The werewolf and the changeling

by Shadowstalker

Rating: mature
Tags: Sex, Random, Changelings, Original Character, My Little Pony: Friendship is Magic
Length: 4484

A Werewolf prisoner and Changeling guard find some relief in the boring cell, in which they both find some relief with each other.

Captured by the changelings, a lycan is sent below ground, away from the sunlight it needs to change back. Now, guarded by a changeling drone, she sees the only problem with guarding it. And it isn't so little when your muzzle only reaches its waist.

Published 2013-09-15 02:30:03 UTC
Last updated 2013-09-15 02:30:03 UTC

I don't even know.

Flint Shock wiped away another drop of spit the thing had flung onto her again. Glaring at the eight-foot tall, grey haired, roaring lycan, it fixed its golden eyes on her again and shut up long enough to bare its teeth. She hissed back at it, which only made it growl.

Looking in the opposite direction, she saw the reinforced doors that were meant to hold Princess Cadence should her queen attempt to catch her again, but, they would serve their purpose in containing the muscled monstrosity within. And, if it were to break the chains that had been fastened around its midsection, wrists and ankles, she would be the one and only changeling inside to fight it.

"I'm starting to think they left me down here because I'm female." She groaned. "And would you shut up! I can't even hear myself think!" She said yelling at the werewolf, and, as expected it roared back. "I can roar too!" She said before emitting her own ultrasonic screech that made it suddenly thrash around in its chains, clawing at its head. "Doesn't feel so good, does it?"

It looked down at her before growling and keeping quiet. She looked it in the eye before sighing and returning to the position next to it. Looking around at the steel bars and stone surrounding those, her eyes were drawn back to the werewolf.

"What's so special about you?" She asked making it look at her. "You're just a big wolf running around on two legs. All you've got are some big muscles and teeth."

It looked at her and snorted. She continued to stare at it, looking it over all the way from the pointed tips of its ears, down to the claws of its feet. Looking back up, she saw it staring up at the ceiling.

"You're not getting out until Queen Chrysalis says so." She said making it look back down at her. "And I don't care what you do, just as long s it isn't more of that roaring."

It seemed to understand her and simply let its head hang, eyes closed and just relax. She stared at it for a second before smiling and sitting.

Soon, the only sounds in the cell were of the werewolf quietly snoring and the changeling guard humming a small tune. As she was in her own little world, she stopped when a strong scent hit her. Opening her eyes, she glanced over at the lycan, expecting it to be relieving itself, but froze in shock when she saw what was hanging from between its legs and slowly rising.

Its flesh stick was rising as it slept, large red and smooth, she felt one of her eyes twitch as she stared at the hoof thick piece of meat. Shaking her head, she looked away, a furious blush on her cheeks.

"I think I preferred it when you were howling." She said putting a hoof up to block her sight of the thing's... Thing.

She sat there, utterly disturbed by the fact that it had to be doing that in its sleep; taking in deep breathes only worsened her situation as she could clearly smell the heavy musk coming off it, and that only made her body react in the opposite way she wanted it to.

Feeling her tail raise up as the proper mating position, she put it down with a hoof, scowling at the offending piece of membrane. Looking at the lycan, she could clearly see the red rod sticking up at least half a foot. Looking away, she scooted away and faced the cell door, fore-legs crossed and eyes closed in concentration.

"Don't think of it. Don't think of it." She kept repeating. "Don't think of it ramming its-no! Ew! Ew!Ew!" She said shivering. "That's just horrible..." She looked back and saw an ear twitch, assuring her it was still asleep. "It is asleep, and I don't remember the last time I was with a stallion of any kind. Much less a male." She said looking down at her hooves. "It is chained, so it couldn't get me if it tried. Should I...?" She asked herself, staring at its impressive package.

Her eyes glanced at the door and then back to the sleeping lycan. Biting her lip, she got up, tail tucked underneath her as she slowly got in front of the werewolf. Gulping, she looked directly at the red pole standing in attention, just inches away from her muzzle. Taking in the scent, her body gave another shudder as she felt herself become wet between the legs. Closing her eyes, she stuck out her forked tongue and ran it slowly up to the tip.

Hearing a sudden roaring and thrashing of chains, she saw the werewolf glaring down at her and snapping, trying desperately to reach her. She blushed as she sat there, not sure of what to do.

"Listen..." She said shakily. "I said listen!" She said standing. "I'm trying to help you out here! Do you understand me? I'm trying to help you with this." She said pointing at its twitching rod. "Do you want some sort of relief?"

It, for once, acquired a gleam of intelligence in its eyes and merely snorted. Narrowing her eyes, she leaned forward until her lips were just brushing its package. Blowing gently on it, it, for once, gave a whimper and then looked down at her, whining like a puppy.

She smirked, not a seductive one but more of a triumphant smirk. Gulping, she stuck out her tongue again and ran it up to the tip, this time receiving a drop of pre-cum. Shuddering from the salty taste, the wetness between her legs only increased with the heat. Sticking her tongue out, she wrapped it around the base and dragged it up, slowly she reached the tip but this time she pressed her lips to it.

Sucking on it, she felt around with her tongue, feeling the smooth tip that was the opposite of a stallions flared head, it was alien to her and she couldn't help but think that it was making her even more wet.

Lowering her head, she couldn't help but look up as it gave a grunt. She smiled slightly; sticking her tongue further down as her head traveled to tack one-third of the whole member in her mouth, she curled it around and started moving it up and down. Further up, she had started moving it further in, all the while relishing the smears of pre-cum it was leaving on the roof of her mouth. Taking her mouth off with a 'pop', she heard it give a whine, but her eyes were fixed on the red giant in front of her, a thin strand of saliva still connecting the two.

"R-Relax," she said with hot, heavy breathes. "One of us needs to breath. A-Alright, lets get back to business." She said taking in a deep breath.

Covering it again, it grunted as she put half of it into her mouth again with a single dive. Feeling the warmth it gave off made her shudder and let out a moan. It gave another grunt, slightly growling as she sped up and slowed in random intervals.

Suckling on like a calf would its mother teat, she put her lips on the tip and received another few globs of pre-cum which she was more than glad to take. Licking up the base again, curling her tongue around the entire thing from the tip down, she slowly let her tongue slide away. Looking up a it, it bared its teeth and bit at her, swinging its head side to side as if with a toy.

Putting it back into her mouth, she suddenly got an idea. Sticking it between her two front fangs, it slide between them perfectly while also giving in a good grip. Now taking half of it in her mouth, it rubbed against the roof of her mouth and threatened to reach her throat as she found herself slowly going further down.

It gave off a long growl, its head reaching towards the ceiling as it let out a low, gravely sound. Looking up, she saw it panting with its tongue hanging out. Feeling more pre-cum come out, she sucked it off and decided to go further down on it.

Pushing her head down, she took in the whole thing. As she breathed in the heavy musk it had, she could feel the tip of it going past the back of her throat and down further slightly. Pulling back for more air, she wasted no time in taking what air she needed before plunging back down.

Bobbing her head from the half of it down to deep-throating it, she was careful not to cut it with her fangs. As she was busy with her task, the werewolf had its tongue hanging out again in bliss, bucking its hips lightly it let out more and more pre-cum, signaling it was getting close to its climax, all the while the clueless changeling below continued her oral attack.

Stopping as she reached the base again, she held it there while gently sucking or moaning onto it and receiving more grunts from the lycan. Going up, she felt it buck its hips forward as she was about to take another breath of air. Quickly taking in more of the precious gas, she went at it with even more force than before, all the while eliciting more grunts and even whines from it as more pre-cum came out in growing globs and occurrence.

As she went down to the base again, she wrapped her tongue and put it between her fangs before going back and forth from the tip down, massaging the piece of meat with her tongue and rubbing it with her fangs, all of those combined plus with her holding her head at the base, finally sent it over the edge.

As she held he head there, her eyes widened as she felt a gush of warm, gooey fluid shoot down her throat. Swallowing some, she raised her head back, coughing as it clung to the sides of her throat. The next shot hit her in the face, sticking to her horn, running down the bridge of her muzzle and dripping off her chin. Looking at the twitching member, she put her lips to the head again and began swallowing what came out. She could feel it fill her cheeks up and she gulped it down, but some of it manged to leak out from the sides, dripping and sticking to her chin. As it died down, she continued to milk it for the last shot, which, she swallowed in two gulps but not before savoring it first.

Feeling it finally stop, she slowly slid her lips off, and cleaning the whole member with her tongue before that receded back into her mouth. Panting heavily, she looked up at it with half-lidded eyes and found it looking at her with glossy eyes. Swallowing some excess, she looked in front of her and saw its member still standing, and the lycan apparently wanting more.

"I-I thought you were supposed t-to be the one begging for the bone?" She joked. "Uh, stupid..." She said rubbing her hind legs together to extinguish the burning sensation that had arisen there.

It gave a growl, raising its head it sniffed the air before leaning towards her, ears up and alert.

"Oh no... I'm not letting you out." She said. "I-I can't."

It gave another whine, splaying its ears back it gave a low howl. The guard, upon seeing this, bit her hoof and then scowled at the wetness she had made on the floor. Cursing herself, she undid one of the shackle on its wrist; the effect was instantaneous. It reached over with its free claw and tore the other restraint to pieces before using both freed claws to tear away the restraint around its middle, and finally, the ones on its ankles.

Standing on solid ground again, it looked down at the changeling with a certain kindness and lust in its golden eyes. She, upon seeing what she had done, was backing up towards the cell doors as it approached.

Hitting one of the steel doors, she let out a surprised gasp as she felt the cold metal touch her nether lips. Now, facing the towering monster in front of her, she waited in dread as it leaned down to meet her eye level. Closing her eyes, she flinched as it merely licked her across the muzzle. Opening her eyes, she saw it lean forward and push its head into her shoulder, not knowing what to do, she wrapped her fore-hooves around its neck and rubbed the scratchy fir. She gave a surprised yelp when it suddenly flipped her onto her back and gave a slow lap of her own juices.

As it licked at the outside of her nether lips, she was moaning herself, feeling the rough, warm tongue quickly and efficiently helping to extinguish the fire down there.

It was licking up her juices like water; finally plunging its tongue into her hot depths, she let out a high pitched moan, her wings underneath her flashing red from blood pumping through them.

Feeling the pleasure she was longing for, she could only grip the floor beneath her as it mercilessly filled her entrance, the strong muscle making quick, rough strokes along the outside from the inside out. Its tongue was gradually getting deeper into her, and she could only encourage it with her own fluids. She let out a squeal as it brushed against her love button.

She was giving moans each time she felt its snout just brush up against her love button, squealing whenever it decided to just lick there. She arched her back as it buried its muzzle into her, eagerly eating her out. She was already coming close to her own climax, thanks to the werewolf's expert tongue.

Panting, each breath leaving her felt hot and made it just as hard to take in air. She was bucking her hips even more now, pushing into its muzzle further into her. Her tongue was hanging out of her mouth as she could only lay her head on the side, the pleasure she was receiving making her mind draw a blank.

Her lust numbed mind made one thought, wrapping her hind legs around, or at least trying to, around its neck, she tried to just have it stay in one spot. Instead, when she tried to do that, it grabbed her legs and forced them apart, leaving her exposed sex even more exposed. Feeling its tongue go deeper than before, she gave up trying to move and instead just moaned out whenever she breathed.

"A-Ah! Yes! I-I'm-" she screamed as her climax hit, her fluids soaking its muzzle as it licked them up even more fiercely than before.

As it died down, she looked up at it with half-lidded eyes. Rolling over, she put her legs underneath her and shakily stood up, her wings now sticking up like a pair of red sails. Panting, she looked up at it, seemingly out of breath.

"W-Wow." She said giving a dopey grinning. "H-How are you s-still...?" She couldn't finish the thought as she still saw the erect werewolf's member. "R-Round two?" She asked getting onto her belly and letting her tail move out of the way.

It gave a growl, getting onto its knuckles, it moved over her, making sure not to touch her sensitive wings. She could feel it, its massive chest over her, the beat of its heart sending small vibrations through her wings. She looked back as she saw it postilion itself at her rear entrance, the tip feeling red hot against her. With one thrust, she gasped as she felt it suddenly fill her and even stretch her walls slightly.

It wasn't like a stallions rough skinned, veiny thing of a schlong, it was like a griffon's, only larger and much better.

It started thrusting agonizingly slow, but increased its pace over time, eliciting squeaks and moans from the changeling underneath. It felt red hot inside her, thrusting smoothly in and out, it would pull out until only the tip was in before slamming back into her. It soon found a rhythm, putting itself half-way in before quickly thrusting in again.

Each time it thrusted, she felt herself lurch forward from the impact, she tried to back herself up whenever it was thrusting, trying to get more of it inside. She could feel herself getting wet again, only adding fuel to the flames that were being relit in her nethers.

It was releasing globs of pre-cum with each thrust, coating her love tunnel with it. Blowing hot air onto her ears, that only served to turn her on even more with the suddenly rough thrusts it was making. Grinding against the top of her walls, she felt it get off her back and gave a coherent yelp of surprise when it lifted her back end up into the air, leaving her to stand on her front hooves.

Wrapping its furry fingers around her waist, it slammed back into her, this time pushing all of it into her. Her knees gave out and her head was left laying on them as it pulled out and did it again, and again.

Thrusting in even faster than before, it relentlessly kept slamming into her, her own fluids lubricating it, making it even easier for it to pound into her.

It let go of her thighs and grabbed her back legs, pulling her in, it went even deeper inside her than what she thought possible, growling and groaning as it felt her try and move around. With each thrust, a wet smack echoed throughout the room, moans and growls intertwining with it.

She pushed herself back up, with as much effort as she could, she tried to turn herself to face it, but only turned her front half, half-way around. The werewolf, letting go of a hoof, let her bottom turn before grabbing the leg and continued pounding her, this time she could feel herself dripping down onto the floor and herself.

It was getting faster in its thrusts, breathing heavier as it neared its second climax and only adding to the return of hers. Leaning over her as best as it could, its drool was dripping onto her wings, causing her to moan further from the warm liquid hitting them.

She felt its grip tighten considerably on her leg and inner thigh, the claws digging into her flank but not drawing blood. It gave a howl, raising its head to the ceiling as it went as deep as it could, all the way until its tip was at the entrance to her womb, filling her up with heavy spurts. She gave out her own scream of pleasure, feeling the hot, sticky liquid fill her inside and leak out with her own fluids.

Loosening it grip, it still held onto her legs as it heavily panted, it slid out letting the cum begin to pour out. Her bottom half hit the floor with a wet smack, she lay there, panting, tongue hanging out in a sex made daze. Slowly, she blinked and got up onto her hooves, almost falling once or twice, she went to the doors and put her fore-hooves on the cold metal. Looking back, she saw it still breathing, now not as heavily as before, but she also noted it was still erect.

Shivering as she still felt its cum leaking out from between her legs, she laid her head against the left door. Feeling her tail raise again, it caught her staring and tilted its head as if mentally questioning her.

"C-Come on..." She said, her voice scratchy from the moaning and screaming she had previously done. "Y-You good f-for o-one more?"

It got up and shook itself as if getting rid of some unseen filth. Going over to her, it put its claws on the door above her and positioned its still erect member in front of her used nether lips. As it was about to thrust in, her horn light up for a brief second and it was raised by half an inch, plunging into her plothole instead.

It gave a throaty growl as she squeezed it, her other hole even tighter than the other. It sluggishly pulled back half-way and then slowly slid back in, the cum and other fluids from before giving it lubrication for a near, nonresistant thrust.

It grunted each time it plunged itself back into her, she moaned each time it went back in, the feeling of the left over cum feeling alien and intoxicating to her.

Its claws were digging into the door, puncturing holes in it as it was pounding her plothole, the new feeling making it growl and groan in a less animal-like fashion. Below it, the changeling was biting her lip, her sex numbed mind feeding her enough strength to not just become jelly against the door.

"C-Come on..." She said. "H-Harder... F-Faster..." She moaned.

It may or may not have heard her, but she found herself lifted up in the air, its claws now have torn through the door entirely and were gripping her sides, her head resting against its chest, she bounced with each thrust it made.

"A-Ah! Yes!" She screamed, not caring if the noise they made now carried through to the outside world.

It was holding her and just raising and lowering her roughly each time it thrusted. Each time she slammed down on it, it sent another wave of pleasure coursing through her, her arousal growing each second as she dripped down on it again, her fluids running down her thighs and onto its member, further lubricating it.

It stopped, pausing to breath as it was buried fully in her, slowly, it took her off and turned her around, and as her mind was clearing, it slammed her back down. She gave moan after moan, putting her hooves onto its broad shoulders, relishing the feel of fur against her chitin. She felt herself reach down with a hoof and began to rub between her legs even as the lycan grinded her plothole.

She rubbed herself, soaking her hoof as she roughly rubbed her love button. Squealing each time she felt a spike in pleasure, she was nearing her climax, and with the waves of pleasure coming from her other hole, she could only moan and after that, pant as it began thrusting harder and deeper than she thought it could before there.

She took a chance and, in a moment between the two, it was looking down at her, its lips pulled back. She, with a sudden burst of arousal and courage, leaned in and finished the gap. It fell back with a physical shock, and she savored the taste of its mouth before they were disconnected. Now, speared on it the lycan's rod, she placed both hooves around its middle and just started to grind herself on it.

"A-Ah! T-That's it!" She cried out, feeling its hot breath and thick fur against her.

Giving an almost feral growl, it grabbed her flanks and began pumping itself back into her, her efforts only helping to plunge it deeper into her.

She could feel its heart beating against her own chest, with each breath she took it let one out that reached her wings, sending shocks of pleasure through the sensitive appendages. She moaned considerably loud when it grabbed her tail and raised it up while giving it a slight tug, biting her lip she turned herself around so she was facing away from it. The werewolf, paying no mind grabbed her flanks again and continued slamming her down as she got a new leverage to make herself fall back onto it with wet smacks.

She could feel it giving off globs of pre-cum again, smearing her insides with it, she was panting as if she were running. Putting her hoof back between her legs she began vigorously rubbing it again, putting some of it in and massaging the folds.

It was tightening its grip again, growling even louder as its hot breath reached her and where her hoof was rubbing, adding to her pleasure. Its thrusts were becoming sloppy, but were even harder as it kept hilting itself on her. Her front half of her body was laying against the ground, her tongue hanging out as she relentlessly grinded against it.

She could feel it approaching, her second climax in the hour, so, she sped up the rubbing and with some effort, stuck her entire hoof in there while eliciting a gasp from her. Pushing her hoof back and forth, she could only moan as she felt her walls tighten around her hoof, and her hoof rubbing her pink pearl above while filling her up.

It was thrusting into her when it grabbed her flanks and held her down, she let out a soundless scream as she felt it fill her up again. The warm, sticky, fluid quickly began filling her up as it came out in even larger loads then before. As it filled her up again, she felt her own climax and screamed this time, louder than any other time. Coating the floor and her thighs, her hoof had blocked most of it, but it had driven her senses into overdrive with the combined pleasure of it still spurting out more and more cum.

The lycan lay still, panting with its tongue hanging out even as it felt her milk its member for every last drop, and it gave her that, filling her up with more until there was a slight bulge. Its member still inside her plugging her up effectively. She could only lay there, her hoof finally coming out from between her nether lips with a 'schlick' and a trickle of her own fluids.

They just laid there, panting in the afterglow of each of their orgasms. Slowly, almost tenderly, it lifted her up and she slipped off its flaccid member, moaning slightly as she felt the cum that was inside her begin to pour out. It set her next to it, and she watched as it shakily stood on its hind legs again. Looking down at her, it scooped her up with its claws and bounded out the doors.

"S-So... H-How about we go f-find a n-nice tree t-to sleep under...?" She asked before the physical toll of the past hour took over and she fell asleep in its arms.

Author's Note

This is just a random thought I had while on the bus. It's odd what one can think of while listening to Manian.