changelings even used the numbers to easily identify which women needed a ‘session’ with them.

In any case, Lightning Dust slept easy and content knowing that she had helped make Equestria a better place. But, it also helped her sleep with Soarin ruthlessly trying to fuck that giant brain straight out of her head each night.
> Enter the Land of Zebrica
> --------------------------------------------------------------------------

“AAAAAAA!” Raven ran screaming in horror, flailing her arms about overhead as she ran for her life on the upper deck of a rather large yacht. With nothing but a vast sea and clear skies around her, the naked mare had nowhere to hide as an emerald blast of magic shot towards her feet. Taking shape as a length of a rope, the magic rocketed to her ankles, connecting and wrapping several times around her limbs, causing her to instantly stumble and fall onto the deck. Not a second later was a jet black youngling atop her back, hissing menacingly as he bared his fangs in a vicious growl. Ever still, Raven attempted to struggle for her life, crawling in vain. But even at his young age and significantly smaller stature, the changeling boy was still a good deal stronger than her, roughly grabbing her arms with his hooves and forcibly yanking them behind her back. Another flash of his magic secured her wrists, effectively immobilizing his captive who was now at his complete mercy. Flipping her over next, the changeling pulled out a plastic ball gag, forcing it into her mouth to prevent the mare from calling out for help or from warning others. A blindfold was fastened on her flailing head next, cutting off her vision completely as she was hauled away.

“Very nice, son!” Pharynx called out with a proud cheer and clench of his fist. “You see that, students? That is how you do it!” The other occupants on the ship, changelings, ponies, dragons, and griffons, young and old alike, all gave a round of applause as the youngling boastfully held his chin up high as he carried the now bound Raven off like the prize she was.

“Splendid acting, Raven,” Luna commented to the bound pony as she was plopped down next to all the other tied up sex slaves used for training purposes. “It seemed quite realistic this time.” Raven gave a moan of acknowledgement to the lunar alicorn’s words but could do little else. “You too, Pharynges,” she added, leaning over and planting a tender kiss on her son’s cheek. The youngling shot his mom a wicked smile before scampering back to all the other students, plopping down his flank to sit before his dad in the impromptu class setting.

“Good demonstrations aside,” Pharynx went on as his son rejoined the class, “you have to remember, unlike our practice slaves, the uncultured zebra women we are likely to encounter will be wearing actual clothing.” Some of the younger girls recoiled in disgust at the very thought. “Yeah… that’s right. So, after you get them on the ground and safely secured, guys, it’s very important you strip them out of whatever they are wearing. It doesn’t matter what. If it covers or conceals their bodies in any way, it has to come off. It’s usually easy enough with a few good yanks, but if their clothing isn’t as prone to tearing, we will be supplying you all with knives so you may cut through the material easier. And, while you have those knives out, pressing the dull, remember, dull, side of the blade into their skin is an excellent way to keep them calm and let the women know you mean business. Now… why don’t you all break off into master/slave groups and practice again. Girls… I know it goes against your every instinct you have, but try and resist your masters as they attempt to tie you up, okay?”

The class all nodded excitedly as they broke off into groups around the deck of the ship. Pharynx rubbing his hands excitedly as he sauntered over to the railing, standing beside the changeling couple of Tylus and Seta. “So…” he began with a tone of half smugness and half feigned professionalism. “I can’t help but notice your son and his slaves are once again absent from our little class. I trust that must mean you two have already trained your boy in all the necessary skills he’ll need for our mission in Zebrica. It’s not like you guys are, heh heh, ready to send Cercus out into the wilderness unprepared or anything.”

The changeling parents both exchanged nervous glances with each other. “We’re so sorry, sir,” Seta replied to the changeling royalty with a respectful bow. “It’s been hard getting through to him recently.”

“Well you better shape him up,” Pharynx scoffed with a shake of his head, dropping his previous act in an instant. “Like it or not, that boy has caught everyone’s eye. So what he does and how he performs affects how the creatures of Equestria will see us all.” He turned to face his own son, practicing in the midst of all the other students. “Now, on the other hand, my boy Pharynges there is already abducting women at a level three years above his age group. The son of royalty and given the right to own royalty,” he added, watching as Pharynges slammed his slave, Flurry Heart, into the ground. The filly wincing slightly in displeasure as the grinning changeling easily hogtied her limbs in one fell quick swoop. “When the creatures of Equestria look at him, do you know what they are going to think of him and, by extension, changelings as a whole? Masculinity, strength, power, virility! A boy becoming a proper alpha male as he leads the charge to bring a proper culture to the sex-starved savages of this new land. A proper hero fit to rule! He-”

“We’ll see what we can do about the boy...” Tylus said solemnly, wanting to stop his leader’s monologue before he talked his ear off.

“Hmph, see that you do,” Pharynx remarked as he walked off to supervise the students once more, patting his son proudly on the head as he moved between the groups.

“I don’t know what happened,” Seta said to her master with a lost shake of her head. “Cercus just seemed to lose all interest in this stuff after he… you know.”

“You checked to make sure he was all right in the head after he came back, right?” Tylus asked.

“I did! He assured me a dozen times he was fine!”

“He was such a good student before though! He had perfect grades! He earned the right to own two slaves at his age. He was always jumping at opportunities to learn stuff like this. I just don’t know what happened.”

“I think I should go and have a chat with him,” Seta sighed. 

“I think you should too,” Tylus remarked.

“Fine,” Seta sighed, knowing he didn’t like to go below deck where all the students were housed. More woman’s work. She turned to leave, then turned back to her master. “How about a kiss though, master?” she asked, leaning in to him. 

“I don’t think so,” Tylus shot down, pushing her back with a finger on her collarbone. “I know where those lips have been.” He turned her back around and planted an ever loving slap on her bubbly rear end, giving Seta a jump and giggle. Knowing that the spank indicated fun later, it was more than enough to satisfy her for now.







Below deck of the yacht, one of the many ships enroute to Zebrica, were the quarter's housing, as many of the students put the ‘old fogies’. Below that level was where the students themselves were housed. And below that was an even larger storage area, empty for now, but hopefully full by the time they headed back… 

In the student quarters however sat a lone, soundproofed room in the back of the ship where three youngsters and one remarkably busty dragoness all reclined lazily and happily together in a single bed. Surrounded and concealed by a meticulous and glorious blanket fort they had constructed, the three students relished the literal warmth their Dragon Lord turned sex slave provided with her mere passive presence.

For once, Cercus was as naked as the girls, his school uniform folded up by his slaves and laid in a neat pile beside their bed. Ember was laying on her side, head propped up with a single arm as she smiled at the young changeling boy making a pillow out of her tummy while nuzzling her tits to his cheek. Luster was on her stomach, her head exactly where she loved it to be as she joyously slurped and sucked away at her owner’s amazing cock with her skillful mouth. Winter was at Cercus’s side nuzzling into her master.

“I think my boobs are going to come in big,” Winter cooed, grasping one of Cercus’s hooves and bringing it directly to her chest where he could feel the exact spot they would grow in when she was older. The changeling more than happily gave the location a few testing squeezes before remaining locked in place.

“You think so?” Cercus mused with a tone that tried to hide his great interest.

“Don’t be like that, master! I can tell you want them big,” Winter giggled, “but you wanted to let them grow out naturally instead of using magic. You’ve been nothing but pure nuzzles to Ember’s tits this entire trip.”

“Mmmmm, it’s true,” Cercus cooed, turning and rolling his head over the soft voluminous flesh that made up the dragoness’s benevolent breasts. It felt almost surreal, believing that he didn’t deserve such lovely company. While Ember was no changeling, even she felt as if she could feel the love emulating from the boy as he played with her chest. She herself felt a tad giddy, in a way, to be treated like such a prize. Spike was great and all, but he had gotten too accustomed to amazing women and never really showed such affection.

“Well you certainly will be large, Winter,” Ember added in with a light chuckle, reaching over to feel up her fellow slave’s chest alongside her master’s hoof. “The signs are all there. But, then again, dragon and kirin biology can be different.”

*Slurrrrp* Luster sucked before popping the slick cock out of her mouth to blurt in, “I heard, from Amber, that if a slave is submissive enough, over time her body will instinctively shape itself to whatever it feels their master desires! Maybe that’s what’s happening.” The moment she finished speaking she slid her lips right back down on Cercus’s member.

“That would make sense. Big tits are the one thing always in fashion! And I would love to have a pair like yours, Ember,” Winter replied, giving yet another respectful grope of the dragon’s chest. “It’s like yours just grew and grew and didn’t feel like stopping until the men around you were satisfied with them!”

“Ms. Twilight always says the first sign of submission is body language!” Luster quickly added again.

“Ooooo, I know! Ember, on your hands and knees, above me,” Cercus ordered the ruler of dragons.

“Heh, alright,” Ember chuckled, playing along and dropping Cercus’s head to the cozy mattress as she dangled her bare tits a mere inch away from the youngling’s nose. Unsurprisingly enough, she was accustomed to her chest being the center of attention in any given room. “I love how boobs always look so much bigger this way,” Cercus giggled, drunkenly grasping and squeezing her drooping mammaries like udders on a cow, complete with the milking motions as he brought her nipples into his mouth, giving them both a rippling suck before letting them bounce back into position.

“Heh heh, you damn brat,” Ember chuckled as her body began to roll with pleasure. Just like the sexperts they were trained for years to be, the three kids had easily identified her breasts as her weak points and had been focusing on them since day one of their journey.

“Wait… so if you got pregnant, would they get even bigger?” Winter asked.

“No… dragons get pregnant differently from you kirins or ponies. Our stomachs and tits don’t get fat, we just pop out an egg then get on with our lives,” Ember groaned through her enjoyment. Even Luster glanced up from Cercus’s cock and giggled at the sight of her master taking those tits in again, in turn sending rippling waves of vibrating pleasure to the changeling himself. The dragoness couldn’t help but notice her attentive, suckling changeling taking a pause as he clenched his eyes shut with a groan. Luster mewled happily like a kitten as master’s cream flooded into her mouth. She hummed in contentment as it came, stroking the exposed part of Cercus’s cock to properly coax the entire load out. Winter didn’t even need to see to tell that her master had cum, or what Luster had in mind. All three of them knew each other like the back of their hoof. Moving on the bed until they perpendicularly straddled their shared master, the two sister slaves engaged in a loving kiss as Luster’s tongue pushed her fair share of Cercus’s load into Winter’s awaiting mouth whereupon they both swallowed with satisfied gulps.

“Mmmmm, thank you, master,” the two girls moaned in perfect seductive unison, leaning over to plant two thankful kisses on the sides of Cercus’s happily twitching cock.

“Your cum sure tastes better than ever lately!” Luster noted with glee as she crawled over to take her standby spot besides her changeling mate, engaging in some rather lewd hoof holding with him. Winter, on the other side, went down lower and straddled her master’s still full mast cock. It seemed after recent events, Cercus had at least earned the ability to pump out more loads consistently. Loads greater in both quality and quantity.

“Do you want my pussy or ass this time, master?” Winter asked.

“I think you already know,” Cercus said, his rod bobbing in excitement as he wiggled his hips excitedly. Winter giggled knowingly, using her gentle hoof as she lovingly guided the changeling’s cock into her dripping cunt. Meanwhile, Luster watched with perverted glee as Winter braced her hooves against Cercus’s groin before she began to bounce her flank and moan away on the youngling’s towering spire. 

“Hey now, pay attention down there, Shrimp!” Ember instructed the boy below in mock sternness, shaking her dangling tits in Cercus’s face. “My tits aren’t going to milk themselves!”

“Cercus… are you still in here?” The soft voice of Seta was heard suddenly, pushing her way past the draped blanket fort to spot her son staring at her like a deer caught in headlights, with Ember’s tit in hoof, her dark azure nipple a mere inch away from being brought into his mouth.

“Ugggg, mom!” Cercus groaned, quickly using his magic to throw back Ember’s arms, causing the surprised dragon to collapse atop of him, concealing his head in a twin mountain of titflesh in an odd attempt to hide himself. “I’m trying to enjoy a moment with my girls!” the now muffled voice of the youngling spoke. Winter brought a slow pause to her bouncing as Luster respectfully assumed a sitting position facing her mother-in-enslavement.

“Cercus… you’ve had a moment with them. All of the moments. You’ve literally spent weeks worth of time alone together in this room,” Seta said calmly. 

“Not true… we were all asleep for like… a third of the trip. That time doesn’t count,” the muffled Cercus retorted.

“Don’t you think you can spare some time to join all the other students on the deck and learn some skills you might need to know in Zebrica? Like how to pursue and secure a fleeing mare. It won’t be long until we make land at our destination and have to put those skills to the test.”

“But I don’t want to do things that way anymore, mom!” Cercus exclaimed, rolling Ember off of him to face his mother directly, the dragoness still blinking in confusion at this slightly awkward family conversation. “Tracking down zebras? Tying them up? Ripping off their clothes? That just seems so mean! It’ll make the zebras resent us. Besides… I practiced my bondage skills on Winter and Luster last night. They couldn’t get out of it.”

“True!” They both chimed in.

“In fact I even had trouble untying the knots I made. It was a whole heck of a mess!”

“I mean for zebras, dear. It may be unpleasant but we have to, honey. You know as well as everyone else, women should not remain as free individuals. Just look at your girls! How miserable do you think they would be without you in their lives?”

“Also true…” Luster had to admit. Winter nodded in agreement.

“I know that… I just think we could do things differently…” Cercus shrugged.

“Well then… how would you have all of the zebras join us? Hmmm?” Seta asked, taking a seat off the side of the bed, hoping to at least give her son some interest in their mission from this conversation.

“By talking to them and convincing them?” Cercus stated.

“With talking…?” Seta spoke slowly with a pause. The type of parental pause that was supposed to give her son ample hint and time to realize how foolish of a thing he was saying. But no such realization occurred. She sighed. “Cercus… when your father was your age, he was abducting entire families' worth of mares and fillies from Equestria. Sure, they were scared for a little while they were gagged and tied up together, but he made up for it afterwards when they were put to use. Now do you think he would have been able to score a family-wide orgy of mothers and daughters had he simply walked up to their front door and tried to ‘talk’ them into it?”

Cercus grumbled at his mother’s point as she placed a comforting hand on his shoulder. “At least let us practice your mental magic, honey. You are the first male in the existence of my hive to have such powers. Many changelings are expecting you to do a great many things with them after all.”

“Mind controlling zebras seems worse than the tying them up option!” Cercus exclaimed in a fluster.

“It’s necessary, Cercus,” Seta stressed again, concealing her desperation of hoping to keep her son on the right path. “We can’t ‘talk’ to them because our prey are never logical. Sure, in a perfect world we can simply tell them of the wondrous utopian Equestria we helped build and how the denizens of the land live happy endless lives, and that would be enough to convince them to join us. But we expect the zebras to be just as stubborn as all the rest. That is why my hive was given such powers to begin with, to force their hand.” She bopped him on the nose.

Ember had to admit, she had a point. When she ruled in the Badlands, there would have been no amount of talking that could have convinced dragons to join up a sex-centered society. Heck, no amount of talking would have even been able to convince some of the guys to be even slightly less unbearable. She had always reasoned that was why the Bloodstone Scepter was created as forcibly controlling all dragons everywhere was the only way for their species to allow any sort of ruler. And she may have thought Chrysalis was a biggest bitch bug of the highest possible magnitude, but Ember understood why the queen relied on trickery and deception to get what she wanted from them.

“Accck! Urrgggghhhh…. m-my heart…” Cercus suddenly groaned in sudden pain, clutching his chest. “It hurts!!!”

“That only worked for the first few times, but now I’m not buying it again, young man,” Seta said firmly.

“...Fine...” Cercus moaned as he dropped his charade. If it would get his mom off his back for a while at least.

“Good!” Seta clapped cutely, finally getting through to her son in some way, before looking around the room of guinea pigs. “I doubt Winter or Luster would be good subjects, seeing as you are likely already part of all of their memories. Here… let’s use this one,” Seta said, levitating Ember over to lie face up, front and center, on the bed.

“I have a name you know,” Ember growled as she was made the center of attention. “I was Lord of the Dragons… hello?”

“Quiet you,” Seta chided, delivering a quick pinch to the dragoness’s erect nips as Cercus straddled her chest. “Now… place your hooves upon her head and concentrate.” Cercus nodded as Ember stared on uneasily at him. When they told her she would allow men to do anything to her, she assumed that meant being treated as a sex pet and cum storage unit. She was right in that regard but didn't realize it also meant she had no choice but to serve as a test subject in a male’s magic training as well! 

Seta turned away in thought, trying to deduce the best choice of words she could use to explain the possession process to her son. “Okay… use your magic. Try and imagine yourself as a listless cloud, floating away in a gentle breeze, like a leaf in the wind. A cloud that floats through the skin… envelops the brain… and…”

“Mom... I’m already inside her,” Ember suddenly spoke out, causing Seta to whip her head back around. Sure enough, Cercus's body was gone!

“Wha-amazing… I’d expect nothing less from a male!” Seta proudly boasted. Maybe her son would have a leg up against Pharynges after all!

“This isn’t bad for her is it? The last thing I want to do is hurt Ember,” Ember said.

“Don’t worry, it is perfectly safe as long as you want it to be. Besides, there’s plenty of empty space in that head. I’d estimate she can fit a dozen of my sisters in there!” Seta replied.

“Okay… you know I’m right here, right?” Ember replied annoyedly, wanting to reach over and spank the mouthy changeling mother but her body moved with a will of its own. It felt like a non-stop series of involuntary movements, but rather than random spasms her limbs were moving with a greater purpose. 

“Oooo, that looks like fun!” Winter called, her and Luster exchanging grinning glances before crawling their way towards the dragoness sex symbol.

“Wait! Don’t touch her while I’m in here!” Ember called out to them, holding her hands extended out to stop them. “I can feel anything she feels, and that’ll just be weird for me!”

“Huh, do we still have to listen to master’s orders when they are coming from Ember’s mouth?” Luster jokingly asked.

“I don’t know… technically she’s at the same level we are...” Winter joined in.

“Now you have full control over your host's memories!” Seta beamed as she continued on. “Go on… change whatever you like with your slave. She's fully customizable! All it takes is a simple thought! Make her lust after animals, or believe that your cum makes her tits grow larger, or… or insert memories of how she was sexually molested by her subjects during her reign as Dragon Lord!”

“But I was actually molested like that!” the real Ember replied.

“See? If they say that it means you’ve done it, Cercus!”

Cercus felt a tinge of fear emanating from within the dragoness’s possessed form, but he held her tongue. “Why would I do any of that?” EmberCercus quickly asked. “Ember is already perfect as she is!” The fear vanished in an instant, replaced by radiating affection and love. It felt wrong even feeling it like this, like he was cheating.

“Land Hoe!” A stallion’s voice from the crow’s nest was heard calling out the top of his lungs from the entire boat.

“Hmph, it seems as though we are out of time already,” Seta huffed, glancing out the side window she could faintly make out a distant landmass that was their destination. “Get out of your slave, Cercus. They are going to want everyone in one place when we land.”







Elsewhere in Zebrica, inside a large lone room full of ornate jewelry and crystals, a single zebra mare gently stirred awake. Layers upon layers of smooth silky bed sheets flowed off her limbs like water as she rose upwards, revealing a luscious set of curvaceous curves textured in stripes of grey and black. Not a word was spoken as she opened her regal eyes, seeing only many more staring silently back at her from every direction, waiting for this moment. Lowest to the floor were zebra colts, many of them… enough to fill a full semicircle around her grandiose bed.

The woman in the bed offered no words or expression to their presence, merely promptly leaned off to the side and hooked her hands around the slender body of the first one to her left side. The colt’s legs curled in the air as he was momentarily hoisted upwards, dragged over, and set directly before the beautiful naked mare on his back. Craning his head upward to retain his view of her, the colt was surprised to see the zebra mare’s hand reaching between his legs! Instinctively he tried to push her away, but the wordless mare had seemingly been expecting that, placing her other firm on his chest to hold him down in greater strength.

The colt’s eyes shot open wide as he felt the mare grab hold of his cock and began to earnestly stroke away, his desire to resist quickly fading. The other boys standing around the bed all reacted with their own shock, exchanging glances of nervousness now but none being so bold as to leave the spot they were planted in.

The colt’s short legs began to twitch and curl in the air as the mare played with his dick, the zebra’s face remaining stoic and expressionless as her hand worked, uncaring with the pleasurable sensations she was shooting through the underage zebra boy. One of her attendants stepped forward to speak, but the zebra silenced her with a single finger in the air.

After mere seconds of the skillful handjob, the colt’s back arched into the air, a pleasured groan escaping his lips. He didn’t have the faintest idea what amazing sensations were coursing through his every nerve, but it felt good… and even better as the pleasure culminated at the tip of his member. In a burst, a solid white strand of milky cum shot into the air, hanging there briefly before gravity brought the stream crashing back down into the groin of the boy, soaking it and the hand that had summoned it forth.

The zebra mare, as emotionless as ever, idly brought her now cum soaked hand to her lips, licking but a single smidge of the frothy white substance. She swirled the cum around in her mouth before swallowing it down. Her eyes then locked intently on the boy’s panting face.

“A boy of the msitu. Southern Congo basin. Aged early teenager… no… kumi. Correct?” The mare finally spoke her first words of the morning, speaking in her native Zebwahili language in a tribal tongue. The striped colt was confused, but nevertheless quickly nodded his head at the woman’s accurate assessment before she continued, taking another lick of his sperm. “Never with a lover. Never pleasured oneself. Never a woman on the mind...” The colt nodded again, still confused.

“Takataka!” The mare decreed, wiping the remainder of cum on the colt’s fur before two zebra mares approached, and carried him off without another word. The boy hung his head limply in shattering defeat as he was taken from the chambers. The zebra mare paid him no further mind, instead turning her attention to the next colt in line as she drew him up to her bed. “Let us pray the rest of you watoto do not disappoint as such.”

“Mother Zabella… I received word you had awoken.” Another female zebra’s voice was heard in the packed chambers. One belonging to a zebra filly, aged only slightly older than the very colts in the room. Her hooves clicked on the floor as she trotted inside, taking a royal bow before what could easily be considered her mother’s de facto throne.

“Daughter Zuri, so you are here,” Zabella replied back, tipping the next boy over onto his backside. She stared not at the filly but between the colt’s legs with disappointment. Regardless, her royal hand once again repeated the process as before. “As it has come to be, I have a task for you in mind.”

“Speak, mother,” Zuri replied solemnly, “and I will see to it with all of my heart.”

“I had a dream last night… but perhaps not a dream. A vision. Maono. A foresight. A glimpse from the spirits showing me what is to be seen.”

Zuri said nothing, but glanced up at her mother with noted interest. Not just her own, but her many female servants stationed around the chambers did as well.

“Strangers from a distant land are coming soon. They will arrive on our western coast en masse. Warriors. Maadui. Men. They bring ruin and chaos to all they touch,” Zabella continued, the colt in her grasp squirming. He was obviously an inexperienced virgin like the last but desperatly sought to hold it in longer.

“I understand, mother,” Zuri replied with another bow. “I will see to their quick demise.” She turned to leave.

“No… They will be dealt with. Like all the others. For you, I have a greater purpose to play.”

“W-what is it?” she asked as she resumed her respectful position, though on edge.

“I sense there is one among them. One worthy. A skilled lover. Mtumwa wa upendo. Bring him directly to me.” The boy in her fingers’ delicate grasp clenched and came into the air, as he in turn gasped for it. Zabella's gaze hardened in further disgust. Not even seeing fit to place the boy’s sperm in her mouth, she instead wiped it off on the colt’s mane before waving him off. Two additional zebra mares took hold of him and carried him off like the first.

“I… I understand, mother. I will find them,” Zuri pledged. “Kwa Amani na mafanikio kwa Zebrica.”

“Kwa Amani na mafanikio kwa Zebrica,” every single zebra in the room, save her mother, chanted back in unison.
> First Contact
> --------------------------------------------------------------------------

“Yeah… this is definitely the place. I can just smell the potential for fresh meat here,” Pharynx grinned as he stepped out onto the vacant beach, taking a boastful stance with his hands on his hips. The endless sound of waves crashing against the warm sand was welcomed after weeks trapped on that boat. The beach itself was relatively small as the sandy shore further up the hill faded into dirt, and on that dirt were some of the largest, thickest, and tallest trees Cercus had ever seen! Hundreds and even thousands of trees composed a mystical rainforest, all stretching far up and up into the clear blue sky above. Needless to say, they weren’t going to have much visibility through that canopy but it at least meant that their boat was well concealed.

“Wooooow….” Cercus marveled at the first sight of land in weeks as he rode on Winter’s back. “So this is Zebrica!”

“Stick together, everyone!” Pharynx instructed as if he were leading a school field trip. Which, in some ways, he actually was. After the boat was secured, all were gathered around in a group before the changeling leader. Cercus, Winter, Luster, and all the others turned to give him their full attention. “It looks like that zebra slut Zecora’s information was right on the money. Although she hasn’t been in her native country for a few decades, it’s likely this place hasn’t changed all that much to alter the game plan. So listen up! As my fellow lings here are well aware by now, we are far from Equestria and far out of range of the love magic we’ve amassed there. So, to put it plainly, there will be no more splitting mountains for the time being, so our initial starting operation here requires a certain amount of careful finesse.” Pharynx pointed to Tylus and a group of drones behind him. “Us men will be taking to the skies and scouting ahead, noting any groups of zebras we find, and not letting ourselves be spotted. As per usual in our typical invasions before Equestria. You veterans know the drill.” The other drones nodded in understanding. “So the rest of you all will unpack and establish our landing base here. We need to get a new wave of love magic flowing in the air so ladies, it’s time to do what you were born for…”

Winter, Luster, and many of the other school fillies were seen giggling and bouncing up and down in excitement, sensing an impending orgy coming their way. Even their adult escort slave they had brought with them gave an anticipating blush.

“Remember,” Pharynx went on. “The start of any invasion is always the hardest. Once we take a few villages, we’ll have plenty of thicc striped sluts to sink into, and the love magic flowing from them will only make our jobs easier and safer the more women we break in and enslave. So keep your chin up! Men, let's get this show on the road already! Get stretching, we fly in five!”

“Hmph… at least it’ll be nice to be on the winning side for once,” Ember noted as the speech concluded and groups began to mingle amongst each other. “So what’s the plan, Shrimp?” she asked Cercus, crouching down low to meet the boy at eye level. “More of what me and the girls have been doing for the past few weeks?”

“I’m game!” Luster jumped excitedly.

“I mean, we don’t really have to say it at this point, Luster, do we?” Winter added.

“Actually… I had something else in mind, girls,” Cercus whispered back, exchanging glances between all of his slaves and those around him. “First we need to find somewhere private to chat.”

“Well, well, well, well, well…. well… look who finally decided to show his face,” the cocky voice of Pharynges was heard. “If I didn’t know any better, heh, I would have thought your own slaves were holding you prisoner down there. Heheh, get it?”

“Pharynges… good to see you… I got things to do,” Cercus quickly attempted to shuffle past him, only to be blocked by his fellow youngling.

“Oh so do I,” Pharynges replied, grabbing and roughly pulling Flurry Heart over to his side. The filly alicorn gave the other group an awkward smile as she winced from her master’s rough grip. “Like her? Yeah… my mom had her arranged to be assigned to me as a gift for my choosing ceremony. A slave cut from a finer cloth than some commoners.”

“T-thank you, mast-,” Flurry Heart started, only to be interrupted by him with a hoof to her lips.

“Shhh shhh shh. Fair warning to you, Cercus,” Pharynges continued, eyeing both Luster and Winter up and down, rather lustfully. “You know what zebra men are rumored to be like, right? Huge dongs and the desire to cuck. Masters of the ancient Cuckage Art! They’ll steal your women and make you watch as they cum to enjoy it! Nothing for us real men to really worry about… unless any of us are the type of guy who gets captured and fucked like a female!” Pharynges laughed hysterically as he pranced off, not giving Cercus a chance to offer a retort. Flurry Heart gave the group a sorry wave goodbye as she was tugged away with her master by her leash.

“Now that’s a typical changeling,” Ember muttered to herself.

“Weird flex, but okay…” Cercus sighed, watching them go. Poor Flurry though. Like any pet, he knew they had a tendency to emulate their owner’s behavior over time. He hated the prospect of a nice bright filly becoming anything like her master.

“Hey…. there you are, buddy,” Tylus was heard saying from behind, patting him on the back proudly. “Sorry if this is brief, but the guys are all eager to get started.”

“Yeah, yeah, I get it, dad,” Cercus said. “We’re not under as much magic here so we age normally for once. I want to hurry up too. I can already just feel myself getting older." He stared at his arm as if seeing the decay of age take place before him. "Not to mention all of the zebras are as well!”

“I’m with master on this one,” Winter shrugged. “If there’s one thing Miss Chrysalis has taught us it's that guys get less interested in us the older we get. So we should make this snappy!”

“Hmmm… well not to sound old myself, but back in my day we all perpetually aged upwards at a synchronized rate consistent with linear time, and you didn’t hear us yapping about it...” Tylus scoffed as he walked away.

“Alright, bring it in, ladies,” Cercus whispered in a hush, bringing his kirin, pony, and dragoness sex slaves into a close huddle. “I have a plan to put into action. I’m going to be one to make first contact with the zebras. But not for the normal reasons like everyone else is here for.”

“Am I the only one who thinks it’s sad we have to call this ‘normal’?” Ember asked rhetorically. 

“So… I am going to see if we can resolve this matter peacefully, diplomatically,” Cercus said, puffing out his chest proudly.

“Well, whatever you want to do, master, we’ll support you,” Luster said uneasily. “But that doesn’t change the fact that’ll be difficult to pull off. Every guy here is eager to get things rolling!”

“That’s why I’m sneaking away right now while you two girls distract everyone during the orgy!” Cercus ordered Winter and Luster before turning and pointing to Ember. “And you’re coming with me into the forest… because, well… I heard my mom said she would kill you if you let anything happen to me,” he sighed.

“Literally kill me,” Ember corrected, booping the youngling on the nose. “And that’s only after she completely mind tortures me and turns every happy memory I’ve had since birth into a waking nightmare. It was actually one of the sweetest things I’ve ever heard from the milfbug. Gotta respect her for it. But, yeah, you aren’t ever getting out of my sight!”







None of the school students or mares were aware that their arrival in Zebrica had been foretold and expected. That they had been watched ever since their vessel had been spotted approaching on the horizon.

The two eyes of Zuri shrank into narrow slits, rife with suppressed anger as she surveyed the collection of men, women, and children. The men took off in flight like a swarm of locusts, headed east. They would be dealt with. Her mission remained here.

Reaching into one of the many leather bound pouches she wore strapped around her flank, she withdrew a hoofful of whitish green powder. Taking a deep breath in, she blew the substance into the air. The wind suddenly shifted, carrying the dust, surprisingly, to her right, a slight deviation from where the rest of the main group was stationed before her. She couldn’t complain over the unexpected ease of her task as she followed it sneaking away from the others.







“So what is the plan, Shrimp?” Ember asked, her infamous breasts bouncing wildly as she jogged behind Cercus while he hurriedly scampered away from the beach camp being set up, venturing deeper and deeper into the unknown forest. A thick canopy of vines, and thick green leaves had to be pushed out of their way to even do so as they ducked and dodged around wide, round pillars of wooden trees that stretched up high into the sky. All the while being mindful to look down and not trip over the many protruding roots that sprung out of the dirt.

“The same plan it always should have been,” Cercus answered excitedly as he quickened his pace. “We are going to find the nearest zebras to us and convince them to join us with words!”

“Yeah, yeah, I’ve always wanted to see if a changeling could talk a woman into orgasm. But before that, we have no idea where we are in this freaking land. The nearest zebra could be dozens of miles away. Do you even know where you’re going?”

“Heh heh heh,” Cercus chuckled. Sweet innocent Ember, if only she knew. According to his dad, one of the many, many superpowers the mighty male gender had over their lowly female slaves was, in a sense, the ability of direction. No man ever needed a map nor needed to ask for directions. Their superior senses and gut led them to wherever they wanted to go, every single time without fail. 

“Well… wherever you’re taking us, wouldn’t it be quicker to fly?”

“You’re right…” Cercus muttered, slowing to a halt with Ember behind him. Why hadn’t his male-sense brought that to light sooner? “We’re far enough away from the others now. Should we just fly?”

“Think we should,” Ember replied, staring up into the tall trees that nearly blocked out the entirety of the sky. She did also note her master had been trapped in a bed for the past few weeks, by choice, and didn’t have a good opportunity to stretch his wings. “If you don’t want to tire your wings, you could hop on me and I could give you a ride.”

“Ooooh… sounds like someone is just eager for a little role reversal compared to last night!” Cercus glanced at his slave with a laugh.

“Hehehe you little brat! Come here!” Ember chuckled gleefully as she chased after the playfully fleeing youngling through the thick underbrush. To her surprise, it was easy to catch him only a few feet away as Cercus tripped and fell.

“Oof!” Cercus wheezed as he made a hard landing onto the forest ground. An assortment of dead leaves and twigs doing little to break the fall.

“Oh boy… Are you okay?!” The busty dragoness’s playful tone had completely changed into one of concern for her master’s wellbeing. Running to his side, she knelt down to check. Wait... Cercus hadn’t tripped, he had been tripped. She could see a bola clearly wrapped around his legs, holding them tightly together.

As Ember reached down with a claw to cut it off. A rustling in the bushes was heard, her tail rose up just in time, before she could even see it, blocking a second thrown at her. 

Ember glared at their unseen foe, scanning the surrounding forest, snorting a breath of angry smoke from her nostrils. “Get up! We have company,” she growled, cutting the bola binding Cercus’s legs while flinging away the one wrapped around her tail.

The changeling’s heart raced as he got up on his feet. Both of them looked around, only to their surprise did they see Zuri’s fierce gaze locked on them as she emerged out of some nearby brush.

“A zebra filly!” Cercus marveled in glee with sparkles in his eyes. He had made first contact quicker than he thought! And what a cute first contact she was! Standing only slightly taller than him was the striped creature, on all fours, adorned with various necklaces and beads. On her flank sat various pouches and talismans, laying atop a fur loincloth that covered and concealed where her cutie mark would be. Did zebras have cutie marks? Were they a thing here? Questions to be answered shortly. “This is perfect!”

“Not so perfect…” Ember growled back, staring daggers at the striped filly who sent her own daggers their way. “She doesn’t exactly come across as friendly. So much for a warm welcome.”

“She’s just frightened because she doesn’t know what we’re doing here! We didn't exactly send a letter of introduction. This is exactly where talking is going to solve all of our problems!” Cercus excitedly jumped to his feet as he approached the filly. Zuri glared back, readying her stance as the situation tensed, though the changeling did not get the memo. “HELLO! We come in peace!” Cercus spoke slowly and loudly. 

“Ni maneno gani haya unayoyasema!” Zuri spat back in her native tongue, a sharp contrast to the Ponish the changeling spoke… as his one and only language.

Cercus’s face suddenly fell flat as a large hole was suddenly and irrevocably poked in his grand master plan for peace! Ember put her head in her claw and sighed, muttering “That dumb lovable boy...”

“Wait… wait…” Cercus stalled as he racked his mind, tapping his foot rapidly on the ground. “I can figure this out!”

“What? Are you going to decipher the entire Zebrican language right here and now, master?” Ember jokingly asked. “Better hurry up! I don’t think she’s going to give you the time!” Sure enough Zuri was readying a blow pipe next, training it directly at the boy. She sucked in a breath and blew, firing the shot at Cercus’s neck. But to her surprise, the dart passed right through him. The changeling’s body dissipated into pink smoke as the projectile stuck into the tree behind him. Zuri took a panicked step backward now, swatting at the smoke as it swarmed her and flowed into her head. In one ear and out the other, just like when Winter had attempted to tutor Ember on proper bedside manners.

“There we go!” Cercus beamed as he materialized back into his normal body shape.

“Wha...words…. maneno... words… these, I see, hear, in my mind…” Zuri now spoke in Ponish, looking around dazed and confused at her very ability to do so! She fumbled backwards, shaky in her steps as recognizable words began to exit her lips, although with a rather thick tribal accent.

“Wait… what did you do?” Ember asked quizzically.

“I gave her mind a full crash course on our language. Just so we can communicate!” Cercus beamed proudly at her. His grand plan wasn't dead yet.

“...Nice! That’s using the ol’penis brain you males are supposed to be known for!”

“...I’m really going to have to give you another spanking later, aren’t I?”

“Don’t threaten me with a good time!”

“You! Pony!” Zuri grabbed both of their attention back with another glare and pointed at the changeling and naked dragoness. “What are you doing here?”

“Changeling…” Cercus quietly corrected before adding in slow speak, “We are here to make peace! Can you take us to your leader?”

“Geez, now it's you who needs the spanking!” Ember retorted back.

“What? What did I say?”

“Take us to your leader? What are we? Aliens?”

“Well, technically, yeah... we are. I’ve read a dictionary before.”

“...Ugh! Fucking male brains,” Ember grumbled.

“You know you are a horrible example of a Sex Symbol!” Cercus jokingly laughed.

“Sex Symbol in name only! I’ve always hated that title!”

Zuri gazed, mouth agape, at the strange bickering couple in confusion with a tiny bit of horror mixed in at the sight they weren’t taking this meeting as seriously as she was. “You…” Zuri then asked, pointing a hoof at Ember. “Why are you here with him, naked lizard?”

“Eheh… m-maybe we should save those questions for later,” Cercus stepped forward to answer for his slave. “You are probably interested in everything going on here.”

“I do not care about the rest of your party,” Zuri said dryly. “I care about you.”

“Me?” 

“My mother has seen your arrival. She seeks you. She desires you as a lover. She sent me to bring you to her.”

Cercus blinked in confusion, exchanging puzzled glances with his slave dragoness. “Ummmm, that’s very nice of your mom, who I’ve never seen before, to offer I guess. I’m sure she’s a looker.”

“Out of the question. His plate is rather full of love to give,” Ember glared back, rather strangely firm. “Doesn’t your mother have a mas-... husband to fill that role?”

“NO!!!” Zuri suddenly yelled back with a growl, shocking both dragon and changeling alike. “No more husbands! They are gone…”

A pause occurred in the air… one that soon grew as pregnant as a bred mare. It just now occurred to the both of them that perhaps Zebrica had a little more going on than what Zecora’s outdated intel had provided them….

“We’ll help you…” Cercus spoke slowly and softly, holding his hooves out to show he wasn’t seeking to be a threat. “Just, please, tell us what is going on?”

Seeing that the two clueless foreigners were approaching this peacefully and had even made her able to understand their language, Zuri relaxed. An explanation was the least he deserved. “Fine. I will tell you in this ridiculous language you have shoved into my head,” she said, reaching into another one of her sacks and pulling out a hoof full of purplish pink dust. She blew it into the air where it didn’t scatter, but rather formed various shapes and depictions. A product of the zebra’s own magic.

“Not long ago, in Zebrica, there was war. Conflict. Death,” Zuri spoke as the dust formed in the shape of two sides of thin figures fighting each other with bows and spears. “War that laid waste to our beloved land, yet raged onward as if unimportant. Uncared for. The home we have kept for thousands of years. It was our lowest point. But hope was not lost to us all. It was then that one called the Great Revealer arrived with a warning of even greater destruction soon to come.” The dust revealed the form of a shapely cloaked figure, donned in black. “She spoke true, speaking that we had always known, showing the truth we had refused to accept. Men. It was always them. Those creatures were to blame. That this was a war of men, for men, killing us all. The rest of us were left as mere spectators, without a voice to be heard yet dealt with the consequences. She told us that men were self destructive, prideful, and arrogant. Wanaume wabaya! Embodying the ugliest traits of our species in a boundless destructive force. Worst of all, we have just recently learned of a land where the ugliest, most vile of men rose up in rebellion against our very gender! Wanawake! Enslaving all women, leaving none free to think or act for herself…”

“...Oh boy…” Cercus muttered to himself.

“So, as the men and their war raged, the women did the one thing the men could not. They made peace.” The smoke depicted two fair zebra maidens meeting together, with many smaller zebra mares behind them. “The two wives of the two great tribe’s chieftains met in secrecy. One of them, my mother. They plotted together, and spread their plan to their followers, and their followers’ followers. A plan to end all wars and conflicts forever…”

“By how…” Cercus asked uneasily with a swallow.

“By ending men, stupid pony!” Zuri seethed, baring her teeth angrily at him. “All of them. Not one was spared. Each hunted down. Kuanza kamili tena! The Great Reset was then its name. A time where Zebrica itself was reborn from the ashes of our razed lands. And it worked! We have known nothing but peace since then.” The magical dust was calm now, unmoving and tranquil, before finally floating away in the wind. 

“But if your mother has such a problem with men, why does she want Cercus as a lover?”

“Men are wicked creatures. No shortage to their spite. Even after they are gone, in what had to be done, their curse still remains. With time many of my sisters ignore and forget the crimes of men, choosing only to remember the comfort those men provided them.”

“So she’s horny…” Ember figured with a shrug. “That’ll happen if you get rid of all your studs.”

“Today, with the peace we have lived, all have known my mother’s past actions were just,” Zuri continued on as she slowly crept closer to Cercus, reaching into her pouch. “Yet the curse of men weighs heavily on her heart. It is not one easily lifted, though it must be so!” Cercus gasped as Zuri suddenly lunged at him with a knife! 

With a flick of her tail, Ember swatted the knife straight from her hoof where it thunked into a nearby tree trunk. Using her leg she pulled the changeling boy behind her, guarding him with a protective growl. Zuri was not intimidated, disengaged back as her murderous gaze shifted towards Ember. Reaching into her sack again, she pulled out a reddish powder, flinging it directly at the dragon’s head! With then a prompt click of her teeth, the dust ignited, exploding directly in Ember’s face with a loud bang!

When the smoke cloud finally cleared, Ember still stood, staring unharmed and unamused at the zebra filly. “Sheesh, even the dragon boys I watched over were better behaved than this,” she commented, crossing her arms below her bare chest. Before the zebra filly could pull out anything more from her bag of tricks, the dragoness whipped her tail forward smacking the small striped filly against a trunk where she held her steady and restrained there. “Alright… Cercus,” Ember sighed, “it was a decent effort, but I think your attempts at ‘talking’ through this are played out. Isn’t it high time for some of your flashy magic to turn her good… or at least sane? Or maybe just stick your dick in her. That always seems to turn women to the changeling’s side for some reason… Huh...”

“No… no… no! T-that’s not the way I want to do things!” Cercus adamantly exclaimed, though noticeably worried and anxious. Still persistent, even in the face of this strange murderous filly. He pulled Ember’s tail off the zebra, allowing Zuri to drop to the ground, only to be helped up by the very changeling she had sought to kill. “Please… we just want to help.”

“You…” Zuri spoke slowly. “You... are different from the others.”

“Yes.. yes that’s right!” Cercus offered the striped filly a warm smile.

Zuri paused before smiling back, replying, “please die.”
> Finding the Zebras
> --------------------------------------------------------------------------

Nothing… there’s nothing here!” Tylus exclaimed, wings buzzing behind him as he and his fellow coworkers hovered idly a few hundred feet into the air. “We’ve scouted for hundreds of miles in every direction. There isn’t even the smallest sign of zebra life anywhere! And I mean anywhere!” The other changelings beside him reluctantly nodded their heads in agreement. 

“Impossible…” Pharynx seethed at their report. “There’s no way this large of an area is devoid of striped life. I wouldn’t be surprised if you guys are just out of practice doing this.”

“You sure we’re in the right country, boss?” another changeling minion asked. 

“Yeah. Would be pretty embarrassing if we’re actually invading the wrong nation again.”

“No, no… I’m pretty sure this is the right place,” Pharynx mused, unfolding and gazing upon his map. Tylus winced painfully at such a blatant unmanly display. Something he definitely would have taken a jab at, had Pharynx not been royalty. “Of course, the zebras aren’t exactly putting their address on the side of their land mass, so even if we were in the wrong place, it would really be their fault to begin with.” It didn’t make much sense. Their informant Zecora had told them that zebra settlements were heavily concentrated on the shorelines… So why nothing so far?

“Well… we didn’t find any zebras… but there were at least signs that someone or somethings have lived here,” offered Cornicle. “Burnt fields, ravaged forests, holes carved from explosions, obviously a lot of stuff some wildlife isn’t going to make. I think that a battle took place here, sir…”

“So what… you’re saying that all the zebras are dead? Killed in some war?” Pharynx asked, trying to get a clear picture of the deal here. Mysteries were not his forte. Whatever these stripers were fighting about, it better have been about sex, otherwise they were just being dumb.

“No…” Cornicle shook his head. “If they were all dead, we would have at least found plenty of bodies. But we didn’t. It’s almost as if the battle was fought by ghosts!”

“Ooo, ghost battles! How haunting!”

“Yeah. And we’ve found abandoned-looking villages. No bodies, living or dead were there. Just overgrown with nature. No zebras, or anyone, have lived here for… years!”

“Uggggg, talk about getting blue-balled by this tease of a nation,” Pharynx groaned, pinching the bridge of his nose. “Fine…. men, let's just, I don’t know, move our search area a few hundred klicks north and try this all again.” The many ling scouts nodded their heads as their wings buzzed, the swarm moving after their frustrated leader. “There has to be some zebras here… it’s not as if they all just vanished from the face of the planet without a trace! We’ll just fuck these striped cunts a hundred times harder for making us play this game of cat and mouse when we do finally find them!”









Ember rolled her eyes as she watched the youngling and zebra roll about amongst the dirt in an angry tussle. Kids these days… She supposed the changelings were right in the regard of dangling a bit of sex helped keep them better behaved. But it wasn’t as if these two kids were in any sort of loving mood right now. With a sigh, the dragoness separated the two bickering youngsters with her tail, allowing them both a moment of reprieve.

“You’re so weird!” Cercus growled feistily at the striped foal.

“Mjinga!” Zuri exclaimed back angrily, hoof slapping the changeling upside the head. “Mother is a ruler of Zebrica! An ordinary peasant such as you should be honored with the chance to even lay eyes upon her! You should be groveling at my hooves for the opportunity to see her!!”

“Ow! Wait… so you want me to go visit her?” Cercus asked.

“Mjinga! Stupid pony!” Zuri shouted even angrier, accompanied by another slap to his head.

“Changeling!! I’m a changeling!” Cercus corrected yet again. “And anyways, my dad says I’m way too young to be into milfs!”

“Alright, alright,” Ember broke in. “You kids have finally made up. The zebra filly wants to impale the changeling with a dagger and the changeling wants to impale the zebra with something else entirely. Lets just call it even.”

Cercus didn’t know in what universe those two situations would cancel out to be “even”. One brought pain while the other brought pleasure. Though he bit his tongue voicing his thoughts, shrugging upon remembering that for women like Ember, those two things were basically the same so he could understand her confusion.

“Whatever. Come,” the tribal filly beckoned with her hoof, making off in a brisk pace through the rainforest. “I’ve wasted enough time with this nonsense already.” Cercus was still left pondering at her backside before he was nudged forward by Ember’s tail to follow. Oddly enough, the zebra was taking off in a completely different direction than what his male gut had been leading him towards. Curious.

“Where are you going?” Cercus asked after her.

“If I cannot do away with you, mjinga pony, I will simply settle for hiding you from my mother’s grasp. Forever. So I will be taking you to my home.”

“Well… okay then,” Cercus shrugged with a glance at his naked dragoness companion. This was progress at least right. To be fair, it was a bit of a bumpy start to their relationship, but he was sure this would make a funny story they could all laugh about later. Of course for that to happen they would have to be friends later. And he couldn’t have honestly said girls played this hard to get back in Equestria. Heck, Luster and Winter came into his life eagerly, literally begging him to be their master.

But… for some reason, there was the strangest of thrills from the fight this filly was putting up resisting his friendship. An unknown and new driving force. It was so uncouth, so illogical for a girl to resist him… and yet, it only seemed to make him want her more! If anything, he could appreciate the challenge of an uphill battle for once in his life. And they were even traveling uphill! This was perfect! It was like it was meant to be.

“I’m Cercus and this is Ember,” the changeling beamed with a wide smile to the filly he trailed behind, only to be met with her silence. “....... Sooooo what’s your name?”

“Zuri,” she spat back, not even dignifying him with a backwards glance.

‘Well, she certainly is completely different from the girls at school, I’ll give her that. Attention from a male is like a drug to them, yet this Zuri filly seems like she couldn’t care less! So now what?’

Well, he at least figured being silent wasn’t going to help. Might as well say something! Anything!

“Soooo anything else you could tell us about Zebrica?” Cercus chimed.

“..........................”

“...I’m afraid our knowledge of your land is a bit lacking. Especially given everything you’ve laid out to us earlier.”

“............................”

“I mean… like, is it hot here?”

“............................”

“Oh, oh! There’s one thing about this place we do know: every sixty seconds in Zebrica, a minute passes!”

A chuckling was heard now… coming from Ember. “Ha ha ha! I love those!”

“Yeah? Like how people in Zebrica consume food when they eat?” Cercus added on with a giggle.

“Hahahahaha!!”

“Or, did you know, zebras in Zebrica have enough bones in their body to make an entire equine skeleton? Or that zebras actually cum when they orgasm?”

*SMACK*

“Mjinga! I should kill you,” Zuri spat with a slap to the changeling before walking even quicker ahead to distance herself from the annoying bug.

Well, at least he had gotten a response out of her, and he was achieving consistent physical contact. It was a good thing she chose to not kill him though. As rumor had it, people in Zebrica die when they are killed.

But to Cercus this was an obvious sign of progress! It was too bad he had to leave Luster and Winter behind. Those girls probably would have had a better idea of how to proceed here, and could at least vouch for him to a fellow girl. Well, he did have Ember. Cercus scooted back to where his naked dragoness strutted behind, out of earshot of the filly they were both tailing.

“So how am I doing?”

“Relatively speaking to how all your peers would have performed, I’d say you are amazing,” Ember replied to him with a toothy grin. 

“Good!” Cercus smiled proudly, only to fade slightly upon realizing his tamed pet was more likely just putting down the other kids at his school rather than bringing him up. “Okay, the other students aren’t that bad…”

“I still remember that Pharynges kid claiming he could get his slave to cum by just fucking her throat.”


“Oh right, I do remember that one,” Cercus recalled from their voyage. Royalty tended to never get called out on their idiocy for fear of consequences, but the more indirect result being said royalty were never corrected from all the stupid crap they said and did, broadcasting to everyone how foolish of a leader they were.

“What is the uvula but the clit of the throat?” Ember spoke in a mocking imitation of the royal student’s exact words.

“Poor Flurry Heart...” Cercus winced as he recalled the particular aftermath of Pharynges’s statement. “Thankfully she was able to get over the side of the boat before she threw up.”

“And don’t forget how her ‘master’ was happy by that. Claimed it was a good thing. Would help keep her thin,” Ember went on, clearly disgusted. “Had he been the one meeting this zebra filly, I wouldn’t have stopped the dagger.”

“You know the adults would hurt you if you let something happen to an important changeling like him,” Cercus said solemnly. “He’s royalty, after all. He’s going to be my boss one day.”

Ember’s smirk didn’t falter, her only response was to pick up her changeling’s body and plop him atop her head as she walked for the both of them.









“This should be fine here…” Zuri said suddenly, coming to a stop in an open clearing.

“...This is your home…?” Cercus asked from his high up his dragoness perch. Glancing about, he had expected signs of something akin to a village, or civilization, or at least the faintest sign of other striped life, but there was nothing here but open space! Surely these zebras weren't this far behind ponies in terms of technology! “I mean… it's lovely I guess.”

“Mjinga!” A small rock bounced off of the unamused changeling’s head. 

“Our home is not here. Not anymore… Not after the war,” Zuri spoke, a touch of sadness in her voice. The zebra filly sat her butt down in the dirt, gesturing for her guests to do the same.

“I’m… sorry to hear that,” Cercus said solemnly as Ember took a seat, drawing the youngling off her head and into her lap.

“It couldn’t be changed, only we could, so we did and moved on. You will see shortly.” The filly made a point to her words by drawing out a vial of yellow powder. Cercus eyed it cautiously as it was uncorked, the strange substance swirling around the three of them as Zebrica around them seemed to fade away, leaving the clearing empty once more as the changeling, dragoness, and zebra seemingly vanished into nothingness.








“Where… where the heck are we?” Ember asked, glancing around. 

Gone were the hot and humid temperatures of the Zebrica rain forest, in its place was only what felt like a comfortable and constant room temperature. The towering trees that had previously loomed above them had likewise vanished. Actually, it was more fitting to say literally everything had vanished. Ember, Cercus, and Zuri were standing on nothing, looking at nothing, surrounded by nothing. A mass of empty space that could only easily be described as a white void. A blank plane of nothingness that stretched further than the eye could ever see in all directions, including up and down. There was no longer a sun in the sky, or anything of a blue sky for that matter, yet everything was clearly lit.

“This is my home now,” Zuri said, placing her hooves together and giving a respectful bow to the plane itself. “Mother calls it Sayuni. It is the single and sole product of our greatest magic, used with the sole purpose of providing all of my people a livable home once more.”

“I don’t understand… What was wrong with the rain forest?” Cercus asked. “That seemed like a perfectly fine place for you all to live.”

“You were not there to see our men at their worst, mjinga. It was not a battle of simple territorial disputes. It was a war of eradication. Two sides sought to sever the other’s ability to live and prosper on the land… and two sides succeeded in their tasks. The land you saw is barren, lands salted, lakes dry, bountiful forests burned… but here my mother helped give us all a second chance. All zebras have lived here for eight years now.”

“What exactly is here though?” Ember asked.

“Sayuni is merely an empty slate of magic. It is meant to hold the form of whatever the original caster so desires, that being my mother, masterfully skilled in her craft as she is. Though even so, the unblemished and unbroken form of my people’s homeland is all she desires to craft in this realm.”

“Wait………. I remember hearing about this,” Cercus spoke suddenly, as a faint memory clicked inside his head. “Yeah… yeah! This is changeling magic…”

“Mjinga!” Zuri growled with another smack to his head, at least back to her old self again rather than her previously depressing solemn tone. “My mother is none of this changeling!”

“I’m not kidding,” Cercus pouted, rubbing his sore head. “My mom told me stories about this type of stuff… Her hive’s mind magic was derived from this branch of magic! A completely different breed. A step above what she does! What was it called though…”

Cercus paced back and forth in the white void, seemingly trying to come up with the exact term and details that his mom had once told him of. Wait… she didn’t tell him… she warned him. Crap! Crap! Crap!

“What is it, shrimp?” Ember asked as Zuri merely chose to glare at him.

“This is bad… It is very… very bad magic! We need to leave! Now!!”

“You cannot leave,” Zuri glaringly spoke firmly at the fretting changeling.

“You don’t understand. This is soul magic! And the changeling hive which uses this is crazy!”

“Oh, so they’ll fit right in,” Ember noted with a nod.

“You cannot leave,” Zuri repeated to him. “Even if I wanted to, my mother only provided me with enough essence for me, and me alone, to escape Sayuni in my pursuit of you. No one else is ever easily permitted entry to the outer world for our safety.”

“No… no! It’s not Sayunini or whatever you’re calling it! It’s a soulscape! It’s a trap for anyone who wanders in here!”

“Stupid pony,” Zuri spat. “Is this your idea of a joke? My people have been living here peacefully for years since our migration into this realm! Who are you to act like you know this place?”

The white void was then populated with buildings as Zuri demanded a destination. Various huts and adobe-built structures seemed to rise from the invisible floor beneath them, appearing from nothingness as a small tidbit of foreign civilization flashed into existence. Even in Cercus’s panic, the youngling couldn’t help but marvel at the exotic display.

“This is but a mere recreation of our capital, Mstari,” Zuri explained. “Our once prosperous beacon of my people persevered in this form. And, as you can see, my fellow zebras live quite comfortably in this realm. In this way, Sayuni has essentially become Zebrica.”

The trio stood on a cobblestone brick city street, bustling with activity and lived as, all around them, zebras of all shapes and sizes moved about a busy market place. This was a normal life… normal for something outside of Equestria as Cercus had learned. The women and girls were all clothed and uncollared, the boys were all playing amongst themselves and not engaged in naughty activities with the lesser gender in an effort to empty their constantly filling balls. They probably still used their own hooves for that like savages!

“Where are the stallions?” Ember spoke out before Cercus, spotting not a single male of appropriate age anywhere among the hundreds of zebras in the surrounding area. There were, however, plenty of young zebra colts scampering about.

“There are no more stallions,” Zuri seethed angrily. “They are the sole reason we are living within this realm and not the real world!”

“So what happened to all of them?” Ember replied back. “I’m guessing you wouldn’t just off them all… or leave them to die without you in the ruins of the real world Zebrica?” All of that sounded way too much like a ‘guy’ thing to do, which she assumed this radical filly would have been opposed to.

Zuri said nothing in response, merely scowling angrily into the distance. Cercus, in the meantime, had been closely inspecting the surrounding area.

“Zuri… how often do you come down here?”

“I do not bother. This is merely a place for the commoners and the working class. I have always been content watching over them from above.” She hoof-pointed upwards to a towering ziggurat, off in the distance, one that the changeling could only assume the filly lived in during her stay.

“Yeah… this is all fake,” Cercus concluded.

“What?!” Zuri and Ember both exclaimed in unison.

“I mean, just look.” The changeling waved one of his hole-filled legs in front of a nearby colt. The colt offered no reaction to the strange bug creature, not even registering his existence. Come to think of it, none of them had. All three of them had been ignored on this bustling street. While that may have been acceptable for a zebra filly like Zuri, Cercus imagined his busty naked dragoness sex slave existing in all her glory would have at least garnered the eyes of a single striped soul.

Zuri likewise waved in front of a nearby child, not earning her attention in the slightest. She even went so far as to give her a push, only to discover herself making contact with nothing but air, as if interacting with a visible ghost.

“This is all just a memory playing out, probably of you zebras’ earlier life in here. I don’t exactly blame you from not catching it though from your lofty abode. But something like this is easy to do for one experienced in soul magic. They control everything in this soulscape.”

“I don’t understand…” Zuri could hardly manage to speak. “W-what is all of this?? If they are fake, where are my people?!”

Cercus gave a gulp, already knowing if his theory was correct, his new filly friend was not going to want the answer to that particular question. She most certainly would not! Instead, he gave Ember’s knee a sly nudge.

“*Ahem* M-maybe we should just listen to the shrimp and leave this place for now,” Ember coughed.

“I told you! We cannot leave! Now where are my people!!” Zuri practically screeched at them. “We brought thousands upon thousands of zebras into this realm. You are telling me it was all a trap?!?”

“Oh yeah? First time experiencing the changelings? They tend to do stuff like that,” Ember remarked.

“Not helping…” Cercus shot back to her under his breath.

“Well don’t you think she at least deserves to know the truth?” Ember leaned down to whisper back at him.

“Well, normally, yeah, but, in this case, it’s probably soullings doing all this crap… and they are hecka messed up when it comes to sex!”

“Oh, come on. It's not like we haven’t see everything and anything that can be done after spending a few years in the sex hellscape the changelings turned Equestria into.”

“No no… not soullings, they are a different breed! They cross lines not meant to be crossed,” Cercus shivered. “And it’s not just you and me here! Zuri probably has no experience in sex! Think of how shell-shocked a virgin like her would be!!”

“Is she even a virgin?”

“Actually… I don’t know. Hey Zuri… are you a virgin?”

“WHAT?!” The flustered and embarrassed filly blushed back at the horribly random question, only to witness the dumb changeling and dragon go back to whispering in their huddle.

“So that’s a yes. She’s totally not prepared for what’s probably going on in here,” Cercus nodded firmly. 

“So what do we do then, shrimp?”

“We are going to do exactly what we were supposed to do!” Cercus spoke loud enough for Zuri to hear now. “We are going to hide somewhere in here and wait for my mom and dad and all the other changelings to get here and handle this cause we are waaaay in over our heads here!”

“Mhm, that’s right. The changelings caused this problem, so let's wait for more changelings to fix it. Like trying to put out a dumpster fire with a flamethrower…” Ember remarked dryly.

The buildings around them shifted downward as Cercus spanked his slave’s ass, the scenery within the magical realm changing to suit the user’s desire for a new location. The market place was replaced now with a stone interior on all sides, completely concealing the white void of a sky and ground. It was instead a torch-lit room with no door or exit, decorated with a mere bed, a dresser, and an alchemy station. A perfect recreation of Zuri’s bedroom in the real world Zebrica, aside from the missing door.

“Your bedroom? Perfect!” Cercus beamed proudly at the angrily glaring zebra filly. “We’ll just keep a low profile here for a while!” He shoved Ember onto the one and only bed before hopping in after his slave. “We’ll just share your bed for the time being. You’ll love sleeping next to Ember. She wraps us all in her wings, and dragons are known for keeping an entire room warm just from their presence! Like a big cuddly heater!”

“Only if you know how to turn this heater on…” Ember purred, drawing her young master in a close loving embrace. “That little mean zebra filly hasn’t been hurting you, has she?” she whispered in her soft comforting voice.

“No… she doesn’t really hurt me,” Cercus replied adorably before adding, “and for a good reason too! Dad always said guys were made tougher than girls so we can protect them.”

“Really now? Sounds awfully progressive for a changeling to be telling his son,” the pleased Ember replied.

“And it’s also so we can make girls do what we want when they don’t listen!” Cercus beamed.

“Now that’s more like it…”

“Excuse me!” Zuri barked, staring daggers at the pair who seemed content acting like a romantic couple despite the staggering age difference between the two. The dragoness and changeling both paused and stared back at her, mere inches from a kiss. “Do you expect me to simply ignore everything you just revealed to me?”

“Oh…. yeah… huh,” Cercus replied. “Guess I’m used to girls just going along with whatever I say.” Speak of the devil. This was it, the exact thing his dad had warned him about. Women, especially the wild and untamed variety, were not logical creatures in the slightest, evidenced by the fact that Zuri was against his bulletproof plan. The changeling leaned back and tapped his chin with his hoof, thinking back. He didn’t exactly want to resort to his patented male toughness to overcome this filly, thankfully, his dad had also went on in good detail about alternative ways to properly handle the lesser gender in the event this happened. What was it he said again? Oh right…

“Do you want to talk about cute boys and makeup?” Cercus asked, only to find Ember’s hand softly placing itself atop his mouth, silencing him.

“This is the point where you stop talking, master,” Ember whispered into his ear. She would really have to make it a point to start keeping her changeling away from his father. Cercus started to struggle at his confusing sex slave’s action up until her other hand found its way between his legs and started to energetically stroke away at his black changeling cock. The young master’s eyes blinked rapidly a few times before he purred and relaxed into his loving slave’s pleasure-filled strokes as she pulled him further into her lap. Similar to Cercus, she was also quite aware of how to properly handle the opposing gender.

“Mjinga…” Zuri cursed under her breath, not even paying attention to the loving couple as she paced about her room. She wanted to see it. She had to see what was really going on here. The weight of having potentially led the entirety of her people into a vile monster’s trap was proving to be too much of a burden to bear.

The world once again shifted around them as the soulscape sensed a user’s desire for a distinct location. Zuri’s bedroom faded away, causing the rude changeling and dragoness atop it to fall a few feet downwards onto their asses.

The surrounding area was nothing but a white void around them, just as it was when the trio had first entered this realm. Except for one key thing…

The soulscape had done as the filly desired and brought her to where the true forms of her many fellow zebras were… And true to the changeling’s words, she was not prepared to witness what she saw taking place before her very eyes.

They were here. What was easily hundreds of thousands, maybe even millions of them, stretching out on the white in every direction for as far as they could see, above and below them in stacked layers. Each striped zebra filly had only but a few square feet to herself, a self imposed cell they each shared with one zebra colt of the opposite gender. 

And they were fucking. Every single one of them. Nonstop and unceasing. As if their existence depended on it! Colts’ cocks were buried in pussies, asses, and mouths of their set partner, only ever briefly visible for a moment while they pulled back before thrusting forward inside their underaged partners, mindlessly mating. Girlish cries of pleasure coming from every direction were almost deafening as the girls squeaked and screamed from their forced pleasure. Their tiny frames struggled to cope with strange invading sensations as the magic that encompassed their souls never allowed them to adjust and dull the experience. It was the same with the colts, pistoning like men possessed, emptying themselves in their partners without a second thought. Yet, no cum came out, no cum was even seen. All of them were shooting blanks.

Cercus couldn’t breathe, couldn’t move, he couldn’t even blink, but he could feel. He had never seen so much sex before, heck, he had never even seen this many other people before! And yet, there was not a single ounce of love existing in the air to be savored from what took place here.

Zuri lasted only a few moments after fully registering the reality of what was taking place before her, coming to terms that almost the entirety of her nation was here and doing this… before dropping to the floor and fainting.

Cercus just had to notice. There wasn’t a single stallion or mare zebra amongst the endless masses. They were all just kids like him! He knew now, without a doubt, this was the soul hive’s work. In this realm, they could build an infinite room and control every little thing of the victims whose souls they had in their possession. And they had done exactly that. The loveless nationwide orgy taking place before them wasn’t just with the thousands of the land's children, but now their mindless thralls. Though seeming awake, their eyes all appeared blank and distant, not truly comprehending their surroundings, or realizing that they were trapped in this fake existence. 

The soulscape shook violently, as the infinitely debaucherous scene outsiders were not meant to witness locked down. The white void suddenly shifted black as the many layers of feverishly fucking foals vanished without a trace.

“T-t-this is bad…” Cercus struggled to speak, forcing his mind to come to terms with what he had just seen and explaining the situation to his slave. The stress of it all had already shot a quick and painful headache pulsing into the youngling’s head. “Too much noise… ugggg. They know we’re here…Soullings…. Have to hide.”

“Fucking changelings!” Was all Ember could really growl after witnessing it all. She leapt over and grabbed her master in her arms, along with the unconscious Zuri as the soulscape shifted back into the striped filly’s bedroom once more.

“T-they are coming…” Cercus groaned, the pain radiating from his head so severely he could barely open his eyes or speak his warning.

Gritting her teeth and thinking quickly, the dragoness dove over to Zuri’s nearby closet, opened the cabinet door, and shoved both fainted zebra and hurting changeling inside. “Don’t make a sound!” she growled as she closed the door, not angry with them but over what she had just witnessed.

Not a moment later did the encompassing stone walls surrounding the room explode in an array of cracks before shattering and crumbling in every outward direction, revealing the same surrounding white void, accompanied now by a single changeling drone.

It was a woman, appearing only slightly younger than Ember herself. Like every other changeling, her pristine skin was as black as the night, yet her eyes were neither pink or emerald like the changelings of the hive Ember had once seen, but now yellow. Her long blonde hair flowed down over her naked body, clearly showing off her two round tits that rivaled even Ember’s crowd pleasers. And this woman was staring down at the dragoness, unable to hide the smirk on her face.

“A *dragon*?! You were the one snooping around, hmmm? Oh my, how did you ever get into here?” She spoke with a wide grin, drinking in Ember’s already naked form, thankful for the time saved she would have had to spend tearing the dragoness’s clothes off herself.

Ember didn’t even dignify the evil changeling with a response, likely already knowing whatever she said would only amuse the creature more. Instead, she merely stared death at it, as she was known for doing back in Equestria.

Cercus swallowed hard. This was bad. Really, really bad! Soullings were dangerous in the outer world alone, but in the soulscape they controlled everything! Ember wouldn’t stand a chance in a fair fight! And knowing his kind, it was not like she had the benefit of even that to begin with.

“The name’s Anima,” she said. “Though you can just call me Ani. That’s what my close friends all call me… and I have a sneaking suspicion you and I are about to get very close…”

“You did all of that to those children?!” Ember seethed, flames accompanying every word that left her mouth.

“Well, I played my part in it all, heheh,” Ani giggled, landing on the empty floor to pace circles around her prey. “But it is so hard to remember. After all, they first arrived here years ago, and have been going at it nonstop ever since! Adorable, isn’t it?”

“Changeling bitch!” Ember roared, wildly swinging her claw at the woman. To Cercus’s surprise, her feral attack connected, sending the soulling flying into the bed.

“No, no! It’s Ani!” she laughed, despite the three deep gushes the dragoness had torn into her once perfect face, already bleeding yellow blood profusely. “We just went over this! Did you forget already? Hahaha.”

Ember didn’t need any further motivation to continue her assault, leaping upwards to dive at the changeling once more, claws shaking with rage that wouldn’t be sated until the evil soulling before her was rendered into a bloody pulp.

But before her hand could stab into the woman’s heart, a striped zebra filly appeared out of nowhere, directly between the two of them. To Ember’s credit, even in her rage, she managed to comprehend that and pull back her attack. Unlike her enemy she would never be one to ever harm a child. 

“Don’t hurt my mommy!” The zebra filly exclaimed, holding herself firmly between the dragoness and her target, seemingly content to take whatever attack was thrown as she defiantly puffed her chest outwards.

Ember was stunned beyond words, unable to fathom why an innocent filly would protect a vile creature like this. Did she not know what they were doing to her people?! There was no time to reflect on that though as a striped colt was suddenly behind her, giving weak tugs to her tail as if wanting her attention.

“Are you here to take us back to the outside world?” he asked, as if struggling to hold back tears. “Please don’t make us go back!”

Another zebra child appeared next to Ember, and another, and another, and another… where were they coming from?!

“It’s awful out there!” one begged.

“Please let us stay here with mommy!” another added, frantically.

“We don’t want to go back!”

“Let us stay! Please please please!!” 

“We don’t want to leave!”

“We would rather die than leave mommy!”

“Just kill us instead!”

“W-What n-no…” Ember panicked, unable to address the concerns of the crowd of concerned and helpless children that had suddenly appeared around her, making herself the center of all their attention. “I wasn’t going to do anything like that!” The changeling was now the least of her worries, laying silent in the bed as she was. But even the deep slashes from the dragoness’s claws weren’t able to ruin the fat grin she continuously wore on her face, a mixture of smugness and struggling to hold back laughter.

The now sizable crowd of children were on top of Ember now, drawing the confused and conflicted dragoness down for them to pile on top of her atop the bed. What seemed like an unorganized tangle of fillies and colts to her was only seen as an organized assault from Cercus silently watching. Yet, he knew he couldn’t say a thing to warn her, else the soulling would be alerted to their presence!

The bigger and heavier colts sat on her arms and legs, held out away from her body, claws deliberately positioned against their soft chests, knowing Ember wouldn’t risk hurting them to move. Two other zebra fillies, seemingly adorable sisters, firmly attached their lips to the busty dragoness’s tits as they started to earnestly suckle away. Both of the girls cast pleading looks of desperation to her, making Ember shudder as their surprisingly skilled mouths worked against her. 

Below, another two fillies were devoting their mouths not to her, but to the a cutely innocent colt’s cock, lathering it up to a slick full erection as he stood emotionlessly posing before the dragoness’s highly-sought pussy. Another, even younger colt, was already there eagerly lapping away at her folds to prepare them as if he was the sex slave for once.

Ember moaned in helpless delight as the forbidden thoughts and pleasure coursed through her frame, and Cercus could not blame her one bit for it. He had always known his slave had a soft spot for kids, and these zebras were taking full advantage of that.

The now ready zebra colt braced himself against her hips as he briefly positioned his member against her wet folds before giving a wild thrust forward, slipping inside her in ease. The dragoness’s walls clenched against the invading member with trained tightness, inviting the young boy to thrust deeper and deeper into her loving pussy. 

It wasn’t just a single overeager striped colt fucking her either, every single zebra atop of her scaly form moved with the express purpose of getting her off. Fillies were moaning wantonly, groping, licking, and stimulating any erogenous areas they could get near. The colts were likewise grinding their hardened peckers against her body as they waited their turn, flooding the dragoness’s heightened sense of smell with a powerful, forbidden musk. 

The colt happily fucking away at her cunt hilted inside her and emptied his load. It wasn’t quite nearly as much as a certain trained youngling tended to perform at, but it didn’t matter. The moment he was finished, the boy pulled out without a word and was instantly replaced by another, who resumed thrusting away without a moment of hesitation, giving his lover no reprieve from the sexual onslaught. 

Ember certainly didn’t notice it in her lust-fueled frenzy, but Cercus did… The eyes of these zebras were exactly the same as the many they had seen before. Cold, empty, and unaware, with the only love produced from the passion coming solely from the dragoness sex slave herself. Completely one-sided love, far lesser than the sum of all parties. It only made sense considering all of these boys and girls were mindless thralls, acting as if they were controlled by the very drone Ember had attacked.

Unbeknownst to Ember, the soulling was already back on her feet, the wound inflicted on her face having vanished like it was never there to begin with. Her demented smile only widening with each of her prey’s pleasured moans.

“Oh my, I see you are already well-versed in the art of young love,” Ani teased with an unhinged giggle and snort. “Does it bother you in the slightest how I snatched each one of my little pets here right out of the arms of their parents?... No? You’re still getting off? Ooooh, you naughty, naughty, naughty dragon!” she squealed in delight, shoving a nearby filly off to the side to make room for herself. The zebra landed off to the side on her back, unmoving and non-reactive as if she were unconscious.

“Go ahead and cum for me… I know you want to~” Ani practically sang, grinding her own fingers now against Ember’s clit. The dragoness was up to her third striped cock balls deep within her cunt now, as he too sped up to an excessive degree, appearing to fuck faster than his tiny body should have even been able to handle. “Cum,” she cooed again, the many colts and fillies around them likewise increasing the ferocity of their acts to bring her prey to a fevered pitch. “Cum and give me that delicious little soul of yours hiding away in there!”

Cercus couldn’t bear to watch any further, already knowing Ember had lost this battle. Her disgraceful screams of ecstasy hurt his ears, as the wantonly horny dragon climaxed to her many insistent little lovers. He could even feel her heat from where he was, as the shameful sex slave squirted her love juices in a lust-fueled rapture onto the many zebras crowding the bed.

And just like that, every one of the zebras stopped in perfect unison. Each of them holding emotionless expressions on their blank faces as they simultaneously rose up from their spots and backed away, leaving only the smirking soulling atop of the now defeated ex-dragon lord. But things weren’t over for Ember yet.

Cercus’s eyes widened as what appeared to be a small white glowing orb floated outwards from Ember’s chest. Ani eyed it with malicious glee as it hovered towards her before eventually floating inside her own stacked chest. The soulling responded with her own squeal of feminine delight, giving a shudder and a shiver, kicking her feet in the air as what seemed to be a small orgasm of her own coursed through her. Her breasts bulged and bounced as they too expanded slightly with their newly claimed soul.

“Sooooo tasty…” Ani moaned wantonly, eyes rolled back in her skull with her tongue lolling from her mouth. Her cunt was overflowing with juices as she eagerly grinded her folds against her helpless victim’s leg. “I never knew dragons had such delicious souls! I must visit your land next! Tell me, where do you hide your hatchlings away? Hehe,” she giggled shamelessly.

Ember, having slightly recovered from her forced and tremendous orgasm, was back in anger mode. “I’ll kill you for this, bitch!” she roared.

“Oh no no no,” Ani laughed again as if genuinely amused by a joke. “I’m afraid you won’t! This is goodbye for you, dragon~”

It was then the speechless Cercus witnessed several realizations at once. What Zuri had meant when she said her country had done away with stallions, why he had not seen a single stallion or mare in the endless void of zebras fucking, and why his mom was so insistent on him staying as far away from soullings as he possibly could…

Ember’s body began to shrink. Not just in size, but in form as well. Her once prized breasts began to recede slightly, her horns sunk back into her head, and what muscle definition she had shrank and vanished entirely. The dragoness wasn’t being minimized, her age was regressing! Ani licked her lips in delight as her horn’s glowing gold magic exercised full control of her new dragoness’s soul, bringing her being to match the form her prey held at a mere hatchling age.

“W-W-What? Where am I?! Who are you?!” A now remarkably younger-voiced Ember cried out in pure confusion of where she was or how she got here in this bed, with this strange bug creature leering down at her vulnerable form. She backed away in utter fright, showing horror the older her would have never dared to display.

“Isn’t it obvious, dear?” Ani giggled in pure joy. “I’m your new mommy! And you have plenty of brothers and sisters here just waiting to get to know you!” 

The younger Ember didn’t even have time to react as the emotionless zebra thralls started to move in unison towards her once again, diving at the scared and weakened dragon.

Ani only laughed in elation as her fillies worked to hold the struggling dragon down, while the boys dove in with their cocks once more. A trickle of fresh blood was seen leaking down from her pussy, signaling that she had somehow been deflowered for the second time in her life! It wasn’t everyday one got to fuck the older and younger version of a woman in a single session. Usually she just had to settle for a mother and daughter. How lucky her children were!

The scene didn’t play out any further, in this realm. Instead Ember, and the rest of the zebra children dissolved into similar glowing white orbs. Their souls flowed upwards and back into Ani’s chest from which they had come. Cercus already knew his friend was imprisoned in yet another soulscape, within the changeling, where the sexual antics would play out from there.

Ani hummed in delight as she surveyed the now empty bedroom, pleased beyond words how her simple surveillance check had landed her such a prize. She would have to keep the female dragon slut a secret for now, giving her ample time for herself to enjoy her alongside her other children inside her. Not wanting to delay her perverted fun times any further, the soulling’s wings buzzed to life as she took off into the white void, leaving behind what she believed to be an empty bedroom.

Even with her gone, Cercus didn’t dare move or even speak, still attempting to process all the things he had just seen. And he wasn’t the only one… Zuri was beside him, wide eyed and awake, having witnessed everything.
> False Mothers
> --------------------------------------------------------------------------

“Uhhhh…. Sir Pharynx, the scouts have finally located some zebras… and there’s a lot of them,” Chronicle relaid his report to his superior officer hovering in the air far above the Zebrica rainforests once again.

“Yes! YES! Fucking Tartarus! Finally! Fuck!” Pharynx roared, releasing long pent-up frustration. “I’ve been so over playing this dumb game of cat and mouse. Where are they? Where the fuck are they?! By Chrysalis I don’t even care if it’s a zebra stallion at this point! I’ve been dying holding onto this fucking hard-on for hours now, waiting to stick it into some dirty striper holes like I was promised months ago!! I swear, after I’m done using them they aren’t going to be able to walk ever again!”

“Ummmm…. Well…. Uhhhhhhh,” Chronicle now hesitated to speak.

“What?! Clit got your tongue, soldier? Speak up!” Pharynx yelled at him. “Where are the slutty stripers located so we can get this fuck fest going already?!”

“They’re in a hole… sir… six feet below the ground…all dead… Some sort of mass grave. By the looks of things they’ve been there for a few years… and they did not have a pretty exit.”

“..................................................”

Other than the sound of their buzzing wings, the swarm of hovering changelings sat silent for what seemed like an hour. The silence only broke as Tylus keenly noted and spoke, “well, at least it took care of your hard-on problem… sir.”






“M-m-monster! That was a monster! Kituko!” Zuri shrieked back in the empty void that composed the soulscape.

“Please calm down…” Cercus replied solemnly, holding the shaking filly tight in an attempt to comfort her.

“They raped her… They stole her soul and turned her into a child!... That is the nightmare my people have been subjected to for years?! At the mercy of these twisted monsters?!”

“It’s not the end of the world. We can still fix this,” Cercus repeatedly reassured her, though not even knowing if that was true himself. “We still haven’t been caught. We can’t let Ember’s sacrifice for us be in vain.”

“I do not deserve to live…” Zuri was now sobbing uncontrollable, the changeling's words bouncing off of her ineffectively.

Okay. That was officially enough. It was time to resort to a little mind magic. 

Using the very skills his mother’s side of the family had taught him, Cercus gently reached into his striped companion’s mind, easing the tremendous stress that had just recently been placed on her psyche. An ungodly unhealthy amount.

“*sniff* I’m sorry about your friend, Cercus. She seemed a good companion… and a noble spirit,” Zuri finally spoke as she settled down.

“Ember is so much more than a friend to me,” said the changeling, hugging her even tighter. “And I know she sacrificed herself believing we could fix whatever trouble she got into. So think! What can we do to beat these soullings and free her and all of the zebras from their grasp?”

“I was hoping you would know,” Zuri replied, standing back on her hooves. “You seemed to be more familiar with this type of magic than I.”

“All I know is what my mother taught me. That this breed of changeling specializes in soul manipulation. Once they get a hold of it, they can control everything about you. Your mind, your actions, your memories… even your age it seems. And-and they do that by making their victims orgasm! It provides a brief moment of vulnerability in a person’s being that lets magic slip in. The new owner can then store their souls in a place like this, inside of them, building whatever reality they desire.”

“You are saying this… ‘soulscape’… is not of my mother’s creation?”

“Heck no! It probably belongs to whoever is running this place. And I can already guess that it’s going to be a changeling queen.” Cercus shuddered at that very word again, bringing flashbacks to her last encounter with one of the few fabled hive queens that existed in this world. It was a heart stopping experience all around.

“Then if this space is not hers, my mother must know something of this then,” Zuri went on, pacing back and forth. “She would not have lied to me otherwise!”

“What? Do you think your mom purposefully sold you zebras out to the soullings?”

“I do not know… But if that is the case, I’ll kill her myself,” Zuri seethed.

Cercus gulped as the zebra filly stomped on the floor of the void, moving its location once again. The changeling soon found the both of them standing in the queen’s royal chambers. A similar room as Zuri’s but more grand by all accounts. The very place his striped zebra filly had begun her hunt for him.







“You know, now that the boys have begun their little zebra hunt, the rest of us women likely aren’t going to get any dick for weeks,” Luna cooed as Seta and her entangled limbs in the below deck beds. The two older slaves shared a kiss of passion as their enlarged tits mashed into each other.

“Try months,” Seta corrected as their lips parted. “That just leaves the non-zebra girls alone for some girl on girl action, I don’t mind that. At the very least, watching our betters breed those stripers into submission will be quite a show.”

“Hmph, we’ve done nothing but train for years into becoming perfect sex slaves to serve their every whim, and this is how they repay us,” Luna remarked, sounding slightly peeved. “Even the sexual skills of goddesses like us don’t compare to striped pussy, just because it’s a new commodity.”

“Hmmm, that doesn’t sound like the right thing for a slave to be saying,” Seta remarked with a frown, pausing their tender moment. In a pink flash, the changeling mother ignited her mind magic as wispy tendrils of her changeling power shot into Luna’s head.

Luna closed her eyes and took a deep breath before opening them and speaking, “my master can fuck any pussy he wants… I deserve nothing in this world of men. His mere attention towards me is the purpose of my existence that I strive to achieve.”

“Is that better, dear?” the changeling asked as her mind magic retreated.

“Yes… thank you, Seta,” Luna smiled as she realized her impure thoughts were corrected. It seemed as though the mind changeling was doing a better job at seeing to her eternal duty than she was.

“Good. Always remember you and I are supposed to set good examples for the girls out there!” Seta beamed before giddily shoving the lunar princess down between her legs. “Now get to tongue lashing down there and see if we can’t get any more of the mares onboard to join in!” she giggled.







“Zuri… you’ve returned at last,” A tall imposing zebra mare of regal stature spoke to them. “And I see you’ve accomplished your mission. Well done.”

The filly was glaring, shooting her eyes around the room. Strange. All of the usual mare guards and servants were oddly missing for once, leaving just the three of them alone to speak. Something was off.

“I am no longer here for that, mother,” Zuri curtly shot back at her. “There are bigger concerns at play than you finding another boy lover to exercise your lusts upon.”

“Mmmm, I take it you’ve finally seen them,” Zabella sighed. “...Very well. The truth it is then. It has finally all come to an end.”

“Tell me honestly, mother, did-”

“I am not your mother!” Zabella interjected with a raised hand, silencing the young zebra.

“What?” Cercus and Zuri both replied in unison.

“Your mother… your real mother… regretfully passed from this world when she gave birth to you, Zuri, twenty three years ago.”

“T-That does not make any sense…” Zuri gasped. “You are my mother… I-I remember-” 

“You remember what, young filly?” Zabella shot in. “A childhood? Tutelage under my close watch? Growing to agree to serve my whims for the betterment of Zebrica? Tell me, how sure are you of those thoughts in your head?”

Zuri’s thoughts instantly lingered back to the recent conversation she had with Cercus. The abilities one had after possession of one’s soul…

“In truth, I am not the queen you think I am. I am not a princess, I am not a ruler, I am not even one who has a single drop of royal blood to my name. The only thing I ever claimed to my own was the position of a mere shaman, like my own mother before and her mother before her. I made my living treating my village’s sick and injured. It was all I ever wanted. A simple, honest life of fulfillment… until the war that tore our country apart began.”

“T-that is a lie! H-how would you then end up pretending to be my mother, leading this… fake existence of our once proud nation!?” Zuri exclaimed, quite obviously struggling to believe or process all of this information as she shook uncontrollably. 

“Do you remember what we called our purge, Zuri?” Zabella replied. “It is one of the true memories you have of me.”

“The Great Reset,” Zuri breathed…

“Correct. There is a zebra saying that, in life, when one encounters a seemingly impossible, unsolvable problem, sometimes the best solution is to simply… start over again. But the trick is to not simply start from scratch, but approach at a different angle. That was exactly what I did. I made a deal with the devil. To save our people.”

“To save us?! You call this saving?! I’ve seen what they’ve done!” Zuri screamed. “Giving your own people up to these monsters who turn us into mindless children for their sexual perversions?!”

“Yes. And I would make the same choice a thousand times over, should it be asked of me, child.” Zabella did not seem phased in the slightest bit by the emotional zebra’s outburst, having made peace with her decision long ago. “The war sundered our once great nation to the point of collapse, our people were aimed for extinction, thousands perished by our own hands with millions more soon to come from famine and malnutrition. And for what? To serve our own hubris? To satisfy our pride? For such a foolish cause… No. The changelings weren’t just our desired salvation, they were our deserved punishment.”

“Ummmmm, what is this war you keep talking about?” Cercus asked, unable to maintain his curious nature of its disastrous effect it had on Zebrica. “What was it even about?”

“Blood and beauty,” Zabella replied to him plainly.

“So what? It’s easy to speak about our deserved punishment when you sit up high as a false queen!” Zuri growled.

“I have not been spared in the slightest!” Zabella shot back angrily now. “I’ve suffered the changeling’s perversions more than any other. As they dragged more and more of our people into this twisted realm, growing their power, they thrusted each of them upon me, lending me their magic, ordering me to perform upon them, if for nothing more than to satisfy their amusement.”

“Soulling magic requires an orgasm to harvest a soul…” Cercus breathed.

“I have slept with my country men and fellow women… their sons and daughters whose ages were a mere fraction of mine… Even as many of them struggled against me, confused beyond words of who I was or what I was doing to them, I brought them to fruition. Harvesting each and every single one of their souls, innocent or not, for these changeling’s to control.”

It was only then did Cercus get a good glimpse into the motherly zebra’s eyes. They were bloodshot beat red. As if the mare herself had not slept a single sound night since her arrival in the soulscape.

“I am tired, Zuri… so very tired of it all,” Zabella sighed weakly. “I am perhaps the oldest living zebra in this realm and the waking one, my entire country converted and held as mere children who have no memory of whatever adult life they may have experienced. I am all that remains of a polluted generation that inflicted such horror and death upon itself in a foolish war.”

“That is why you wanted Cercus…” Zuri spoke, everything suddenly clicking at once.

“Even here, I was granted a vision of his arrival. An outsider to the soul’s hive, yet one capable of wielding the very same magic. One that may grant me the very same fate I’ve delivered to so many of my people yet have been denied the same.”

“Soul magic? Y-You want me to use soul magic?!” Cercus squeaked. “I-I’ve never tried anything like that before! I’m not even related to that hive’s focus! It could be dangerous! I don’t want to hurt you!”

“The power to manipulate souls resides in the strength of your own soul, young one,” Zabella smiled warmly at him. “And from all I could discern from my vision, I have never seen such a kind-hearted, noble, soul in all of my long life. We may have just met, but there is not one other on this planet I would entrust my entirety to more than you.”

Zuri blinked several times upon hearing this, gaze shifting to her changeling companion as she suddenly started to see a new light to view him in.

“Well… okay. I’ll try,” Cercus gave a nervous gulp. Though it did bring him a good deal of confidence, thinking back to the wise words of his father: everything a girl can do in this world, guys can do a hundred times better! Well except handling cock. Nope, girls had that area of expertise locked down as the MVP champs. But Tylus hadn’t brought up soul magic in his exception, so by all laws of logic, he should have this in the bag. “D-do I need to make you cum for this to work?” he asked, stepping closer to her as it appeared he was prepared to do just that.

Zabella chuckled lightly, patting the adorable bug on the head. “Not this time. I will allow you to take my soul willingly.”

“All so you can become a filly again?” 

“Yes… my final wish. I do not desire to remember the acts I’ve committed over these past few years, nor should I remember the horrors of our war. Let it all be forgotten with me.”

“Okay…”

“Mother… I-I…” Zuri started, shaking her head disbelievingly. “I don’t know whether I should thank you or hate you for everything you’ve done for Zebrica.”

“I suppose, heh, it doesn’t really matter in the end,” Zabella chuckled to her. “I will not be remembering anything from this life, after all.”

“You did what you thought was right,” Cercus said solemnly. “And you followed through with it to the end. That was all you could do. All any of us can do, really.”

Zuri seemed to struggle with her thoughts before finally muttering, “t-thank you. For putting me on this path then. You may not, but I will remember you.”

It was then the young filly watched as her once believed mother spread her arms, closed her eyes and relaxed. A total of two small glowing spheres floated out of the mare’s chest and drifted towards the changeling, phasing into his body.

Cercus, focused on his inner magic, his horn igniting with flashes of emerald, pink, then finally yellow. “O-Okay… I think I’ve got this,” he managed to speak. “Are you ready?”

“One more thing, young ones,” Zabella shot in. “If you truly wish to topple the queen of the hive controlling Zebrica’s souls, you will need help. She is very strong.”

“H-How did you know we were going after the queen?” Zuri asked.

“To be so young, and full of hope and charge… I remember how it felt. It was nice…” Zabella sighed, looking up into the blank sky space above. 

The spell completed as Cercus activated full control over the zebra mare’s soul and being. All that she was and ever will be was in his grasp, and all it took was a mere reflection to an earlier point in its existence.

Zuri watched silently as the tall, curvaceous figure of the adult mare shrank down and morphed into a blinding flash of light. Afterwards, in the mare’s wake was now an innocent ten year old zebra filly, sleeping soundly in peace.

Cercus didn’t have anything to say to the young Zabella now. Instead he merely activated his magic once again, lifting the striped girl up and storing her soul’s essence inside his body as he had seen the soulling before him perform in similar fashion. She would be allowed to sleep to her heart’s content for once in a soulscape of his own design for the time being.

“It seems… as though you are the only real thing in my life now, Cercus,” Zuri commented in slight despair as she watched her false mother disappear inside the changeling. “What is even left?”

“There’s something else,” Cercus abruptly said, turning to face her. “She had two souls inside of her. One of them was hers, the other I think is yours, Zuri!” 

The filly was agasp, staring at her own chest, unable to fathom she had existed without her soul for all this time.

“That would explain how your memories of recent events are so twisted! And…” he added, biting his lip nervously as he pursued his striped companion’s soul inside of him. “Oh boy… I just figured out what she meant when she said your mother passed away twenty three years ago…”








“Do you think master found the zebras?” Luster Dawn asked her sister slave, back in the ship’s living quarters.

“I know he did. Master never fails in what he sets out to do,” Winter replied reassuringly, the kirin holding the younger pony filly tightly to her. “I bet he found the most beautiful zebras in all of Zebrica… and he is teaching them all how to properly love. Like we do!”

“And Ember is keeping him safe,” Luster sighed contently. “But I miss Ember. She was fun, and master loved her.”

“And she kept us safe too,” Winter added regretfully, staring at their living quarters door handle.

Ever since Cercus and Ember had snuck off into the forest together, it didn’t take long for Pharynges to take notice and, for some reason, devote all of his attention to having a piece of the two of them. Winter knew her many teachers back at school had drilled into them to never reject a man’s advances, to never speak ill of them, and to fully submit their bodies to their whims… but on the other hand, the changeling was just an asshole.

“Come on, ladies! Open up! I know you're in there!” Pharynges was heard through the locked bedroom door, banging on the door. “I’ve got a cock with your names on it!” he called to them as if thinking that was some sort of enticement.

Luster and Winter stayed exceptionally quiet, hoping to sell that idea that no one was in this room. Really the only silver lining in all of this was Flurry Heart being thankfully granted a reprieve from her master’s “affection” for a short while. Opinions between all of the girls at school seemed to vary wildly from topic to topic, but one thing they all could agree on was that the alicorn Flurry Heart was really given a short stick in life. Both metaphorically, and looking at her master’s legs, somewhat literally.

“Maybe there’s another boy we could appease to safeguard us from him until Cercus returns,” Winter whispered quietly.

“They are all too afraid of him, and not just because of his royalty status,” Luster replied fearfully. “I heard a rumor Pharynges learned a sleep spell, and has been sneaking into other master’s bedrooms and using it on them so he can enjoy their girls to himself. He’s convinced he can get them to abandon their master and join him since he thinks he’s so amazing with his dick. He wants a harem the size of a town.” 

“Who’s the idiot who taught him about NTR in the first place anyway?!” Winter growled angrily. That was supposed to be an advanced subject for seniors!

“NTwhat?” Luster replied back, only to freeze in abject horror as the bedroom’s lock suddenly began to glow with the unmistakable hue of Pharynges’s magic! Both girls couldn’t even bring themselves to scream, holding each other even tighter in their hooves fearfully as they helplessly watched their precious door lock become undone.

“AHA!” Pharynges exclaimed triumphantly bursting into the room, his cock bobbing erect below his belly expectantly… But, to his absolute surprise, the two fillies were nowhere to be found inside! “Wha… I could have sworn I saw them come in here,” the royalling muttered to himself, glancing about every corner, spotting no hiding places either. “Where did those dumb sluts run off to then?” He exited the room in a hurried trot, venturing off to search elsewhere. 







“AHA!” Cercus exclaimed triumphantly as two very special fillies popped into existence before him. “It was difficult, but it worked! I managed to pull them into the soulscape!”


“MASTER!” Both Luster and Winter cried in unison, diving at their beloved owner, tackling him to the ground.

“Hehehehe, girls, girls!” Cercus giggled giddily as his entire face was planted with a loving onslaught of kisses. “I love you both too!”

“Don’t ever leave us again like that!” Winter exclaimed.

“It was so scary without you!” Luster added.

“Oh come on. It couldn’t have been that bad. I haven’t been gone that long!” Cercus scoffed.

“Pharynges was coming after us,” Winter said.

“Oh shit. Never mind. I guess it was a nightmare,” Cercus suddenly conceded. 

“Don’t worry. He didn’t get to touch us,” Luster reassured him. 

“Good…” the changeling breathed.

“Waaiiiit… who is this,” Luster suddenly squealed, finally looking up from her master’s face to see that they had not been alone. 

“Is that a-Is that a…ZEBRA?!” Winter exclaimed. Her master had done it! Just like she knew he would.

Standing before them both was not a similarly sized filly as them that Cercus had encountered in the forest, but rather, the mare that she would eventually grow into. Zuri now stood on two long and luscious toned legs, as a full grown woman, staring down at them below. Calm, measured, and refined. Perhaps she set the bar rather high, representing striped zebra perfection with a toned stomach, chest large and weighty, and hips that made both girls hot under their collars. Winter and Luster struggled to maintain their composure at the drop-dead bombshell of a zebra woman, thanking their god, Cercus, that she was likewise as naked as they were. If for no reason other than no clothes being available after her aging. But nudity was seeming to be an ongoing trend within this realm for some reason, not to mention it was the least of her worries now.

“She’s so beautiful!” Winter gasped, wiping a bit of drool from her agape mouth.

“Is she going to be our new sister?!?” Luster squealed only for her heart to lurch, slightly painfully, upon seeing the zebra mare’s empty neck.

Except Zuri’s neck wasn’t exactly empty revealing only that her body wasn’t quite flawless. From the base of the grown zebra’s neck, appeared a jagged scar. It was seen as a horizontal line, traveling clean from left to right. A detail that was not present when the mare was in her filly form. Though it wasn’t as if that bothered the two girls. None of their bodies were perfect, yet their master loved them all the same.

“Who are these two again?” Zuri asked testingly, staring down the two girls that had been abducted from the real world. It made her slightly envious, watching how readily they had embraced Cercus like that in such jubilation.

“They are my family,” Cercus beamed, walking between the both of them and wrapping his legs around them. “Closer than family actually! Winter here is a kirin and Luster here is a unicorn pony.”

Winter and Luster were both quick to catch on to their master’s purposefully vague explanation to their exact job description. Likely due to the fact this beautiful mare’s empty, but scarred, neck.

“Mmhmm!” Winter smiled at her. “We are just very… good friends!”

“Who take care of each other from time to time when one of us needs to be taken care of!” Luster added innocently.

“So… they are your sexual servants?” Zuri concluded.

“...Geez, did we make it that obvious?” Winter fell flat on her flank.

“Your master is a changeling. Just like the ones holding my people captive. I could only assume it was something all of his type took part in,” Zuri went on, clearly unimpressed.

“Yeah… Zuri is really smart,” Cercus chuckled. “And making her assume her oldest form probably just made her even smarter, but that’s a good thing! We’re here to help her! Me and both of you girls now too!”

“Help… as in?” Luster quickly asked.

“Saving lives this time!”

“Oh, well that sounds like fun either way!”

“Speaking of which, where is Ember?” Winter asked, glancing about the large empty white open space. It was just the four of them here. “Wasn’t she helping you to begin with?”

“Ember is kind of what we’re going after,” Cercus chuckled nervously. “See… she was abducted by another changeling woman in here. One from a different hive of soul wielding magic.”

“Hmmm, okay…” Luster and Winter both nodded and noted. “And?”

“Wait-wait-wait,” Zuri interjected. “That is not shocking to you two girls?” She was slightly disappointed, having looked forward to the shocked expressions these two children had when they realized what exactly was on their plate.

“Oh no. We have changelings back home with freaky magic powers too!” Luster giggled up at her. “One controls time and slows down everyone’s aging. Another can mind control hordes of ponies with a flick of her horn!”

“And-And!” Winter added excitedly, “The greatest hive of them all is the one that makes men!” The kirin cheered, gesturing boastfully to Cercus. “Well technically he’s the son of one of those hives.”

“Time, mind, and men…?” Zuri stuttered, already realizing that this was the other changelings the scaly lizard woman was referring to earlier. In a way, it was slightly comforting to know not only Zebrica had gone mad in chaos out there.

“Honestly yeah, men is such a cooler superpower to have,” Luster agreed with her sister. 

“Anyway,” Cercus coughed, getting the group back on track. “We’re all here to fight back against these soullings and step one of that is getting Ember back from the drone who abducted her using their own magic against them. Now, I only have two souls inside me, which only gave me enough juice to pull you two girls into the soulscape, but we are hoping this drone will give us more when we beat her.”

Zuri expression suddenly shifted serious, as she bent down low to the fillies level for a large request. “But we need to find where this changeling is hiding in here, and to do that, girls,” she paused, biting her lip, thinking of how to best phrase the next part only to figure she should just come out and say it, “Cercus is going to need your …souls…”

“Sure,” Winter shrugged.

“Is that all?” Luster asked.

Zuri was shocked. “......Girls, you realize I am not speaking metaphorically. He will need to use your souls. Your literal souls. The immaterial essence that embodies the entirety of your being, existence, and self! The very key to your personality, memories, and form! He could control all of it should he so choose!”

“Yeah, that’s fine.”

“I’m cool with all that.”

“If master wants to change us that’s up to him!” Winter added.

“I won’t!” Cercus proudly chirped.

“Oh? Well, yeah, there you go then,” Winter smiled back at Zuri.

Maybe Zuri was wrong. The soullings weren’t the craziest creatures in this realm. And here she was, believing herself to be exceptionally trustworthy, allowing this foreign changeling to keep her soul.

“We trust master with our life,” Luster said. “Why not trust him with more?”

“At least we are in agreement then,” Zuri sighed as she rose back up to her feet. Apparently she was in good hands all along. Zabella had not talked praise of just an average bug.


It took some time and patience, but Cercus was finally able to deduce the inner intricacies of soul magic slightly further, grabbing both unicorn and kirin’s very willingly offered souls and storing them inside himself. The two girls only smiled  sportingly as their essence was taken. In a flash of yellow light, their physical forms were gone, stored alongside their souls inside their shared master. It was all quite envious to Zuri, admiring the young trio’s closeness. Had she someone in her life like that before all of this? A lover? A mate? Why did it hurt her head trying to remember?

“How are you feeling?” Cercus snapping her back to reality with a tug on her tail. “Have your memories come back, now that you’re in your true age?”

“Some, but not all,” Zuri sighed in response. “My soul is finally free, but my mind appears to be repressing them all the same. Wherever the truth lies, I fear it is too painful for me to bear.” She idly rubbed the straight scar that ran over her neck as she spoke. “Regardless, it is not the most pressing matter right now. I believe you and I have a job to do.”

Cercus beamed up and her, earning him a smile in response before the zebra flashed inside him, storing herself beside Winter and Luster in his own soulscape. 

The youngling took a brief moment to realize his incredible fortune. Having the souls of three of the most beautiful women in the world stored in his chest. Now all that was left to do was find and rescue the fourth!







“Mommy! Mommy!” A young zebra colt called out, trotting excitedly up to the tall imposing changeling woman standing on the formless void. “I found a cute young dragon girl off the side of the road! Her parents are dead! Can she stay with us?!”

“A dragon girl you say, Zahi?” Ani gasped, quickly walking over to meet the diminutive dragoness who stood at half her height.

“H-Hi… my name is E-Ember….” the young dragoness, barely older than a mere hatchling now, squeaked shyly with a blush, unable to meet the intimidating changeling woman’s gaze directly. “I have nowhere else to go… c-can I live here with all of you?”

“Of course, dear! Of course!” Ani reassuredly stated, quickly scooping up and embracing the dragon in a tight loving hug to her naked breasts. “You can stay with us forever and ever! I will always be here for you. All of us will be! Isn’t that right, children?”

A mass of black and white striped zebra foals were amassed around them in a circle, nodding their heads in the utmost agreement.

“You’re going to love mommy!”

“She’s the best!” 

“I’m so lucky mommy brought us into her life!”

“Oh stop~” Ani gushed with a blush of her own, as she set the young Ember down on the floor. “I just know what my children need! Proper attention, care, and love! Isn’t that right… Zayd?” She playfully reached over and under a nearby colt’s legs. The young boy giggled madly as his mother quickly found and stroked his cock, rubbing it to full hardness. He laughed in glee as he helplessly flopped onto his back, Ani smiling mercilessly from above as her skilled hand showed no mercy to the inexperienced colt. In a matter of moments a white stream of cum was seen spurting up into the air before landing back down on the boy’s bare belly. “Oh my! More and more each time!” she said, closely inspecting her cum soaked hand. “I can tell your love for me is growing,” Ani smiled proudly at her child who beamed back at her. 

“Now Ember, as my newest daughter, I believe the honor of cleanup should go to you! Love in this house does not go ignored, young lady!”

“Yes, mother,” Ember bowed her head respectfully, scooting over to the colt, dropping to her knees, bending over, and diligently licking the salty substance off from the boy’s stomach. Ani was back above, purveying the dragoness’s vulnerable folds above with a smirk.

Ember suddenly gasped out loud as her tail was yanked upwards, the changeling’s greedy tongue diving in to lap at her now underage folds. “Mmmmmmm, so tasty,” Ani moaned as the dragoness squealed in pleasurable delight. “Did your old mother do this to you, darling?”

“Yes, mother,” Ember moaned back, shaking. “B-But not nearly as well as you!”

“Shhh shhh, dear. It’s okay. You don’t have to think about your past family anymore! You just have to love me…”

“Okay…” Ember whimpered weakly, legs going numb as she collapsed from the tingly feeling coursing through her inexperienced body. “I love you, mother!”

“I love you too,” Ani replied, with the tongue lashing to prove it. “Now go ahead and cum for me, darling. Cum and show me your love!”

The younger Ember squealed out in feminine pleasure as the older changeling woman ate her into a blissful quaking orgasm. Her slender frame shaking and quivering all over as she came.

“Lovely, dear. Simply lovely!” Ani praised proudly, her long extended tongue swirling a circle on her face to lap up the juices left behind on it. “I can already tell you will make a wonderful addition to our little family! Now let's not forget the love you have to show to your brothers and sisters! Which would you prefer? Boy or girl?”

“...B-boy…” Ember weakly gasped, still suffering the haze of her orgasm.

“You got it! Zeev you’re up! Zubair you’re on deck!” 

Two different zebra colts stepped up from the crowd, taking position behind Ember’s bent over and prone position. “Now remember boys, cum inside. We are a family here, and in this family we settle for only the truest displays of love!”

“Yes, mommy,” The boys droned on in unison as Zeev started to position his colt cock at Ember’s entrance.

“Good Gooood!~ Now Zula and Zeena. Where are you girls? Why don’t you two demonstrate your love for me next?”

“Yes, mommy,” Zula said, stepping forward.

“Well that’s one of you. Zeena? Where are you darling?” Ani called out, gazing about the crowd of her children.

Zeena was found… but something felt off. The filly was sweating, nervously casting her gaze about from zebra to zebra.

“W-W-Who are you all? W-Where am I?” she shrieked. 

“Zeena!” Ani scolded. “There is no need for that short of volume in this house! Inside voices, please!”

“I don’t know you!” Zeena cried, taking a freighted step backwards. Seeing only a crowd of fellow children wordlessly and silently watching a boy thrust his penis inside the prone form of a scaly lizard girl while a tall naked bug lady stood above it all didn’t exactly set her heart at ease.

“HELP!” she cried out to the void. “Can anyone hear me?! HELP! HELP!!!!”

“Young lady, I am your mother!” Ani exclaimed, getting angry. “You will not speak as if I am some stranger! You will-.....” the soulling suddenly sighed as she dropped all pretense. Zeena suddenly went quiet and calm as the light vanished from her eyes.

“I am sorry for that outburst, mommy. I love you,” Zeena said, now perfectly calm.

“It’s okay, darling,” Ani replied back, her voice full of sorrow as the young filly wordlessly trotted up to her and jumped into her arms. “I love you too… We’ll try again later. No matter how many times it takes.”

“Hello…?” A voice came from behind her, a voice not controlled by her.

In an instant all of the zebra colts, fillies, and Ember flashed into the changeling’s body as Ani spun around, seeing only a lone changeling boy standing within her soulscape. “Who are you? How did you get in here?” she shot out to him.

“My name is Cercus… and y-you took one of my friends from me, and I kinda want her back.”

“Oh… the dragon, I assume?” Ani sighed, wiping a stray tear from her eye. “Well yes… I suppose it was wrong of me to take her like the others.”

“Heheh, to be completely honest, I came in here expecting to do things a bit more forcibly… even went through the trouble to bring in my girls to help me, and they really know how to make a grown woman cum, but then I saw you-”

“I’m sorry you had to see that…”

“Do you want to talk about it?” The youngling asked, walking over to take a seat beside her. “My girls would be more than willing to hear you out.” A pink unicorn and blue kirin suddenly popped out of the changeling. 

“Yeah! Let’s talk!” Luster beamed at her.

“Winter, Luster, this is Anima,” Cercus explained.

“My friends call me Ani, and you possess soul magic?” She asked, to which he nodded. Ani’s mood seemed to visibly brighten. “My my, you certainly are full of surprises… along with adorable fillies!” she squealed, picking up Luster beneath the hooves and holding the giggling filly up in the air. “Well aren’t you just the cutest thing…” she paused for a moment before bringing the filly in close. “What exactly are the state of your parents?”

“Them? Uggg, they’re boring,” Luster said with a roll of her eyes. “But they are nice enough to give me space with my master.” 

“Hmmm, not good enough. And you?” Ani asked, looking at Winter.

“Well my mom is currently a slave up in Las Pegasus, so I guess she gives me space to. No idea who my dad is though.”

‘Cercus…. What are you doing?’ Zuri asked from within him. ‘This woman is our enemy! Not to mention sick in the head! Why are you conversing with her like casual acquaintances!?’

‘Don’t worry. I’ve got this! She just needs a friend… Or are you really that eager to have forceful sex with her?’

‘I-I….uggggg… mjinga!’ The voice in his head grew silent once more.

“See, changelings of my hive cannot have children of our own,” Ani explained as Cercus zoned back into the conversation. “Instead, a simple remedy we discovered is to simply take children from the undeserving, and raise them as our own.”

“Like… abduct them from their parents?” Winter asked. 

“Yes… but the bad parents,” Ani clarified with a wagging finger, seemingly drawn more into the genuine conversation with uncontrolled fillies for once in many, many years, seated down next to them with her legs crossed. The soulling popped the same zebra filly as before back out of her chest, catching her in the air, and holding the filly tightly in a hug. “This one is Zeena. She is a bright young thing from the Bonde La Mto region of Zebrica, fluent in several of her people’s surrounding dialects, a prodigy in alchemy, and high aspirations of becoming a witch doctor in the capital when she is older.” The soulling held the motionless filly up for the kirin, unicorn, changeling and zebra within the changeling to inspect.

“Oooooo…” Luster and Winter both marveled, still having not seen their fill of this nation’s land or people yet.

“This is not, however, her current form, is it Zeena?” Ani continued.

“No it isn’t mom!” Zeena suddenly perked up. “This is the me I looked like two years before the war began!” She illustrated her point by holding up her two hooves and pointing to herself. “Actually 23 months, 2 weeks, and five days if we’re being exact! The latest point in my life before things went wrong!”

“Thank you Zeena. And yes. The silly civil war. Damu Na Uzuri, as they called it,” Ani gagged, as if she didn’t make her zebra say those exact words for her with her control over her soul. “It is funny how easily a petty squabble can make some animals truly forget what’s most important in this world,” Ani sighed, bringing the now brightly smiling filly to face her once more. “Her father was one of those brutes… A man not only unable to handle a daughter but also unable to handle his intoxicants. This was Zeena’s previous form.”

The striped filly grew slightly as she was aged upwards. Cercus, Luster, and Winter visibly recoiled as the now slightly older and larger filly was seen with a deep scar cut diagonally over both her eyes. The remaining state of what was left clearly indicated that the zebra was fully blind.

“Now, considering I can’t have kids of my own, what am I supposed to think when I see this?” Ani exclaimed. “Parents who take blessings like these for granted! These tiny little miracles!” Zeena once again shifted back into her younger and unblinded form as she was unaged, smiling brightly at her fake mother once again. “It happened all over this twisted land. Their entire nation was a wreck when we arrived. Needless to say, I had some strong disagreements with their guardians when I came to rescue fillies and colts like Zeena away with me.”

“Disagreements… Like what? Do you tell them what they’ve done wrong?” Winter asked.

“How they don’t deserve kids?” Luster added, leaning forward, clearly invested in the story.

Ani’s gaze shot quickly between the two of them before squeaking out, “In a sense… yes… b-but let’s not delve too deep into the nitty and gritty details of it all, shall we? What matters at the end of the day is that they are in my care and it is my duty to raise and nurture my sweet little orphans.”

The soulling nuzzled noses with her filly before pulling her soul back into her chest. “Because that’s just the problem! I’ve given them my love and affection, like they’ve been missing, like any decent mother would! I’ve given it to them for years in here, and they all reject me! They just see me as a monster!” 

“Ummm, we saw you,” Luster shot in. “You were just having sex with them.”

“Indeed I was,” Ani replied plainly. “Love and affection! It is what all growing boys and girls need from their mothers! I read it in a book once.”

“.............................”

‘Please kill this changeling…” Zuri groaned from inside Cercus.

“Ummmm, Ani…. you do know that parental love and sexual love are two very different things?” Cercus explained.

“What? Why? Love is love!” 

“Did this book, by any chance, have pictures in it?” Winter asked.

“Some did, yes,” Ani answered. “Actually they were very quite graphic in detail, very informative. Illustrated exactly how a good mother cares for her son. And, strangely enough, even though the example family weren’t bugs it seemed as though the material was targeted directly towards teaching changelings like me!”

“What why?” Luster asked.

“It was titled: Insect Love.”

“Think you might’ve misread the-o-okay… maybe we should try this from a different angle…” Cercus mused.

“I still don’t understand the issue. We can agree sex is good, right?” Ani asked.

“Yep!” 

“Totally!” Luster and Winter quickly agreed.

“And you’ve heard of the expression: you can't have too much of a good thing?” Checkmate.

“Well… she’s got us there,” Luster pouted, scratching her head.

“No… nope, try again Luster!” Cercus replied.

“I can see you girls' collars, I know you enjoy sex,” Ani went on. “My children are around the same age as both of you, why would they be any different?”

“Well, duh! For starters, all of us went through years of sexual education at school to get to this point,” Winter explained.

“Yeah, if my mom tried to pull some kinky stuff on me before my first year, I would have freaked out,” Luster added.

“A school you say?” Ani noted with clear interest, materializing a pen and notepad straight from the soulscape as she began to diligently take notes. “I see, I see…”

“It was like one year of intro and history mixed in with some practice on dummies. Then on our second year our masters got to pick us from a line up,” Winter tapped her chin as she thought back.

“The best guys in the class got to pick two!” Luster proudly added. “That’s Cercus. Our master. He picked us both!”

“Yo,” Cercus said with a raised hoof.

“Then they pretty much lock us in a room together for a week to get to know each other better. Then over the next two years we start learning practical skills so we can better express our love for each other better. Different positions, different methods, proper form, proper behavior. Course, the guys tend to have a slightly different set of classes only they take. Bunch of smarty subjects that are a waste of time for girls like us.”

Ani was scribbling furiously on her notepad to the point Cercus thought he smelled smoke.

“Third year we delve into kinks and practical examples, all with our masters, of course.”

“Don’t forget Home EC!” Luster added.

“Yeah, that too! And at that point we’re also old enough to go on field trips! Like to… well, here in Zebrica.”

“Interesting, interesting,” Ani noted. “And who exactly runs and teaches this school?”

“Well it was a mixture of changeling approved women who were good at what us girls do best,” Luster recalled. “It was really inspiring. Some of the best and brightest women in Equestria discovered their true calling was actually sex. Oh, but most of all, at our school our main teacher was Chrysalis.”

“Chrysalis?! Queen Chrysalis?!! That bitch?!” Ani scoffed.

“Yes, she is totally a bitch!” Luster gagged. “I mean, we thought she was cool and everything at the start. She taught us a ton and knew practically everything when it came to sex. But then she got in a big fight with our master and killed him, but then he wasn’t dead, but for a while there we were sooooooooooo scared we lost our reason for existing.”

‘Wait-what did she say?’ Zuri asked.

‘I’ll tell you later…’

“I see. I see. And this ‘killing’ she did to him… is it something she did with all of her students or just him?”

“No, no. It was just Cercus. Big argument they had and stuff.”

“Oh, okay,” Ani nodded, crossing out a large section out on her notepad.

“But mostly the school gives us the time and freedom to do what we want! Letting kids be kids with other kids,” Winter said.

“That is a novel idea! A school… most settlements in Zebrica could not afford proper places of learning before. Maybe that could all change in this realm,” Ani was back on her feet, pacing erratic circles as ideas whirled within her mind. “Yes… yes! It could work!! I can see it already!” The changeling dove down and scooped up the three children in her arms, hugging them all tightly to her breasts in an embrace that radiated love even Cercus could feel. “Oh thank you! Thank you! My children will love this! Now how can I ever repay you for this?!”

“Ummm… oof… our friend’s soul?” Cercus struggled to ask as his face was mashed up against bare changeling tit.

“Ember? Why, yes! Of course! You deserve her!” Ani said, her magic allowed the dragoness’s soul to float from her chest and into the youngling. A short flight considering there was no distance between the two.

“T-thanks… and if it’s not too much to ask, could you help us beat your queen?”

“Queen Seele? Why? Whatever for?”

“Well she’s kinda holding a few million zebra souls to herself and my friend also kinda wants them back. Especially since they are making them do stuff like fuck endlessly as kids for years and years in that one plane of the soulscape we saw.”

“Hmmmm… oh that! That was just the child forms of all of the zebras who fought in the war! I thought it was funny and fitting, seeing as Seela paired each of them up to fuck a member who was on the opposing side! Hehehe!” Ani’s laughter seemed to falter slightly as she noticed her three new friends weren’t finding it nearly as funny as she did. Tough crowd. Maybe she will teach her children at her upcoming school to have a better sense of humor. “Mmmm, well very well. I suppose I owe you enough to try. You may take my souls for the time being. Be gentle with them though! They are my babies after all!”

Cercus, Luster, and Winter all suddenly plopped to the floor as Ani, quite literally, dove herself into the youngling in a magical flash. 

“Whoa…” Cercus gasped, mouth agape as he came to terms. “That is, like, a lot of zebra souls she gave me!”

“Awwww, she’s gone?” Luster pouted. “I liked her. She seemed nice.”

Zuri popped out of the changeling in another flash now that the threat was apparently gone. “You are a strange one, Cercus. With your friend at stake, I expected you to have charged into the confrontation in a different manner… yet you seemed to find some humanity in that creature where others would have not. And certainly not me…” she added under her breath.

“Thanks, but I really was just trying to prove my mom wrong about how talking could prove more effective than fucking sometimes. We fuck because we have to, not because we want to!”

“What are you talking about, master?” Luster asked. “We fuck like all the time because we want to!”

“I know…” Cercus mumbled. “It just sounded cooler in my head.”

“So what do we do now?” Winter asked.

“Well, with all of these souls backing me up, there's no limit to who I can drag into this soulscape to take on this changeling queen mother! Thankfully, we all know some of the top mother fuckers in the world who can help us with the task!”

“Our classmates?!” Luster gasped excitedly. 

“Mungu nisaidie…” Zuri muttered, already imagining more ‘families’ like the trio before her.

“Oh, but first! Ember!” Cercus proclaimed, popping the dragoness out of his chest, back in her original tall, busty, and beautiful adult form!”

“Whoa…” Ember breathed. “That felt really weird.” Winter and Luster both cheered gleefully as their fellow slave and friend was seen once more, hugging her scaly legs in joy. She bent down to pat their heads, noting Cercus’s proudly beaming form, but also a new figure who was present with them now. “Oh… hello there,” having set her eyes upon the first adult zebra in Zebrica so far, she growled approvingly. “Who are you?” 

“Take a closer look, Ember! You’ll never guess!” Cercus said.

The dragoness leaned in closer to the equally naked and equally tall goddess of a woman, squinting her narrow slits for eyes as she focused in on her. Suddenly Ember pulled back and gasped. “Nope. Still no idea who she is.”