Ponytropolis II

Nala peeked out from an alley, watching Celestia and Luna bring Chrysalis inside the hotel.

"Damn..." she muttered, backing into the alley, deciding it best to wait until later to make her move

5 Hours Later...

Nala stepped out from the alley and stood in the dying light, staring down the hotel as if she wanted to start a staring contest. She then felt something rub up against her leg. Looking down, she saw a white cat with sky blue eyes. She then knelt down and picked it up.

"Hmm..." she said, thinking. "You'll do..." She then focused hard and let out a grunt, straining a little as she tried to take the form of the cat. After a brief moment she let out sigh and gentle dropped the cat. "If I was as skilled as Mistress I could do it..." she muttered, watching the animal walk away.

She then looked back at the hotel and saw two Elemental guards out front. Just then another left the hotel and began to walk around the perimeter. Nala looked around and found a mare and a colt walking hand in hand down the sidewalk across the street. Smiling, her skin turned neon purple, her hair became reddish-orange and shoulder length while her eyes became sky blue. Even her breasts changed, became a little bigger.

Nala let out a sigh and gripped her shirt collar, pulling on it so she could look at her chest. "Lucky bitch..." she muttered, before letting go. "Time to put this new body to good use..." she said, walking down the sidewalk towards the hotel.

Once she arrived she began heading down the alley beside it. The colt on patrol stopped and turned to look at her, hearing her approach.

"What are you doing here, ma'am?" the guard asked.

The disguised Nala smiled and pressed her back to the side of the building, looking at him. "I'm lonely and could use a little fun..."

The colt went wide-eyed. "Sorry, what?"

Nala chuckled and gripped her shirt, pulling the bottom up over her breasts, showing him her bra. "Are you free for a little fun?"

The guard gulped. "Uh... I-Isn't public prostitution illegal?" he asked.

Nala laughed. "There hasn't been law in this city for a while... And besides... I'm not a prostitute... Now, get over here..."
The colt hesitated before walking over to her. Once he got in front of her, Nala placed a hand on his shoulder. "Go on... Suck a little..."

The colt blushed and gently gripped her breast, kneading it before pulling the bra down under it and leaned in. He then wrapped his lips around the nipple and sucked. After a few moans of pleasure Nala felt herself start to leak. She then gasped and kneed him in the stomach. Her let out a grunt and dropped it his knees before the Changeling whacked him across the head hard, knocking him out. Letting out a small whine after her pleasure ended, she quickly knelt down and examined the colt before her body changed again. She then looked herself over and stood up.

"Now, let's see what I missed out on..." she cooed in a male voice, unzipping her pants. After pulling out her penis she gasped. "Wow, it's... kinda big..." She then began to quickly jerk it off, wanting to finish what she started with the colt.

She let out a few small grunts of pleasure as she pressed her back to the side of the building. After a minute or two she let out a grunt and shoot out a few streams of cum, which landed on the knocked out colt's face.

"Thanks for the quickie..." she said, shoving her dick back into her pants and zipping up.

She then continued the colt's patrol, walking all the way around the building before making her way back to the front door.

"Anything?" One of the two guards at the front asked.

Nala shook her head. "Nope," she said in her new male voice. "Nothing. Looks like it's gonna be a quiet night."

"Yeah, I hope so," the other guard said. "We need a break after today... Hell, this city needs a break after today."

Nala smiled and nodded before entering the hotel, looking around. 'Let's see,' she thought. 'We kept the Elementals in the basement...' She then made her way to the elevator and entered, pushing the button for the basement. Tapping her hand against the side of the elevator, she watched the 1st Floor light fade before the Basement light lit up with a ding. The doors opened and she stepped out, just in time to hear an orgasmic yell echo through the halls.

"Yeah, that sounds like Chrysalis..." she muttered, heading down the hall as she followed the source of the yell.

She then stopped at a room, it's door wide open. Inside was Chrysalis laying atop Celestia, the white alicorn's dick inside her pussy. Luna was kneeling behind her with her dick in the Changeling queen's ass while Twilight stood near Celestia's head, her dick in the queen's mouth. Cadence was standing beside them with her dick in her hand, all five females totally nude and sweating. Cum was everywhere as it oozed out of all three of Chrysalis' holes while her back was covered in it. The floor around them wasn't clean either.

Celestia looked over at the disguised Nala and smiled. "Guard... Kindly take this wonderful sex toy to one of the holding cells..."

Nala stared in shock, sort of feeling jealous that her queen was fucked to the point of total exhaustion. She then nodded and walked over to them, roughly taking her queen's arm to make sure to play the part of an Elemental. As she pulled the queen away, her mouth slipped off of Twilight's cock while Celestia and Luna's cocks slipped out of her holes, cum leaking out. Nala helped her to her feet before pulling her out of the room.

Chrysalis stumbled as she tried to stay up and follow the colt who was leading her down the hall. Nala looked around before finding the entrance to the holding cells and stepped inside. There was a desk at the far corner with a set of keys on it. Nala then led the queen over to the nearest cell and helped her inside. As soon as she let go Chrysalis dropped to her knees before falling onto her side, panting heavily.

Nala gave her a sympathetic look before walking over to the desk and grabbing the keys. She then went back to Chrysalis' cell and locked the door. After taking one last look she tossed the keys back onto the desk and walked away, heading down the halls as she made her way to where she heard a bunch of voices. Once she found the room she saw more naked people than she's ever seen before. Every major member of the Elementals were either sitting or laying down while the major members of the rival gangs were chained to the wall.

"Holy shit..." she muttered as she took a step inside. She then noticed a dark gray mare walking towards her with a blank, emotionless expression on her face. She stopped in front of her and looked down at the bulge in Nala's pants. "Um..." Nala said, staring at the mare. "Hi?"

The mare looked her in the eyes. "You're hard..."

The disguised Changeling chuckled and nodded. "Uh... Yep... Rock hard."

"Good..." the emotionless mare replied. "I like rocks."

"You don't say..." said Nala as she watched the mare get to her knees.

The gray mare then unzipped her pants and pulled them down a little, allowing Nala's new appendage to stick out. The mare then leaned in and gave it a few licks. It was still a little sensitive from having recently orgasmed but it felt great. Nala let out a soft moan before the mare wrapped her lips around the head and began to bob her head.

"Holy shit..." moaned Nala, biting her lip as she felt the mare give her a blowjob. "I-I wasn't expecting this..."

The gray mare kept sucking and bobbing her head as Nala felt another orgasm approaching. She placed her hands on the mare's head and began to hump her mouth, letting out grunts and gasps. Soon after, she let out a louder grunt as she blew her load in the mare's mouth. After letting it stay in her mouth for a bit, Nala finally pulled out with a sigh.

"Would you like to go for another round?" the mare asked, sitting on her butt and spreading her legs.

Nala chuckled. "Uh... M-Maybe later..." she said, zipping her pants up.

"Oh..." the emotionless mare replied, not seeming to care either way. "Okay..."

Nala bit her lip before sighing and kneeling down. She then leaned in and kissed the mare on the lips while gripping her left breast. The gray mare kissed back and let out a brief moan. Nala then moved her hand from the mare's breast to her slit and pushed two fingers inside her, pumping them in and out. The gray mare panted and grunted into the kiss, her lower lips getting Nala's fingers coated in her juices. After a moment of fingering, the mare came, letting out a loud moan of pleasure.

Nala gave her a smile and pulled her fingers out, licking the juice off. "Thanks for the quickie..." she cooed, kissing the mare deeply and pushing her tongue into her mouth.

She then pulled away and wiped some of the juices from her fingers onto the mare's breasts. Nala then stood up and turned around, leaving the room. Making her way back towards the holding cells she saw Celestia and Twilight leave, going the same direction she was. With their backs to her, Nala quickly slipped inside the room and peeked out, watching the two mares walk away. She then moved to the desk and quietly snatched the keys. She then returned to Chrysalis's cell and unlocked the door, making sure not to make any noise. After hearing the small click of the lock unlocking, she opened the door and entered the cell.

"Mistress..." she cooed, putting her hand on the queen's shoulder.

"N-Nala?" Chrysalis asked, eyeing her. "You look different..."

"Infiltration... Now, to clean you up..." she cooed, leaning in and began licking the cum off the queen's back. Once she was done she began work on the queen's lower holes, seemingly savoring the queen's ass as she licked all over it. Once Chrysalis was fairly clean Nala moved to her mouth. "Now I can give you some air..." she said, placing her lips on her queen's.

Chrysalis went wide-eyed but relaxed when she felt Nala exhaling into her mouth. It didn't take long before Chrysalis inhaled deeply, grabbing the back of Nala's head and deepening the kiss. After holding the kiss for a bit she pulled away, smiling.

"Still a good kisser..." she cooed softly. "So, do you have a plan to get out of here?"

Nala nodded. "Copy this form..." she said. "I have another in mind for me..."

"I can't..." Chrysalis said, feeling the ring on her horn.

Nala looked at it and sighed. "Shit... An MIR (Magic Inhibitor Ring)... That's magic... Only the one who put it on can take it off..."

Chrysalis nodded and shuddered as she had an idea. "Break my horn..."

"Wh-What?" asked Nala, not sure if she heard her correctly.

"Break... my horn..."

"Won't that hurt?"

"Extremely... But, it'll grow back and I'll still be able to use magic..."

Nala nodded and gripped the horn, her left hand just above the ring and her right hand just under. She then took a deep breath before trying to break the horn. She then used magic of her own to feed a bit of energy into the queen's horn where she wanted it to break. It then sparked and cracked the horn under the ring before Nala broke the tip of the horn off.

She then quickly placed her hand over the queen's mouth as she let out a pained, muffled scream, tears falling from her eyes. Nala sniffled, upset at seeing her queen cry as they both slowly calmed down.

"Now, uh... turn into me..." Nala said, wiping tears off her queen's face.

Chrysalis smiled and turned into the colt. Nala then turned into the gray mare that recently sucked her dick. "Now, let's go..." she said.

"But, you're naked..." said Chrysalis. "Won't that attract..." She stopped when she remembered the orgy. "Oh... Never mind..."

Nala smiled and stood. "This mare sucked my dick while I was a colt... So, I know her body pretty well..."

Chrysalis nodded and stood up, looking over her body. "Alright... Let's get out of here..."

It didn't take them long to make it out as no one suspected them. Nala did get some looks from others as she walked passed them with her whole body visible.

Once outside, Nala walked up a guard with a straight face. "If anyone asks... I'm taking this guy out for some more fun..." she said, grabbing the disguised Chrysalis' arm and pulling her close.

The guard blushed. "Uh... Just don't let... any kids see you..."

"We'll be in an alley..." she said, walking back to the alley where she was waiting.

Chrysalis smiled and gripped her butt. "Good job... I owe you a reward, don't I?"

Nala smirked. "If you want," she said as they disappeared into the alley.r