Frosty's AU Adventures: Frosty-ling

by Alcatraz

Rating: mature
Tags: Dark, Comedy, Sex, Crossover, Alternate Universe, Gore, Original Character, My Little Pony: Friendship is Magic
Length: 6929

Frosty gets turned into a changeling and learns about her new body.

Frosty Winds gets kidnapped by one of the few remaining changelings since Equestria was bathed in balefire. The Changeling disguises itself as Frosty in an attempt to feed off of the love for her coltfriend, Commander Paladin Rumcake. Frosty manages to escape from her captive in time to get to Rumcake, and when he sees what she's become his curiosity gets the better of him and they begin exploring Frosty's new body.
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Triggers: M/F futa, anal.

Commissioned by TheBobulator.

Non-canon side story to Fallout: Equestria - Memories. Sequel/continuation of FoE Memories Chapter 5.5: Why am I in a cocoon?

Published 2014-11-19 00:30:05 UTC
Last updated 2014-11-19 00:30:05 UTC

Part One

Author's Note

Since this is an AU story, please don't complain about anything that might deviate from the main Fo:E Memories story, or if Frosty's OOC in any way. Being a side story, I'm allowed to make up some headcanon details here and there. This all went past Bobulator anyway so if he says it's all good then don't complain.

Part One

Frosty just sat on the floor for what felt like an eternity, waiting for the pain to subside. Her eyes darted between the prosthetic attached to the stump of her left front leg, and the regular hoof of her right. Still in disbelief, she ran her hoof over the etchings on the metal of the claw where the holes would have been were she still in the possession of her original hoof. Her right hoof had the weird cut-outs and holes, as did both of her rear legs.

She dejectedly used a claw to poke through the holes and cutouts, gauging if they would hurt or not. Fortunately they didn’t, the insides were hardened like the rest of her new form, but that did leave her wondering what they were for.

Her claw ventured over the rest of her body, tapping to see what parts of this ‘shell’, as it were, would be hard and which would be soft. She found that the spaces between each section of the hard outer portions were softer, but no matter how hard she tried she couldn’t quite seem to do any damage, which would have been a bad idea the more she thought about it.

“What was a bug shell called again? Exoskeleton? Carapace? One of the two,” Frosty muttered to herself. She inspected the green band around her midsection. It looked to be reminiscent of a saddle of some description, but what its purpose was, Frosty didn’t know. “Maybe it’s genetically engineered formalwear,” she muttered to herself. “Wait, is that my voice? I sound like I inhaled a vacuum cleaner.”

Frosty tapped at the carapace with a talon. “Well, it’s hard. Heh, I’m hard,” she chuckled. “Wait…” Her claw travelled to the top of her forehead where she felt a twisted, bony protrusion sticking out. “Oh great, now I’m horny too!” Frosty exclaimed out loud to nopony in particular.

She took a look at her surroundings. A small room not even able to hold more than four ponies if they were squeezing in very tightly, greeted her view. It was barely enough to hold the chair and desk at the end, let alone the filing cabinet. Above her, on the ceiling nestled into the corner of the room opposite the door, a gelatinous, organic mass writhed above Frosty. It looked like something out of a cheap science fiction movie from pre-war holotapes. It had been split open, presumably when Frosty had ‘hatched’.

She was still coated in nasty changeling goop, and as she sat there trying to collect her thoughts it began to drip off and pool around her. Frosty buzzed her insectoid wings, shaking them of any excess slime. She reached behind with her talon to pull one of the wings around to her face to closely inspect it. The wing looked like sectioned, see-through plastic sheets that had been sewn together and sewn onto her back, slightly below her shoulders.

When folding them, Frosty saw that a small slit opened up to allow the wings to safely tuck into her carapace, free from harm.

“Wings and a horn. Great, now I’m a mutant bug-alicorn… Thingy…” Frosty gingerly tapped her new horn and muttered, “Now where’s my free robot upgrade and rainbow farts? And angst, can’t forget that.” She scratched her nose with her claw and then stared at it. “Oh. Right.”

A sinking feeling washed over Frosty as she realised there was one place she hadn’t checked yet. Very slowly, her gaze travelled towards the ground. She spread one leg slightly wider to discern what—if anything, had changed in her nethers. Seeing the fleshy valley was a welcome sight, but it didn’t offer much in the way of comfort for what was missing.

“Hey, what happened to my tits!?” Frosty bellowed. She frantically searched the area for any sign of them, but alas, none could be found. “Well at least I don’t have a dick,” Frosty muttered under her breath. She prodded her... new? equipment to make sure it’s as it had been before that bug got ahold of her.

Just to be sure everything was in working order, she gingerly trailed the tip of the talon between the folds, feeling the tender warmth of pleasure work its way through her new body. ‘I haven’t felt that in a long time,’ Frosty thought. She pressed with an overly eager firm touch, feeling the pleasure rise more, her heartbeat increasing the harder she pressed. “Oohhhhhh yesss,” she exclaimed.

Just to make extra sure everything was in its proper place, she pressed the tip of the talon at her entrance and slowly slid it in. “Oh by Luna’s plot It’s been a while,” Frosty gasped as a more intense bolt of endorphins rushed through her head while she buried the talon deeper into her nethers, the full feeling of penetration causing her to lean back slightly with her hoof supporting her while she fingered her tender folds.

“What about…” she began, using another talon to press on the little nub that began to poke out from the increasing stimulation. It definately had been a while. Frosty idly began to pump the talon in and out while another talon flicked and toyed with her clit. Her breathing got heavier and the frequency of the talon pumping in and out of her pussy increased. For if Frosty had been standing on her rear legs, they would have collapsed from under her as the intense wave of pleasure crashed over her. Her eyes shot open as far as they could and she almost lost the balance she had with her supporting hoof while exploring herself.

“Oohhh, I could so go for another one of those.” The realisation of her current situation slipping away, Frosty laid down on her back as both her hoof and claw travelled below. Her hoof began to rub at her sensitive pleasure button while a talon spread her folds open, allowing for deeper penetration from the other digit. Her breathing hitched and back arched as the talon managed to locate the ever elusive, extremely pleasurable cluster of nerves inside her walls.

She trailed around it in circles to work herself into a hot and heavy state, then the digit holding her folds open joined the first to stimulate the nerve cluster. The more pleasure Frosty got from vigorously rubbing her g-spot, the harder she pressed with her hoof against the clit. She felt a rising sensation build throughout her whole body, and she went for broke in an attempt to bring herself to orgasm.

Gingerly pressing her talons against her g-spot, her claw and hoof worked in tandem to bring the wave or building pleasure crashing down over her. Frosty’s mouth hung open as only a small pleasured squeak escaped, her back arched off the ground on which she lay as a small amount of juices squirted onto her claw and ended up on the ground.

Frosty took a few deep breaths, composing herself, before retracting the talon from inside of her. She sat up on her haunches with her mind still racing with the thrill of having an orgasm a long time coming. “Well, at least that isn’t more green goop. That’s the last thing I need right now.” As the endorphins slowly subsided, the image of Rumcake slowly came to mind. A devious smile spread across Frosty’s face as she wished her coltfriend had been the one to give her the first orgasm in Luna knows how long.

Images of Rumcake’s member began creeping into Frosty’s mental imagery, her smile growing wider as she imagined him ploughing her from behind.

For some reason, she began to feel a stirring below. Looking down, she noticed that a section of chitinous plate had shifted. What she thought was a simple section of the chitin that shifted to allow for better dexterity in movement, wasn’t that. It wetly slid back and something that looked undoubtedly like a stallion’s penis began emerging.

“WHAT!?” she screamed. “NO NO NO!” Frosty batted at the black and neon green speckled member, but found out the hard way that it was a bad idea. The wave of pleasure from before had subsided and was replaced by wincing at essentially having been kicked hard in the gut. Gritting her teeth at the regretted action, she waited until the pain subsided. Fortunately for her, the unexpected surprise made the meaty appendage retreat back into its hiding place.

“So. I’m a mare. And a stallion. Fuck you, creepy bug thing.”

Abruptly, Frosty’s voice changed ever so slightly, taking on a more rough tone. Her eyes flickered to yellow as she growled, “You realise you can now go fuck yourself, too.”

Frosty blinked and her eyes returned to their regular green. “Just did, buttface. If you’re around, is the rest of me around? Time for a roll call, take your turns!”

Each of Frosty’s personalities took their turn to freely speak using her mouth.

“Here,” Gala Frosty said. Her voice became more smooth and sophisticated.

“Teehee, we’re green,” giggled Filly Frosty, the voice adopting a younger, slightly squeakier tone.

“Waddappened? Waddid I mish?” the slurred voice said. Yup, Drunk frosty is alive too.

“Now we’ve got more holes than you know what to do with. Make your choice,” Raider Frosty finished with a shit-eating grin.

“Ughh…” Frosty rolled her eyes as they went back to green and went back to examining her surroundings while rubbing her temple with a hoof.

Apart from the desk and cocoon, and the glowy green shit plastered everywhere, there was just the door opposite everything at the end of the room. Frosty stood up on all fours, stretching everything out for the first time since she got hatched.

The door had a rotating handle which retracted bars that buried themselves into the top and bottom of the floor as the means to lock it. Well, it wasn’t really locking because it didn’t have a visible lock for a key. More or less just a storage room by the looks of it, although why there was only a desk in there was beyond Frosty.

“Maybe somepony had a student-teacher kink and liked to be shut in here,” she mused.

She put her hoof on one of the bars that radiated out from the ‘handle’, as it were, pressing down on it while pushing up on an opposite one to turn the handle, opening the door. With a crunch and a grind, the two-hundred year old door unlocked and squeaked as it swung open.

“Need to get some oil on that…” Frosty looked back into the room and saw all the goop laying around and figured she’d slap some of that on there, mainly for the sake of having said she’d oiled the rusted hinges.

Frosty poked her head out of the door and looked right, seeing two more doors and the end of the huge corridor. It looked as though it could be five metres wide and about three tall. Opposite her, five more doors dotted the corridor. Looking left there were two more doors, putting her in the middle. Frosty’s eyes followed up a path that lead to a ladder that was angled up towards a hatch at the end of a corridor with the hatch set into the roof.

When she thought about it, the corridor looked to be an underground storage area, but why were there only tiny storage rooms accounting for half of the potential usage of the corridor was another question in of itself.

“Check in the other rooms before you leave. Might be something useful,” Gala Frosty suggested.

Agreeing with the idea, Frosty checked the room on her immediate left, finding it to contain a dried up husk of a cocoon from its previous inhabitant. How many ponies had this changeling kidnapped? Were there cocoons in all of these rooms?

The next room down didn’t have a cocoon, rather half a dozen packets of pre-war junk food. Frosty’s face lit up with joy at the prospect of a cherry snack cake, but was quickly snuffed when all there was, was a few boxes of sugar bombs and non-cherry snack cakes.

’When was the last time I ate anyway?’ Frosty thought as she picked up a preservative-laden, banana-flavoured snack cake. Figuring she’d eat something before trying to find Rumcake and co., she tore open the packet and hungrily inhaled a good mouthful of the treat.

The food just sat in her mouth. She didn’t chew, didn’t swallow, the cake was just… Bland. Mouth full, Frosty looked over the cake with incredulity, wondering why it tasted like cardboard. The changeling did say something about starving at some point, what was it again?

“You should probably find somepony to leech off of before you starve to death.”

“Such tasty, tasty love.”

“I haven’t had love like that in a long time.”

Growing up in Cloudsdale where history books were more readily available—and not destroyed, Frosty remembered reading about the Changeling invasion of Canterlot. Queen Chrysalis had fed off of the love of the groom, and she gained power and strength from it. Right now that was all she needed to know, and that somepony had definitely taken some literary liberties with the source material.

“Looks like you’re out of luck if you can’t eat regular food. You’ll have to find somepony that has love to feed off of,” Gala smartly replied.

“I think Raider is going to want to so some brain painting, with brains supplied by the changeling, ain’t that right?”

“Oh oh oh,” Raider bellowed. “Can I!?”

“We’ll see. Now we just need to get out of here.”

Frosty finished checking the rest of the rooms, finding another half dozen cocoons—four of which still had ponies in them. She did manage to find a 9mm pistol on the ground next to half a box of ammunition in one of the rooms that had a pony still in the process of being converted into a changeling. The gun was covered in goop, and when she tried pulling the trigger all that happened was a cylinder of semi-solid goo slid out, followed by the bullet. The gases made a raspberry sound, then a noise that sounded like a fart escaped the muzzle as the rest of the crap from inside the barrel fell to the floor.

“Teehee the noisy thing farted,” giggled Filly Frosty. After all, one can’t blame the sense of humour in a child and what a drunk finds funny, as Frosty found out when Drunk Frosty started laughing.

The gun wasn’t in the best condition; it wasn’t well maintained but on the bright side the gooey crap looked like it had only permeated the barrel, and the internal components looked to be in working order. The goo just needed to be drained out of it to gain some semblance of proper working order, so after filling up the magazine with as many bullets as it could hold, Frosty stuck the muzzle of the gun into one of the holes in her rear legs and tied it in place with some old rags that were in one of the other rooms. She did the same with the magazine in her other leg too.

Frosty began making her way towards the ladder at the end of the underground corridor. Looking up, she saw scuff marks at the bottom of the ladder. They were rather evident to suggest that the ladder had been well used, presumably when the changeling had been dragging its victims down here for Celestia-knows-how-long.

Frosty climbed the ladder and turned the wheel, adding to the notion that this place had been frequently visited. In hindsight, It makes sense that the changeling would kidnap ponies and impersonate them; it needed a food source, namely love to survive. Guessing regular food didn’t satiate them the way it does for normal ponies.

She knew the changeling couldn’t keep doing what it had been for much longer. It made the mistake of capturing her, and now the sorry little bug was going to find out that you didn’t mess with Frosty.

Opening the hatch, she emerged into the Wastes. The assault of the elements that greeted Frosty’s face made her grimace, but it didn’t stop her from climbing out. Looking back on where she had climbed out of, the hatch was set in amongst some rocks that had a makeshift shelter of sorts over it. Rather crude, all it was is a few sheets of corrugated metal supported with a few sticks as the roof, and another sheet had been placed over the hatch to act as the floor for the crude shack. Nopony passing by would have looked at it twice, and no one else would have thought that a changeling had been converting countless ponies right under their hooves as they slept.

“Right, time to see if I can fly with these wings.” She gave them a precursory flap, which inadvertently turned into them buzzing. Taking off, Frosty found that the bug-wings had the same functionality as pegasi wings; the capacity to flap was the same except the result was faster beating of the wings.

Playing it safe, Frosty hovered not too far above the rocky outcrop to gauge her surroundings. The buzzing from her wings became rather annoying, like a background ambient noise you wished you could silence.

Frosty turned in a circle, hovering in the same spot while she scanned the horizon as the leftover goop got blown off her from the breeze, splattering to the ground. One glob landed on the tin roof with an audible plink.

“Happy Hills!” she beamed, immediately darting in the direction of the town. From the looks of it, the quaint little town appeared to be a few minutes away if she really motored.

“How long have I been gone anyway?” Frosty said absentmindedly.

Frosty’s eyes turned yellow again. “Don’t you mean how long did that soon-to-be Splat on the wall kept us prisoner?” Raider chimed in, Frosty blinking her eyes back to green.

This time it was Gala’s turn. “If Frosty here kills the changeling then everypony else will think she is the imposter. We need to catch the changeling out on its terms.”

Frosty managed to get to the the little town in a five minute flight, landing on the first roof she found to avoid causing a stir by being seen.

Then again, in a Wasteland full of mutants, it’s not exactly out of the question to see what could be construed as a pony that somehow fused with a bug and mutated. Besides, with the books gone into disarray the vast majority of ponies would be too illiterate to read on some level or another, let alone wondering why anyone would want to research a thought-to-be-extinct race.

Part Two

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Part Three

Frosty turned back to Rumcake with green blood dripping from her talons. “Now open this door so I can save you.”

“From what?” The dead changeling’s body oozed more greenish goo, and Rumcake cautiously prodded it with a hind-leg through the bars.

“From what I’m going to do to you if you don’t open this fucking door.”

“My ears are still ringing.” Rumcake exclaimed. He unlocked the door and Frosty glomped him, sending him tumbling to the floor as she hugged him. With a few grateful nuzzles, she got up off of Rumcake and helped him up.

“So…”

“What?”

“There’s a gun tied to the inside of your leg.”

“You wouldn’t believe how handy these holes are for storage,” Frosty replied.

Rumcake shrugged it off as Frosty undid the cloth holding the gun and magazine in her legs, setting them aside. “You’re one of these changeling things now.”

“Yup.”

“Mind telling me what they are exactly?”

“All I can remember is that they’re shapeshifters, taking the form of loved ones to feed off of them.”

“Feed... how?” Rumcake asked nervously.

“Apparently love. Just from being near you I can feel some kind of warmth in me, almost like eating a hot meal. Don’t worry though, I won’t bite. Too hard.” As an afterthought, Frosty added, “Unless you want me to.”

Rumcake blushed at Frosty’s comment, and she eyed him curiously as a result.

“That’s… Weird.”

“Uh, what is?”

“I made a comment about biting you and for some reason I felt a different sensation from you. Kinda… iunno, spicy?”

“I thought you said changelings feed off of love?”

“I don’t know. Let’s ask the original changeling.”

They both turned to look at the disembodied head and disenheaded body.

“Welp, that was helpful,” Frosty sarcastically replied. “It told me they feed off love but apparently they can sense other things too.” Frosty stepped forward, curiously sniffing the air around Rumcake.

“Uuhhh, what… are you doing?”

“Spicy… Why does that seem fami—” Frosty’s eyes widened enough to rival dinner plates. “LUST!” she exclaimed.

“WHAT!?” bellowed Rumcake.

“It’s lust! My comment about biting you, turned you on!”

“N-no it didn’t!” Rumcake’s blush became more intense and Frosty could clearly sense it as the scent wafted off of him.

“There’s that smell again! It totally turned you on!”

Rumcake sighed in defeat. “No fooling those new senses of your now, is there?” Frosty just sat there with the proudest grin on her face. “So… What else can you do? You said changelings shapeshift, try doing me.”

Leering, Frosty smugly answered, “I’d do you.”

“Focus, Frosty.”

“I uh, don’t really know how to. Let me just…” Frosty closed her eyes, concentrating on a mental image of Rumcake. She felt cool waves wash over her but when she opened her eyes and looked down at her hooves, seeing one black and one brown, the brown one being the bigger one.

“That’s… An effort.”

“I only managed half, didn’t I?”

Rumcake only nodded. “Can you do yourself?”

’If only you knew the full story…’ Frosty thought. Raider just snickered in her head. Putting a hoof to her chin in thought, Frosty-ling idly thought about about what she used to look like. In a flash of cool green flames, she replicated her former self to a T. “I don’t know why I can do me so well but not you.”

“Yay, you’re back!” Rumcake said elatedly. For some reason, a great big grin etched itself across his face, and Frosty could tell he was trying to hide it. “W-what else can you do?” he stammered. “Can you alter specific parts of your body?”

“I uh… What?” Rumcake’s question and current demeanour was confusing Frosty.

“He wants you to grow a dick,” Raider announced, using Frosty’s mouth.

Rumcake seemed taken aback, and his face completely flushed red as he tried averting the now obvious question. “Was that one of your other selves or whatever?”

“Kinda. They come and go, mostly talk to themselves. Now, was Raider right?”

“You named that one Raider?”

“Stop avoiding the question!”

“Uhm, maybe?” Frosty shot him a deadpanned expression. “Ok ok! Fine, but it was a joke. You know?”

Frosty leaned closer to Rumcake. “What is that I sense this time? Kinda… Melancholy? No…” Frosty pressed her muzzle into the nape of Rumcake’s neck, inhaling a long breath. She pulled back and inadvertently glanced down to see his stallionhood peeking out from its sheath. Her eyes widened with semi-realization. “Well I still don’t know what it is, but something tells me you’ve been on the receiving end before. Could be why you asked.”

Rumcake shuffled his hooves together in a feeble attempt to hide his shame. Frosty just sat on her haunches, staring him down with a victorious, shit-eating grin on her face.

“Explain,” she haughtily asked.

“Really? I’m in the Steel Rangers. There’s not a whole lot to do, so we… kinda had to pass the time somehow. I ain’t going near ghouls either–even though some of the others did seem to, ugh, enjoy themselves. It’s… It isn’t funny kissing when their bottom lip is missing, lets just say that.”

“Well it’s the Wasteland, I’m not exactly going to blame you, Rummy.”

Rumcake managed a grateful smile. “Sooo…”

“Wait, you were serious?” asked a bemused Frosty. “Well I haven’t tried that just yet, and I’m not sure why you’d want me t— Oh.” Rumcake just giggled at Frosty’s response. “Well, like it or not, changelings are, shall I say, well equipped.”

“Uhm, does that mean what I think it does?”

“...probably not. I found out the hard way that changelings have both sets.”

“You’re joking? That’s cool! Show?”

It was Frosty’s turn to shuffle her hooves closer together. “No.”

“Oh come on!” protested Rumcake. “Since we’re down here I thought we could… Yinnow…”

“There’s a dead changeling in the room!”

“Think of it as adding insult to injury.”

Frosty deadpanned. “It’s dead.”

“It was trying to get into my armour!”

“I’m assuming you mean it wanted you to bone it?”

Rumcake was getting annoyingly flustered at Frosty’s delaying. “You know, you said I was avoiding the question before. Now I’m guessing you’re avoiding the inevitable too?”

The fur on Frosty’s chest puffed out when she huffed.

“Aww, you get adorably floofy when you’re mad,” Rumcake giggled. “How about this. If you do me, I’ll do you. That’s fair.”

Frosty grumbled. Knowing how determined he was, she sorta had to give in. Besides, she’d finally be able to get laid in Luna knows how long.

“Fine, but I don’t have to enjoy it. Take off your armour first.”

Rumcake proceeded to take off his armour, but it perturbed Frosty at how quickly he did it. Upon finishing, he just sat on his haunches with an eager grin on his face.

“How… How do you want me to do this?”

“Oh!” Rumcake proceeded over to the stockades, opening it and using the front hoof cutouts to support himself, his hooves supporting himself against the wall too so he didn’t bang his head on the wall. “Now just do your thing.”

Frosty got up and slowly walked over to her coltfriend as he moved his tail aside. She clearly saw the fleshy orbs dangling between his rear legs with his puckered behind on display. Frosty was glad she had found him before the changeling got its nasty, goopy hooves on him. She could feel the chitinous plate shift, letting the newly acquired—albeit unwanted—dick slide out. With her disguise on, she’d need to make a change to allow for it to show, otherwise nothing could be done. Frosty momentarily dropped the disguise of herself, putting it back up to include the phallus. Looking down, she saw it wasn’t the speckled black-and-green rod from before, rather this time it was jet black towards the head but became more speckled towards the base with the dark blue skin blending with her teal coat..

Frosty begrudgingly propped herself up on Rumcake’s back, her semi-erect speckled member dangling between his hind legs and nudging his ballsack. She lifted her pelvis up enough so the head prodded at Rumcake’s rear and felt something slick as she made contact.

“Woah, what’s that?” Rumcake asked, feeling the cool substance.

“I’m still not overly familiar with this, but it hides underneath a plate similarly like your sheath. Guessing it comes part and parcel with lube when it comes out.”

“Fine with me, saves us going back up for some anyway.”

Frosty tried pushing, feeling Rumcake relax underneath her as she pressed her pelvis closer to his. She felt the puckered hole slowly open up as the head of her dick slid in. The feeling was completely alien to her, usually she was on the receiving end, for example that one time after the party she went to. When the stallion hilted inside Frosty at the party and the head of his cock flared, the resulting pleasure of having the extra width rubbing against her insides had driven her over the edge, her hips bucking in response.

“Oohhh, keep going~” Rumcake moaned.

Considering Frosty wasn’t used to the sensations by any means, they weren’t entirely unwelcome. It was a different feeling altogether, and the more intense it became as the head of her penis rubbed against Rumcake’s ass, the more she found herself wanting to press in more. She heaved a sigh, letting out an apprehensive breath she didn’t realise was being held.

Feeling the friction as she pushed harder, Frosty felt the head enter Rumcake’s rear as the pressure against the head of her cock alleviated, replaced by the squeezing tension of the inner walls of Rumcake’s anus and the ring squeezing too. She slowly pressed forward, inching deeper and deeper into Rumcake. She heard him heave a pleasured breath at the sensation. For some reason, this drove Frosty to quicken herself.

Half way in, the schlicking of the naturally produced lubricant made the insertion far easier had it been raw. Getting close to the medial ring, Frosty said; “Hold on a sec, this might hurt.”

“You, or me?” Rumcake asked. He immediately had his own question answered.

The medial ring on Frosty’s cock entered Rumcake’s ass, and the stinging sensation he felt as a result rushed to his head where his brain released copious amounts of endorphins. His entire body relaxed, and the sensation of being full once again was long overdue.

“Oh sweet Celestia it’s about time~” he moaned. “Keep going, Frosty.”

Frosty began to withdraw, Rumcake’s rectal ring providing ample pleasure along the hardened shaft. Not wanting to exit completely, she stopped just shy of the head pulling out, then, slightly faster than before, slid herself back in with a moderately paced thrust.

“Oh come on, teach this commander a lesson,” he cooed. “I’ve had superiors and lesser ranked ponies give me a harder lesson than you have.”

Not knowing why, Frosty felt her drive increase at those words. Something about those words spurred her on, increasing her ministrations. With each forward thrust, Frosty hit the medial ring, but didn’t quite shove the whole length in. Something about having Rumcake in such a compromising position turned her on even more. Previously being ordered around with threats of bomb collars, having him literally under her hooves felt like she could exert some much deserved control over him.

“Oh come on,” Rumcake said with an exasperated tone. “Just stick it all in!”

“Nu uh,” she said between laboured breaths, her long tongue lolling out of the side of her mouth. “I wanna hear you beg for it.” Frosty deliberately slowed down, and a satisfied grin appeared on her face when she heard Rumcake whimper in annoyance.

“Please Frosty, just shove it in me. I need it, it’s been so long!” he said as his voice became increasingly hoarse from the lack of dick inside him.

Satiated with his response, Frosty thrusted faster and harder, although still not entirely giving him what he asked. “Don’t worry, you’ll get it all soon enough.”

Frosty could feel an odd sensation build within her loins, as if a rising pressure wanted to burst forth. The feeling increased with her ministrations and she pounded harder with renewed vigor at each thrust. The pressure reached a crescendo as with one final thrust, Frosty bottomed out inside Rumcake. The medial ring exerting the momentary pressure on Rumcake’s sensitive hole increased to the point where his eyes widened and he drew in a sharp breath from being filled oh so much.

Frosty felt another feeling. Almost like the party and the head that flared in her, she felt a similar one from her penis. Completely buried inside Rumcake—right up to the base, her eyes widened to a ludicrous size as the building pressure from her loins exploded, and she felt herself empty her balls inside Rumcake. The afterglow radiating off Frosty could have lit up a room. The heat of the situation had stirred her on further, intensifying her desire for Rumcake to plough her.

Locked together, Frosty took a moment to catch her breath before slowly pulling out. The pleasure she felt at this was unlike anything she felt before. The orgasm had made her member extremely sensitive, and when the head popped free a final jolt of pleasure washed over her as she sat on her haunches..

Rumcake eased himself off the stockade support with a satisfied sigh, looking to Frosty’s cum-coated cock. The lack of two certain orbs where they should have been caught Rumcake off guard.

“Hey, where are your, uhm, well…”

Frosty glanced down, noticing too. “Huh. Well like this thing, I’m guessing they’re tucked away inside to keep them out of harms way. Kinda counter productive to have something sensitive outside of a tough exoskeleton.”

“What about the other set? Wouldnt that be just as sensitive?”

“I guess, but there’s enough shell to keep what’s exposed protected. You’ll find out momentarily, Rummy,” Frosty finished with a sly smile.

“I shall. Now, lie back sweetie.”

Frosty laid on her back, tucking her front legs close to her chest while her rear ones spread ever so slightly.

“Where’s uh… Your…”

Frosty glanced down, realising what he meant. She’d forgotten to ‘replace’ one set of parts with the set Rumcake would be more compatible with. Frosty wondered if there was a way to alter specific parts of her without having to shift to the default changeling form to do so. As Rumcake watched with morbid fascination as the member retreated back and the chitinous plate covered the entrance, Frosty switched back to her former self, complete with all the regular mare parts.

“Or would you prefer—” Green fire burned away Frosty’s form, leaving the changeling underneath it. “Au naturale?”

Rumcake shook his head. “Nu uh, I want the Frosty that I care about.”

The sentimental statement made Frosty go “Awww”, and blush slightly. If she’d been in her regular form, Rumcake would have seen the blush. Thankfully it didn’t show over the carapace. She flashed green fire and appeared before Rumcake as her regular teal self with white and blue mane and tail. Frosty lay on the floor looking up at Rumcake expectantly.

“Mmmmm~” Rumcake cooed, looking down on his keen marefriend. Getting closer, his black and brown speckled member began to make an appearance from below. Frosty’s eyes caught sight, but were brought back to Rumcake’s as he pressed his muzzle against hers fervently. Frosty moaned into the kiss as she felt her inhibitions slip away the longer the kiss went on.

With Rumcake’s front legs on either side of Frosty, he nudged her rear legs apart further and held them open with his own rear legs, leaving her moist slit on display. Frosty’s lips parted, and Rumcake took that as his cue to slip his tongue into her mouth. Frosty hungrily accepted the muscle as she massaged his tongue with hers, occasionally nipping his lower lip playfully.

Rumcake slid his semi-erect dick up and down Frosty’s eager pussy, his medial ring bumping and brushing against Frosty’s clit, making her press her muzzle harder against Rumcake’s as she slung her clawed leg around Rumcake’s neck to pull him closer to her. Belly to belly, skin to skin, Rumcake momentarily broke the kiss to slide down Frosty’y stomach to line up his now stiff shaft with her entrance.

Rumcake playfully nipped Frosty’s skin as he slid back up. Frosty’s breathing increased. She huffed heavily with excitement at the inevitable moment just seconds away. The nipping was driving Frosty crazy. She desperately wanted to have her stallion fill her up, and the teasing became sensually unbearable.

“Oh by Luna’s sweet plot Rumcake, just fill me up already!” Frosty ordered.

Seeing Frosty wildly call out like that as a result of the teasing, Rumcake’s muzzle slid back far enough on her neck so he could bite the scruff of the neck. Better done from behind so he could pull the mane and head back for added pleasure, just the feeling of being penetrated and the skin of her neck being bitten as leverage to pull himself into Frosty more. In one swift motion, Rumcake buried his entire length into Frosty’s dripping cunt.

The feeling of being filled up so fast completely clouded her mind, the combination of pressure and pleasure replaced proving overwhelming sensations since the last time she had sex. All Frosty could do was lay on the floor in ecstasy as her tongue lolled out of her mouth. With her claw holding Rumcake around his neck, Frosty threw her other leg around too, except sliding her hoof lower down his back as far as it would go.

Nearing the base of his tail, Frosty coaxed Rumcake to see exactly how much more he could fit in, or to tell him to slide what remains. He seemed to get the message, because the next thing Frosty felt his medial ring stretch her slightly more to fit itself, and she felt his balls touch against her ass.

Letting up on the biting, Rumcake held himself up over Frosty, his back legs giving him enough room to begin thrusting. He began by pulling half out, and sliding back in with as much force as he did to begin with. After repeating that action several times, he began taking more manageably faster and shorter thrusts. The medial ring vigorously rubbed against Frosty’s folds, the tip of his head periodically brushing against even more nerve clusters Frosty had seemed to miss from her earlier exploration of herself.

Frosty blearily looked up to Rumcake, determination in his actions written across his face as he rutted his marefriend.

“I-is changeling d-dna compatible w-with pony dna?” Rumcake stammered between each thrust.

“I don’t care,” Frosty harshly replied. “If you’re gonna cum, then just do it. I’m not going to miss out on thi-HOLY FUCK, BY LUNA’S PLOT YES!”

Seeing as how Frosty didn’t care whether or not Rumcake would cum into her, Rumcake began furiously pounding, not fully pulling out of her save for the almost flared head of his sopping wet cock, courtesy of Frosty’s pussy juices.

Seeing Frosty’s lack of inhibitions gave him enough motivation to thrust his entire member into her canal, the only thing stopping him from stuffing her full being a combination of his balls and base of his cock. The combination cut Frosty off and made her scream with pleasure mid sentence. In doing so, he inadvertently lifted Frosty’s rear off the ground which gave him that extra penetration. The bonus was that, when he finally did empty his too-full sack into Frosty, none leaked out.

Frosty could feel the warm, sticky fluid fill her insides as Rumcake’s cock head flared, partially locking himself inside. Frosty held her breath as each shot after shot of Rumcake frosting hit her cervix, but not quite getting through. He held himself inside for near an eternity, trying to come down from the feverish dicking he was giving Frosty.

Eventually Rumcake regained his breath, and he wrapped his forehooves around Frosty, lifting her somewhat limp body off the ground. With Frosty still impaled on his rod, her legs went limp as she sat on his lap with a salacious grin plastered across her face, loosely supporting herself with her front legs around Rumcake’s neck.

Locking lips again, the couple kissed, although this time it had more meaning behind it than the lust-filled embrace shared a while ago.

“That was a long while in the making~” Frosty said. “Only thing I regret was the changeling thing,” she finished, grinding against Rumcake’s pelvis.

With his member shrinking, Rumcake decided it time to pull out. Half limp, he pulled free quite easily, although some juices and cum decided to make their exit before Frosty’s hole closed up in time to catch them. They laid together on the floor in the middle of the room.

“It’s not all bad,” Rumcake assured Frosty. “Now we’ve both got something each other wants.”

“Not quite, Rummy.”

“Huh?”

“You’ve only got one thing I want, I’ve got two things you want.”

Rumcake smirked at his mistake. “Even better!”

“Yeah, for you!” Frosty replied in jest, poking his sides while she witnessed his dick fully retreat back into his sheath.

“You don’t understand,” Rumcake replied just as cheerfully. “That gives us substantially more options to pass the time!”

“...well I can’t argue with that,” Frosty replied. “But that doesn’t mean I’m railing you more than you will be with me just because you’re bi. You’ve probably had more dick than I have!”

“Like I said; lots of time and very few mares. Since it’s been that long stallions are taking a back seat while I can squeeze as much as I can out of you.”

“Not before I squeeze as much as I can out of you,” Frosty giggle-snorted. She closed her eyes to take a moment to bask in the afterglow. Opening her eyes, she turned to look at the dead changeling. “What’re we gonna do with Buggy over there?”

Rumcake looked over at it too and just shrugged. “Who cares. More to the point, we got stockades over there and I don’t have to be anywhere for another couple hours. Wanna go again?”

A big grin appeared on Frosty’s face. “Fine, but you’re doing me first.”