A Changeling Is Fine Too

by TittySparkles

Rating: mature
Tags: Sex, Twilight Sparkle, Slice of Life, My Little Pony: Friendship is Magic, Changelings
Length: 7100

Twilight Sparkle finds herself alone during an estrus cycle and a disguised changeling is her only source for relief.

Most mares hate being in heat. Only those looking to have kids enjoy this time but for ponies like Twilight, it's just another annoyance that life throws at her. Horny and frustrated that no males can service her in her time of need, Twilight has no choice but to venture out and look for that one lucky male that will have to help her. Sadly the only able male she finds is a disguised changeling that harbors little respect for her. Thankfully though, the changeling is a certain breed that can't get her pregnant and with that bit of knowledge in her head, Twilight discovers that a changeling is just as fine as a stallion would be.

Edited and preread by: Skeeter The Lurker, SolidFire, and Mikemeiers.

Commission for: Iakovl

Published 2014-08-28 20:30:03 UTC
Last updated 2014-08-28 20:30:03 UTC

Chapter 1

Spring. A very interesting time for ponies and nearly all animals in Equestria and around the globe. While spring always signaled the end of winter, it also signaled a thing that was either praised or shunned by creatures. Married couples and ones with a mate always looked forward to the bonding session the new season brought while those who were single loathed it because they would mostly be sexually frustrated until things blew over.

That thing, of course, was estrus.

Estrus, one of those things that not even magic could stop. Estrus, the bane of nearly all society and the one thing that actually brought Equestria to its figurative knees for a short while. Of course not all inhabitants of Equestria fell to the will of estrus. These beings were simply changelings; creatures that search daily for love to feed on and end up giving all that gathered love to their queen. Sadly, ever since the defeat of the Changelings’ queen at Canterlot, surviving drones decided to integrate into society and try to lead a normal life. Most lived with successful results, but for some, they simply relied on hugs, cuddling, and passion from random ponies they came across.

One would even think with spring in swing, changelings would be giddy and happy to find any random ponies looking to shag for a few days. In truth, when it came to estrus driven sex, there was no passion or love between ponies and such. Only desire and need showed in sex, and because of that, most changelings hid themselves during estrus season.

Sadly for some, being famished and in need of love drove them to wander about and hope they would find something, anything, that would give them a hint of love. Some of the more daring changelings could sneak into houses as ponies mated and steal valuable trinkets such as wedding bands or even simple drawings and crafts. Whatever has love put into making it, changelings could feed from it, and though it wasn't as strong of a source to live on, they got by.

"Ugh, I hate the scent in the air," one random, disguised changeling hissed as he trotted about, masquerading as a mare. "All these ponies reek of is lust and barely any love."

Changeling drone #626, one of the many changelings that were in the initial invasion of Canterlot and even a captain of his own troops, was now a surviving changeling in the town of Ponyville. On the day of the love blast made by a certain royal couple, #626, or his self appointed name Pandinus, or Pan for short, found himself launched to the outskirts of Ponyville. At the time he was thankfully rescued by a settler who had no knowledge of what changelings really were, and he had even managed to heal up and feed on the affection his caretaker gave him. Of course, once word started to spread about changelings, Pan had to distance himself from the pony who saved him and hid in the Everfree forest for a bit until things cooled down. Once he did, he managed to slip into Ponyville and took refuge in an abandoned home.

As Pan trotted about, looking for his next house to plunder, his eyes scanned the area around him and he was surprised by what he saw. Mares that couldn't find mates were running about frantically, searching for anyone or anything in an effort to get themselves off. As he looked on, he shook his head as some mares tried rubbing their burning backsides against trees, houses, the ground, and even trash cans in the middle of the street. For a place that was supposedly peaceful, Ponyville, and most likely the rest of Equestria, was in a state of sexual chaos. While Pan loathed all the lust and need in the air, he was happy he didn't suffer from estrus like the ponies did. Part of him even found it amusing as mares whined and rubbed themselves silly and even felt the look of confusion fall upon him thanks to his female form.

For those who watched, he simply smirked and swished his tail at them, provoking them in a way. As bitter as he was, Pan still kept part of his old self with him. In the changeling army he played the part of a stern general. He was never warm or overly cold to his troops, but when a creature from a different race was before him, he gained an arrogance much like how the high and mighty nobles in Canterlot acted. He looked down upon ponies, and when he made them squirm under him, he loved it and always exploited that ability of his whenever he could. Of course he had to be careful since most ponies were potential vessels of love. If he turned one away as a pony, then it would take him a while to befriend the pony again and gain their trust.

Continuing to walk, Pan looked on. As he looked around, an odd and very scary sight had greeted his eyes. About twenty feet from him was a lonely mare trotting about, and she was someone he came across up in Canterlot. While he loathed this certain mare, he felt more fear than anything else. Ducking quickly into a nearby back alley, Pan watched the purple mare walk down the street, much like how the other mares were.

The mare in question was Twilight Sparkle, and she was one of the last ponies Pan wanted to see. Back in Canterlot, she was a simple unicorn, but now… she carried the status of alicorn princess.

Watching from the darkness as she trotted by, tail swishing about and back legs awkwardly moving, Pan was legitimately surprised to see a mare like her alone during estrus.

“She doesn’t have a mate?” Pan asked silently. “How surprising that even a princess in this country has to suffer alone.”

As he spoke, he smiled a toothy grin.

“Stupid lack of males in this town! Why can’t I be in Canterlot for a few days!?” A very tired yet equally disgruntled Twilight spoke out as she forced herself to place her butt on the ground and rub it against it.

Ducking away slightly, Pan watched as Twilight groaned and gritted her teeth. While she did, Pan chuckled at the mare’s misfortune and was happy that she wasn’t going to get anything at all for a few days.

“Poor, poor pretty purple princess… stuck in this place while there are hundreds of stallions up in that mountain,” Pan snickered as he made an effort to look towards Canterlot, finding his vision obscured by buildings. “Hope you end up being alone forever."

“Ahhhhh, this isn’t fair! Ugh, guess I’ll just have to settle for a mare,” Twilight groaned, knowing very well only females remained in the town.

Turning for the same direction as Pan was, the disguised changeling panicked as eye contact was made with Twilight. Both looked at each other, surprised for a few seconds, before Pan knew that if he was that unfortunate female she would settle for, he would end up even more hungry than before. Ducking into the alley, Pan ran a few feet before he stopped and saw that the alley didn’t connect to anymore of the streets. Blocked off, he turned back around but saw Twilight standing at the end of the alley, glaring at him like he had done something wrong.

“Hey! You! Were you watching me that whole time!?” Twilight snapped as her back legs fidgeted non-stop.

Pan said nothing and slowly backed up to a wall. Fearing for his life, the changeling knew that he would never be able to take a princess on by himself without any sort of help. Considering he heard of her feats with magic, Pan knew he wasn’t about to escape her.

“S-sorry, my princess,” Pan stammered out in a perfectly masked female voice. “I knew I shouldn’t have.”

Twilight was ready to snap at him again, but she didn’t. Instead, she stared questionably at the pony before her and saw some off things. Firstly, she wasn’t fidgeting about, and secondly, the scent of a needy mare wasn’t present with her.

“Hey, why aren’t you in heat like the rest of the mares?” Twilight asked.

“Umm… well I-I uh… umm.” Pan tensed up and his eyes went wide as he didn’t know what to say.

“You’re not one of those stallions that look like a mare, are you?” Twilight asked as she stepped forward, a small smile spreading across her face. “Because if you are, then you and I are going to become fast friends.”

As she moved forward, Pan tried to move back, only ending up pinning himself against the wall.

“N-no, don’t be silly my princess!” Pan stammered out.

“Then explain why you’re not in heat!” Twilight replied, her smile turning into a grin as she thought she had finally found her male stallion.

“I… I -umm… well I,” Pan stuttered and did his best to explain such, but even as a transformed pony and having knowledge about ponies, he didn’t know what to say to Twilight. “I’m really a mare!”

“Prove it!” Twilight snapped, really hoping she had a girly stallion with her. “Turn around, lift your tail so I can see!”

“W-what?” Pan stammered out as he blushed and moved his tail close to his body.

“Turn around and lift your tail,” Twilight demanded.

Opening his mouth, Pan got ready to object, but as he did, he knew his disguise would turn her away. Even though she would still settle for a female, Pan knew that showing her he was a female would anger her. Wanting to see her reaction, he obeyed and turned around.

“Fine, here you go,” he said as he lifted his tail and smiled as Twilight’s expression went from a smile to an angry frown. “Sorry to disappoint you… Princess Twilight.”

“Uhh!” Twilight groaned as she stomped both her front hooves into the ground. “Why couldn’t you be a male!? Whatever, a mare will still work!”

Even though he knew she would advance on him, Pan still got worried for his safety. Knowing very well an alicorn in heat was a dangerous opponent, he wondered if he could deny her a second time. While the idea was risky, he planned to expose himself in his real form and anger her even more. Regardless of what happened to him, he knew any more time around her would risk losing his disguise, and if he was going to get caught, he wanted to do it by spiteing the princess.

“Sorry to disappoint you again,” Pan started to say as his body started to wrap in a green aura.

As that happened, Twilight paused and cringed as the sound of the transform spell played out. It sounded like wet straps of leather slapping against each other, Twilight’s body shuddered and her eyes went wide as the once-mare took on a new form.

Much like the changelings Twilight had seen in Canterlot and those in books, Pan’s proper form was everything she expected of him. Big blue eyes, bug-like wings, curved horn, and a jet black body. The only big difference was that Pan had a short blue mane where the end of it touched the upper part of his back.

“But I’m not a mare either,” Pan hissed as Twilight’s jaw nearly dropped from the sight.

“You… you’re a… No! No why did you have to be a changeling!?” she growled at him before flaring her wings in frustration. “Why here and now!? WHY!?”

“You seem frustrated, my princess,” Pan hissed, his natural voice coming out, which made him sound raspy and evil. “Do what you want to me, but least I go out spiteing you!”

Continuing to stare at the creature before her, the only thoughts that ran through her head was to put the changeling in a magical bind and take him to a nearby holding area, but staring into his blue eyes, she stopped and her angry expression disappeared.

“Wait, you’re just a regular drone, right?” Twilight asked as she started to think back to things she learned about changelings.

“I’m a captain you stupid mare!” Pan snapped back, not wanting to be called a regular drone by a pony.

“But you’re still a soldier class changeling, correct?” Twilight asked, seething with hate at being called stupid.

“Yeah, what of it?” Pan replied.

Much to his surprise, Twilight gave off a smirk and quickly lunged forward. Not prepared for the sudden attack, Pan couldn’t react in time and found his back on the ground and his front legs pinned by hers.

“Hey, get off of me!” he snapped as he attempted to wiggle his body free.

“You’re not going anywhere anymore! You're now more useful to me than you think,” Twilight replied back as her back legs wiggled, causing a bit of her juices to drip down and hit Pan’s leg.

“You better not be thinking about having sex with me! Changelings can breed with ponies!” Pan shouted point blank at her. “And I highly doubt a princess of your caliber wants to have a half changeling, half pony child!”

“I know that,” Twilight told him as she sat her rump on his lap. “However given the color of your eyes, that tells me you’re not able to breed with me!”

Pan went silent and stopped moving.

“I can see you know what I mean,” Twilight noted as she cleared her throat. “Breeders in your society have purple eyes and only have the ability to procreate with other creatures. Soldier class changelings can still have sex, but they can never produce offspring, even when a pony like me is in heat.”

As she spoke, Pan tensed up and knew she was telling the truth. Even though his plan was flawed, he never thought she would have time to study changeling culture and thought he could get away with not having to have sex with her.

“Wait! You seriously want to have sex with me?” Pan asked as he started to struggle harder. “You’re a princess and I’m a simple changeling.”

“A changeling is fine too... and though this sounds unethical of me, you’re my ticket to a stress free day,,” she told him as she ground her hips against his lap.

“No, I don’t want to have sex with you! Get off of me!” Pan snapped as he attempted to fight back..

“Oh no you don’t. You either have sex with me or I’ll make sure you get sent up to the Canterlot prisons!” Twilight snapped back as she lit up her horn and grabbed a hold of his curved horn and pushed his head against the ground.

Thankfully his head was already resting against the ground, and both of them knew if it wasn’t he would have gotten a concussion from the force of the push. Both went silent for a second and stared into each other’s eyes. While Pan growled at her, Twilight remained calm and smiled at her trapped prisoner.

“I suggest you let me do this, and if you’re lucky I’ll turn a blind eye to you and let you go,” Twilight offered as she pulled her head away and stopped moving her hips. “I’d rather not try to rape a male for my needs to be taken care of, but I will do it if I have to.”

“I think you’re full of it!” Pan said to her, still wanting to remain rebellious.

Though she didn’t say a word back to him, Twilight pushed hard on his horn with her magic, causing the changeling to feel a sharp pain in his brain. If she pushed any harder, she would risk breaking the fragile body part off completely.

“Am I? Just because I’m a princess doesn’t mean I won’t hurt you. Plus you wouldn’t be the first creature I harmed with magic,” Twilight replied in a confident voice, vaguely remembering her encounter with Tirek some time ago. “Now, I’ll repeat my offer: You do this willingly and I’ll let you go free. You have my word.”

Hissing at Twilight and thinking about his options, Pan started to realize that he had no choice in the matter. As much as he loathed the idea of fucking a pony in heat, he valued his life more than anything.

“Stupid mare,” Pan hissed angrily before his frown went away. “But fine, I’d rather not be raped by you.”

With the consent given, Twilight sighed and relaxed her body slightly.

“Thank you,” Twilight replied as she stopped her spell and let go of his horn. “I don’t like acting like this, but you don’t understand how much estrus drives ponies’ bodies crazy.”

“I’ve noticed enough of the mares around town anyway,” Pan replied, his mind thinking back to the mares running around. “But you better promise to let me go after this!”

Twilight frowned again but said nothing. As much as she wanted to be rid of her estrus and turn him in, she knew it wouldn’t be right to do so.

“Only if you agree to let me watch over you,” Twilight said, quickly coming up with a plan. “I’ll let you go, but you’ve got to agree to let me know where you live. Also, I want to know how many more changelings are living in the town as well.”

“What? You want me to sell out my brothers and sisters?” Pan hissed at her.

“As long as you and the others don’t cause trouble around the town, then I’ll leave you alone,” Twilight answered back as the burning in her rear only got worse. “Plus, given your kind live off of love and affection, I have a few plans for you.”

“What kind of plans? You better not be planning some weird science experiment on us.”

“Not quite. Think of it as social plans,” Twilight replied.

Pan cocked an eye at her and gave her a puzzled look.

“But can we please talk about it after?” Twilight asked as she rubbed her rump against Pan’s lap. “I need this right now.”

Pan said nothing and turned his eyes down to where he felt Twilight’s wetness rubbing against him. Still hesitant about having sex with her, Pan let out a sigh before he closed his eyes and leaned his head back.

“Fine, give me a second,” he told her as he started to picture female changelings.

For a few quiet and rather awkward seconds, Pan imagined himself in the presence of a few females surrounding him while he drank some refreshing nectar. They would giggle at him, rub their hooves against him in a seductive fashion and flash their back ends at him in his mind. Once that thought played out, his mind quickly switched to him rutting one of them in a private area and imagining how tight the female would be. He could imagine that warm wetness surrounding his own erection while he rested his cold, chitin body against hers. As his fantasy played out, Twilight felt his groin area starting to come to life.

I can’t believe I have to resort to this kind of relief, Twilight thought as she lifted her rump and she saw the green penis starting to harden up. Ugh, why couldn’t it be colored like a regular stallion’s dick? Well, least it looks exactly like a stallion’s dick.

“Alright, I guess I’m… ugh, ready for it,” Pan spoke out as he opened his eyes and found his erection hard as it could be.

Still looking at his penis, though Twilight wasn’t turned on by the greenness of it, she did find it nicely sized and knew it would provide satisfaction in both length and girth. Of course her burning rump could care less for what it looked like, and feeling the burning increase, Twilight knew she had to use what was given.

“You’re a nice size… umm, I just realized I hadn’t caught your name yet,” Twilight started to say but trailed off for a second when she realized her current suitor was still nameless.

“Pandinus,” Pan replied.

“I’m sorry, Pan-what?” Twilight replied.

“Ugh, just call me Pan then,” Pan replied, nerved that, like some of his old troops, the name was found odd.

“Alright then… Pan,” Twilight replied as her inflamed pussy made contact with the cold tip of his erection.

As both sets of sensitive flesh met, both of them cringed and fidgeted from the touch. For Pan, while the hotness of a pussy wasn’t lost on him, just the wetness and puffiness of Twilight’s was a very different feeling. As for Twilight, she just wasn’t ready for the touch.

“This will be very interesting,” Twilight said as she took a deep breath and mentally prepared herself for the act. “And those will be an interesting learning experience as well,” she added, though not loud enough for Pan to hear.

“Least you get something out of this,” Pan spoke up, “Since there is no love in this, I’ll be even hungrier than I am now.”

“Don’t worry, I’ll give you some love when I’m done with you,” Twilight replied as she pushed her vaginal entrance onto the tip of Pan’s erection. “Ah, I… I got some things at my home that have precious memories attached to them. You can feed on that kind of love, right?”

“Yeah, old photos of loved ones and even childhood items with good memories will do,” Pan replied as his body tensed up as much of the hotness touched his erection and start to quickly slide right into her. “Ah, jeez that’s warm.”

“Could we be quiet for this?” Twilight asked. “Hard to concentrate when you and I talk.”

Opening his mouth to respond, Pan stopped and simply nodded his head in agreement. With silence surrounding them, Twilight started to take more of the penis inside of her. As she did, she was very surprised, and equally happy, that Pan’s dick was very stallion like. Same flared tip and same medial ring, and enjoying those two things moving inside of her, Twilight let out a soft mhm and quickly began to ride it. Slowly building up a momentum for herself, Twilight placed both her front hooves on Pan’s chest to steady herself, and though Pan himself could freely swing his own forelegs, he stayed quiet and still.

Mhmmm, might as well enjoy this more. Pan noted, knowing very well he would be more hungry after, but getting the chance to actually fuck one of the four princesses of Equestria would be interesting for bragging rights. Still a stupid pony, but it will be nice to let off some pent up stress.

Slowly and cautiously as Twilight rode his dick, Pan moved his free hooves up and placed them on Twilight hips in an effort to guide her movements. Though surprised and a bit nervous at him moving, Twilight watched his hooves move, letting out a peaceful sigh as they came in contact with her body. Though she was a bit at ease, Twilight still rather prefered a real stallion and even debated asking Pan to turn into a proper one for more. She went against it though, and settled for what she had.

Of course, even though she was happy to have what she wanted, she was still unsatisfied with how things were. Her, a princess of Equestria, taking advantage of a changeling in a dirty back alley because of her heat cycle. Though she did know how to make it better.

“Pan, is your body alright against the ground right now?” Twilight asked as she forced herself to stop riding his dick.

“Rather lay on something else to be honest,” he replied as he looked around for a piece of cardboard or something.

“Then we will go to my place,” Twilight added as she lit up her horn and pictured her room in her new home.

“Wait, are you sur-” Before Pan could finish, a bright flash enveloped both of them and in a split second they found themselves in a new location. As Pan found his body no longer on cement, he found the new feeling against his back more fluffy and soft.

“Better lock my door,” Twilight spoke out, causing Pan to look up before he could inspect the new area.

Right as he looked, the sound of a lock clicking into place sounded out and, looking to his side, Pan quickly discovered that Twilight must have teleported them to her own personal chambers in her house.

“Hmm, so this is what your new place looks like,” Pan noted as his eyes surveyed the area, finding himself in a small replica of a crystal home like those in the Crystal Empire.

“You…. you’re the first outside male to see my room,” Twilight huffed as she adjusted her body, causing Pan to focus back on what was happening. “An-and this room is also… A-ahh!”

As she finished speaking, Pan watched Twilight grit her teeth and move one of her front hooves up to her mouth in what looked like an effort to suppress a moan coming out. As she did so, Twilight resumed her riding and said nothing more. In fact, Pan said nothing as well. Instead, he enjoyed the feeling of a bed under him and a roof over his head for the time being. Part of him wanted to look around more, but the feeling of the hot, wet, and surprisingly very tight pony on top of him kept him quiet. Though he said nothing, Pan found himself actually enjoying the situation he found himself in. He quietly watched Twilight ride him fast and hard, her puffy vagina rubbing its natural wetness all over his erection.

Hmm, feels even better than what I fucked back home. Feeling a grin come onto his face, Pan noticed Twilight kept her eyes closed at all times and showed no restraint in trying to silence her moans. She rode him hard, making the bed creak and groan under her. As she did her moans grew louder and louder, and as she bounced her mane became disheveled and her body felt like it was burning up. Though Pan was worried Twilight would get some unwanted visitors peeking into her room, he stayed quiet and started to really enjoy the fucking both were getting.

Her motions were quick, spastic, and she did her best to keep as much as of the erection inside of her at all times. The need to be filled up was great, and the need to extinguish her heat was even greater. All she wanted was for it to go away, but getting dicked like she was almost made it good enough so that it couldn’t end. Normally stallions would finish quick when it came to sex, but with Pan at her disposal, she could enjoy herself almost to the point that his erection was a simple sex toy: never failing her, never going soft and staying perfectly hard until she was done. Periodically, Twilight slowly opened her eyes and stared at the changeling under her. He didn’t show much emotion except for a small grin, and Twilight tried to think why he was smiling. Fucking royalty? Quietly laughing at Twilight’s need to fuck any kind of dick? Petty thoughts went through her mind as she did her best to get off.

“At… least look like… you’re enjoying it,” Twilight groaned, her whole body sweaty and tired from the constant sex.

“Maybe you’re not as good as you think,” Pan spoke with a grin.

As his words left his mouth, Twilight growled and gritted her teeth in response. He had to be wrong, she had to be good at what she was doing. Even as she slapped her rear against his lap, Twilight could feel lots of wetness sticking to her coat and his chitin skin.

“You know… I-I could stop right n-now… and leave you hard!” Twilight stammered out as she stopped moving and kept her body still.

As she spoke, Pan tensed up and knew the pain of being blueballed. In truth he was close to cumming, but thanks to Twilight just wanting to get herself off more then anything, he found her style of riding him sloppy and barely simulating. Though it was lacking finesse, Pan was starting to feel pressure building up inside of him. All he needed was about another solid minute of simulation and he would be done.

“N-no, don’t do that,” Pan replied as he moved his hips, causing his erection to move around.

“What… you close to getting off?” Twilight asked, finally starting to catch her breath.

“Yes.”

Twilight said nothing and wanted to keep going, but her body was tired and she was sure one big orgasm would do her in. Quickly pulling her sloppy, wet vagina off of his penis, Twilight turned her rear to him and lifted her tail.

“If you want to get off, you can rut me like a real stallion would,” Twilight ordered as she lifted her rump to the air and laid her head down on her sheets.

From his laid down position, Pan looked on and stared at the quivering pussy before him. It was still red, still inflamed and burning with the need to be sated. There was cum everywhere and she was even dripping to the point that her legs still fidgeted.

“All that need and not even a drop of love behind it,” Pan huffed as he pulled his body up and quickly moved into position. “Still… nice to know I can stay in my regular form without worry,” he added as he moved his body over hers and felt her back against his gut as he lined himself up for re-entry.

Yet as he his chest rested against her back, Pan thought of a different way to fuck her. Instead, he quickly pulled back, put both his front hooves on her sides, and rolled her onto her back.

“Hey! What are you doing?” Twilight snapped with shock in her voice as she thought he was going to attack her instead.

“Calm down,” he told her as he spread her legs apart, thus allowing him to stare properly. “I’m just making it more comfortable for the both of us.”

Though his words sounded true, Twilight was still a bit nervous, and even slightly embarrassed, that she was on her back and staring up at Pan’s large, blue eyes. Thankfully the nervous feeling left as Pan’s erection came into view and started to rub against her trembling slit.

“I prefer to look at the face of who I’m with,” Pan told her as he got himself comfortable and lined himself back up.

Getting ready to reply, Twilight opened her mouth to speak, but as she did, Pan rocked his body forward and sent his erection back into the pony that craved it so much. As initial contact was made, Twilight let out a loud gasp and watched his body move as Pan started to thrust.

“Does this feel better?” Pan asked as he found Twilight rather quiet.

“It’s ah, alright,” Twilight moaned gently as her wings opened up slightly and her face seemed to burn with blush.

“Does my face unnerve you as well?” Pan asked, still finding it too quiet for his liking.

“S-sorry, I’m just not used to looking at it,” she replied sheepishly as she looked away.

“You could just close your eyes you know.”

Staying quiet and blinking at his suggestion, Twilight wondered why she hadn’t thought of the same thing. Giving her head a quick nod, she looked to the ceiling and closed her eyes. Once they were closed, Pan put a bit more power behind his thrusts and watched Twilight’s expression turn into a blissful one. With her looking more peaceful and less fearful of him, Pan smirked and focused all his attention into thrusting. Taking control of how fast things went, Pan took a few seconds to greatly enjoy the tightness of the pussy he was fucking. Sure he felt it when Twilight was riding him, but now he could enjoy much more.

“Tightest thing I’ve fucked to this date,” Pan snickered under his breath which was not heard by Twilight thanks to her moaning.

Looking back down, Pan watched his erection pump in and out of Twilight, each time his dick more wet than before, and even though he was close, Pan slowed himself down. Instead of going full force in, Pan did something he observed in ponies mating a numerous amount of times. Pulling out half way, Pan’s ears picked up a more audible moan as his medial ring left Twilight’s body and, pushing it back in, the moan got overlapped by another moan.

“Oooohhhh, that feels good,” Twilight moaned, eyes still closed.

Continuing to pump his erection, Pan looked up and watched Twilight’s body rocking in tune with him. Even watching her mouth open more than it already was when his ring slid in made him smile more. He loved watching the sexual depravity Twilight had brought upon herself and he couldn’t help but think about how once again he was bedding a princess. Him, bedding royalty, that was one of the goals that most changelings strived more. Royalty meant love, lots of money, and world wide connections. Should they lose interest with their current partners or seek more love, changelings could easily find a recently widowed mare or lonely stallion and take it from there.

As those thoughts echoed in his head, Pan grinned harder and went faster with his thrusts. Still making his ring pop in and out, both parties found it much more simulating and it even started to make Twilight peak again. To signal she was nearing, Twilight started to moan louder and her voice started to sound more erratic and needy. Acknowledging her in a way, Pan went deeper and deeper with each increasing thrust, and even as deep as he went, he always pulled his ring out with every thrust. Eventually Twilight’s body started to shudder, and Pan could she her tensing up, getting ready to have yet another release on top of the ones she had.

Finally, just before the point where Pan was rutting her hard enough to make the bed actually move a bit, she let out a loud moan and Pan slowed down and growled with pleasure as her already tight pussy got even tighter around his erection. With how tight it was, Pan could no longer help himself and went to small and spastic thrusts.

“Ah, ah, ah. Oh gods, this is what I need!” Twilight cried out as she couldn’t help but let her wings flare open.

Pan said nothing, his mind to preoccupied with getting his own much needed release. He needed it, and though he wanted some form of love for all his work, Pan was wishing he could have kept going forever.

Yet like all good things it was starting to come to an end, and as Twilight’s orgasm started to die down, his was getting ready to go off. Grunting and groaning, Pan didn’t say how close he was to cumming. Since he couldn’t impregnate her, Pan knew he could blow his load inside of her and have no regrets. He didn’t even want to pull out anyway, thanks to how good it felt for him, and as he let out one last grunt, he came inside of her.

As the first spurt left, Twilight’s eyes went wide as she felt the hot seed go deep inside of her. At first she wanted to push him off, but as he came, Pan greatly slowed his thrusts down and moderately rocked the full length of his erection inside of her. Doing so caused his main spurts of cum to either wrap around his own erection or dribble out of Twilight’s pussy. What dribbled out either stuck to her coat or fell to the bed below, thus causing the once pure bed to finally have the seed of a male staining them.

And the seed that was still inside of her? Well let’s just say everything she had inside of her was mixing with Pan’s seed. It was hot, messy, and so much of it was present in either Twilight or on the bed that she knew her room was going to reek of cum for the next feel days.

“Mhmmm, that was much more enjoyable than I thought it would be,” Pan spoke out as he found himself empty and felt his penis deflating.

“Oh wow,” Twilight panted heavily as she felt Pan’s erection leave her body. “That was… pretty amazing.”

With only heavy pants filling the air, Twilight pulled her head up and saw Pan leaning against the headboard of her bed with his dying erection still poking out. Though she was a bit weirded out by the green tinge to the semen that she could notice, she knew she had nothing to fear. There would be no pregnancy and especially no future hybrid child for her to deal with.

“You’re the one who wanted it,” Pan spoke out as Twilight started to pull her ravaged body up.

“True, and it was a… very interesting experience,” Twilight replied, her body so tired she just wanted to lay down but knew she couldn’t just yet. “And I think it’s only fair you get something in return.”

Blinking and remaining quiet, Pan just stared at Twilight as she turned her body around and, without much of a warning, lunged forward and wrapped her hooves around Pan. Though surprised by her sudden actions, Pan quickly found himself warming up and even felt a feeling building up in his stomach.

“You’re… cuddling with me?” Pan replied, much to his surprise he even felt a bit of affection behind Twilight’s hug.

“Yeah, it’s only fair that I cuddle with you for a bit,” Twilight replied as she moved her face into his chest. “Hmm, despite your scary appearance, you’re actually quite nice to cuddle with.

Pan opened his mouth to speak, but Twilight quickly cut him off.

“Now, I bet you're curious to what I have planned for you, Pan,” Twilight spoke to him. “I highly doubt you would know this, but I’ve been asked to construct an orphanage here in Ponyville.”

“Orphanage? For kids, right?” Pan asked in return.

“Yeah, a few orphanages across Equestria are starting to get over populated with younger kids, and seeing how Ponyville doesn’t have one, I thought it would be good to build one.”

“And… how does this apply to me and any other of my brothers or sisters?” Pan replied, wondering how he fit in.

“Simple, once the place is up and running and kids are ready to move in, I need someone to take care of them,” Twilight replied.

“Wait, you… ah… oh, I see your plan now.” Though he was a bit confused, Pan quickly remembered that young kids were very good potential vessels of love. If he was to take the role of caretaker for the homeless, no doubt the kids would cling to him for safety.

“I think such a role would be perfect for your kind, yet given your rash nature, you’ll have to be more kind in return,” Twilight added in.

“And where exactly is this new building being built?” Pan asked, wondering how far he would have to travel from his home.

“Plans are still being made, but hopefully once everyone is back into a proper state of mind, construction will begin soon,” Twilight told him, but she found herself momentarily sidetracked as she felt Pan’s semen starting to clump and stick to her coat.

“So when will… hmm?” Pan started to say but stopped as Twilight pulled away and the feeling of affection slipped away from him.

“Sorry, but I need to shower. I hate the feeling of having a sticky backside,” Twilight replied as she winced and moved one of her back legs back and forth in an effort to get some of the crusted semen away. “If you could wait for me here, we can talk more into detail about things after.”

“I guess…” Pan replied as he looked down at his gut and still felt hungry for something. “But do you at least have something bigger I can feed on?”

For a second Twilight wondered what she could give him and quietly pondered her choices. Thankfully she had just the thing and, smiling widely, she hopped off the bed and looked under it.

“I’ve got just the thing for you, Pan,” Twilight told him as her head disappeared under the bed for a few seconds.

Quietly staring, Pan wondered what Twilight was going to pull out, and once she got back up with the object being held by her teeth, Pan’s eyes went wide and he could almost feel the love radiating from the object. The object itself was surprisingly something Pan never thought a princess would have, and staring at the gray and rather old smarty pants doll before him, Pan knew he was going to enjoy holding it.

“Here,” Twilight said as she dropped the doll on the bed. “This thing should keep you full for a long while.”

“Interesting,” Pan said as he reached forward and grabbed the doll. “Ahh… never figured a princess would keep such things.”

“Well… technically I did give it away at one point,” Twilight spoke out as she reached behind her head to rub it whilst blushing sheepishly. “But it was given back to me recently. Anyhow, you stay here for a bit and I’ll be back soon.”

With a nod of her head, Twilight turned herself around and trotted for the door to get out of her room. As she did, Pan watched her and wondered silently about Twilight.

“What an interesting day this has been. Nearly got raped by that flea bag of a princess, and now me and my family will have to raise a bunch of whiny brats,” Pan huffed as he looked down at the doll before him and quickly hugged it close to feel better. “Well… least we’ll stay fed and hopefully the princess can continue to trust me. Rather not get imprisoned or sent off to the badlands down south. Could have been worse though, and she could have made me her sex slave and starved me. Hmm… wonder how this will play out now.”