Warning: Contains gender swapping and M/F/M threesome.

Queen Chrysalis had a very odd smirk on her face today as she sat – lurked, maybe – behind her desk, waiting for all her students to arrive. She was looking at us all, looking through us, and grinning like she knew something we didn't.

It was enough to unnerve me, for sure. And from the quiet, subdued nature of the rest of the class, I guessed it was having a similar effect on them.

The room stayed eerily quiet, even as the room filled up with young changelings. Even if they were talking when they arrived, one look at the Queen's face would shut them up quick.

The bell rang, signaling the beginning of class. Making an example out of me the first day must have worked: no one came in late anymore these days.

Still, Chrysalis stared and grinned. Her grin grew wider, showing some teeth.

I glanced around the room and saw a few of my fellow students doing the same. What was she up to? What did she have planned that warranted a look like that?

“Good morning, Class,” she purred.

A subdued response echoed back. I'd have called it half-hearted, but that wasn't it. After the silence from before, nobody was keen to speak out... and nobody was keen to be picked as Chrysalis' example after the look she'd just been giving them.

Chrysalis rose and began pacing back and forth behind her desk, in front of the still-empty blackboard. Though... now that I looked at it, I did notice a few suspicious splatters of some kind of dried liquid on it.

“Often, in your infiltration and love acquisition efforts, you may not be able to find any suitable targets of the opposite gender.” She spun and paced the other direction. “What, my little changelings, do you think you will have to do in that case?”

Only silence came back to her. She stopped and glared at the class, forcing hooves to tentatively rise.

“Yes, Stikka?”

My friend gulped audibly. “You, um... seek out new targets in the area of—”

“Fool! You will see me after class.”

I didn't know whether to be sorry for him or jealous of him.

“Someone else.”

No responses came this time.

“Do not make me wait. My time is valuable.” Her horn glowed, a drawer of the desk opened, and a short jockey whip slid out of it, glowing green.

It was Zilly, of all changelings, who raised her hoof next, and with her teacher's nod of acknowledgment, gave an answer: “You'll have to disguise yourself as the opposite gender?”

Chrysalis rolled her eyes theatrically. “Finally.” The whip lowered, but was set on top of the desk, not back inside it. “Correct. That is why today's lesson is about versatility and adaptability. You must be prepared to take advantage of love no matter from where – or from whom – you find it.”

The uncomfortable shifting of young changeling drones was audible in the quiet room.

“Yes, some of you may be put off by such ideas, but you are expected to be loyal servants to your Queen, and you will do as you are told, correct?”

“Yes, Queen Chrysalis,” the class droned, and I along with them.

“So, today we will begin by changing into a pony of a different gender. Remember, you must do a full transformation, not just external, since we will be making use of internal parts today.”

No one did so.

This earned a burning glare from the Queen. “What is the meaning of this?” she spat, glancing around at everyone in the class. “Buzzik!” Hearing my name on her lips made me jump. “Explain yourself and your classmates' rebellion at once.”

Why did it always have to be me? “Um, well... ah...” Her glare only intensified, so I gave the best, most honest answer I could. “Professor Kriga hasn't taught us how to do internal transformations yet.”

Chrysalis groaned. “I should have eaten that old windbag ages ago. He's long past his usefulness.” She shook her head. “And learning internal transformation takes weeks of dedicated...” She straightened, and her eyes flashed. “Unless...” The knowing smirk was back, and that couldn't mean anything good.

Her horn flashed, and searing pain shot into my head from my own horn. All around me, young changelings gasped and grabbed their heads in shock.

“There.” Chrysalis smiled all too glibly. “Now you all know how to transform internally.”

As the pain faded, I realized I did know, as if I'd always known and I couldn't remember quite when I'd learned it. I shuddered a bit from the feeling of having a memory that wasn't my own... and even though it was useful, I'd be happy if Chrysalis never used that power on me again.

“Now that we have removed the barrier to your obedience...” Chrysalis paused her amicable speech for a moment, and it changed to a snarl “...why do you still disobey?”

All around the room, changelings flashed into new forms. This time, I made sure to pay attention to which ones changed into which ponies, even as I contemplated my own disguise. I chose a bright yellow unicorn mare with light blue mane and tail, and – predicting where this might be going – I gave myself a generously large size, especially internally. I wanted to be able to handle whatever came my way without too much discomfort.

Already, I could feel a huge difference in myself. I never noticed the constant, comforting presence of my balls and my cock, even when it was pulled up inside my sheath. Now that they were missing, I felt a strange absence, as if a favorite pillow I'd gotten used to sleeping on wasn't there anymore. Now, instead, I felt my strangely wide hips and just the slightest hint of pressure from an all-new nub of flesh between my butt cheeks. I moved my legs closer together in an attempt to hide it, perhaps from myself, but that only increased the foreign feeling. Even smells were different, and I was somehow picking up a low, musky scent I had never been aware of. It was causing strange and uncomfortable changes inside that I didn't want to think about.

“Choose your partners, class.”

My eyes went wide. Would she accept it if I chose a female pony and did my best imitation of a lespony mare? I wasn't sure if I wanted to—

Two stallions stood in front of me, grinning at me and at each other. One was tall and skinny; white with a pink mane and startling blue eyes. The other was huge and bulky; his brown fur rippled with powerful muscles. Aphin and Zilly, of course. I'd watched them transform into these brutes... and now their intentions for my delicate and fragile-feeling body were unmistakable. I gulped. “Um... hi, girls.”

Their grins grew... and that wasn't the only part of them that grew. A glance between their legs showed me that both of them had chosen to be improbably well-endowed. My eyes were fixed on those two growing lengths stretching down toward the floor.

“So...” Zilly looked into my eyes and grinned malevolently. “Ready for some payback?”

“I, um, I'm kind of thinking I'd like to try it with a mare first so I can—”

“You want the front or the back?” Aphin asked Zilly. Had they transformed their minds into maleness, too? I'd never expect something like that out of her.

Zilly's cock swung up and swelled. “Front, definitely. I'm gonna make him swallow it.”

“Girls? I'm—”

The two of them tackled me out of my seat, throwing me roughly to the floor on the other side of it, and they landed heavily on top of me. A little fumbling and rolling around later, and they were both laying full-length on either side of me, with me on my back.

I had a fully-hard stallion cock prodding my flanks from each side, and I wasn't sure if I should be okay with it or not. They throbbed and occasionally thrusted against my soft fur, smearing it with their pre.

“Girls?”

“Ssh...” Aphin nuzzled my neck, which felt strangely amazing. “We're going to treat you good, don't worry.”

Zilly pressed her thick cock harder against my side. “Goddess, this feels good. Now I know why he does it so much.”

Before I had a chance to wonder who he was, Aphin's hoof wandered down my belly and twiddled against my soft little teats, sending shocks of wholly new feelings through my lower body like little lightning bolts shooting in. “Mmn,” I moaned. Wait... where had that come from?

The hoof wandered lower and pressed between my legs. I didn't want to, but they seemed to open all on their own allowing the soft underside of the hoof to rub against my brand-new marehood. Only then did I realize how wet I was. Her hoof immediately smeared slippery essence all over my entrance.

“I think he's ready, Zilly,” Aphin cooed.

As the two of them rose up next to me, I was given as fine a view of their bobbling cocks as I could ever have wished not to see. “I don't think I'm ready,” I said.

Zilly knelt down just over my head. “You'd better be ready.” She flopped her brown and pink mottled cock into my face, slapping the hefty weight of it against my cheek.

I could only stare at it, totally in shock now. The lobed, firm roundness of it gave way to a growing width and soft, veiny texture as her medial ring brushed past my cheek. Goddess, what was I doing? This wasn't right! I didn't want to—

Above me, partially obscured by Zilly's massive cock, Queen Chrysalis' face appeared. For once, it actually seemed to be relatively comforting compared to what I was being expected to do.

“The transition can be difficult to overcome for some,” she said, “but it must be overcome, and the faster you do so the easier it will be. Lick it, Buzzik.”

My mouth gaped open, not in preparation, but in astonishment.

“Lick it, Buzzik.” The Queen's tone allowed no argument.

I stared up, my eyes darting between Chrysalis' face and the veined surface of that warm, throbbing pony cock laying against me. I stuck my tongue out, and I licked it.

It was warm, dry, and so very soft and smooth feeling, though I could feel the hard strength underneath.

“Good,” Chrysalis said. “More.”

With a slight wince, I did it again, and for longer. I could feel the little wet patch from my tongue earlier, and where it stopped as I expanded it.

Zilly moaned slightly. “Oh Goddess, that feels... incredible. Do more!”

The Queen didn't have to prompt me to make another, even longer, lick. At some level, I was enjoying it already. Beneath all my disgust and revulsion, there was a little seed of something... Enjoying making her feel good? Reveling in a new experience? Just the sheer sensuality of it all? I wasn't sure, but there was some traitorous little part of me that wanted to take it further.

I ran my tongue, and then my lips, up and down it, exploring the new textures I thought I knew so well from my own, but which were totally different than I expected them to be.

Zilly pulled back a little, giving me her dripping tip, and I tasted semen for the first time. Sticky, bland, a little salty... it wasn't what I was expecting.

It was clear what Zilly was expecting, though. Since I didn't want to incur the wrath of the Queen, I gave it to her. I opened as wide as I could – it still didn't seem wide enough – and I wrapped my lips around the slightly flared tip of it.

Zilly grunted loudly. “Oh damn. Your mouth is so warm. Go deeper.”

I tried, I really did, but at this angle, trying to go deeper just shoved it into my tongue. I swirled it around, which she seemed to enjoy, but that wasn't what she wanted. But after seeing the way some of the mares in the class reacted to doing such things, I wasn't sure I wanted that big monster in my throat.

She didn't give me a choice, really. Grabbing my head with her hooves, she tilted it back, lining me up, and she shoved her thick cock inward.

I immediately choked on it, but I knew Zilly wasn't going to be gentle, and she wasn't going to let up because I was suffering. I had to take it or just suffer more as she shoved it in anyway. Fighting to swallow it, I gulped and glugged at it. Warm, soft flesh seemed to push against every surface of my mouth with a terrible stretching pressure. Finally, I overcame my own resistance and swallowed the flared head, letting it slide past the back of my throat and press on down... which it did with great enthusiasm.

The huge shaft slid down my throat, impossibly deep to be going under its own power, with only the flimsiest pretense of my swallowing keeping my gag reflex at bay. Finally, it came to rest, spearing me open in the middle. Her musky-smelling sheath pressed against my lips and her great big dangling balls bumped the tip of my nose. I felt like the swollen tip of it must be all the way down in my stomach!

What just happened to me? My throat convulsed.

Zilly pulled most of the way out of me in a long, slimy glide... most of the way. She kept her tip in my mouth, preventing me from speaking. “Come on Aphin,” she said, “fuck him already!”

My eyes went wide, but my mouth was full and I couldn't say anything.

“Are you sure he's ready?” Aphin asked.

Zilly rammed her thick cock down my throat again and drove away all thought of dealing with anything other than dealing with that. “Who cares? Fuck him already!” She pulled out most of the way, but rammed back in with barely a pause for me to breathe.

I felt a touch in a place I didn't even have when I woke up this morning, and it lit strange new fires inside me. It made me want to cry out, but with my mouth full, I could only make a little humming moan, which Zilly seemed to take as permission to start fucking my face even harder.

The soft, teasing touch grew into a warm, insistent pressure. It wiggled up and down a little, spreading my surprisingly copious juices across it, and then it shoved inside me with a slight pop.

My eyes went wide, not that anyone would be able to see them hidden under Zilly.

Aphin slid into me slowly and gently. Most of the motion I felt from her – and that motion felt incredible! – came from my body jerking up and down from Zilly's rough movements. With every slight motion, though, I felt her achingly hot shaft bury itself deeper and deeper into places a part of me insisted I shouldn't have... but other parts of me were loving this new sensation, and all they wanted was more more more.

She gave me more.

All my attention focused on that wonderful thing swelling deep inside me. I could almost forget about Zilly's pounding my throat, which didn't even hurt anymore. Was it because I'd gotten used to it, or because Aphin's pleasure distracted me from it? In any case, I was getting to a place where I could genuinely enjoy this, and I let my enjoyment be heard, even despite what my mouth was full of.

That spurred both of them on to greater intensity, of course. I was happy to have Aphin start actively driving it in, and I didn't even mind Zilly's balls bouncing off my nose anymore. I wondered how she could stand it – mine were always too sensitive to bounce off something like that without causing me a lot of pain.

Then, Aphin went deep, too deep. She bumped against some kind of inner barrier and it hurt. It hurt worse than anything.

I cringed away and my legs tightened. She must have gotten the message, because she immediately backed away a little, relieving the awful pressure. “Oh,” she mumbled, “I guess that's as deep as you go.”

As soon as she pulled back, the pain stopped, and once again my stupid female body wanted her to be ramming it in again.

She did... but she pulled it back out first, and she did it slowly... gently... wonderfully. I could feel every detail of her shaft as it passed into me, every smooth ridge and vein of it. I may have whimpered a little as her medial ring flicked past my clit.

Something was happening with Zilly. Her thrusts were getting jerky and her tip was flaring wide, blocking my whole throat even more than I'd grown used to. It could barely move inside now! With a jolt, I realized what was happening... but I also knew Chrysalis would skewer and barbeque me if I wasted a single drop of 'love juice'.

I felt it, when it came... when she came. A long pulse ran into my mouth and down my throat. I could feel it the whole way. When it finally reached the end of her cock, Zilly cried out in a girlish tone that made me remember who she truly was. And then I felt the spraying inside me. Hot, sticky goo coated the deep insides of my throat, and it stayed there because Zilly wasn't giving me an even an inch the breathe.

Throb after throb spurted their way down my throat, impressing me with the volume Zilly managed to produce. When she finally softened and slithered her well-spent length out of my throat I gasped for air... and gasped at how full my belly felt. I tasted more of her – only a little more – and I swallowed reflexively, getting it all down.

When she pulled away, I could finally look down over my belly at Aphin. She was pressing herself into me with the most adorable look of concentration on her face. Her tongue stuck out between her lips, and she was so tightly focused on my pussy that she hadn't even noticed Zilly pumping her load into my mouth.

“Hey, Aphin.” Zilly – quite literally – slapped Aphin out of her fixation. “You've got to try getting a blowjob. It's the best thing I've ever felt.”

Aphin paused for a moment, deep inside me... almost too deep, but not quite. “Hm... okay.”

She pulled out of me all too abruptly, leaving me craving more, and she rose to her knees behind me. “Come on, Buzzik, show me what all the fuss is about.”

I could have been offended... but she – he? – just looked so cute kneeling there, staring at me quizzically with her cock bobbing up and down at me. Flopping over awkwardly, I rose to all fours and wasted no time in licking her sensitive tip.

“Oh, and while you're at it...” Zilly propped one leg uncomfortably on my back and dangled her drooping, dripping cock in Aphin's stalliony face. “Cleanup on aisle one.”

Aphin didn't show the slightest hesitation, even though Zilly's cock was slathered in her cum and my saliva. Of course – she was used to this sort of thing, even if it was strange to see a stallion lapping away at another stallion so eagerly.

Aphin's cock was narrower than Zilly's, but longer... and it tasted strongly of the inside of a mare. It tasted like me, I realized. That didn't bother me, though. I'd tasted that before. And this time, it would be a blowjob on my terms.

I slowly licked just under the tip of the shaft, taking my time to give her every detail of the sensation, flattening my tongue to make it soft and supple, and I was quickly rewarded with a groan and a twitch from her. I had a secret advantage: I knew exactly what a stallion likes... and now that I was doing it to someone I cared about, I wanted to give it all to her. I wanted to hear more moans from her, even if they were a little muffled from her face being stuffed with Zilly's messy cock.

Sliding her tip into my mouth, I swirled it around a little before bobbing deep and swallowing. It was easier this time, both from her lesser girth and because I knew what I was doing now. After bobbing down for a moment, I pulled back up and panted a few breaths while I rubbed her warm flesh against my face. Being able to breathe when I wanted helped a lot too.

I knew how to please her, and it was showing. Her tip was flaring wide, too wide to fit inside my mouth anymore, so I just licked her all over and worked her steadily with my hooves, taking advantage of all the slippery juices already there.

Aphin gasped repeatedly. “Oh Buzzik!” she cried out, shoving Zilly out of the way and looking down at me.

I met her eyes, pulled her tip up to my open mouth, and stuck my tongue out, begging for her gift.

The first spurt was a thick, constant stream jetting right into my mouth, and it alone filled me to the brim. I couldn't swallow fast enough to catch any of the second spurt, nor the third... not that much of those made it into my mouth anyway. I felt the hot, sticky strands lay themselves across my face, and I kept my eyes locked onto Aphin's... at least until a white squirt hit one of them and made me blink it closed.

When Aphin fell away from me, panting, I took the opportunity to clean up. I knew Chrysalis would want me to. Clearing the eyes was first: I wiped my eyes clean with a hoof, then licked that up. It was a mess; white splatters all over me from my belly up to my mane.

I was licking up as much as I could when Chrysalis came around again. “Good, good,” she purred. “I see there has been great progress here. Buzzik, have they given you an orgasm yet?”

I shook my head, which caused a few white droplets to scatter.

The Queen tisked. “Aphin, Zilly, you had better get Buzzik off.” Her magic lit up. “Here, this may help.” She levitated a small metal cylinder with one tapered end toward us, which Aphin grabbed in her hooves. “Do not disappoint me.”

The two of them looked down at me as Chrysalis stepped away, off to the next clump of students. They glanced between the cylinder and my pussy. Aphin ended up staring at the thing quizzically.

“Really?” Zilly rolled her eyes and tossed her stallionish mane. “You don't know how to use that? Give it here.” She swiped it, made a funny twisting motion on one end, and it started to buzz.

This only caused more confusion on Aphin's face. “I thought we hadn't gotten to the toys lesson yet...”

“That's tomorrow's lesson.” Zilly looked at her. “And really, you've never used one before? Well you're going to have fun tomorrow. Oh stop staring at me like that. Just get down there and start eating Buzzik out.”

To her credit, Aphin did as she was told. She immediately dropped down, laid me down in front of her, and started lapping at my messy slit. It gave me all kinds of interesting tickling sensations, especially when her tongue went a little way in and brushed against the top of my insides.

All that seemed like nothing, though, when that little buzzing cylinder moved down to me. The moment Zilly pressed it against my clit, fireworks went off, shooting sparks all throughout my body that bounced around, gaining in intensity every time they did. Every bit of me felt electric, but there was one pulsing star of pleasure that drowned everything else out, and that was where that amazing thing touched my pulsing clit.

I was stupefied.

I barely even felt Aphin's efforts on my slit below; nothing else mattered. Who knows how long it even took – sometimes when I remember it, it seems like it took forever, sometimes it seems like it was instant – but eventually, that bright star of pleasure exploded, and I exploded with it.

The first thing I was aware of was that I was panting and twitching, my insides seeming to roil around all on their own and making my whole belly pulse. I seemed to remember a great big flash of white light, but there couldn't have been one, could there? As I slowly rode out the last twitches of my orgasm, my first female orgasm, all I could do was catch my breath and think 'Wow!'.

Aphin pulled her stalliony muzzle away from me, and I saw it dripping with clear juices. It gave me a strange feeling of satisfaction, even though it was totally unlike coming on a mare's face when I was the stallion.

Zilly twisted her big hooves and the cylinder stopped buzzing. She looked down at me smugly, as if she'd defeated me somehow.

Maybe she had. I didn't care. That was incredible. How could mares feel things like that and not constantly want to be having sex?

Filled with a strange, insatiable need for closeness, I grabbed both of them and dragged them down to the floor with me, where we all lay in a pile. I panted, and they panted with me. I loved feeling their strong chests pressing up and down against my own, and I— Good Goddess, what was happening to me? Did I transform my mind, too? This was too weird... and yet, it felt so good. I never wanted it to stop.

“Stop!”

I winced at Chrysalis' voice.

“That marks the end of today's lesson. Transform back into changeling form and find a partner of the same gender to sleep over with.” She seemed to laugh to herself. “Tonight's homework is going to be very interesting.”

Author's Note

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