Endurance

by dragoon1692

Rating: mature
Tags: Dark
Length: 11829

Shortly after the failed invasion of Canterlot, a female changeling finds out that there is a limit to how far you can run before you are caught. Changeling clopfic with rather dark themes.

This is in the same continuum as Survival, but can stand on its' own.

Five days have passed since the invasion of Canterlot. For the changeling known as Black Wisp, they have been the longest of her life. She has been running ever since, trying to get as far away from the city as possible.

Getting caught by a Royal Guard was not in her plan. She expected to die….

A story that I wrote up while doing nothing. This will be continued.
This story contains: [spoiler]Non-consensual, Semi-consensual, oral, anal, degradation, implied impregnation[/spoiler]

To the downvote jumpers: Either read it and like it, or read it and dislike it. Don't just auto-dislike because the story description offends you by its' existence.

Published 1970-01-01 00:00:00 UTC
Last updated 2014-09-06 19:53:11 UTC

Chapter One

Black Wisp ran.

The changeling ran harder than she had ever run before, desperate to get as far away from the death trap that was Equestria. Even as the noon sun shone down on her, she still ran, willing herself to go farther.

After having been thrown away from the city with the rest of the Changeling Army, she had seen the survivors - those who could fly well enough to slow themselves down - scatter in all directions. Wisp herself had sustained a torn left wing - an injury that had yet to fully heal - as well as numerous scrapes and cuts from when her armor had been torn off on impact.

Her injuries may have been minor and mostly gone, but that would pale in comparison to what an Equestrian-standard spear would do. Black Wisp knew that Royal Guard presence in Equestria would be severely increased, and she was hoping to find a safe hiding place, possibly a small town, before a patrol caught her.

If that happened, she wouldn't even be guaranteed a grave.

The pre-Invasion rumors of Equestria were harsh and varied. All agreed that it was beautiful, and certainly more hospitable than the barren wasteland they eked out a living in. However, the ponies that inhabited it were obviously quite unwilling to give it up, which was obvious to even the most naïve drone.

It was rumored that the Royal Guard executed changelings on site. Wisp didn't want to test that theory.

At this point, having run an unknown distance since that morning, Wisp was beyond tired. Gasping for breath, the changeling slowed to a trot, and then to a slow walk. Finally, she tumbled sideways, leaning against a tree as she desperately sucked in air.

"Damnation, how far do I have to run?" The changeling wheezed. Her throat was dry, her lungs ached, and her legs felt numb.

She needed water. She needed it more than anything else. Shakily standing up, she tried buzzing her wings, only to hiss in pain. They were still useless, it seemed. And that left only one option.

Searching on foot.

Wisp sighed and started down the slight incline she was on, fully aware that water flowed downhill. She wasn't some barely-sapient, blank-eyed drone, after all. She was a proud foot soldier in the Changeling Army, one of those who gave orders to drones.

Drones which she was lacking.

Thankfully, she had at least seen to it to receive standard survival training, something she could tell others with pride. Most of those of her low rank had simply scattered upon their landing, and she knew that few would survive past the next two weeks.

As she walked in search of a certain clear liquid, she pondered the frailty of her species. Changelings were an odd species. Their limbs were lined with holes to save weight when flying, and their bodies were utterly dependent upon harvested emotional energy, most notably those considered 'positive', to survive. Sure, a Changeling could survive for a few weeks on 'normal' food, but going too long without consuming emotions would cause a changeling to sicken and wither away.

It was a cursed existence, only brightened by the possibility of hope. A hope that had been shattered after the invasion. Their self-proclaimed Queen might be a little nutty, but she had come up with one last plan for the continuation of their society. The only bleak positive was that, with the greater number of the changelings who had gone forward dead, the collective Swarm might have an easier time surviving.

It was black humor of the worst sort, with a basis in reality. That did nothing to dampen the bitter laugher she let out at her fate. Making it out of the Everfree unscathed and undiscovered was going to take a miracle.

In addition, female changelings were much smaller than their male counterparts, sometimes by nearly half a foot. She could hardly intimidate a timberwolf, much less anything else she might encounter.

Soon enough, however, she heard the pleasant sound of a flowing stream. The changeling rushed forward through the underbrush and emerged into a small clearing around a stream. Black Wisp didn't care. As soon as she was close enough to the heavenly fluid, the changeling practically thrust her muzzle under the water, gulping down as much of the clean mountain water as she could.

After her thirst had been sated, Black Wisp lifted her head away from the water, annoyed by the small strands of her wet mane that insisted on laying themselves over her face. Feeling winded after her long day, the changeling wandered over to a large tree, and nestled herself between the large roots. Closing her eyes, she decided that a small nap couldn't hurt. She'd probably need the energy anyway.

*poke*

Black Wisp's eyes blinked open an indeterminate amount of time after she fell asleep, and then closed just as quickly. It was probably an insect or something. Wouldn't be the first time one of them had bothered her..

*poke*

"Cut it out." She mumbled, swatting at the air with her hoof.

*poke*

"Wake up, Changeling." A deep voice demanded.

Wisp's eyes shot open as she rolled away from the source, coming up from it on her hooves, still blinking her sleepiness away. A vague blur in her vision slowly resolved into one of her worst fears.

A single dark grey unicorn, clad in gleaming gold armor, was standing not five feet away from her, wielding a spear in its' magical grip. A spear which was pointed directly at her.

"Oh, buck." She whispered, her legs feeling weak. Wisp knew she stood no chance against a Royal Guard at her prime. In her weakened state, without any sort of weapon aside from her weak magic, she would last mere seconds. She bowed her head and waited for the blow to fall...

Nothing happened. Slowly, the changeling raised her head, only to see the unicorn smirking at her.

"What are you doing?" Wisp softly said. "You're supposed to kill me. That's what you do. Do you play with your victims before you murder them?"

"Not really. Patrol is boring, and I spend far too much time beating my way through the underbrush." The unicorn said, still smirking. "I'm supposed to kill you on sight, but I honestly don't care that much about the 'Greater Good of Equestria'. I'm proposing a trade, of sorts."

"What kind of trade?" Wisp said, narrowing her eyes.

"You're a female, right?" She nodded. "With all of the parts, right?" Again, Wisp nodded, this time somewhat hesitantly. "Here's the deal. I get a couple of bits for every changeling I bring in. It's a pathetic amount, however. If you show me a good enough time, I'll let you go."

"Just like that?" She asked with some incredulity. "You're just going to let me go if I buck you? Do you take me for an idiot? I have no guarantee that you won't just kill me!"

"Those are your only choices, changeling." The unicorn stated, his eyes narrowing and his spear hovering closer. "Either you take the chance, or I'll leave your body by the river for the manticores to find."

Black Wisp gulped. To the changeling, it didn't seem like much of a choice at all.

"I'll... I'll do it." She said after a moment of hesitation, defeated.

"Good." The unicorn said, unbuckling some of his golden armor with his magic while still keeping his spear at the ready. As Black Wisp was already nearly six inches shorter than the unicorn, she was easily able to watch his length poke out of his sheath as he stepped forward.

"Just remember one thing, Changeling." The unicorn said, his eyes narrowing. "If you bite me, or if I see your horn glow, I will end you."

"Y- yes, I'll remember." She replied. Her magic was weak in any case: She could hardly transform, never mind do anything but a stun spell. And with some of his armor still on, it would nullify almost all of her magic anyway.

"Now, duck under and get me wet."

Black Wisp bent her head down as the unicorn confidently stepped forward and reared up, placing his hooves on her back. The unicorn's length was fully out now, and the changeling hesitantly moved her tongue out and placed a short lick on the flare.. Finding nothing wrong, Wisp inched forward and placed the tip of it into her mouth, suckling on it. The unicorn above her grunted and she felt a line of pre cum hit her tongue. The taste was not unpleasant, unlike a few of the many other sexual situations she had been in.

The difference to Wisp was that it was she who had controlled those encounters. Her life was literally riding on this one, however, and so she would continue to endure the degrading position she was in.

"Go deeper." The stallion ordered, and Wisp was forced to comply  as he stepped forward, forcing more of it into her mouth. She continued to move her head back and forth, lightly sucking on it, but had to turn her head slightly to the side as her horn threatened to touch the unicorn. While it would likely cause some damage, it would not be enough to save her life, and so the changeling forced all thoughts of revenge to the back of her head.

Her vision was partially obscured as her medium-length cyan hair came one again to bother her, drooping in front of her left eye. She was unable to move it as the stallion thrusted forward into her throat painfully. Once again, reality had chosen this time to remind her just how small she was compared to the average pony, and this particular one had enough muscle to force himself in anyway.

The changeling whimpered as the member was once more thrust forcefully into her, the flare stretching her slick throat out as it went. She couldn't even breath. And, for the first time, she felt his balls slap against her chin. He was fully hilted inside of her mouth, and still using her like a toy.

And then, suddenly, the unicorn was pulling out, leaving her to take a deep, desperate breath when he popped out.

"Good mare..." The stallion taunted as he removed his hooves from her back, "But you aren't done yet. Turn around."

Resigned to what was going to happen, Black Wisp slowly turned around and presented herself. She felt the stallion practically hover over her, and felt his member poke at her slit, before moving upwards and poking at her anus.

"Better get ready..." The stallion whispered into her ear, before moving forward.

The flare of his cock pressed against her dry rosebud immediately, the lubrication that was on the tip stripping away rapidly as he pressed into her back entrance. The pain was immediate and harsh as his length drilled into her almost unbearably tight and dry hole.

"Too big, too big, too big!" Black Wisp cried out as the stallion violated her roughly and painfully. There was only the barest hint of his lust that she could discretely drain to dull the pain, and she was sure that the damage she was taking was far more than what she could easily heal. Suddenly, the stallion shoved her face into the ground, shoving himself down into her.

"Then deal with it. You're damned tight." The stallion coarsely replied. "Heh, maybe I'll tell my friends about this. You wouldn't believe how bored we get. Maybe they'd come down here and enjoy you just as much..."

"Go to Tartarus." The changeling hissed at him through clenched teeth, trying her best to ignore the pain she was going through. It felt as though a griffon was shoving its' claw into her ass.

"Let's switch things up here..." The stallion above her mumbled, before pulling himself out of her. Wisp flinched as his flare popped out, but otherwise showed no response. It quickly repositioned itself outside of her slit and pushed in, violating the last bit of her that he could.

Compared to his earlier actions, the feelings Wisp was getting right now were practically a mercy. They helped mask the pain she still felt all along her back and rear, and even allowed her to siphon more lust with which to heal her battered body. Sadly, the pain that Wisp felt was still enough to deny her release, even as the unicorn dominated her in the most demeaning way he could. With her face pressed into the ground, Black Wisp felt worthless, like a toy more than anything else.

The unicorn cried out in ecstasy as the changeling felt his member painfully flare, lodging him inside of her as he pumped his seed into her, much of which was assured to stay inside. It was warm, far warmer that it had any right to be, and there was so much of it that, were she to be significantly unlucky, pregnancy would be assured.

Finally, the cruel stallion withdraw himself from Wisp, letting her collapse to the ground with his semen still leaking out of her, along with a thin trail of blood from her anus. He lay several more spurts over her back and face, apparently satisfied with degrading her in every way he could. As if it were a normal thing, he casually put his armor back on, still holding the spear in his magical grip.

Black Wisp slowly turned around to look at the unicorn, noticing him eying her with that damned self-satisfied smirk.

"So, a deal is a deal. I'll let you live." The stallion said. "Although, you could wait here tomorrow, and I'd bring some friends..."

"Go buck yourself." The changeling mumbled just loudly enough for him to hear.

He just laughed, as if it were an everyday thing, before his expression turned serious. "I'll bring a firepassion crystal."

Wisp's thought process ground to a halt, before suddenly restarting. Firepassion crystals, while not rare in Equestria, were night-impossible to find in the badlands. When held close to any emotion-draining being, such as a Changeling, it essentially functions as a free buffet for up to two changelings to survive on. As such, acquisition of them was something that most Changelings could only dream of.

Having one only for herself would be unprecedented, and temping.

"Minotaur shit."  was the elegant reply that came out of her mouth. "You will not be able to get one, I can almost guarantee that. In any case, you'd just use me as some sort of cheap bargaining chip. I don't plan on being executed the moment I show up."

"Why not just do that now, if that was my goal?" The unicorn rhetorically asked, before shaking his head. "Feel free to watch me show up with the crystal, if it makes you feel better. The reason I am even considering this is because my group is based in the middle of nowhere, and there is absolutely nothing to do but wander the forest. Make your call."

"... I'll consider it." In truth, she was certainly considering it. Without some sort of emotion intake, she would likely die within two weeks, from either the hunger or the forest. A firepassion crystal would solve so much... And would also bind her to the unicorn, essentially trusting her life to a Royal Guard of all beings. It would be a dangerous bet to make...

And it, like the decision she had made before, was also her best chance for survival and protection.

It couldn't possibly be worse than a slow death by starvation.

Black Wisp was so caught up in her thoughts that she didn't even notice that the stallion was talking, and scrambled mentally to catch up.

"-be here tomorrow at noon." The stallion was saying. "I will assume you are gone if you do not arrive, and you will not get the crystal you desire if you skip out. I have spent enough time here as it is."

"May I know your name?" Wisp asked as he turned to leave.

"No, you may not." He curtly replied. "Goodbye."

The Royal Guard walked into the brush, going off... Somewhere. Wisp just stared at where he was.

"I survived..." The changeling muttered. "I survived, and I might have my food needs for the future satisfied. But should I?"

And for that question, she did not have an answer.

Chapter Two

Waiting was boring.

Black Wisp was quite used to waiting long periods of time. She might not have been an infiltrator, but even she had been tasked to something that would take long periods of waiting. And she had done those tasks eagerly.

The problem was, none of those tasks had asked her to wait most of a day, in addition to selling her body to survive. Wisp knew that plenty of philosophers would argue that, being a changeling, she had already done plenty of things far worse. They would be right, but none of those things had required her to buck her worst enemies for food.

That point still made waves in her mind. She had decided to go with what the Royal Guard had said, out of nothing but practicality. She would likely die without food. Having sex with her enemies would net her a theoreticallly infinite source of food. Having sex with her enemies was not worse than dying.

It made sense, at least in her head. The trouble was, the changeling had no idea if the unicorn was being honest. At the time, sensing emotions for signs of lying had been the last thing on her mind.

She also had no idea what time it was. She guessed somewhere around an hour before noon, but she had absolutly no way of telling, and counting in her head to tell time had gotten old the moment she reached three digets.

All of the above was the reason why she was hiding in the bushes at the side of the clearing. If that damned Royal Guard was being less than honest, she could make her escape with little trouble. There was hardly a chance of them tracking her in the forest itself, away from any clearings.

Her wings buzzed on her back, a dull - but pleasent - ache came from them. The lust she had gathered yesterday had been hardly enough to heal her various injuries. Her wing she had saved for last, and now the gossamer limb occasionally moved, as she tested its' strength. Wisp wouldn't be ale to sustain a long flight at this point, but it would get her away from danger in a pinch.

After yesterday, she had also cut the longer strands of her hair off using her telekinesis. It had taken a while to figure out how, but at the end of her effort, she was left with a style that wouldn't droop down into her eyes all the time.

As a side benefit, it looked far better than it had before. Vanity was hardly a foreign concept to changelings, after all.

The minutes passed by slowly as she waited, and Wisp could have sworn that she was gathering dust. The only remotely interesting thing to pass through the clearing had been a pair of Timberwolves, who had also quickly exited.

A short time later, Wisp was contemplating the 'ins and outs' of stabbing things in frustration when she heard what sounded like mumbling from the other side of the clearing. Curious, she used her wings to fly upward, placing her around twenty feet up on a branch.

Carefully, she crept along the branch, before using her wings to assist her in jumping to a larger - and better positioned - one.

"'Join the Changeling Army', they said." She sarcastically mumbled. "'It'll be fun', they said. I also recall them promising us food, not requiring us to get it."

She practically crawled across the branch. Thankfully, it was large enough to support her, and the leaves - plus her height - would provide concealment. Wisp could hear the source of the noise talking, before a different voice answered. She would recognize the second one anywhere, and strained to hear what they were saying.

"-wait here for around ten minutes. If the changeling is a no-show, we sell the gem back to a friend of mine." The voice of that unicorn was saying.

"Why are you giving it this gem, anyway?" The first voice said. It sounded much younger than the other one. "It IS a changeling, after all. It'll feed on it."

"That's the point, you dolt. If the changeling was dead, that would defeat the purpose." The unicorn replied in a deadpan tone.

Wisp finally reached a good position for overlooking the clearing. She could easily see both of the Royal Guards, clad in gold armor and quite conspicuous. They were standing near the tree she had slept in yesterday, on her side of the stream. In addition to the unicorn she expected, there was another pegasus there. Even at this distance, her adept senses could practically taste the apprehension in the air.

It was time.

Spreading her insect-like wings out, she jumped off of the branch, her wings letting off a low hum as they slowed her down. Black Wisp landed softly on the ground, much to the surprise of the two ponies standing a mere twenty feet away.

"I should have expected you would be hiding around here." The unicorn said. Now that Wisp could see him in more detail, she noticed that he kept his spear held pointed upwards, still clutched in his magical grip.

"Did you really think I would take the chance of you bringing the Royal Guard down on my head?" She snidely remarked. "I don't trust you any more than you trust me. I am not a mere drone, unicorn. Do you have the crystal?"

The unicorn responded by setting down his spear, and then telekinetically lifting a small, two-inch-wide gem from a pocket in the armor. It gleamed a bright red-orange, even in the shade it was in. Reaching out with her senses was more than enough to confirm that it was a firepassion crystal; the sheer amount of emotional energy inside was enough to make her physically flinch.

"That's... Definitely a firepassion." Wisp said after a few seconds of silence.

"You'll get it during our session, and no time else." The unicorn sternly said. "I am not stupid, and I will not allow you to run off with it."

"That's agreeable." That was far more than agreeable. If bucking both of them took as long as she thought it would, she would be able to harvest a significant amount of energy.

"Let's get started then. No sense in wasting time." The unicorn said as he unlatched his armor, followed shortly by the Pegasus. The unicorn held the crystal of her desire in his magic like it was a trophy, which it practically was.

"Now, here is how things are going to go." The unicorn said as he first sat down, and then lay on his back, his stiff length pointed into the air. "You're going to ride me, and please my friend with your mouth."

Wisp nodded, and walked forward until she reached the unicorn, and then moved over him. His length rubbed against her stomach and then against her rear, and the changeling slowly pressed herself down, taking the unicorn's length in manner that wouldn't leave bruises this time.

His thick length was enough to make her reconsider what she was doing, if only for a moment. She needed that crystal, needed it more than anything else right now.

She was ready when his flare finally touched her cervix, and Wisp sighed as he finally bottomed out. She started to bounce slightly on him, taking a few inches at a time.

"Um, excuse me?" She heard the voice of the Pegasus ask from her left. Sighing, Wisp slowed down to a halt, and turned her head to look at the other Royal Guard, who, while free of his armor, was sitting off to the side doing nothing.

"Just stand on your hind legs, get over here, and let me do the rest." Wisp stated, shooting the Pegasus a level glare.

"Um... Okay." The Pegasus did as she asked, before slowly moving over to her and letting his front hooves rest on her head. Wisp started to move again, sucking on the tip of the Pegasus's shaft, while riding on top of the unicorn. As she prepared to take the Pegasus ever deeper, she was startled when the unicorn used telekinesis to lift the firepassion crystal next to her.

Just from being in proximity to it... She could feel the pure emotional energy slowly feeding into her and moaned in delight, taking the Pegasus much farther than she intended to. Wisp didn't mind, though. The flow of energy felt nice, adding a sweet undertone to the feelings she was getting from bucking the two Royal Guards.

The Pegasus cried out only a minute later, and buried himself into her throat, where he sent spurt after spurt of seed down into her stomach. Wisp would have laughed at his poor endurance, if she didn't have his cock embedded in her throat, and if it wasn't likely to earn her half a dozen bruises.

The stallion pulled out and promptly fell backwards, panting.

"Well, that was disappointing." The unicorn said as he grabbed at her flanks, forcing her to take him at a faster rate.

"Poor showing." Black Wisp agreed as she used one hoof to wipe some of the leftover semen off of her muzzle, before forcing herself down on the stallion mid-thrust, resulting in a surprised grunt from him. "But he's not the only one who is going to finish early."

"Not on your life." The unicorn growled, flipping himself over and putting her on the bottom, genuinely surprising the changeling, before pounding into her from above. Wisp could still feel the energy from the firepassion crystal coming into her, gifting her with fresh energy every second.

This... THIS was what she was hoping for: Just a straight-out rutting, nothing special. Wisp was able to look into the unicorn's lust-filled gaze as he roughly took her, and could easily see that he had lost himself into what he was doing. To be honest, she was having a hard time keeping a straight mind herself.

The unicorn's monster of a cock pounded again and again at her cervix, gaining no entry. That all changed, however, as the unicorn's horn lit up.

"You're mine, you hear me? MINE!" The stallion growled as Wisp felt her cervix loosen, and his length begin to poke into it. With one final push, he rammed his flare inside, followed by four more inches of his length. The changeling screamed out in pain and pleasure as her womb was roughly fucked by the unicorn, with the stallion dominating her completely.

"No... Ah... Ah... ~Ahhh!" Black Wisp moaned and screamed in ecstasy as she finally reached her climax, while the continued rough fucking by the unicorn prolonged it even more. The walls of her snatch closed in on the stallion's member, holding it tightly even as he continued to fuck her.

The stallion's member flared inside of her womb as he hilted himself inside of her, his balls slapping against Black Wisp's rear as his cock let out stream after stream of his semen, yet again filling up her womb, and bursting around the sides of his member. He slowly started to pull out, with his length still twitching inside of her. Wisp, for her part, moaned in pleasure as the hot seed filled her insides up with a warm feeling.

Finally, the head of his length popped out of her, and he climbed off of the changeling, stumbling over to his armor and using his telekinesis to clumsily put it on. Wisp turned her head slightly, still panting in the aftermath of her climax, and saw him levitate the firepassion crystal away from her. In the changeling's sensory-overloaded state, she didn't even notice the stream of emotions she was receiving cut off.

The changeling looked in the other direction, noticing the Pegasus the unicorn had come with standing a short distance away with a sheepish smile directed at her. Wisp, however, groaned and leaned her head back onto the ground. She could recognize that look anywhere: She now had a Royal Guard with a semi-innocent crush on her.

She had no idea if that was a disaster waiting to happen, or something she could abuse for her gain.

The unicorn walked over and stood above her, staring down at Wisp.

"Are you awake, or did I put you out?" The stallion taunted.

"Save it for when you take me out to dinner." Black Wisp replied sarcastically. "The ground's comfortable, and I was l bottom most of the time. You probably left bruises. Again."

"Hey, it's not my fault you want to live so much." The stallion shot back, before turning serious. "I have another patrol here in two days. Either be here, or you don't get any more of that crystal's energy."

"Yeah, yeah, I know." Wisp replied. "Just leave me here to rest."

"Take this." The unicorn said, pulling out something and tossing it on her. When her hooves touched it, she felt a heavily-folded wool object. "It's a field blanket. I don't use the thing, and it takes up space and weight."

"Thanks, I guess." Black Wisp said, but the stallion was already turning around, and soon enough he was gone.

The changeling rolled to her hooves, finding that standing up was harder than she thought. In addition, as she looked at her back, she could see a small stream of the unicorn's seed dripping down from her wet slit.

"Great, an ever bigger chance of some abomination of nature." She quipped. "Knowing my luck, it would be some kind of half-pony, half-changeling with the intelligence of a drone and the good looks of Discord."

Wisp shuddered at the thought while she unfolded her wings, using them to propel her up into the tree. Spotting an area where three large branches - that were practically trunks themselves - split off from one larger one, she laid the cheap blanket on them, before flying down to gather the branches she needed.

After all, why not complete the cliché and build a tree house? Or a platform, at least.

It's not as if she had anything better to do.

Chapter Three

The barest hint of the sun was beginning to poke over the horizon, casting its' light over the Everfree forest. In particular, a single changeling laying on a makeshift platform, high up in a large tree, grumbled as a ray of sunshine landed on her face.

Black Wisp opened a single eye, and immediately closed it and rolled over.

"Stupid pony Alicorn, raising the sun..." She grumbled, "Can't she just decide to keep it at noon or midnight?"

The changeling curled up beneath her thin blanket, attempting to get some more rest. But sleep did not come to her, no matter how many times she rolled around, trying to find a comfortable position.

After a short time, Wisp grew frustrated and threw her covers off, standing up and looking out at the forest. The view would have been considered beautiful, but Wisp merely grumbled and started stretching her wings. She did not consider herself a Morning Changeling, one of those perpetually happy bastards who ran around talking while she was focused on sleeping.

Her tired mind devoted a total of ten minutes to fantasize about throwing the changelings like that in her unit off of a cliff, which brought back more memories - specifically, those of the invasion.

There was no question that their short-term takeover of Canterlot had been just that: Short. Thanks to the shield popping back into place, the lucky ones such as her were merely flung away. She had actually seen one of the drones from another unit crushed against a wall, and she didn't want to know if the shield had extended to the teams that had been sweeping the sewers. If they did... Not a single survivor from those missions could have been expected.

And then there was the battle for the city itself. While Chrysalis had distracted around half of the Royal Guard with a skirmish to the south, the other half, well over two thousand ponies, still resided in the city itself.

The Changeling Army had started with somewhere in the realm of 20,000 drones and 1,600 'normal' changelings - and the drones were nearly worthless except as a rush, being that most of them were barely smart enough to take orders.

It was very likely that only a few hundred of the Changeling Army had survived. She could still remember her first - and last - battle with the Royal Guard...

"Hold the line!"

Black Wisp could hear the shouts of the Royal Guard officer over the low din of battle. As far as she had seen, most of the battles bad been over very quickly, but in a limited number of places they had managed to form a defense.

"All drones, take to the air and drop in on them!" Wisp shouted, prompting an immediate response from the twelve minor changeling behind her. Wisp couldn't have flown well enough if she tried: Her armor restricted her movement far too much for that.

Instead, holding a short sword she had grabbed from another dead Royal Guard in her telekinetic grip, she charged forward, sliding between the gaps that seemed to form and close at a moment's notice in the ranks of changelings.

She emerged from the tight cluster of drones to find herself in front of a loose formation of Royal Guards, holding the Changeling advance behind her up with jabs of their spears.

Just then, a green streak of fire, followed by several more, crashed into the formation as her drones stepped into play. Moving quickly, Wisp used her short sword to deflect one spear thrust at her before using her telekinesis to shoot it forward, the blade deflecting off of the armor at an angle, creating a large gash in it.

Wisp charged forward as she tacked the guard, slamming him into the ground  and incapacitating him with a hoof to the skull.

The changeling had just neatly sidestepped the next spear that was thrust at her before a massive pink wall slammed into her, lifting her into the air...

Black Wisp shook her head, dispelling the old memories that had risen. While it was always a good idea to keep the past in mind, there was nothing she could do to change it.

Today would be a... Unbusy day. The unicorn would return with the crystal tomorrow. Until then, she had all day to do precisely nothing.

"Well... I could always practice something." The mare said after a moment of thought. The first and foremost that came to her mind was transformation, a species-wide, innate trait that all changelings possessed.

In the invasion, and in her small travels beforehand, she had seen hundreds - nay, thousands of ponies. She brought up the mental image of one of them and willed herself to change.

Green fire consumed her form for only a moment before fading away, and in her place was a Pegasus stallion, with a bright green coat and a faded orange mane. S/he glanced down at his/her new form, noting the exactness of the transformation, before bring up another image in her mind.

Five successful transformations later, her last disguise, that of a unicorn mare, was burned away by green fire to reveal her. Disguising may be innate, but that didn't mean that she had to like doing it. Well, sometimes she did, but that was beside the point.

Having used up a total of three more minutes of time, Wisp decided to explore her area. Even if it was the Everfree forest, it was not as if she would get attacked five feet from her tree.

Forty-five minutes later, and Wisp was running - nay, sprinting - through the forest, a pack of somewhere in the realm of forty Timberwolves just forty feet.

The changeling ducked under a half-fallen tree and around a series of trees, the obstacles slowing both her and the predators behind her down.

She found herself crossing a footpath just in front of a trio armor-clad Royal Guards, who looked surprised to see her.

"Changeling!" She heard one of them shout behind her.

"Timberwolves!" Another shouted.

The changeling glanced behind her and saw the Royal guards running as well, actually going faster than she was.

"Just great." Wisp remarked with a snarl, "Because my day was already so exciting when it was just Timberwolves chasing me."

In due time, one of the Royal Guards got to within a few feet behind her, and Wisp willed her legs to move faster.

"Surrender yourself, Changeling!" The Royal Guard shouted.

"Feel free to stop first!" She shouted back, laughing. "I don't plan to be timberwolf food! I think you have bigger problems than me anyway!"

"I'll find you at some point! You can't run forever!" The Guard replied.

"As long as these things are chasing me, I can and will run!" She replied. "Better luck next time! I'll be in Canterlot by the time you catch up with me!" A little bit of disinformation never hurt.

The pony fell behind as Wisp sprinted forward, searching for a way out of this chase. Before looking around the forest as she ran. She was still nearly one and a half miles from her 'home', and she doubted that she could sustain this pace forever.

The changeling looked behind herself, noting that of the Royal Guards, none of the three were pegasi.

"Let's hope this works..." She mumbled to herself, before stretching out her insect-like wings and flying upward, aiming for higher ground. She saw an ideal place and went for it, landing on a thick branch that was at least twenty feet off the ground.

"We'll get you later, changeling!" One of the Royal Guards yelled as he passed under her location.

"Yeah, yeah." She grumbled as a third of the pack, twelve of the Timberwolves in all, broke off and crowded underneath her branch. "I've got bigger problems than a bunch of ponies running from Timberwolves. Like Timberwolves."

She honestly had no idea how she was supposed to get out of this one. It wasn't her fault that she happened to come across nearly a hundred of the things. Or that it was a den. Or that she had gone in looking for something to take.

Yeah, it was kind of her fault. Too bad she couldn't convince them to go away...

"That's it!" She suddenly said, lighting up her horn. While magic that could alter the mind was only useful on a sapient creature when they were asleep, using it on anything of lower intelligence was far easier. The only problem in doing so was remaining within a short distance and hoping they didn't tear the user to shreds.

In her location, that was not a problem.

She  drew her mind towards the dim - but visible - emotions of the Timberwolves. It was simple enough; even if the only thing on their minds now was consuming her, that didn't mean that they couldn't be altered.

The barking below her stopped as she essentially put the Timberwolves under her control, linking their minds to hers. Cautiously, the changeling slowly flew down to the ground, the Timberwolves looking at her with blank expressions.

"Well... That was strange." Wisp said, "I don't think I've ever heard of anything else from the Swarm even remotely similar to this."

As if to prove her point, one of the Timberwolves walked up to her and tilted its' head, as if asking a question.

Black Wisp hesitantly gave a mental command for the predators to follow her, and started walking back towards her 'home', the twelve Timberwolves following shortly behind her.

"Now, what does one do with twelve wooden wolves?" The changeling asked herself rhetorically. Technically, she could do almost anything with them. Slowly, a plan formed in her head, one that would give her an edge in any potential conflict.

Forming a simple image in her head of a sword, simple enough for even them to understand, she 'gave' it to them and mentally ordered the Timberwolves - all of them - to retrieve one for her. In addition, she also added a mental image of a Royal Guard, and ordered them to bring one... Alive.

If she had a small group to lead, what was wrong with taking risks? It wasn't as if the Timberwolves could rat her out like a drone would. In all likelihood, the Timberwolves would probably accomplish what she had ordered: It was now hardwired into their brains, and even their animal instincts bowed before the mental manipulation Changelings could preform.

The twelve wooden wolves broke off once she was within sight of her little platform, leaving her alone in the clearing. The changeling looked back and forth, before spreading her wings and taking off, landing on the platform.

"Well..." Wisp said as she lay down on the blanket on her platform. "That was interesting."

It wasn't even noon, and she still had an entire day of waiting ahead of her.

Her quite contemplation of absolutely nothing was interrupted about four hours later by growling coming from the edge of the clearing.

"Back already?" She mumbled, standing up and looking out towards the edge of the clearing. Indeed, twelve Timberwolves were walking towards her home, with a pony in the center of them. However, there was something familiar about the pony...

Black Wisp jumped out of her platform and to the ground, narrowing her eyes at the Royal Guard her Timberwolves had. Standing in the center of the ground, missing most of his armor, and sporting nearly two dozen bruises and scraps, stood the unicorn. The one that had forced her into some twisted kind of dependency based around him, and currently at her mercy.

Once the wooden wolves reached her, they slowed to a halt, with the unicorn being forced to stop as well. One of the Timberwolves came around with a short sword held in its' teeth. Wisp took it with her magic, drawing it and taking a few experimental swings, before sheathing it and staring at her 'prisoner'.

"Well," She began, chuckling nervously. "I didn't expect to see you back here so soon."

"Neither did I expect you to have anything to do with them ambushing me, dragging me to the ground, and then forcing me to march half a dozen miles." The unicorn deadpanned. "I didn't know you were in the habit of attacking those who kept you alive."

"Hey, not like I expected them to bring you back." The changeling defended, "I just wanted a sword."

"It will be hard to explain how half of my armor lost in the forest." The unicorn said.

"Just say it was Timberwolves. A lot of you will be having that excuse today." Wisp said, "Though, now that you're here... There are a few things that we need to discuss..."

"Oh buck."

Alternate - Chapter One.

(Continuing from near the beginning of Chapter One)

Soon enough, however, she heard the pleasant sound of a flowing stream. The changeling rushed forward through the underbrush and emerged into a small clearing around a stream. Black Wisp didn't care. As soon as she was close enough to the heavenly fluid, the changeling practically thrust her muzzle under the water, gulping down as much of the clean mountain water as she could.

After her thirst had been sated, Black Wisp lifted her head away from the water, annoyed by the small strands of her wet mane that insisted on laying themselves over her face. She moved her hoof up and rearranged the wet strands into something presentable, using the water as a mirror. The changeling giggled at her appearance.

Nonetheless, it was time to move on. Black Wisp decided to move uphill, following the stream: She would make far better time than she would otherwise.

It was a pleasant walk, and the noise of the creek was pleasant. She kept her senses open, hoping to avoid anything hostile in the area. Even animals gave off some emotion, if remarkably base ones.

Reason number two for hating the wildlife, aside from its' hunger: Their emotions tasted like sawdust. Dry, bland, and rather pathetic as anything but the subject of a dare.

Soon enough, her senses told her of something ahead of her. It was complicated, anything but an animal, which could only mean...

Wisp dived into the bushes at the side of the creek. There were very few creatures, all sapient,  who gave off those kinds of emotions. Among them, the only ones who were likely to be out here were ponies. And that meant Royal Guard.

From her hiding place, she watched the gray unicorn step into view. Its' hoofsteps were confident, as if it expected everything in the forest to yield to it. Its' spear was held in a orange aura, and the pony's profile matched that of a stallion.

In any kind of normal fight, Wisp would have lost. Immediately. She was nearly six inches shorter than the average pony, with muscles scaled to size, and she was unarmed. In addition, the Royal Guard armor blocked offensive magic... As long as its' helmet was kept on.

Wisp prepared to pounce, and gathered a stun spell on her horn.

The pony only had a moment to notice a black blur before the female changeling collided with him from the side at a full sprint, swiftly knocking him to the ground. Black Wisp quickly tore the helmet off of the stunned stallion, and fired her stun spell.

With his helmet gone, the disguise that rendered all Royal Guards nearly look-alike had faded, and the orange-red unicorn was stripped of his magical resistance. The stun spell collided directly with his horn, knocking him unconscious instantly.

Black Wisp stood over the unconscious stallion, disbelief on the forefront of her mind. She had... Won. Alone. And now she had a Royal Guard at her hooves, vulnerable to anything she might do...

The changeling smirked, looking down on the unicorn with prying eyes. She quickly drained a small amount of his emotions, not enough to be noticeable or have any effects, but just enough to boost her remaining reserves by a significant amount.

With that done, she entered his mind. Changeling magic was focused almost entirely on transformation and mental manipulation: Most could do it almost subconsciously, and it rendered them entirely immune to the latter. However, preforming mental magic while the target was awake was nearly impossible, as you had to continually adjust it to make sure they did not notice.

However, on a pony that was asleep, it was foal's play.

She was easily able to bind his subconscious will to hers. His mind would be untouched... But she would be able to halt anything he might do just as easily as a thought. In addition, there was absolutely no way for a target to resist, unless they were of the Princesses' level of will.

And Wisp was sure that he was not.

Yes, it would be just as easy to simply make him tell all... But where was the fun with that? Lifting the stallion up in her newly-rejuvenated magical telekinesis, she walked deeper into the forest, searching for one specific type of area.

There were many trees in the Everfree forest that could be described as 'massive'. Their roots were the perfect hiding spots for anything that preferred seclusion. It only took her a few minutes to find one of these, along with a decently-sized space in-between two roots. Dropping the stallion on the ground next to her, she used her magic to clear the space of dead leaves and a an old timberwolf carcass, leaving an area of clean grass for her to lay on.

Now all she had to do was wait for the stallion to wake up, and she could begin. This was going to be so much fun...

A short time later, she heard a groan behind her, signaling that the stallion was waking up. In the past ten minutes, she had stripped him of all armor and weapons, coming up with the spear, two swords, and a single dagger. She would have been more amused if she could have wielded anything but the sword.

Wisp saw the stallion start to rise up, holding his head with a hoof.

"What the buck was that?" The stallion mumbled, turning towards her and staring in shock, before her connection alerted her that he was about to rush her.

"Don't move." Wisp stated, the pony freezing in place. Her muzzle twisted into a smile.

"CHANGELING!" The unicorn practically shouted at her.

"Thank you for letting me know I am indeed a changeling." Wisp sarcastically remarked, "If I have any future species identity crisis's, you'll be the first one I go to."

She could sense his mind rebelling as he ran through plan after plan to try and kill her, each one more desperate than the last. As a last-ditch measure, he tried to fire a kinetic combat spell at the changeling, but she pinned the thought down just as his horn lit up.

"What have you done to me, you monster!" The Royal Guard spat at her.

"Oh, isn't it just obvious?" Wisp taunted. "Go ahead, try and hurt me. I can guarantee that you won't be able to."

Well over two hundred attempts at spells, hoof-to-hoof, attempts to move, and twenty seconds later, the stallion just glared at Wisp as she gave him a sweet smile.

"I didn't know you hated me that much." She said, pouting for a moment. "An explosive spell that would level this entire area while teleporting you away? I think that crosses into excessive."

This had been a brilliant idea, Wisp told herself. Already, she had memorized most of the spells that he had tried, and many of them were easily within her reach. In the nigh-impossible event that he managed to break free, she could just incinerate him.

"Grrr. What are you planning to do? Torture me for information?" The unicorn growled at me. "I won't give in to you!"

"Technically, you already have." Wisp stated in a bored tone. She had spent the past minute routing around in his recent memories, and confirming that the nearest patrol route, even an emergency search one, was his own, and that was nearly four hundred meters away.

The unicorn was still in that half-standing state he had been in when she had ordered him to stop moving, and she was getting bored. She still had a few things to do, however, among them being to break her captive in.

"You can't move unless I make you." The changeling stated, the unicorn's subconscious mind accepting the command without question.

"What are you to tell me what to do, monster?" The unicorn taunted.

"Oh, shut up." Wisp said, making sure that she did not send that as a command. The tongue he had was amusing, especially in his pathetically vulnerable state.

The changeling walked up to the unicorn and pushed the stallion onto his back, as he glared up at her with hate in his eyes. She examined him, top to bottom, to see what she had to play with, and smiled when she got her answer.

Work time was over. It was time for some of her brand of 'fun'.

Black Wisp ran her left hoof over his sheath, rubbing it in circles as the flare started to slide out. She moved her right hoof to that, gently massaging the tip with the flat of her hoof.

"So, my little stallion..." She purred, keeping her eyes focused on his. "Are you ready for the ride of your life?"

"Go buck y- ~Ah!" His reply was interrupted as she moved her mouth down and gave a long, sensational lick to his emerging length, before planting a kiss at the tip, all while staring into his eyes. The stallion simply stared at the changeling as she ran her tongue over the flare, before lightly sucking on the edge.

"Don't worry, my little stallion." She said in a sultry tone as she momentarily stopped her ministrations. "I'll finish breaking you in soon."

"N- No, you won't!" The unicorn insisted.

"Have it your way." Wisp said, mentally shrugging. In the meantime, his shaft had finished hardening into something a little over a foot long. Or, in other words, a monster that would probably bruise her insides if she did something wrong.

Oh well. What was life without a little risk?

Wisp was laying down practically between his widened legs, with her mouth hovering near his member. She gave him one more long, slow lick before she put the flare into her mouth, sucking on it as though it were one of those strange pony frozen snacks that Wisp had heard about. More of his pre leaked out of it, and her tongue quickly scooped it up, judging the flavor to be tolerable.

The changeling slowly pushed the thick member farther into her mouth, eventually entering her throat. She skillfully blew the stallion, moving her tongue along the shaft when it was deeper inside of her, and swirling her tongue around the tip every time she pulled it out. Eventually, she grew bored of the slow pace, and took the stallion deeper, bobbing her head as she did so.

She moved a single hoof to her face, brushing aside some of her hair that threated to block her vision.  The stallion she was taking into her throat had stopped suppressing his moans, and his face seemed twisted into a combination of pleasure and hate. A cursory search of his mind revealed a similar combination, lust vying with anger for control over his mind.

As another consequence of reading his mind, she could tell he was getting close... Very close. With this in mind, Wisp pulled her mouth away, giving the tip one last kiss, before shifting positions. She climbed on top of him, with her dripping slit hovering over his face, and her muzzle just centimeters from his member.

"Now, I've gotten you nice and ready, but even I need some attention." She purred, giving a small lick to his length. "I'll let you release if you can use that mouth of yours for more than just talking."

She didn't even have to make it a mental command. As soon as the changeling dropped her slit onto the stallion's muzzle, Wisp felt his powerful tongue dig into her snatch, licking up her juices as it went. She moaned and shuddered in pleasure as the stallion below her tongue-fucked her.

Black Wisp returned her mouth to his member, moving it towards her with a hoof to ensure it stayed in her mouth. She took the hard length into her throat, moaning around it as he flicked his tongue across her insides. Maybe, Wisp though through the pleasure that was beginning to cloud her mind, she had not nabbed some fresh-faced rookie: She might have bagged a veteran, given how well he knew how to use his tongue.

As she was not currently observing his mind , she failed to see his climax coming on. It took her by surprise when his flare expanded, locking it in her throat. Wisp felt line after line of his seed shoot down her throat and into her stomach as she tried to remove his shaft. Finally, she succeeded, and was able to take the last two spurts into her mouth, giving the changeling a new, pleasant taste to remember.

The stallion had stopped pleasuring her the moment he climaxes, and that annoyed the changeling mare very much. After climbing off of his slumbering body, she grunted in frustration and leaned back against one of the two roots acting as walls for this spot, as well as moving a hoof between her legs. Several minutes later, she cried out in pleasure, having obtained her release the old fashioned way.

With that done, the satisfied changeling levitated the stallion over to her, cuddling with the Royal Guard, but not before whispering into his ear an order not to move or hurt her. She couldn't take too many precautions, after all. And, once having finished giving the stallion a single kiss on the lips, she snuggled up against him.

"Soon, my little stallion, I will break you." Black Wisp whispered as she faded off to sleep.

Alternate - Chapter Two

Black Wisp woke up to the feeling of a much larger stallion lying next to her, one that had apparently moved its' forelegs around her while she slept. While the changeling knew that ponies could consider it romantic, she frankly didn't care, and just enjoyed the warmth it provided.

Incidentally, she could feel the gentle hum of dreams coming from her 'prisoner' over her mental link - for a very loose definition of the word prisoner, anyway.

While she would have absolutely loved to spend the morning messing around with his dreams, she didn't even have the knowledge she needed to cast the spell, much less interact with his dreams. And so that split-second fantasy of hers was out the figurative window. Well, at least until she acquired said spell. Which would probably be never.

She snuggled further into the stallion, content to rest for most of the morning. After all, she had nothing important to do, and no responsibilities. The only thing she had to do was sort through all of the stallion's personal belongings... Which Wisp realized she could do lying down.

The changeling levitated his saddlebags over using her telekinesis, opening them with a thought and leaning it towards her.

The first thing she saw was a ration pack. While changelings were perfectly capable of eating and digesting normal food, and could even survive off of it alone for a while, there was no point in doing so while she could use them to feed her own source of energy. The second item she pulled out was... A magazine.

Wisp smiled.

She looked through the rest of the contents, finding nothing but a hygiene kit, more rations, a blanket, and a sharpening stone, before turning her attention back to the magazine. Wisp idly flipped through it out of boredom. Although she could count some of the more risqué pictures inside as being good, overall it was a bunch of standard crap.

"Where do they even make these things?" Wisp mumbled as she flipped to another page. "A drone could be more arousing than this, and they're barely smart enough to spell that, much less put it into practice."

"Wha-?" The stallion next to her slurred, awakening from his rest.

"Oh, you're awake." The changeling said, startling the stallion, who has unable to move much due to what she had hardwired into his mind last night.

"Y- You were real!" The unicorn blurted, panicking and attempting to move further away.

"Don't worry, you won't be able to move much." Wisp replied, moving even further into the stallion's unwilling embrace, and turning her head to look into his eyes, and levitating the magazine into view. "And what, do tell, is this?"

"A- a... Er... Wh-.... What?" The stallion stammered.

"Don't worry, I don't mind... Too much." She said, giggling. "However, I don't think you have very good taste. The stuff in here is pretty weak."

"Why am I hugging you?!" The unicorn shouted, his face turning a shade of red on top of his orange fur. "And why are you looking through my stuff?! You're a changeling! You can't do that!"

"Are you trying to make me cease?" Black Wisp asked, turning another page. "Because if you are, you are forgetting that I do not care."

The changeling mentally noted his attempt to use telekinesis to rip it out of her own, a shock spell to set it on fire, and even an incineration spell to destroy it. She felt her own mental commands reverberate through his mind, stopping each and every attempt at destroying it.

"Are you feeling frustrated this morning?" Wisp asked as his face flushed an even deeper shade of red. "Is something bothering you? Do you need me to... Relieve you of stress?"

"W- what did you do to my magic?" The stallion managed to ask. Wisp made a mental note to keep him flustered - it was far too cute to resist, especially when a mere day before he had been a blustering Royal Guard. The reversal of fortunes was rich.

"Oh, this and that." She cheekily replied. "Don't worry, I'm sure that it won't last forever."

"You!" The stallion said accusingly, before letting out a wordless groan of frustration.

"Speaking of which, what is THIS doing in here?" She asked, turning the magazine so he could see the full-page, highly-detailed... Drawing... Of Princess Celestia, who was in a very inviting pose.

There was no response from the stallion, and the moment Wisp looked back she could see why. The unicorn was speechless, with his mouth open and his face flushing a brilliant shade of red. In addition, she could feel his 'little stallion' starting to poke out.

To compound the thoughts she felt moving in his mind, Wisp darted her head forward and locked lips with him. The changeling enjoyed the sudden switch in his thoughts from mild lust and confusion to panic and horror. The stallion was unable, however, to resist her thanks to the mental locks she had put up.

After an enjoyably brief period of violating his mouth with her tongue, the changeling withdrew and gave the stallion a coy look of innocence, along with one of her winning smiles. The stallion's eyes were wide, and his mouth was still open in shock.

"Y-... You're crazy."  The unicorn stated after he finished gawking at her in shock.

"Am I?" The changeling asked, rolling over so her body was facing the stallion. She felt his member growing between them in response to his lust, and moved a hoof down to stroke it, tracing her chitin over the tip.

"Just s- stop!" The unicorn pleaded, panting. "Just let me go!"

"Hm..." The changeling pretended to ponder, before shaking her head and brushing some of her hair aside. "Nah."

She levitated the nearly-forgotten blanket out of the pack and unfolded it with her magic, laying it over the two of them in a manner that left only their heads uncovered. Wisp quickly changed that by going fully under the covers, moving lower and lower until her head was level with his length.

She gave the tip an experimental lick, and smirked at the sudden surge of lust into his emotions. The changeling began to gently tease the stallion, while lightly feeding on the lust that was practically dripping from him. The blanket still hid her from his eyes, which made it hard for the stallion to tell what she was going to do next.

Taking the next step, Wisp opened her mouth wider and put the flare into her mouth, lightly sucking on it. She ran her sharp teeth over him in a teasing manner, delighting in the shiver that went through his body. Wisp was thankful, however, that she didn't have the large fangs that most drones did. That would certainly put a stop to what she was doing.

After a short time of teasing the stallion and listening to his gasps and moans, Wisp decided it was time. The flare popped out of her mouth, and the changeling rolled the stallion on his back, pulling the covers off to reveal herself standing over him.

"Any words before I make you mine?" She purred.

The stallion below her blabbered something about not doing it, but Wisp was hardly listening. She slowly lowered herself onto his length, cooing in delight when the flare touched her moist folds, before pushing herself down onto his thick shaft. Inch by inch, it spread her tunnel open, stretching her out as it went.

Black Wisp was panting in pleasure when his medial ring finally touched her lips, and the changeling stopped. She would take the rest of his length eventually, but this was enough as it was. She used her hind legs to push herself up, the hard cock inside of her slowly withdrawing. When only the flare was left inside, she pushed down again, only stopping once she hit the medial ring.

The changeling took her time as she rode the stallion, enjoying the pleasure it was giving her. She placed her right foreleg on his chest for stability as she bobbed up and down, making sure to siphon some of the large amounts of lust the stallion under her thrall was putting out. As far as she had experienced, sex was always like this: It brought out the most filling of emotions, and weakened any resolve a being might have. Likewise, when she had wandered Equestria as part of her training, it was also her favorite pastime. It was the most pleasurable way - quite literally - to obtain her kind's food.

She pushed herself down harder, the medial ring of the stallion slipping inside and stretching Wisp to her limits. She continued to go down until the flare brushed against her cervix: Looking down, the changeling could see that she had, oh, only about two inches outside. She grinned at the stallion, her stallion, with a predatory smile. The unicorn was staring at her blankly, his mind mostly lost to the pleasure he was receiving.

Wisp could feel her moist tunnel clenching around his shaft. She pulled herself most of the way off of his member before shoving down again, gasping as his tool pushed into her. She put her left forehoof against her mouth, attempting to stifle her moans as she rode him. She failed.

Through her mental connection, she could feel his climax coming, and rode the stallion harder, wanting, no. needing him to finish. Her wet slit was stretched wide by his shaft, driving her onwards. With each downward thrust, Wisp could feel him growing closer, until he was right on the edge.

As she pushed down, an uncounted number of moments later, the changeling felt him flare inside of her. She held herself down on him as he climaxed, shivering in perverse delight as she felt more and more of his hot, thick seed push into her, filling her womb and what little space was left inside of her depths. She shuddered as her own climax arrived, washing over her and clearing her mind, leaving a dull - but pleasant - feeling that lingered on.

Panting, Black Wisp looked down on the stallion with half-lidded eyes, wanting nothing more but to keep riding him until he broke. But she could always do that later, save it for another time. The changeling collapsed onto the unicorn's chest, with his softening member still lodged inside of her, twitching as it put out a few last, small squirts of spunk.

She closed her eyes and nuzzled his chest, feeling some mild affection for the stallion - her stallion, at least until he was broken. She could always move on and find another one to sate her. In the absence of hope for her species, what better way to celebrate its' possible extinction?

And with that last thought, she drifted off to sleep.

Chapter Four

"So, let's talk." Black Wisp said, walking up to the Royal Guard. "Starting from what I think of this. While I wouldn't normally be pissed off when having to buck a pony, it kind of lost its' appeal when you started leaving me bleeding. Meanwhile, every time you've been here, you have not once referred to me as anything but 'changeling'.

"So, I am going to set some new rules."  Wisp said, poking him in the chest while her Timberwolves watched on. "Rule number one: My name is Black Wisp, and I expect you to use it. I am not some damned nameless drone, and I am a bucking female, not an 'it'. Do you understand?"

"Crystal clear." The unicorn growled, glaring at her.

"Rule number two: I am not a bucking toy. If you hit me hard enough, it will do damage." Wisp said, poking him in the chest again. "While I don't mind it at all if you're rough, keep in mind that I am not made of iron."

"You know that, at any point, I can just call over half of the guard." The unicorn threatened.

"And what will they say when they learned you thought with your cock, bucked me, and then let me live?" Wisp countered. "Yes, they will kill me, likely painfully, but you will probably suffer a similar fate. Not all of the soldiers in your unit will care only about bucking me enough to let me live, and quite a few would probably run you through with spear the moment they learned of what you did.

"So yes, you have me by the neck, and I have you by the balls." Wisp crudely finished.

"What an elegant way of putting it." The unicorn said sarcastically. "If it's not too much trouble, I'd like to go now and explain to my captain that I was attacked by Timberwolves, and not a depraved changeling."

"You're calling me depraved?" Wisp rhetorically asked. "Even if I have been with more mares that you ever will, you are still the one who wanted to buck me instead of spearing me."

"Watch your tongue. You'll be using it tomorrow." The unicorn said as her Timberwolves backed away.

"Ah, off with you." Black Wisp replied as the unicorn turned around and started walking away. "I don't want to see you here until tomorrow. If I do, I'll assume you're the romantic type."

"Not in a hundred years. Buck yourself." The unicorn said, still walking away.

"And you..." She said, turning to her Timberwolves. "Go off somewhere and do whatever Timberwolves do. Return in a couple days."

The Timberwolves bowed their heads down before scampering off into the woods, leaving the changeling alone. In the middle of a clearing. With nothing else to do.

"Buck it, I might as well just sleep until tomorrow." She grumbled, flying up to her platform and wrapping her blanket around her like a cocoon, her mind still ablaze with thought.