A Changeling Invasion

by Very Sleepy

Rating: mature
Tags: Violence, My Little Pony: Friendship is Magic, Dark, Anthro, Main 6, Other, Drama, Changelings, Porn, Fetish, Queen Chrysalis, Sex
Length: 123518

Seeking revenge for Canterlot, the changeling army invades the town of Ponyville. Little do the residents know that the beasts have a more permanent solution in mind for their love shortage problem.

Lead by Queen Chrysalis, the changeling swarm invades Equestria seeking to feast off the love of every single female inhabitant. Their plan: to capture every mare and convert them into willing breeders and sex slaves. This story documents the tales of various mares and stallions as the changeling invaders sweep across the land.

Single-Part chapters involve one-shots with various mares and changelings of Equestria that serve as the introduction to the plot.
Multi-Part chapters expand on the story that maybe something more is going on here than a simple invasion... Bring your ethics and philosophy, we are heading into grey area.

Chapter 1 contains (lots of): Massive Orgy / Abduction / Pet Play / Impregnation / Submission / Oral / Anal / FutaChrysalis / Willing Slavery
Chapter 2 contains: Orgy, Masturbation, Exhibitionism, Abduction, Willingly Slavery
Chapter 3 contains: Attempted Gang bang, Abduction, Some Gender Bending, Willing Slavery, Pregnancy, Good old fashioned fucking
Chapter 5 contains: Oral, Attempted Rape, Willing Enslavement, Impregnation, Pet Play
Chapter 6 contains: Double Pen, Oral, Anal
Chapter 7 contains: Willing Enslavement, Pet Play, Impregnation, Oral, Orgy, Some Breast Expansion, Submission, FutaCadence
Chapter 8 contains: Pet/Slave Play, Bondage, Impregnation, Oral, Submission, FutaChrysalis
Chapter 9 contains: Pet/Slave Play, Impregnation, Oral, Anal, Submission
Chapter 11 contains: Pet/Slave Play, Submission, Abduction, Female on Female action
Chapter 12 contains: Packaging, pet play, abduction, slavery
Chapter 13 contains: Pet play, abduction, futa, slavery, Underwater Play, Impregnation, submission
Chapter 14 contains: Tentacles, breast milking, breast expansion, anal, inflation, oviposition, orgy, bondage, average day in the life of a Japanese school girl
Chapter 15 contains: Abduction, Enslavement, bondage, entrapment, Milking, Oral, Pet Play
Chapter 16 contains: -No clop-, Enslavement, Bondage, Cages, Pet Play, Sexism
Chapter 17 contains: -No clop-, Enslavement, Bondage, Cages, Pet Play, Sexism
Chapter 18 contains: Masturbation, Voyeur, Enslavement, Pet Play
Chapter 19 contains: Oral, Voyeur, Pictures, Enslavement, Pet Play, Abduction, Corruption, Impregnation
Chapter 20 contains: Oral, Pet Play, Abduction
Chapter 21 contains: -No Clop-
Chapter 22 contains: Oral, Cuck, Twisted Logic
Chapter 22 contains: Orgasm Denial, Submission, Bondage, Sexism
Chapter 23 contains: -No clop-

Chapter 1 characters focus on: Twilight Sparkle and Chrysalis, then the mane 5, then various background ponies.
Chapter 2 characters focus on: Coco Pommel, then Fleur De Lis, Minuette, Lemon Hearts, Twinkleshine, and Octavia
Chapter 3 characters focus on:Twilight, Chrysalis, Celestia, Luna, and Cadence, and bit of some other ponies.
Chapter 5 characters focus on:Raven and Spitfire
Chapter 6 characters focus on:Cadence, Neon Lights, Royal Pin
Chapter 7 characters focus on:Cadence, Shadow Five, Neon Lights, Royal Pin, Jet Set, and Fancy Pants
Chapter 8 characters focus on:Jet Set and Indigo Zap, Chrysalis, and the remainder of the Shadow Five, along with Neon Lights, Royal Pin, and Fancy Pants
Chapter 9 characters focus on:The same four stallions and Chrysalis
Chapter 11 characters focus on:Suri, Moondancer and Blossomforth
Chapter 12 characters focus on:Suri
Chapter 13 characters focus on:Suri and Rarity
Chapter 14 characters focus on:Lightning Dust, Trixie, Maud, Marble, and Limestone Pie
Chapter 15 characters focus on:Same as before with Rumble
Chapter 16 characters focus on:No Clop Chapter
Chapter 17 characters focus on:No Clop Chapter
Chapter 18 characters focus on:Diamond Tiara, Silver Spoon, Dinky Doo, Lily Longsocks, Boysenberry, Coronet
Chapter 19 characters focus on:Diamond Tiara, Silver Spoon, Dinky Doo, Lily Longsocks, Boysenberry, Coronet
Chapter 21 characters focus on:Chrysalis, Blueblood, Spike
Chapter 22 characters focus on:Chrysalis, Spike
Chapter 22 characters focus on:Chrysalis, Spike, Twilight
Chapter 23 characters focus on:No one really

Published 2015-07-06 14:30:01 UTC
Last updated 2018-07-30 00:15:50 UTC

The Attack

They came out of nowhere. A changeling attack, and by the looks of it, they were back in full force.

Green streaks appeared from the sky around town as they dove down, crashing into the ground with force. They leapt from their crater, completely unharmed, and chased after the nearest mare in sight. Screams could be heard ringing out across town as more and more of the army’s forces poured into the streets.

Ponyville’s resident Princess rushed outside her Crystallized Castle as soon as she heard the commotion coming from town.

“Sweet Celestia…” Twilight uttered as she looked up to the sky to see a countless sea of Changeling drones, seeking out their targets below. There was no doubt in her mind that the vile Queen Chrysalis was behind this attack again.

There would be no help from Shining Armor or Cadence this time. They were both a day’s train ride up north in the Crystal Empire, it would be far too late by the time they even learned of the attack. While Celestia and Luna were much closer in Canterlot, Twilight knew they wouldn’t help, seeing as they didn’t lift a single hand to help them during the Bug Bear’s invasion just outside the building that held the wedding the two were attending. And since the Tree of Harmony was so kind as to take the Elements of Harmony back, she knew they were completely on their own for this invasion.

Twilight took a slow deep breath and smiled. Knowing that with her friends by her side, there wasn’t a force in heaven or Equestria that could stop them! Joining hands with her five best friends, they charged into the fray, seeking to drive the monsters back from whatever hive they came from!

~~~~~~~~~ ~~~ ~~~~~~~~~

It was a dark day for Ponyville’s history books. They had lost the battle in a rather humiliating defeat. In fact, so much so, they didn’t even take out a single drone. Twilight let out a long exasperated groan. The town had grown far too complacent letting her and her friends handle every problem the world was faced with.

Fortunately for them, no one was seriously injured. In fact, it appeared as if the changeling army was more focused on capturing the entire town, rather than harming anyone.

Twilight let out a sigh of relief as a large group of drones led her and her five friends into the town square. Twilight took another look. “Hang on a second,” she thought to herself, “It’s only the mares they are gathering! What are these insects up to?” They appeared to be very well organized, like everything was going according to a plan.

Sure enough, every male pony, unconscious or not, was dumped into large green pods. Once they were full, they were promptly sealed and locked, rendering the men unable to escape until help arrived. They were then quickly stowed away in the surrounding buildings so as to not distract the drones with their constant stream of profanities.

Meanwhile Ponyville’s remaining female population had all been herded into the town square. A large circle of changeling drones surrounded large groups of mares, many who were still shaking in fear, not knowing what these creatures had planned for them. Currently, the army seemed to outnumber the mares by about two to three drones for every woman. The Cutie Mark Crusaders, Lyra and Bonbon, even Zecora from the Everfree forest was captured and waiting in their own group away from Twilight.

Twilight only had her friends next to her however, all of whom seemed to be reacting to the situation in their own way. There was Applejack, the large chested blonde hair women, who looked like she would be able to kick off a drone’s head with her well-toned legs that she made sure to show off in her shorts that didn’t even reach the midway point of her thighs. Fluttershy, the shy young Pegasus who concealed her curvaceous body under a plain yellow dress, and appeared as though she was on the verge of tears, but held them back knowing no one had been injured. Perhaps the changeling would let them all go soon?

A hot headed Rainbow Dash held the quivering Pegasus in her arms, looking as if she was ready to charge into the drones by herself, but held herself back knowing they held all her friends as hostages. Rarity, who had somehow managed to dress herself in a professional war fighting attire during the battle. The only thing that looked like it would help in a fight was the fact that it could distract the enemy while she show cased her rather generous cleavage, which bounced and swayed with every movement the fashionista made. And lastly there was Pinkie Pie, who didn’t appear to grasp the concept of how serious the situation was as she texted on her phone. One of the drone’s phone rang with the message she had sent reading: “u r butt” The changeling gave a puzzled expression at this text, or for that matter, what a phone was in the first place.

Finally after what had seemed like ages, every mare in town was present and accounted for, waiting for whatever the despicable creatures had in store for them. The enclosing circle of changelings that had surrounded the girls opened slightly to reveal a smirking Chrysalis, who walked into the group of the six scared girls.

“Miss me?” Chrysalis laughed, as the girls exchanged nervous glances with one another. “I must say though, it is quite disappointing you ponies didn’t put up more of a fight, considering our last encounter”

Twilight shot the Queen a sharp glare. “What are you doing here you fucking vile creature!?” she replied angrily.

Chrysalis recoiled in mock pain, “Oh that’s low princess, even by my standards. You see, me and my drones were simply in the neighborhood and wanted to drop in to make some friends. That’s what you ponies love most right? New friends?”

Twilight took another glance around at the various circles of changelings surrounding the town’s mares. “And you think an invasion is the way to do that?” Twilight replied bitterly, trying to stall as she planned on a way to take down the Queen’s smug little face.

“Think of it as our little party to welcome you to our exclusive little club,” Chrysalis smirked, Pinkie’s ears perked up at that word.

“What do you want with us bitch!?” Rainbow Dash shot back.

“The same thing we wanted in Canterlot,” Chrysalis replied, licking her lips. “We want your love… all of your love. My men and I have grown desperate by you ponies constant denial at our every attempt, so we’re here for a more permanent solution”

It was Twilight’s time to smirk now. “And you think the ponies of this town are just going to surrender to force?”

Chrysalis raised her hands defensively, “Oh no no no princess, you got us all wrong! Me and my men aren’t here to force you ladies into doing anything you yourself don’t want to do.”

Fluttershy blinked in surprise, taken aback from this comment “Y-You aren’t?” she quivered.

“Of course not dear,” Chrysalis said, giving the meek Pegasus a loving pat on her head. “What kind of friends would we be if we did something as cruel as that?”

And with that, Chrysalis’s sharpened horn began to glow a dark green as she began to cast her magic. The girls looked around, but it seemed the spell the Queen was channeling appeared to do nothing, although the air temperature inside the town square had risen a noticeable amount.

Twilight gasped as she felt what seemed like mind affecting magic around her. Red flags firing off in her head as she raised her well trained magical defenses around herself and shot to the princess, “What are you doing to us?!”

“Just think of it as a little spell to help you all relax dear,” Chrysalis replied calmly, “Something to aid in bringing out all you mares true selves.”

Twilight turned her gaze from the focusing Queen to her friends. Sure enough, they were blushing profusely, some were even softly panting to the ground, no longer focused on the vile changeling queen before them, who was giving a quick nod to her men that littered the square.

All of the sudden the changeling drones encircling the groups around town threw off their respective uniforms, revealing to the women their rock hard throbbing cocks, each standing at the ready looking for attention from the ladies before them. All eyes in Ponyville instantly shot to between their captor’s legs, taking in their full length and girth, each was by far longer than any member a stallion in town carried with him.

Chrysalis dropped the innocent charade, now that her true intentions were out on the table. “We lost a lot of men from our attack on Canterlot. Good men who wanted to do nothing more than fuck some mare’s pussy raw to feed off their love,” she chuckled to herself. “But you and this town are going to help us rebuild our army’s full force by becoming our personal breeders, who will serve us in any way we wish”

Twilight recoiled in shock realizing what the Queen had in plan. “Never you bitch!…” she spat. “The ponies of this town would never lower themselves as to mate with such disgusting creatures such as you.”

The changeling queen could only laugh at her retort, “Well it appears as though your friends are quite open to the idea of becoming our new sex slaves,” she said with a grin, “I’m sure you’ll come around to their side eventually.”

Twilight turned around, only to have her worst fears confirmed. A blushing Fluttershy was currently on her knees, hesitantly raising a shy finger to feel the head on one of the many cocks before her, quickly drawing it back as it twitched from her touch. She smiled as she gave the drone a lusty giggle.

Rarity was still trying to maintain a lady like look, but obviously failing as she struggled to stop her baser instincts from taking over as she lightly fondled her breasts through her fancy outfit, being unable to tear her eyes from the row of dicks before her. Her mind was abuzz with all the different things she could do with them.

Pinkie Pie had already stripped off her shirt and shorts, the Pinkie Sense between her legs telling her there was a major party about to hit them. “I hope you boys didn’t bring any condoms!” she shouted giving the men a sultry look.

“G-Girls!” Twilight stuttered in disbelief “What are you doing?!” Although she certainly was one to ask as she started to feel her own pussy become wet with her juices as her knees weakened. Her body couldn’t deny how exotic the entire situation was, despite her mind certainly trying to.

The changeling drones watched the girl’s every movement as their target’s arousal levels slowly grew. Some laughing and jeering, or gesturing to which mare’s hole they were going to take first. Some of the girls were already emitting soft moans as they watched the leering drones took in every detail of their bodies their betraying hands caressed before them. The curvy figures they had once covered, now about to be on full display for the mere pleasure of their captors.

“Lands sakes…” Applejack’s lust filled mind thought to herself, “Did Ah really cause all them cocks to stand up on end just by the sight of me? Ah wonder what could happen if ah up the ante…” Her eyes never wavering from the throbbing shafts before her, Applejack slowly removed her tight plaid cowgirl shirt. Drawing it over her head allowing two perfectly shaped tits to bounce out, much to the approval of the on looking changelings. Hands dove in from every angle, groping, fondling, and pinching her ample bosom, only to be returned in kind with her lusty moans of approval. She gave a shudder of pleasure, enjoying the fact her initiative caused her chest to be the center of attention. The remaining five girls watched Applejack’s naughty display with wide eyes. The conservative farm girl who had never once showed an interest in being man handled was currently flaunting her chest in public for all to see.

Rarity, not wanting to outdone by the farm pony quickly drew attention back to her as she gracefully shred her entire outfit in a single motion, revealing her full elegant body in all its glory for the entire town to see. As a reward, she was promptly displayed with two throbbing cocks before her, which she immediately took into both her hands and began to stroke. “It would certainly be unladylike of me to leave such magnificent examples of pure masculinity untended when I am responsible for putting them into such a state,” a voice in Rarity lust addled mind said to herself, “This transgression must be rectified!”

Rainbow Dash bit her lip as she pulled at sports bra containing a more modest pair of tits. A changeling didn’t seem to mind their size however, as one grabbed her jugs from behind her, roughly kneading the flesh beneath the work out attire. Rainbow Dash released a loud moan of pleasure. Stallions who had pulled that stunt before had earned a swift kick to the groin, but with these creatures, it just felt so right, almost as if she was supposed to let them use her body.

Twilight ripped her attention from the spectacle, hoping the rest of the town was faring better than them. To her horror, whatever spell the Queen seemed to be casting, it appeared to have been working even faster on their minds in comparison. She spotted Roseluck in the crowd, as naked a Rarity as she willingly grinded her marehood against the changeling hand assaulting it as she cupped her own breasts. The drones around her cheered her on, encouraging the young girl to drive herself ever deeper into acts of depravity.

Berry Punch was also seen amongst the crowd, moaning like a drunken whore as a lone changeling thrust his fingers underneath her thong into her dripping snatch while simultaneously pinching a nipple beneath her shirt. Another changeling who seemed displeased with the pace things were moving, roughly gripped the clothing the pony wore, tearing them from her body and throwing the scraps into a heap. Berry just grinned from the rough treatment, it was a crime to conceal her curvy body that could bring so much pleasure to these amazing creatures anyway.

The clothing heap in the town center grew ever larger as the scene in town progressed. Discarded underwear and dresses littered the street, some of which had been literally ripped off by various mares themselves, eagerly seeking to allow the men better access to their full assets. Once a drone had determined most of the town’s resident were now completely bare, he gathered every single piece of clothing from the ground with his magic. Combining the various articles and scraps together in one gigantic pile, he sent a green spark of magic into the heap. The pile instantly erupted in a blaze of green flame. Every changeling watched and cheered as the last clothing the mares would ever wear quickly dissolved into ash.

“Goddess above…” Twilight muttered to herself “This can’t be happening!” As the stunned princess took in every detail of entire spectacle, she felt her own royal clothing envelope in a dark green glow from the Queen’s magic. With a bright flash, they disintegrated into ash, harmlessly falling off her body onto the ground beneath her. Much to the Queen’s delight, Twilight made no movements to conceal her gorgeous body, too focused on the events before her. The queens eyes jumped to every curve on the hour glass figure of the sexy librarian she was about to own.

“Mmmmm, don’t worry dear,” Chrysalis cooed, gripping Twilight’s chin and forcible turning the girl’s head back towards her. “I wouldn’t dare think of letting a precious little thing like you onto my little greedy army’s cocks. Your mind is much too valuable to me to risk being fucked into oblivion. You Princess, shall be my personal consort” she said, licking her lips with a lust filled grin.

“This shot Twilight’s attention back to the Queen. “But but, how?” she stuttered, giving a slight shudder at the pleasurable thought of belonging to this woman.

Chrysalis just snickered as her horn ceased its greenish glow, the placebo spell no longer needed. With a powerful yank, the Queen threw off her own royal garments, displaying to the princess her curvaceous body that could cause any pony or changeling to drool in lust at the mere sight of. She focused her energy on one final spell, as she channeled her power. Something seemed to arise from her cleanly shaven slit. After a flash, Twilight opened her eyes only to be meet with a colossal new cock protruding from the queen’s legs, fully erect in the place a pair of dark lips had previously occupied.

Twilight noted how it was easily longer than anything she had ever taken, let alone see in her private life or in the drone army before her. She started to have her doubt such a thing would even be able to fit inside her without splitting her in half. The veiny member emitted a musky scent of sex that caused Twilight’s marehood to quiver, begging for attention. Her apprehension quickly flew out the window.

“I trust your books have told you changelings are capable of reproducing with any mammal,” Chrysalis said to the bewildered princess, giving her new dick a few swift strokes. Twilight knew it was true. She didn’t know how exactly it worked, but it was a unique ability only possessed by them alone, and it seemed like the fully intended to take advantage of that gift.

“Look around you,” Chrysalis said as she took in the beautiful sight before her, “Soon every mare in this quaint little town will be taking one of my men’s cocks into their dripping cunts. They are under strict orders to cum inside first and impregnate all of you sluts with their offspring” She shivered at the thought of her entire hive having their way with the town’s residents, their bellies bulging with her future soldiers. “And you Twilight, shall have the honor of bearing my child” she said with a sultry grin, softly rubbing her victim’s belly.

A small voice in the alicorn’s mind told her to stop and look away. Showing some impressive amount of self-control, Twilight managed to rip her gaze from the magnificent cock before her, giving one final look to her friends hoping that would were somehow resisting these creatures better than she was. Unfortunately, the remaining heroes of Equestria were now as naked as herself.

Fluttershy didn’t seem to mind at all though, the yellow dress she was wearing laying in shreds to the side, as she eagerly bounced on the fingers thrusting into her dripping snatch from below. Her muzzle was happily at work as she sucked off one of the throbbing shafts before her, taking two more in her hands as she jerked them off, wanting to please as many men as possible. She gazed up into her lovers piercing gaze, her eyes still maintaining a look of pure innocence after all she was doing.

Rainbow Dash’s sports bra and pants also lay discarded to the side, as she stood on her hands and knees. Pushing her black thong to the side, she wiggled her ass seductively giving a wink to her onlookers. With a firm slap to her behind, she giggled, “Let me show you what a real lover can do!” The drones hooted and hollered at once proud Pegasus making a whore of herself.

Applejack was on the ground, held down by a changeling who sat on her chest as he slipped his cock between the soft tit flesh the mare so kindly held together for him. Never in a thousand years did Applejack ever think she would let a man do this with her breasts, but with these creatures, for whatever reason, she found herself practically begging them to. Below her another drone had snuck between her legs, gripping her short shorts and panties and yanking them from her legs in a single pull, not that she would have resisted. His long forked tongue was quickly put to good use as he dove into the loudly moaning farm pony’s cunt, licking up as much of the tasty nectar as he could manage.

“You should relax, darling” Chrysalis spoke to her newest consort, “The rest of your friends are having fun, why shouldn’t you?” Chrysalis could tell by the way her target trembled she needed just one final push over the edge. Leaning into her ear she whispered “Think of it Princess… the two most powerful beings in all of Equestria convincing a child together… can you imagine what our offspring will be capable of? Think of the scientific possibilities,” she added by giving several small kisses along her neck.

Inside Twilight’s lust clouded mind that seemed perfectly logical. Finally the last of her resistance shriveled up as she died, as she drove in, eagerly taking the royal cock before her into her willing mouth, unable to contain her body’s arousal any longer.

The Changeling Queen grinned from ear to ear at how easily the princess had caved. “Good girl,” she said, giving a loving pat to her head. Twilight purred in delight from the touch of her new master.

Twilight was no stranger to pleasing cocks with her mouth, often taking some of the Ponyville’s male residents in her muzzle while inside the very library she lived at. She made it at strict point to shallow all of their cum, not wanting to leave a mess behind that would need to be cleaned later, but more because of the fact that she love love loved the taste of cum!

Twilight was hungrily sucking on the beast of a cock before her, as if to coax the cum straight out of it into her mouth. Her new master’s hands gripped the back of her head, helping the girl bob her head up and down her pulsing length.

“That’s it slut, suck your new owner’s cock,” Chrysalis moaned as she stroked the mane on the purple haired girl, “You’ll make a fine pet for me,” Chrysalis was quite surprised at Twilight’s blow job abilities, almost expecting the nerdy princess would need to be rigorously trained after her capture. She was glad this wasn’t the case. Hopefully the princess would continue to deliver when the time came for the main course.

The sight of one of the four princesses of Equestria standing on her knees, eagerly taking the Changeling Queen’s cock into her mouth was one to behold, drawing eyes from both changelings and lust crazed mares alike. As Twilight went to town, Chrysalis looked up to take in her spoils of war.

Sure enough, every mare in town lay completely bare, at the mercy of her drone’s skilled hands as they continued to dance and tease across their victim’s bodies, rocketing them towards unreached levels of arousal, all in preparation for what was about to happen. If only that bitch Celestia could see what these mares were really good for. She get hers soon enough though.

Feeling the foreplay had at last reached its peak, Chrysalis called out to her changeling army, “Let’s show these sluts what real creatures of love can do!”

Her men hissed in glee. Finally the moment they had been waiting for was here! They lined up their cocks to the dripping passages of the panting mares. Their dicks drove into their prize, easily slipping into their targets dripping nether lips of the lust-crazed mares. An endless stream of moans could be heard across town as the square delved into the world’s largest orgy. The mares of Ponyville willingly surrendered their most sacred of places to their invader’s fleshy members.

Many women were being shared, taken by two or three changeling members at a time. The former teacher, Ms. Cheerilee, was seen being double penetrated by a pair of changelings, working in tandem to thrust into the mare’s quivering cunt and ass, as they tried to fuck the mare’s brains out. The look on her face suggested she had lost the ability to speak or even think for that matter, as her tongue fell out of her mouth, letting everyone around her know she was in heaven as she vocalized her pleasure. It pained her to think that she was missing out on such sensations for all these years.

The spa ponies, Aloe and Lotus were at each others lips while a pair of drones behind them plowed into their wet fuck holes, quite obviously enjoying the spectacle of the two women. One reached a hand around to pinch an unattended nipple on Aloe’s bountiful breasts, causing her to release a moan into her sister’s mouth before resuming sucking at each others tongues.

Pinkie Pie now laid on the ground, her tattered pink bra and panties laying to the side as her legs were held in the splits. She released a moan of pure ecstasy as she returned the bucks she was given from her partner’s powerful thrusts. “Oooooooh,” she managed between the pounding she was receiving “This is the bessst party ever!” Her hips continued to pound into the groin of the channeling she had just met, feeling every pulse of the cock as it twitched inside her.

“Indeed!” Rarity could be heard purring just before another cock was inserted into her waiting mouth, twitching with pre-cum. She gave a devilish grin at the shaft that seemed delighted to see her. Realizing how good it felt to show her friends a side to herself she had kept hidden, she decided to up her game. Bracing herself, she swallowed the member before her to the hilt while moaning in delight, sending pleasurable vibrations along the base of the shaft. A bulge appeared in the white pony’s throat boasting how well trained her gag reflex was. The changeling appearing to be ever so pleased with the fashionista’s deep throating abilities.

A certain farm pony was too busy to respond to her friend’s skills however. Her muscular legs, a result from years of laborious apple bucking, were now being put to good use as Applejack rode her partner cowgirl style. The changeling below was obviously enjoying the view of her swinging breasts as the girl bounced upon his stiff rod. The mare threw her mane back as she let forth a shriek of pleasure as another orgasm erupted into her athletic body. Waves of pleasure washed over her mind. The drone beneath her shuttered as he felt her walls clench around him, doing its best to milk every drop of cum from lengthy piece of changeling anatomy.

The sight of her plan coming to complete fruition was almost too much to bear for the queen as she felt her slave’s tongue run along the underside of her cock. Turning to Twilight’s friends, she said “You should all accept your fates as my army’s new fuck toys… I can personally guarantee they will take each of your slutty holes everyday as they feed off your endless supply of love”

All of the girls let fly a moan of delight at the sound of that, resuming their tasks with renewed vigor, seeking to pleasure their new owners. The feelings of arousal and lust were unlike anything they had experienced before, and sought to keep it that way like their life depended on it.

Chrysalises pulled out of her pet alicorn’s mouth, much too nerdy princess’s disappointment. “Heh, there’s more important places your body should be using to pleasure my cock with,” she said, pushing the young princess unto her back.

Twilight look up with a lusty grin and smiled, spreading her legs as if to invite her new master to destroy her cute little cunny. Her arms moving almost one their own, pushing her breasts together. “Pleassse fuck your slutty personal cum dump’s pussy raw! I want to feeeel your cum coating every inch of my insides!” She moaned.

Chrysalis, who needed no encouragement to plow the slut into the ground, positioned the head of her member at the entrance to her lover’s dripping folds, before promptly spearing herself into her willing cunt

“Yesssss!!!!” Twilight cried out, roughly teasing her nipples with soft strokes and arched her back in pleasure emitting between her legs. It was such a fulfilling feeling, having a cock inside her. She could not love any more the feeling she held now. It filled a hole in her body that now existed for the sole purpose of pleasing her master. The disappointed feeling she felt when it pulled out couldn’t compare to the feeling in her sex as it drove back in with brutish force.

Judging from her owner’s face, she was beyond pleased with her tight cunt. Chrysalis’s face morphed into an expression of pure ecstasy as her slave’s folds attempted to milk all of her fertile sperm into her unprotected womb. “If I had known you ponies would be such willing whores,” she gasped between thrusts, “I would have done this long ago.”

Meanwhile, the changeling’s around the square were busy breeding their own respective mares. Fluttershy, who was now surrounded by a pack of horny changelings, showed no shame as she displayed her fully exposed body with her hands.

“Come now boys… free feel to use every part my body in any way you please. I mean, if you want to that is…” she offered. An eager changeling immediately stepped up, rubbing his dick across the wet folds of her cunt. The shy young Pegasus nervously bit her lip waiting for the moment he would ram his dick into her hole as two more cocks were presented to her for her services. After his cock was sufficiently lubed up with her juices, he pulled back before abruptly slamming his length into her ass.

“Ahhhhh!!” Fluttershy cried out, gripping the two cocks she held in her hands tightly. The assaulting drone bottomed out in her with a single thrust before pulling out, stretching her ass out before he pistoned back into her. He let loose his own grunts and groans, amazed at the mare’s tightness as her back hole clamped around his cock, his hips bucking wildly as he continued to fuck the pegasus’s brains out, doing his best to make the mare his.

Rainbow Dash had decided to take charge. Pouncing onto the nearest free changeling she saw, wrapping her athletic legs around his waist as they fell to the ground. Not missing a beat, she slowly slid herself down onto the dick of the momentarily stunned beast.

The soldier quickly recovered, grabbing the ass of his assailant as hyper active flyer flapped her wings, using them to rise and fall her slender body onto his cock. The drone grinned at the blatant eagerness of the mare to be fucked by his throbbing shaft. Perhaps he would keep this one. Pulling out a collar with his magic, he fastened it around the bouncing pegasus on his pole. As the collar wrapped around her neck, the ends fused together permanently, forever signifying the mare’s new place in the world. Rainbow Dash couldn’t be happier with the feeling.

Pinkie was likewise having the time of her life. “Yes! Just like that boys! Keep fucking my holes!” the ecstatic party pony yelled at the two changelings, effortlessly holding the mare’s body in the air as they cocks pistoned into her slopping cunt and ass and a synchronized rhythm. From her vantage point, she had the perfect view of her friends being violated, causing her own lust to become that much stronger as she was railed by the two thrusting cocks below her, trying to coax out their duel cream filling into her. The drones between her seemingly adamant on giving this crazy pony the best lay she had ever experienced.

Twilight let out a squeal of delight as her Queen hilted herself inside her marehood. Knowing that what the mares were doing would be considered high treason, there was no going back for any of them, giving them all the more reason to fully submit their bodies to their new changeling masters. With that Twilight pleaded, “Pleeeaaasee breed my slutty pony pussy master! My friends and I would be honored to bear your strong children. Don’t make us go back to those regular pony cocks!”

Chrysalis and the surrounding drones bellowed out a triumphantly laugh at how easily the princess had been broken by a few thrusts of a real cock.

Leaning into her ears, Chrysalis lustfully whispered, “Very well pet. I will make you MINE!” she promised as her pounding into her unprotected womb increased, harder and faster than before. Twilight let loose another series of pleasurable moans as desire flowed through her slender body. Her body went numb with the pure sensation of everything that was happening.

Finally, with one final thrust, the queen hilted her entire length into the quivering princess as she came into her deepest region. The queen losing herself in the pleasure of the moment as her vision blurred. Arching her back as what felt like gallons of hot sticky cum pumped straight into the girl’s aching sex. Twilight to fly her loudest scream yet as another orgasm racked her slender frame, her pussy juices mixing with the potent sperm inside her fuck hole. As torrents of her master’s searing hot essence continued to flow into her womb, she could only fall back, letting her tongue dangle from her mouth as her master’s sperm forced their way inside its new home.

Twilight’s mind somehow knew beyond a shadow of a doubt that she had been successfully impregnated by her lover. She fell to the ground, satisfied but completely exhausted. “T-Thank you master…” she panted before blacking out.

As if on signal by their leader, the changeling drones started to give their final thrusts into the writhing new pets. One by one, they all came into their respective holes, promptly followed by each mare’s respective scream of pleasure as they were reduced to nothing more than a trembling quivering mess. Mare after mare lay on the ground as their insides were filled to the brim with salty cum as they willingly gave their bodies in service. Any drone who had been unable to find an unoccupied orifice were jerked off from the mares beneath them. They too joined their bothers by showering their slaves with potent cum, covering their glistening chest and faces with thick layers of jizz.

Nurse Redheart gave an animalistic moan as cum spurted into her breeding hole. The thick, sticky cream invading her petite body, making her womb swell slightly as it struggled to contain her lover’s steaming hot essence that coated every inch of her insides. That didn’t stop the horny mare from clenching her walls around the wildly twitching cock, urging every last string of milky goop out. Finally, without another word, she dropped to the ground, smiling as she felt her lover’s creampie inside her.

Applejack’s used body feel to the earth as each of the three changelings around her pulled out. She slowly began to deflate as several liters of changeling cum poured out of her sore pussy and ass. Her stomach had also been completely filled with the salty treat. Her velvety lower lips spilling out the pearly excess, only to quickly be magically sealed in by the drone’s magic, hoping to ensure pregnancy. She smiled as she rubbed her lower region, the soon to be home of a new changeling offspring. A grinning changeling held one of the collars before her, which she immediately craned her head forward, allowing it to easily be sealed around her neck.

Chrysalis finally pulled her member’s from the depths of her consort’s love canal. As she gazed around the square, she felt an unmeasurable feeling of glee as everything she had planned for had turned out far better than she could have ever dreamed. Around her, there were still some of her men finishing up. A few of the more attractive mares in towns were receiving sloppy seconds as they were hammered from the front and behind at the same time. They came as one, filling their joyful holes with yet another helping of potent cum.

Elsewhere, some of the town’s female lay completely unconscious, their minds had proven unable to withstand the orgasmic sensation that changeling cocks were capable of giving. Her men moved to finish their work, fastening slave collars around all the willing necks of the mares. No one was resisting them at this point. Some had even attached a leash to their collars as they joined their master’s side, following their steps on all fours.

Chrysalis gave a devilish grin at the sight as she licked her lips. Mares really did make perfect changeling pets. She would have to make it a point to find some more…

The air was thick with love around the Queen. The smell of sex was so poignant, it would probably take days for it to clear up from the town square. She took a deep breath, inhaling it all, savoring the feeling sex brought to her kind. She felt her power soar to unimaginable levels as the ponies surrounding love feed straight into her. Picturing her changeling hive in her mind, her horn let loose its brightest glow yet as it gathered an immense supply of power. Then, with a flash, every mare and changeling in town vanished. Teleported to their new home where they could continue their work in peace.

Meanwhile in Manehattan

Coco Pommel walked the streets of Manehattan, alone and cold in the winter night. The city had changed after news of the recent event in Ponyville. Police Officers now camped the street, on the lookout for any suspicious behavior. The problem was, however, no one knew exactly what to look out for.

To this day, investigators are still unable to determine what events exactly transpired in Ponyville. All they knew for certain was that the town’s residential stallions had all awaken one day in the town square, claiming to have absolutely no memory of the past few hours.

What was even more shocking though was Ponyville’s entire majority female population had seemingly vanished into thin air. Investigators searched high and low, even venturing deep into the Everfree Forest and other surrounding areas for them, only to come up dry and empty handed. Coco knew she should b¬e worried for her friend and fellow designer, Rarity, who had lived there. However, something in her mind told her that she was ok, better than ok in fact.

That feeling was all that could sustain her though, through the coming days. Equestria wasn’t given a fair amount of time to react to the mystery of Ponyville as soon other mares from secluded locations started to vanish, one by one. The only clues let behind were usually some tattered clothing scraps and stallions denying any involvement of the events, despite the air around them carrying and overwhelming scent of sex as it did in Ponyville.

With only that evidence to go off, many stallions were taken into custody. The public eye was looking for someone to blame for these disappearances. Guilty or not, those men would not be happy. All these arrests only served to increase the public’s panic to the whole ordeal. Mares in particular becoming increasingly worried for their safety and the safety of their friends. Appleoosa, Cloudsdale, The Crystal Empire, even Canterlot were all reporting missing females. Luckily, Manehattan had yet to experience any mare abductions, but everyone knew it was only a matter of time.

Fortunately for them, it appeared the Princesses were not turning a blind eye to the problem. Coco had read in the papers that a large group of Royal Guards had arrived into Manehattan earlier that morning. They had commandeered an underground bunker on the outskirts of the city, and suited it for their needs.

Soon after it was posted all around town that the establishment had been converted into a mare shelter, seeking to provide all females in the area with a safe place to spend their nights. Mares eagerly flocked to the safe environment, not that they had much of a choice. Apparently the royal guard had also issued a strict curfew for all mares in the city, requiring them to attend shelters such as the one Coco was currently traveling to.

Coco let out an exhausted sigh, her warm breath clearly visible in the frigid Manehattan air. If it was up to her, she would have been perfectly comfortable staying in her studio apartment like normal. The shy earth pony was normally apprehensive around large groups of people, especially like the ones she had seen traveling to their safe house tonight.

Looking around her as she walked, she could see other mares, all of whom which she had never meet, wearing skimpy outfits, despite the freezing air temperature. The cold air only serving to harden the barely concealed nipples through the shear fabric. Coco dipped her head as a blush covered her cheeks, realizing she had helped design some of those outfits her fellow mares wore.

“Halt,” a royal guard pony said, stopping Coco steps and thoughts with a sudden halt. “State your business citizen”

“Ummm, j-just showing u-up for the mandated curfew hours,” Coco squeaked to the guard.

The muscular guard pony eyed the meek pony from top to bottom, oddly seeming to spend more time looking at her ample chest, than the rest of her body. He then nodded and smiled, waving her through before resuming his post.

Coco sighed in relief, only then did she realize the scantily clad mares she was walking beside seemingly passed through the checkpoint without as much of a stop. “How odd…” Coco thought to herself.

Coco gazed around the streets as she approached the shelter she would be staying at for the night. Security was tight, extremely tight for that matter. Royal guards appeared to watch every corner, not letting a single stallion within a couple of blocks of the safe house. Taking all the facts into consideration, it couldn’t hurt. If there were any stallions Coco could trust in Equestria, it would be the loyal royal guard.

The sun had long since set as Coco reached her destination. Pushing open the bunker door, she strolled into the structure and down the tunnel leading below the earth. Inside, were dozens of mares, all of whom had seemed to have arrived earlier, currently being processed as the final group arriving for the night.

One of the guards stationed by the door noticed the late comer, and kindly hustled an apologetic Coco towards the congregation. As he resumed his post he gazed out the window. Sensing the fashion pony was the last mare who would be arriving.

“Lock it up for the night men,” he said as he clicked the locks shut on all the doors as well as drawing the covers to the windows.

Meanwhile, Coco gazed to the room before her as she approached the group. The room was lined with tables, all of which had a royal guardsman posted next to. On the table sat many empty bags and boxes. Coco could only wonder to herself what they intended to do to them for security. Surely this entire process be something simpler?

However, some of her nervousness died down as she recognized some familiar faces among the mares in the room. Besides the scantily clad mares, there was the supermodel Fleur De Lis, reminding everyone of her beauty as she struck a pose in her elegant white dress that concealed her perfectly shaped hourglass figure. She wasn’t showing off on purpose however, if you knew her you would know her body naturally moved into such positions.

In another part of the group, stood a trio of obvious friends, Minuette, Lemon Hearts, and Twinkleshine. Apparently they were in Manehattan to either visit friends, or flee Canterlot and its dwindling female population. Coco didn’t know which one, but either way they were roped into this mess now thanks to the curfew.

The last of the friendly faces Coco could recognize was the cellist, Octavia. Coco occasionally wished she had made friends with this mare. From the way she walked to the manner in which she talked, one could tell this wasn’t any ordinary musician, but a well refined mare worthy of royalty. She had had the good fortune to be performing in a concert in Manehattan during the Ponyville invasion. Her roommate, Vinyl Scracth, did not seem to share such luck.

As she approached the smiling mares, her hopes of striking up a friendly conversation were dashed as the head guard pony began to address the group as one.

“Alright Ladies! You’re the last group of the day so I’m going to make this quick. Once you’ve all passed through security you’ll be escorted to your room where you’ll be staying for the night,” he boomed to the girls. “However, due to some recent revelations from the Canterlot investigation team, we have reason to suspect that a mare is in fact, the perpetrator of recent events. Whoever this lady may be, they could be using a significant magical object of dark power, as it is the only explanation large groups of mares have moved such great distances”

The crowd let fly a collective gasp, as the mares eyes shot to each other, as if the culprit could be in the very room. They all remembered reading about the Alicorn Amulet’s usage by a mare before, was it the cause of the disappearances?

“Naturally, we have had to beef up certain security measures in our shelters in response. A large gathering of females would be a perfect place for that scumbag to strike”

Everyone in the group relaxed, confident that they were in good hands with the royal guard. Their relaxation quickly vanished into thin air as the captain explained what came next.

“By order of the Princesses, all mares are required to surrender their clothing and possessions to the royal guard. They will be searched and magically scanned for dark magic residue, before being returned to the mares the following morning after a good night’s rest. No exceptions.”

The mares froze, just now fully taking in that royal guard ponies lined the room, waiting silently to begin. The looks carried on some of the faces obviously portrayed the mares weren’t happy with this change in plans that had just been dropped on them. However, a greater number of mares around the room just rubbed their arms, obviously more uncomfortable than upset with the thought of being naked in front of such attractive stallions. To add to that fact, they were torn with the thought of refusal, and therefore framing themselves as the instigator of the crimes.

After a few awkward moments of silence, Fleur Dis Lee stepped forward to the tables at the front of the group as she finally sighed in defeat. She reached behind her neck and untied the thin straps that held each side of her expensive looking gown up. They fell below her waist to reveal to perfectly shaped d-cup breasts that bounced free and unrestrained from the restrictive clothing. Pooling the rest of her dress at her waist, the prestigious supermodel wiggled it along with her panties down her wide hips, stepping out of them to reveal her completely exposed form, highlighted by a cleanly shaven nether region.

The stark-naked lady then neatly folded up her attire, before handing it off with a huff to a smiling guard pony who placed it inside one of the many containers. She then stepped past the checkpoint, crossing her arms across her chest in a vain attempt to retain her dignity.

As if spurred on by the sexy super model’s display of immodesty, the remaining mares reluctantly began to disrobe as well. Shirts, dresses, bras, panties, socks, and shoes all littered the room as nudity became the new norm. Every article that landed on the ground was soon picked up by the royal guard’s emerald green magic, stuffing them carelessly into various boxes, which were then securely locked and hauled away.

A guard approached a shrinking Coco Pommel, still fully dressed and hiding in the corner. Impatiently, the stallion pointed inside the box he was carrying. Coco knew she was beat as her shaking hands slowly began to remove her personal hand-stitched outfit. It feel to the floor, leaving the slender mare scant clad in nothing but her cream colored underwear. With another glace from the guard, they too were quickly pulled off and placed into his possession.

Coco now blushing a powerful crimson on what seemed like her entire body. She attempted to hide her privates from the leering eyes of the guards and mares around her with her hands.

The guard pony smiled and softly spoke. “You know… you’re actually pretty cute. You shouldn’t be ashamed of your body”

This only served to redden the blush Coco held in front of the attractive stallion. As he walked away, Coco could spot some other mares who had listened in, playfully giggling at her new high school crush.

Coco’s hands were now occupied with the task of covering her embarrassed face, as the newly exposed mares were gathered and escorted by the royal guard down the hallway to their quarters.

Finally, the group arrived in the large dimly lit room. To the naked mares relief, the room was actually well heated, the only problem being there was nothing to sleep on in the room. Most of the walls lay bare excluding a roaring fireplace in the center back of the room, which must’ve been the source of the heat.

“B-But where are all the beds?” a puzzled Coco asked to the guard, as they took their positions on the walls. “I hope we won’t be sleeping on the floor tonight,” she pouted. She had secretly dreamed they were going to be given the five star treatment for some reason.

“They’ll be here momentary ma’am, please go join the others”

Tip toeing back to the group of exposed mares who stood in the center of the room, she waited idly by for something to happen. Some appeared to have grown more accustomed to the fact their bodies were on fully display, and no longer made an effort to conceal them.

Coco’s ears perked up as she heard some of the girls chatting about the disappearances, seemingly concerned for the mares but having no new insightful information that could lead to a cause or a culprit.

A few minutes passed of idle chatting, yawning, and stretching, all while the royal guard stood around the room silently waiting, often stealing glances at certain parts of the females in the room. Finally, the door to living room opened to reveal not their newly arrived beds but…

“Princess Celestia!” The mares shouted in unison, some were puzzled at her appearance here of all the places. The sun goddess strolled into the room, clad an elegant white and gold silk robe.

Coco was one of the few who remembered to bow to their princess, only to be returned with a warm smile from their celestial leader, which caused Coco to melt slightly at the mere sight of. The other mares seemed to be busy flocking around the princess.

“Princess! Princess! Have you found the missing mares yet?”

“Princess! Do we know who is behind the attacks?”

“Did you ever have a thing for your sister?”

Celestia only smiled at their questions as she pushed back to calm the mares. She took approached the fire pit, standing before the roaring flames as the mares gathered around her.

“Now now my children,” she softly spoke, the room feel silent “All of your questions will be answered in due time, but that is not why I am here however”

“Why are you here Celestia?” a puzzled mare asked to their benevolent ruler. It was a rather good question to ask, Coco thought. She could have sworn she read in the papers that Celestia would be remaining in Canterlot for the week while she personally oversaw the investigations.

“I am here to spend the night with my loyal subjects,” Celestia relied calmly, giving a loving rub to the mare who had asked. The mares burst into a fit of gleeful giggles at the thought of the night turned into a royal slumber party.

“But why?” a still confused Coco asked to the princess.

“Well my child, we’ve all realized we are living in troubling times, the disappearances of my loyal subjects has affected us all, as a nation”

The room nodded in agreement.

“I realize it is not a simple request for a princess to demand a group of beautiful women like yourself to disrobe in front of my guard, and it is times like these, I would like to remind you all that not even I should be held above everypony else”

And with that, the ruler of Equestria’s robe enveloped in an emerald hue of magic, then instantly vanished, leaving the regal princess as bare as the mares before her.

The group let out a collective gasp as their eyes flew to the perfectly formed body before them, illuminated by the fire to her back. Her breasts were large yet firm, showing no signs of sagging despite her age. Her clit was cleanly shaven, not a hint of hair reminded to be spotted, despite every eye in the room thoroughly looking. Her long legs appeared to be muscular and yet as the same time, soft and seductive.

“If my subjects are required to expose themselves to the world, then so shall I,” the Sun Goddess declared. The other mares nodded absentmindedly in agreement, still busy taking in all of their leader’s hour glass figure, some yet to realize they were drooling out of an open mouth. Coco was one of them. Never willing to admit she had secretly dreamed of being taken by Celestia, although to be fair, she was sure most mares and stallions did too. Coco was extra thankful she was standing in the back row as to help conceal her soaked pussy lips. Judging from some of the girls in front of her however, she was not alone. Some hands in front of her appeared to be drifting below, struggling not to attend to the burning sensation between their legs.

“Now ladies, if you would all please take a seat. There are further matters I wish to discuss with you”

The mares obeyed, joining their princess on the ground as she spoke.

Celestia sighed as she began to approach a difficult subject matter. “I have lived for thousands of years, and experienced many stressful days during my life. One of the most important things I’ve come to realize is that it is imperative that I keep my mind stress free and relaxed. I say this, not as just your ruler, but a mare as well. We have a duty to the world to not allow recent events get to us, or else the villain behind it all has already won.”

“With that said…” Celestia spoke calmly, taking a deep breath. I would like to share with you my own personal method of stress management. I hope you will all follow along in suit.” Without another word, the queen placed her hands upon her legs spreading them to the side, displaying her own royal sex, dripping with her juices, to the crowd. After checking to ensure all eyes on the room were between her legs, her fingers dove in, quickly going to town, working her folds with experienced precision.

“Aaaaaahhh!” the princess released with a lusty moan, arching her back as she closed her eyes, lost in the pleasure in the moment. The princess smiled in her own mind. There wasn’t a chance the girls would resist. She could feel the sexual tension in the room, and knew the inevitable was coming.

The mares were speechless. Everything was just moving so fast! One moment they were stripping naked in front of a room full of attractive stallions, now their princess sat before them, just as exposed as they were, masturbating for all eyes to see like it was just another day!

Other girls in the room handled the shock quite well. Finally allowing their mischievous hands what they wanted all along, as their fingers dove into their dripping snatches. Their hands going to work as their nimble fingers thrust in and out, earning lust filled moans across the room.

Twinkleshine watched as her two friends beside her rubbed their clits vigorously. Giving into peer pressure, a hand flew up to her chest, pinching a sensitive nipple, while her own hands fondled the burning sensation between her legs. It wasn’t enough. She rolled her stomach so as to mash her breasts into the ground beneath her. Arching her ass in the air with her knees, her fingers found their way back to their spot, as they began to pump into her earnest cunt with fiery passion. Unknowingly giving a perfect view of her lusty act of self-love to the stallions behind her.

“G-good girls…” Celestia panted between her finger’s thrusts. “Let out all that pent up stress you’ve been carrying around. Don’t be ashamed to let your inhibitions fly!”

Coco to felt the immense sexual energy filling the room, but restrained herself to nothing more than an occasional flick to her slit, knowing that the stallion guard ponies were still positioned around the room, watching the mare’s show with clear enjoyment.

“You there,” Celestia spoke, looking at the shaking Coco.

“M-Me?!” Coco stammered, as the princess ceased her efforts on her own snatch. Rising from the floor to walk over to the slender girl.

“Is something the matter? The rest of my subjects are enjoying themselves, why aren’t you?”

“I-It… it’s just…” Coco softly spoke, eyeing the guards around the room.

“Heh,” her princess giggled, “Dear, let me share with you something I learned long ago,” Celestia gently spoke, placing a comforting hand on the timid earth pony’s cheek. “The female form isn’t something that mare should be ashamed of. It should be embraced in all its glory! Let my men appreciate what it means to truly be a mare”

With that, the sun goddess’s hands went down, slowly inserting an experienced finger into the soaked passage of the fashion pony, while the other hand pinched an exposed nipple, hard.

Coco let out a gasp of pure pleasure as she felt their god’s fingers work inside her tight passage, rubbing her most sensitive spots with ease. Doing so in just the right way, as if she knew her body better than she did herself! That jump started the girl. Dropping onto her back, both of Coco’s hands dove into her snatch, working her folds with animalistic lust, no longer caring about the guards who watched her every move.

“There’s a good girl…” Celestia cooed, patting the horny mare on the head before walking back to her spot in the front of the crowd. Celestia looked around, giving a devilish grin. Sure enough, every mare in the room was busy at work, showing no shame as their hands attended to the burning fire between their legs, moaning like animals in heat.

Celestia approached a flustered Octavia, who was currently biting her lips as she shuddered from each touch her hands worked onto her. The cellist hit a sensitive spot in her pink folds as she let loose a wild moan, proving to the mares around her she wasn’t as uptight as she seemed.

“Don’t forget to attend to these girls up here,” Celestia said, reaching over and grabbing a nipple on one of the swaying cellist’s tits. Giving the pink flesh a rough pinch before saying “You have magnificent breasts dear, it’s such a shame you don’t show their natural beauty off more often.”

Octavia said nothing, her mouth otherwise occupied with lusty moans from her princess’s naughty words. Sparing a hand from the valley between her legs, she grasped one of her swinging breasts. Bringing the voluminous tit to her flushed face, while she took an erect nipple into her mouth and began to suck in earnest.

The distinct scent of lust filled the room. The moaning increased each of them felt their impending orgasm approach. Doubling their efforts, the mares furiously massaged their clits, begging for release.

Coco’s face was morphed into a look of pure ecstasy. Her mouth flew open, her vision blurred into nothing more than stars. Her hands pressed into her moist folds until finally, she came harder than ever before. Wave upon wave of pleasure flooded the timid girl’s mind as her body squirmed on the ground.

Around her it appeared as though the floodgates had been broken. Each girl let out a scream from the bottom of their lungs as they released their pent up excitement they had kept bottled for the night. Their bodies shuddered as they arched their back under the intensity of their orgasms. The floor soon became flooded with the juices of the horny mares.

Celestia could only smile from ear to ear as she observed her subjects. Each girls lay on the ground as they rode the waves of their respective climaxes, panting to the ceiling, with an occasional twitch here and there.

After a while, Minuette and Twinkleshine rose from the floor, turning to Lemon Hearts between them. Each grabbed a tired hand, which both rested in her moist pussy, and brought it to their mouths for a thorough cleaning.

“Mmmm, you certainly do live up to your name Lemon Hearts,” Minette cooed as she cleaned the love juices from her friend’s fingers with her tongue.

“Now then…” Celestia grinned, drawing the attention back to her. “Doesn’t that feel better girls?” Some heads in the crowd could only nod, others gave a moan of agreement.

“Well since I don’t imagine any of you will be sleepy after that…” Celestia paused, only to be meet with the sound of mares still attempting to recover from their intense orgasm.

“Excellent!” Celestia beamed, clapping her hands together. “Then I guess nopony would mind if we shared some stories? Because I believe I was asked regarding my relationship with my sister”

All heads in the room shot up, ears perked at the prospect of grade-A gossip.

“It is true the two of us have engaged in certain amorous actives. In fact, we perform them quite regularly on a weekly basis. My sister enjoys the rough treatment. Spanking, biting, whipping… she takes them all with a smile”

The room feel silent once again. Was the princess really just admitting every juicy detail of her sex life? The feeling of a fire slowly started to return between many mare’s legs.

“Every other night we can usually be heard masturbating from our private quarters… if my sister has been extra good, I usually assist her. She has the cutest face when she cums,” Celestia giggled with a sultry look to the mares.

“But enough about me. I am dying to hear what you girls have been up to in your private lives. Shall we go around the group?”

One by one, each mare spoke up. Revealing their deepest and darkest held secrets to the entire room, including their leader. Hesitantly at first, but soon realizing there was no judgement from their fellow ponies. After that, the atmosphere changed into more of a competition, seeking which girl had the naughtiest sex life of them all.

“My boyfriend once talked me into a three way with another mare, I ended up dating her instead later. But we still invited him over from time to time to let him upload in us. She was great and all but I still needed a cock inside me”

“I once had sex with my colt friend, even though I knew the girl next door was secretly watching. I later found out she had taken pictures of the entire thing and showed them to all her mare friends, which only turned me on more!”

“I’ve always wanted to try anal sex,” spoke Fleur, “but Fancy Pants has no wish to even try such a thing, despite my continuous pleas for him to take my ass” she signed to herself. “Our sex life has never been great. Lately, I’ve even had thoughts of pursuing a career path in pornography, just so I could experience a real lover for once” She was meet with comforting pats by the surrounding mares who sympathized with her problems. Finding a proper lover in this world was difficult, not helped by the fact mares outnumbered stallions by a three to one ratio.

The mares continued to share their sex stories, Celestia seemingly never satisfied until every detail of the mare’s private life was out in the open. Photo Finish stated that she enjoyed taking her interns out into back alleys to ravish on a weekly basis, but Celestia didn’t settle for just that. By the time the silver tongued princess had finished with the mare, the entire room knew that Ms. Finish had a kink for publishing anonymous photos of herself in Play Pony magazine while in various states on undress from the shoulders down. Several mares blushed upon remembering they had gotten off to the issue she spoke of.

Octavia was foolish enough to believe the horny princess would be satisfied by simply saying she and her roommate had two beds in their house, to fool their parents of course, but only ever used one of them. Celestia took a wide interest in this particular mare, coaxing her into revealing her favorite positions, partners, and of course, sex toys, some of which Coco had never even heard of before. Apparently despite her relationship with Vinyl, the cellist had multiple friends-with-benefits arrangements with a few different members of her orchestra.

The eyes in the crowd all shifted towards Minuette, who did not disappoint. Whenever her mare friends held a slumber party with her, the blue pony would bring a vibrator between her legs as the other girls slept. Often waiting until they were completely asleep before sliding their PJs off, and groping their exposed forms.

“Lemon Hearts, Lyra, and I knew that for a looong time, Minuette,” Twinkleshine interjected, matter-of-factly. “We were doing it to you too. It turns out a mare can cum in her sleep”

“WHAT?!” A shocked Minuette could be heard shouting. Even some of the guard ponies who were intently listening to every word the mares spoke managed to laugh at that.

The mares giggled with each tale, some of which couldn’t resist sliding a hand back down between their thighs to attend their aching sex.

As the Lemon Drops finished her story involving walking into the wrong locker room on purpose, which ended with her pleasing the entire room of colts with her hands and mouth as a fake apology, Celestia chuckled. “I guess we are all just a bunch of slutty whores, aren’t we?”

The girls laughed as they turned to Coco, the last pony to have yet speak.

“Well dear? What do you have to share with us?” Celestia asked softly with a warm smile. “A tale of love and lust perhaps?”

“W-Well…. no,” the timid Coco responded meekly, averting her gaze from the crowd of mares on her.

“No…? You are not a virgin though, is that correct?”

“Yes… m-my boss took my virginity… we were both drunk after attending a party. But it was over in minutes, he took me over my own work station and thrust into me a few times before he came inside” Coco shamefully admitted. “I wasn’t even able to get off from the experience…”

“Oh my… I am so sorry dear,” Celestia slowly spoke, taken aback. The other mares decided on giving the dejected pony a comforting hug. “There few greater tragedies in this world than when a mare is left unsatisfied.”

Celestia paused for a moment, thinking to herself. “I can’t change the past, but perhaps I could do everything in my power to make it up to you,” Celestia said, beckoning one of her guard ponies over with a finger. As he took his place beside Celestia’s side, Coco let out a gasp, realizing it was the same friendly attractive stallion who had boxed her clothes earlier.

“This here is one of my best and strongest men,” Celestia said, before firmly grasping the stallion’s pants and pulling them to his feet with a single tug, revealing his throbbing shaft. The impressive member gave a twitch as all eyes in the room glued themselves to it.

“This little friend of his is guaranteed to bring you to climax several times over before he’s finished,” Celestia boasted, admiring the impressive member with her hands. “His job depends on it” The handsome guard let out a gulp. “And you are free to borrow him for the night to use in any way you wish. Please return him in the morning, assuming your mind is still intact that is…”

Coco’s body could only tremble as the gray royal guard slowly walked over to her, taking his position in front of the shaking mare. He lightly pressed a hand to her face, steadying the poor girl as he gave her a reassuring gaze. Coco nearly melted at that look! It conveyed every emotion of excitement he held, while also telling her to relax and enjoy herself. Coco nodded, steeling herself for the rough ride ahead of her with a smile.

“Well girls,” Celestia spoke as the crowd watched the two ponies flirt together in their own little moment. “It certainly would be unfair of me to only grant one of my loyal subjects the pleasure of a royal guard’s treatment. Would anypony else desire to take one of my men out for a test ride tonight?

Every single hand in the room shot up, an action so quick their breasts bounced as their bodies practically leap from the floor.

Celestia let loose another giggle. “That’s what I like to see,” she said as she gestured for the rest of the guards in the room to join them. “One tiny problem though ladies, it seems as though there aren’t enough of you girls to go around, so I’m afraid some of my men are going to have to share your bodies. I hope you can handle them, they certainly can get quite aggressive sometimes.”

One by one, the royal guard approached the naked women, stripping off their uniforms as they walked. Standing beside whatever mare they wanted to fuck, letting the mares gape at their throbbing appendages in all their glory.

The air was thick with lust-induced anticipation, as the mares slowly started to rise to their knees. Some choose to take the cocks in their mouth, ensuring they were properly lubricated for their incoming assault. Other stallions in the room elected for a different approach, sliding their shafts over the folds of the dripping mares. The mares let a whine escape their tongues at their partner’s loving tease, wanting nothing more than for the men to simply impale their cunts with their rock hard cocks.

“Oh… and perhaps there is one more thing I should tell you mares before we begin,” Celestia spoke from her spot.

Suddenly a blazing cover of green flame enveloped the princess. Emerging from the flames stood a women, her bare flesh no longer white, but pure black, giving a predatory smile to the mares before her.

“Chrysalis!” the mares shouted in unison. They weren’t given full time to react though, as each of the royal guards subsequently enveloped in a green flame. Emerging to reveal a pack of changeling drones, their members even longer, and their bulging muscles even better pronounced. It was a lot to take in – especially when one of those drones appeared in front of them, their cocks still positioned to piston into their soaking holes at any moment.

“That’s right girlsss~” Chrysalis cooed. “I’m afraid my men and I had a little fun tonight getting you into the mood. But I’m happy to say you all passed our little test with flying colors. I think you will make excellent additions to our program.”

Chrysalis chucked at herself at each of the mares shocked expressions. No matter how many times she did this, it never did get old. Continuing she spoke, “Make no mistake though, my men are fully willing to fucking your cute little brains out, but if any of you girls feel like stepping out now, we won’t hold it against you.”

All of the pony’s eyes glazed to the creatures that stood before them. Everything was still there. Their comforting look, their gentle hands caressing their flesh, soft kisses along their neck and down their stomach, and of course their throbbing organs between their legs. There wasn’t a hint of malice or hatred in their eyes as one might think, hearing about the invasion in Canterlot, but only soft loving expressions. The mares knew these creatures wouldn’t hurt them, in fact, quite the opposite.

One by one the ponies nodded, signally to their lovers they were ok with the change and wanted to begin.

“Good…” Chrysalis gave a devilish grin as not even the shy Coco Pommel showed any desire of stopping. “Enjoy yourself girls!”

And with that every changeling in the room let out a pleasurable hiss as their lubricated members easily slid into their prize’s soaking slits. Throwing her hair back, Coco let loose a deep moan of ecstasy. God, it had been far too long since she had a dick inside her.

The drone watched in awe as Coco’s tight pink lips hugged his prick, and trickled more of her juices down the shaft and her thighs. This mare was amazingly tight inside! Almost like a virgin. He could feel her walls clamp down, attempting to squeeze the life from his cock as he thrust another inch of his length into her silken depths.

Various gasps and moans could be heard throughout the room as a symphony of lewd smacks and occasional slap echoed across the room. Each mare working hard to impress their experienced lovers.

Fleur seemed overjoyed from the fact that she was finally being able to experience being taken from behind. The pure sensation was more than she could have imagined. A drone behind her shared the expression as he ravished the rich women’s anal virginity away.

“Ahh!! Mmmmmmm, it feels sooo g-good,” the shameless mare moaned as the drone behind her drove into her ass. “This is so much better than what Fancy Pants could ever give me!!”

Being unable to resist the unattended lower region of the horny mare, a changeling drew himself alongside the mare, sandwiching the supermodel between his fellow soldier, before shoving his pole into the depths of her quivering walls.

“AAAA! Too m-much!” the mare shouted, as her body begin to numb with pleasure. She felt every pulse of the two cocks lodged within her privates, sliding into pleasure points she didn’t even know she had.

Lemon Drops was also one of the lucky ones as a guard approached her mouth, wanting to see if her perverted tale was actually true. Presenting his thick meat to her face with a few slaps on her cheek, Lemon Drops wasted no time going to town on the cock, doing her best to work her throat muscles as she was railed from behind by another drone.

Coco looked down at her lover’s cock penetrated into her pussy lips at blinding speeds. True to Chrysalis’s words, she was on her third orgasm so far, and rapidly approaching her fourth.

The changeling above her let out a hiss of pleasure as he felt Coco’s velvety walls constrict around her member. He could tell from the moment she walked into the safe house, that this was the mare for him. She eagerly gave her body willingly to him, and he would not disappoint. He bit his lip as he convinced his cock to give this sexy mare the greatest lay she would experience in her life.

The drone changed his angle of his thrusting slightly, allowing himself to hit even deeper into the fashion pony’s cunt. Coco felt a sudden shock within herself, one that made her gasp and shudder. She threw her arms around the neck of the changeling above her and held on tight. The drone smiled as the girl quivered into his neck, her fingernails digging into his muscular back.

Coco let out a moan of ecstasy as she pleasured herself on the throbbing member that was impaling her. She felt her climax fast approaching, the drone above her seemingly knowing as well as he picked up the pace of his thrusts, showing no mercy to the horny girl. Her tits swung free, bouncing with every thrust from the frenzied soldier.

With a final grunt, the changeling hilted himself inside his target, emptying his load into her hungry snatch. Rope after rope was pumped into the tight cunt, the drone determined to fill it to the brim and beyond as he continued to thrust.

The feeling of another species’ cum filling her womb was too much for Coco to handle. Letting fly her loudest scream yet as she came harder than any moment she had experienced in her life. Her entire being quivered with overwhelming pleasure as orgasmic bliss threatened to tear her sanity apart. After minutes had passed, seemingly hours in Coco’s mind, her lovers thrust slowed to a halt, and she collapsed onto the floor.

Around the room, the other members of the orgy were quickly approaching their final straws as well. The moans around the room reached a lewd crescendo as cocks spurted searing hot spunk into the mares.

Fluer’s eyes shot open wide as she felt the twin rods in her willing holes erupt at the same moment. Searing changeling spunk filling every inch of her insides as her belly swelled slightly, struggling to contain it. She shuddered at the pleasurable feeling of her body being used for the sole purpose of pleasing the two members.

Octavita let out a gasp of surprise as she felt her own lover’s sticky essence fire off into her womb. She half expected them to pull out like her partner’s normally did. But she soon relaxed, enjoying the feeling of her deepest regions with covered with cum. Knowing the fact that it wasn’t one of her safe days only served to turn her on even more.

Minuette, Twinkleshine, and Lemon drops were all facing each other, being railed doggy style by a drone behind them. An unspoken competition had formed between the girls, seemingly whoever could milk the most baby batter from their new lover’s cocks into their fertile cunts. The three drones let out a grunt as their members came inside the girls, feeling their tight walls work to coax every drop of cum from their balls. Feeling their wombs filled to the brim drove each of the mares into their final orgasm of the night. Their arms each gave way as they fall to the floor, as nothing more than a moaning, writhing mess. The three changeling behind them still working to pump their entire supply of essence into the girls, determined to impregnate the trio.

At last, the action in the room slowly to a halt. The only sounds remaining were panting breaths with the occasional moan. Not a single pussy in the room remained empty, all except Chrysalis that is, who seemed content to simple watch her men break in their newest addition of mare breeders. This batch in particular was certainly looking promising.

Coco cooed as she cuddled up against her lover in a warm embrace. The drone’s cock was still lodged inside her lower lips, serving as a plug to keep the entire supply of changeling cum inside her unprotected womb. Breaking the moment briefly, the changeling levitated a collar in front of his mate.

Without a moment’s hesitation, Coco grabbed it and fastened it around her neck, the ends permanently fusing together as the last clothing she would ever wear. Smiling, she resumed her cuddle session with her partner, overjoyed with the greatest gift she could have been given.

“Well ladies, I’d certainly say you all had one hell of a night,” Chrysalis laughed to herself. Continuing, not expecting a response from the exhausted mares the queen said, “Now, if you’re willing, I can take you girls to your new home, and this can become an hourly thing for all of you.”

Chrysalis paused, letting her words soak in, “You shall be reunited with your missing friends, and I’m sure the rest of your remaining mare friends will be joining us shortly. All I ask in return is you simply give us your body and love to use as we see fit”

The mare’s ears in the room perked up, seemingly fascinated in this once in a lifetime opportunity.

“If you are interested, my men have a special little gift for you”

Changeling slave collars flew out as they were held by her magic in front of each panting mare. Some of the girls in the room wasted no time fixing the collars around their necks. Others were more hesitant, but soon gave into temptation as the collar went on, forever signifying their new place in Equestria.

Chrysalis gave her patented devilish grin, no longer surprised by the fact a single mare had yet to turn down their offer yet.

“How does it feel girls? To know you belong to a species that has perfected love in its entirety?” Some girls gave a shudder at the thought, excited for what came next.

Chrysalis’s horn glowed a powerful emerald green as she prepared her mass teleportation spell back to the hive. She ever so looked forward to breaking in the next group of mares. Ruining Celestia’s reputation over and over never managed to grow old.

With a flash, every occupant in the room vanished into thin air.

Hive Five

“Come on, Redheart!” complained Twilight with a stomp, “I need to get my report back to my master. Do you have any idea what will happen if she doesn’t get exactly what she wants?”

“I-I’m s-sorry,” the nurse could be heard saying between moans. Understandably, the nurse was a bit tied up at the moment, her slim body currently being held in the air by the lone changeling behind her. Her frame were repeatedly impaled by the rigid shaft between its legs, lifting and dropping her hips as if she weighed nothing more than a mere twig. “By m-my co-count,” the nurse let out a deep satisfied groan of delight as her lover hit her g-spot, “89% of all m-mares here have been s-successfully impregnated.”

“Excellent!” Twilight beamed, moving around to the side to get a better view of the action. Nurse Redheart was having a hard few days to say the least. Being one of the more attractive mares that had been stolen from Ponyville, her body was normally being used around the clock. To add to that fact, she was one of the few mares that had yet to hold a changeling spawn growing inside her, which only drove more drones of the hive to seek her out and creampie inside her tight cunt.

As if on cue, the nurse felt the cock lodged within her spasm. The changeling’s balls twitch as they emptied their load within her.

“Oh god!” She screamed as the feeling of the creature’s hot spunk filling her unprotected womb drove her into her own mind numbing climax. Her body withered and spasmed on its member, but was held firm by the changeling as his cock pumped more and more of the fertile seed into the mare’s dripping cunt.

Twilight watched with wide eyes and the nurse’s belly began to expand, struggling to contain everything her lover had to offer. Previously, when others had finished inside her, it spilled out, making a mess on the floor with a mixture of cum and her love juices. But now everything was being magically held in by the changeling’s magic, who sought to mark this gorgeous women as his.

The nurse collapsed onto the floor of the infirmary, completely spent and exhausted. The room itself was relatively empty, but was soon to be filled with countless changeling offspring. One of the many facts Twilight had learned during her stay was that the time it takes for a changeling to be born was a mere fraction of that time it took for ponies. Another point in their favor she figured.

The changeling pulled out of Redheart, admiring his work.

“Good boy,” Twilight cooed as she knelt down to the drone beside her. Kindly taking its cock into her mouth, she began to clean off the delicious juices that coated its length, savoring the enchanting flavors. Popping the wilting member out of her mouth, she added, “Keep that seal on her cunt for a while. We don’t want our friend to feel left out, being the only mare in the hive who isn’t pregnant.”

The changeling nodded, gently picking up the dazed nurse and hauling her off to God knows where. Probably to see if his friends wanted to try a hole.

Twilight stood up, stretching her aching body. The warm air of the hive felt good on her fully exposed body. For the life of her, she did not know why she had once bothered with the hassle that was known as clothing. Arching her back and thrusting her chest out, she teasingly mocked two passing-by changeling with another deep stretch. She giggled to herself playfully. Unlike the other mares in the hive, who were all fair game, Twilight proudly wore the Queen’s royal collar around her neck. This, of course, made her Chrysalis’s personal consort, and therefore off limits to anyone but her, less they wanted to risk feeling their leader’s wrath. However, that didn’t make her body exempt from the occasional pinch or grope. All of which she welcomed with open arms.

The pair she had chosen to taunt were no exception. One of the drones moved in front of her, feeling her tits in his hand which were so willingly presented to him. The other moved behind her, admiring her firm ass cheeks before dealing them a rough slap.

“Ahhhhhhhh,” Twilight purred happily, as the two men walked away with heightened spirits. She laughed as she thought back to the old days in Ponyville. A stallion had once tried to feel her up while her eyes were closed in concentration. He had awoke several days later in the hospital, oddly enough, not regretting his actions. But now, here in her new changeling home, a spanking was a common and welcomed greeting.

Twilight began to walk the tunnels of the hive, eager to get back her master’s personal quarters. Her owner, Chrysalis, had been in a relatively good mood since they arrived from Ponyville, and she didn’t wish to change that by simply being tardy.

The tunnels themselves reminded Twilight of the Diamond Dog’s den she and her friends explored one day to rescue Rarity, who had been kidnapped and raped. Of course they had quickly released her, claiming they couldn’t stand her constant whining, but Rarity herself always held they weren’t men enough to handle everything she had to offer.

But back to the tunnels, one of the most noticeable differences between the two locations were that these halls were wider, black, and lit with countless green and white crystals. The entire system connecting paths were so large she had yet to explore them all completely, but a feeling inside her told her everything she would find would pretty much be the same.

Littering every tunnel would normally be a hole leading into room of various sizes, all filled with the familiar sight of mares being fucked to no end by changelings. Each room was lined with soft pillows, blankets, mattresses, or whatever soft objects one could lay on, including mares themselves. All of which had been stolen during their multiple raids in Equestria.

Not like constant fucking was to be unexpected. Changeling drones seemingly had an undying libido. And when the rules of the hive forbade females from wearing any sort of clothing whatsoever, so naturally, you could imagine what was bound to happen.

There were no doors, no windows, no privacy, not like anyone seemed to mind, because above all, there was no shame. The once closely held secrets concerning each women’s sexual kinks and desires were now all on full display for the approval of their masters. The common sound of moans and wet slaps filled the tunnels practically day round. Room after room never failed to have at least one mare being taken by one or more drones in various positions. Doggy style, reverse cow girl, missionary, hardcore anal, rough deep throating… Twilight could only wonder if these creatures were into everything. At the very least they were all huge perverts, but that was to be expected from creatures that had perfected the art of sex.

As Twilight walked her path, a few of her fellow mares passed by. Some by themselves, others being led by their master who held a leash, firmly attached to the collar sealed around every mare’s neck. Spotting a familiar face, Twilight waved to Coco Pommel, who returned her greeting with a smile. The no longer shy pony was being walked down the hall by her owner who had claimed her in Manehattan. By the looks of things, her belly was already starting to swell with their offspring.

“Good for her,” Twilight thought to herself, as the couple passed by. Rubbing her own swollen stomach with pride, the soon-to-be-mother Twilight eagerly awaited the day when she could be impregnated again by her owner.

It had been two weeks since the invasion of Ponyville. Twilight had wasted no time after they teleported into the hive. Between each session of passionate sex with her master, the pony princess was running her brain dry, attempting to optimize the most efficient way for the changelings to capture additional mare slaves. She knew what the ponies would do, how they would react, and where exactly to lay her traps.

“Mare shelters… really?... They honestly fell for that? Well… whatever”

The way Twilight saw it, she was still their pony princess, and she had a duty to her people to make them happy, even if they had to cum around to the idea of being a changeling sex slave over time.

But despite her best efforts, somehow the secret had got out, and every pony in Equestria now knew that the changelings were responsible for the pony abductions. The current stallions held in custody under suspicion were released as the remaining population banded together in search of the changeling and their missing mares, not like they would ever find where they hid. From what Twilight had gathered, this location wasn’t even remotely covered by any existing maps.

Other stallions, now the majority of the remaining population, had taken to fiercely guarding their remaining females. More often than not, it tended to be protection against their own will. Forcing them to leave their routine lives to live under armed supervision. For ‘their own good’ they said. Not to mention the mare’s bodies were usually taken as payment in exchange for keeping them safe. It was not a pretty outcome as a result Twilight’s efforts, but it served to motivate her even more into getting those few remaining women into her clutches.

Twilight let out a sigh, her mind shifting back to Chrysalis as she walked. The queen had shown them all nothing but kindness once they were teleported into her home. True to her word, she asked for nothing more than to let her men use their bodies to their heart’s content. The mares of course, were more than willing to oblige.

Although Twilight herself was impregnated during her first encounter with her benevolent master, that didn’t deter the queen from claiming her body again and again each and every night. Even if Twilight’s mind blacked out from sheer exhaustion or pleasure, she awoke later to find that her orifices were filled to the brim with her master’s cum, who had never, for a moment, considered stopping her assault on her unconscious body. Every time she emptied her balls inside the pony princess, she grew stronger, which in turn, only served to increase her lust and sex drive.

Another few months of that treatment Twilight feared she might have started thinking that the Queen was too much for her to handle alone. All of that was fixed of course, when her spies made a surprise trip to The Crystal Empire, picking up her two favorite ponies there. One of which she was on her way to see now. The other being the only reason she had a moment to herself to roam the tunnels of her new home.

Life was almost perfect at the hive. The stress of the ponies everyday work lives vanished around them, replaced by around the clock pleasure. The changelings had every incentive to care for their property, and the mares felt the same in return.

But that didn’t mean there weren’t problems, far from it. Other changelings had heard of this particular hive’s success in breeding mares, and began to migrate over by the dozen. As the drone population grew, Twilight feared that soon, there wouldn’t be enough holes to go around, and stallions were guarding the remaining mares too closely for anymore large group kidnappings.

On top of that, while the women did enjoy being railed 24/7, one had to admit that changelings made for poor conversations. Some mares, particularly the married ones, longed for the companionship of their inferior stallion lovers.

Fortunately, there was a single solution to all of their problems! Twilight grinned as she walked into one of the few rooms not currently occupied by a mating couple. Its primary duty served as a holding cell.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Him,” Twilight said, pointing to her brother in the green holding pod. The changeling drones worked to remove Shining Armor from his prison. Twilight felt odd, knowing she outranked the drones in the army due to her status as the queen’s consort. Sometimes she felt she should be beneath them, but those were thoughts for another time as her brother was plopped onto the ground before her. Green ooze coated his captain’s armor.

“Huh… where am I?” A confused Shining Armor questioned, gathering his bearings. As his vision slowly returned to him, he focused on the figure before him.

“Twiley!” He shouted, ecstatic to see his sister again, who he had thought captured along with the rest of Ponyville’s women. He jumped to his feet, ready to give the lovely little book worm a warm hug, only to freeze in his tracks as he took in the rest of the room. His little sister stood there with a predatory grin, naked as the day she was born, and doing nothing to conceal her luscious curves from the group of naked changelings behind her.

“W-What’s going on Twilight? Where are your clothes? And where am I?”

“Hello brother,” Twilight smirked. “You currently have the honor of being the first stallion to set foot in the changeling hive. But don’t worry! That won’t be for long.”

Shining gulped at the tone of his sister, the air around him seemingly getting colder.

“Where’s my wife, is she ok?”

“Cadence? Oh don’t worry about her. At this very moment she is being attended to by my master. She seemed quite happy last time I saw her,” Twilight replied.

“Master?? W-what are you talking about Twily? What did they do to you?”

“What did they do to me? These wonderful creatures helped us see the light, brother” Twilight answered back, cupping the chin of one of the drones beside her. “They showed us life could be so much more than what we had, and we work to express our gratitude to them every single day. But I know where you’re coming from. We were being selfish hogging these men to ourselves. If friendship has taught me anything, we really should learn to share.”

Twilight had learned a great deal about the once mysterious changelings from her short stay at the hive. To simply say they fed of love would be a massive understatement. The truth of the matter was, every time a mare orgasmed around a changeling, the drones grew stronger. Not just in physical strength, but their vitality as well, enabling them to cum harder and longer, which only encouraged the mares to repeat the process in an endless cycle. Twilight theorized that even a single common drone would now probably be more than she could handle in a fight, and that was only from a few measly weeks of feeding. Twilight was practically bouncing with excitement, thinking of the power these creatures would soon possess.

As a prominent example of things to come, that very power which was now to be used on a new experimental spell, targeted at her beloved brother. By her order, the five changelings gathered in a group around the royal guard captain.

“W-What are they doing Twilight? Tell them get back!” Shining Armor shouted.

“Trust me big bro, you’ll like this one,” Twilight said with a wave of her hand, signaling for the drones to between casting their spell. A green mist slowly began to rise from the ground, enveloping all of Shining Armor’s body.

“Poison?? No….… if they wanted me dead, they would have already done that by now. Still, I shouldn’t breathe it in,” Shining thought to himself, holding his breath, drawing on his training in advanced interrogation resistance.

Whatever the mist was, holding his breath didn’t appear to do anything. The mist itself seemingly being absorbed straight into the skin of the stallion.

Shining twitched as he felt his body begin to shake and wiggle. “What the…” he thought to himself. He coughed as he released his held breath, taking a moment to feel his arm.

The muscular arm that had been toned through a series of rigorous work outs, now appeared… feminine? The once rough skin along with the hand that was feeling it, were now simply soft and smooth. The muscles on his legs were also clenching, reshaping to match something akin to a more petite form.

Shining tried to gasp in horror as he witnessed the change, but all that came out of his mouth was a girly moan. He was glad his men weren’t around to hear that. His hair grew as well, the once trim strands now growing, extending down, past his shoulders, stopping to rest against the small of his back on his new hour glass figure. Shining didn’t notice this however, his concentration completely focused on his chest. His once rock hard pecks, had now softened, before growing out… and out.

“What’s going on down there????” Shining Armor panicked inside his mind. He wasn’t left wondering for long however, as Shining Armor’s armor was enveloped by the green mist, disintegrating into the air around him to reveal a pair of modest breasts. Or, modest was what they used to be, as the continued to grow, expanding on his chest, finally halting around the size that would make Celestia herself envious.

“Note to self: Changelings like big boobs… and are huge perverts” Twilight silently thought to herself as she watched the final stages of her brother’s transformation with scientific excitement.

His visible stallion hood had vanished, the once pride and joy of Cadence, laying in its place were a pair of velvety lips. His… no her… new slit was already dripping, overcome with pleasure as it experienced its first exposure to the world.

Shining Armor panted as the mist around her dissipated, the spell complete. Quickly she moved her new soft hand to her body, feeling every inch of it. Sure enough, the once tone muscular body was long gone, now replaced with a sleek curvy figure. Curiosity got the better of her as a finger wondered up to her stiffed nipples, giving them a flick. Shining doubled over, her body going into convulsions as it experienced pleasure it had never once felt in its lifetime. It felt… gooood… great in fact! She wanted more.

Before Shining could let her new soft hands go to town on her fresh breasts, they would grabbed by Twilight.

“Now now, big sis,” Twilight joked in a playfully manner. “There will be plenty of time for that later”

Stepping back, she took in the changeling’s magical handiwork. Sure enough, every trace of her brother’s old muscular body was gone, replaced with some more akin to Twilight’s own figure, strikingly similar in fact…

The new body held the same luscious curves, pert nipples, toned ass cheeks, and slender form. Was this the drone’s way of expressing their inability to sleep with Twilight? But more importantly, were changeling’s developing the ability to morph a mare’s body into anything they wanted? This could be huge!

Drawing her attention back to her still shocked sister, she knelt down, placing a comforting hand on her cheek.

“I think the name, Gleaming Shield, suits you better now sis,” Twilight giggled. “I always wanted a sister anyway!”

Gleaming Shield, dealing with recent events quite well managed to speak with her new feminine voice, “What-what did you do to me Twilight?”

“Don’t worry big sis, the change will only be permanent if your body wants it to be,” Twilight replied with a smirk. Stepping back and turning to the drones that waited patiently on the sidelines. “I think we can start adding stallions to the menu boys!”

The drones cheered at the prospect of fresh meat. Licking their lips in anticipation.

“Now go easy on her,” Twilight said. “It seems like the change has left her new girly parts in an extremely sensitive state.”

The changelings nodded as they dove into their prize. Twilight walked out of the room smiling. She knew they wouldn’t listen.

~~~~~~~~~ ~~~ ~~~~~~~~~

Finally, Twilight was on her way back on track to her master’s private quarters, practically skipping along with glee. Changeling and mare eyes alike moved to take in her wildly bouncing breasts.

Twilight peaked into one of the rooms she passed, seeing the three cutie mark crusaders on their knees, being taught a valuable deep throating lesson by their respective masters. Twilight smiled as she saw the three eagerly perform their task with gusto. Scootaloo seemed the most talented at her job, as a visible bulge could be seen forming from her neck. The bottom of the bulge expanded as the tip of the cock in her mouth flared. The obviously delighted changeling rewarding the orange mare’s skill with a fresh deposit of cum, straight into her stomach.

Well most mares, pregnant or not, insisted on taking their lovers primary in the cunt first, routine blowjobs also held their own importance in the hive. Changelings were sustained on the women’s love and admiration alone, but their ponies still needed a source of food in order to function. Fortunately, after multiple rigorous research sessions, it had been discovered that Changeling Cum™ was a perfect source of substance for ponies. Whenever a mare felt the hungering sensation in her stomach or between her legs, all she needed to do was find the nearest drone and suck her dinner straight from the spigot. Not to mention the added bonus that the semen was rich in vitamins and minerals, which coupled with the constant exercise, easily kept every mare’s body in tip top shape.

Skipping down the hall Twilight passed more familiar faces from Ponyville. Each of their bellies were expanding, clearly visible on their nude bodies. Some even were covered with precious changeling cum from recent activates, which was troubling at times as they would often be attacked by the tongues of their fellow hungry mares, seeking to claim the delicious treat for themselves.

Finally arriving at the entrance to Chrysalis’s private chamber, Twilight greeted her five friends. The queen had been kind enough to place them just outside her quarters, so the sounds of each parties respective love making could be heard by both groups.

Fluttershy was currently on her knees, giving fellatio to a drone with her mouth while stroking off another who waited by her side. Rarity just laid there, obviously unconscious but with a smile on her face as a drone thrust into her sleeping pregnant body. Rainbow Dash and Applejack were holding a casual conversation with each other as two men took them from behind with casual sex. The girls continued their chat as their lovers filled their respective snatches to the brim with spunk. As they pulled out, the two ponies waggled their asses playfully, inviting the next pair to take their place.

“Ha! You think you’re sexy, Applejack?! Well out of all the mares here, I’m the one that’s come closest to fucking every changeling here!” gloated Rainbow Dash.

“Sorry sugar cube,” Applejack returned, “But Pinkie here already claimed that record on the first day…”

Pinkie Pie just lay on the ground, arching her back and holding a breast up with a hand while the other furiously flicked across her soaking folds. Changeling circled around her as they admired the party pony’s act of depravity, stroking off their cocks. Each of the men came with a grunt, showering the pink pony with ropes of cum. Most of which seemed focused on her breasts, and gapping mouth.

“Aaaaaaaaaaaaa!!!” This is better than a million zillion parties!” The pink pony cried.

Although Twilight would have loved to join in the fun, there was another order of business she had to attend to first. Stepping into her master’s bedroom, Twilight spotted a certain Queen on the bed. Her enormous balls coupled with an equally thick cock were still currently occupied, as it pistoned inside her childhood foal sitter, Cadence.

The pink folds of the Crystal Princess were long since full of cum, some dripping down her thighs as Chrysalis’s cock hammered home unrelenting, causing even more seed to splatter onto the soaked bedsheets below. Chrysalis cock twitched as it felt another orgasm approaching. Instead of dumping her seed into the already jam packed womb, she pulled out, flipping the moaning Princesses onto her back.

“Oh goddess! Yes!” Twilight could hear the pony scream as Changeling queen came hard all over her face and tits. Lifting her pink breasts and extending her tongue in an effort to provide her lover with some attractive targets.

Chrysalis groaned as she rapidly stroked her twitching member, attempting to coax out every drop of cum her aching balls had to offer onto the sex pony’s body. After a minute, her climax died down, the sticky streams of spunk followed in term.

Cadence gigged playfully as she amused herself with the layers of jizz coating her body. “This is probably an entire month’s supply compared to Shining Armor,” she joked, drawing her cum soaked fingers to her mouth, licking them clean with her lips.

“Oooo, my big bad kidnapper still isn’t satisfied?” Cadenced cooed, looking at her lover’s member which had not wilted a single inch. “I’ll have to fix that… no matter how long it takes”

“Mmmm, I think you have more than earned the right to this, whore,” Chrysalis laughed, levitating a royal consort collar over to the Princess, the ends permanently fusing around her neck.

The smiling Cadence said nothing, but rather pushed her new master down onto the covers, preparing her own unique way of giving thanks. Chrysalis’s rock hard cock stood pointed to the ceiling, as the princess positioned herself above it, facing her owner.

Twilight watched with perverse fascination as the panting princess impaled her pussy on the rigid pole. Skillfully rolling her hips with each thrust, determined to prove to her master that she wasn’t just another amateur lover they had kidnapped.

“Heh, I would expect no less from the Princess of Love,” Chrysalis cackled for below, watching as the mare drove herself mad with lust as she bounced on her dick, her breasts flailing wildly on her chest. “You really do deserve more than that stallion’s pathetic excuse for a cock,” she said as she returned each of her lover’s motions, delighted at how easily the mare was broken. The princess was surely impregnated by now, but another fresh load couldn’t hurt.

“Ahem,” Twilight coughed, drawing the attention in the room to her. She gave a quick bow, making sure her master could gaze at her drooping breasts.

“Ah Twilight, I’m glad you were here to witness the collaring of our newest mare. I think she will make an excellent addition to our little family, don’t you?”

“Yes master. I can personally attest she is quite the capable lover,” Twilight replied diligently, “I've spied on several of her late night copulations with my brother”

Chrysalis just laughed at her pet’s perversion. Cadence could only manage a giggle, otherwise occupied bouncing on the throbbing pole beneath her.

“What do you have to report, pet?” The queen asked, turning her attention back to the mare riding her member.

“The experimental spell was a complete success. My brother is now my sister, along with every detail and feature you will see on any other mare.”

Chrysalis gave one of her patented evil laughs, “You hear that slut? Your husband has taken her new rightfully place on her knees. She’s much more suited taking a cock pounding than giving one.”

The half-conscious Cadence could barely respond, her tongue lolling out of her mouth from the immense feeling she was receiving on her master’s shaft. That part of her mind that registered the words caused her body to tremble with lust, giddy at the thought of her husband being able to share in the same pleasure she was receiving now.

Everything was turning out better than the Changeling queen could have dreamed. Soon her men would have the power to transform all the remaining ponies in Equestria into mares, doubling the amount of slaves she had previously hoped to receive. “You’ll have to organize a rotating schedule for my men to transform the mares back into stallions for a night. Simply for the purpose of breeding a vacant womb with a pony offspring,” she ordered.

“Already on it,” the nerdy princess replied, shivering at the thought of endless generations of female pony sex slaves.

“Now then Twilight… what about the other order of business I requested?” Chrysalis asked.

“I’m sure I still have at least a few minutes for that…”

~~~~~~~~~ ~~~ ~~~~~~~~~

Chrysalis’s spies had gathered that a large group of males led by the vile, notorious, and disgraced guard, Flash Sentry, had plans to team up with a rebellious segment of the royal guard. Their plan: to break into the two princesses’ bedroom as they slept, and take their bodies repeatedly in the name of ‘repopulating’ Equestria. But everyone knew they were just getting blue balls from the changeling’s repeated cock blocks. Nevertheless, nothing could stop them now as dozens of stallions congregated outside Celestia and Luna’s bedroom door. Where the two princesses slept soundly in a single bed, exhausted from the stress of current events and their usual nightly naughty activates.

All of a sudden, the door to their room burst open. An angry mob of horny stallions streamed in, carrying burning pitchforks and sharpened torches…. yes you read that right. Before the two princesses could wake up and react, the mob encircled the bed, ripping the silk covers off the startled women.

The men’s eyes were meet with the delightful sight of both their ruler’s bodies, clad in transparent lingerie that left little to one’s imagination. Some of the men already stood nude, slowly stroking their shafts as their minds wandered to all the different ways they would defile the two princess’s bodies like that had always dreamed.

Suddenly, there was a loud bang and green flash as the men in the room shielded their eyes. Lowering their arms as they recovered, their gaze was meet with the spectacle of a butt-naked pregnant purple princess kneeling between the still shocked Celestia and Luna. The mare grabbed a respective arm on both of the women.

‘Yoink’ was all that could be heard as Twilight’s horn glowed a powerful purple hue. In an instant, all three of the mares vanished from sight, leaving nothing more in the room than a few dozen angry stallions.

As the men’s minds caught up with recent events, it dawned on them that they would, in fact, not be receiving the royal cum dump treatment tonight.

Slowly, the group of horny stallions turned towards Flash Sentry, who could only be heard giving a quick ‘meep’ as he was backed into the corner.

~~~~~~~~~ ~~~ ~~~~~~~~~

The three pony princesses materialized into the dimly light chambers of the changeling queen with a flash.

Celestia’s brain scrambled to take in everything that had happened. She knew Twilight had just saved her and her sister, but where in Equestria had they been teleported to?

Luna, let out a gasp as her eyes migrated over to the bed, where Chrysalis could be seen gently laying a passed out Princess Cadence down onto the floor. Her expanded stomach and river of white flowing out between her legs told everything the sisters needed to know of what had happened here.

“You-you monster!” Celestia shouted to Chrysalis. “You’re the one behind these kidnappings!”

“As quick as always, Tia” Chrysalis mocked, rising from the bed to face her two newest captives.

Luna flashed her teeth with a growl, “It would be most wise of you to let all of the ponies go, or so help me…”

“What?” Chrysalis recoiled in mock offense. “I don’t know what you’ve been lead to believe, princess, but all the mares here have always had the choice of leaving whenever they so choose. We aren’t monsters here.” Rubbing her chin, she sarcastically added, “Odd how none of them have taken us up on that offer though. Maybe because my men have done such a fine job bringing their baser instincts to light”

Celestia’s eyes erupted with fire as her horn brightened, gathering her strength for a devastating attack. With a bright flash almost similar to a sun’s ray, a beam of light shot forth from her horn. It collided with the changeling queen, only to pathetically bounce off her body harmlessly. If Chrysalis hadn’t been watching, she wouldn’t even have noticed anything had just happened.

“Ow,” Chrysalis said plainly.

“You fiend!” Celestia shouted. “How much power have you stolen from my subjects?”

“Not stolen, my dear… we produce our own power from our pony’s love,” Chrysalis corrected, giving the unconscious butt of Cadence a grope. “And there is soooo much more love to feast upon when it’s given willingly.”

“You lie! The women of this land would never stoop to such a level as to willingly sleep with such vile creatures!”

“Is that so Princess?” You’re certainly one to talk, residing in the same bed with your sister each night, wearing an outfit like that” Chrysalis said, gesturing to the two sister’s transparent lingerie. “We all know what goes on beneath those covers every night. In fact, I let the cat out of the bag on that one to get those whores in Manehattan in the mood…”

The two princesses gasped, realizing their bodies were still clad in the indecent garments in front of their greatest enemy. As their faces flushed, they quickly moved their hands to cover their exposed forms through the see-through fabric. But to their dismay, their hands were kept at their side, enveloped by purple magic.

“Please princesses,” Twilight started. “Don’t cover your bodies. It’s considered rude here.”

“Rude?! Do not tell us thou has fallen under her control as well!” Luna asked, feeling the situation worsen as she watched Twilight’s equally naked friends and changelings gather at the entrance of the chambers. All of which had elected to momentarily cease their various perverted activities so that they could witness the sure-to-be historic event that was about to commence.

“You really should become slaves like the rest of us princesses” Twilight squeed while grabbing the two in a reassuring hug. “I promise they’ll show your bodies pleasure that you’ve never even dreamed of, even in your immortal lives. Plus, I don’t think you have much to look forward to back in Canterlot, with an angry mob of stallions looking to rape both of your brains out. At least here, we will be much more gentle.”

Those words struck a logical cord in Luna, as she considered the reasoning behind her fellow princess. Celestia, on the other hand, was much too stubborn to have any of it.

“Tell you what, Tia,” Chrysalis mocked. “I will take your sister’s body for the night while my faithful servant Twilight, takes yours. If either of you find yourself unhappy the following morning, you will be free to leave with all the mares in tow, no strings, or in this case collars, attached.”

“Forget it! My sister would never, for a moment, consider letting you defile her body! We’re leaving! Come on Luna!………… Luna?”

Luna knelt in here place silently, watching in awe as the queen before her used her magic, bringing her length to full mast. The moon goddess’s tongue could be seen, involuntary licking her lips. Somehow the lengthy organ had gone mostly unnoticed by the lunar princess until now. It only served to sweeten the deal, finally swaying the blue mare into action.

“Ah, it’s nice to see at least one of you isn’t as afraid to reveal their true desires behind such outdated customs of modesty,” Chrysalis could be heard saying, swaying her hips in front of the kneeling Princess, who crawled forward on her knees. Her head, following every movement of the cock.

“Come, Luna. Your body belongs to me tonight,” the lusty queen said as she seduced the lunar pony with a sultry glance. She extended a gentle hand, which the pony obediently took, rising from her spot to be lead towards the empty bed.

“Twilight,” Chrysalis said, “I trust you will fulfill that fantasy you’ve held since you were a filly to the best of your ability.” With that, her horn glowed as it prepared a familiar spell. Shooting between the purple princess’s legs and landing on the cleanly shaven slit. A bewildered Celestia watched as a throbbing purple length grew from nothingness on her student’s nether lips, twitching and aching for action.

In a last ditch effort Celestia cried, “Sister! Please don’t do this!”

“My apologies Tia,” Luna replied, not breaking her gaze from the queen. “But even as skilled as your tongue and fingers are, my body still yearns for a cock inside it,” She said, taking her place as she laid on the bed.

Celestia’s attention was ripped back to her student as she felt a warm cock brush up against her cheek.

Twilight knew how stubborn her teacher could get, but it was nothing that a little word play couldn’t fix.

“Think about it Celestia,” Twilight cooed, running her new length in front of her teacher’s face. “Would you rather be impregnated by Chrysalis, or your most faithful student? After all, she will end up taking you after she is finished with your sister you know. And don’t lie to yourself thinking you want anything else than a good hard fucking after all these years. Your body already tells us everything we need to know,” she said, as she could practically smell the arousal drifting from the soaked lower lips of the solar princess.

Celestia shot a final passing glance to her sister, who was already laying beneath the queen. Her transparent nightgown, now nothing more than ash on the ground. Her hands wrapped around her lover’s neck as the changeling ruler poised her throbbing member at the entrance of her dripping cunt.

Sighing in defeat, Celestia turned onto her stomach, rising onto her hands and knees as she presented her quivering snatch to her fucker without a word. That wouldn’t do. Knowing her, she would walk away from the experience saying she was forced into the matter.

“Ahem…” Twilight coughed, taking her place behind her teacher’s rump while simultaneously ripping the lingerie from her curvy body with her magic.

“Please have sex with me,” Celestia quipped.

“I’m sorry, I didn’t quite catch that,”

“Please fuck my pussy with your cock...”

“One, more time,” Twilight said, rubbing tip of her shaft against the soaked folds, edging her on.

“Fuck my whorish cunt you fucking slut!” Celestia yelled.

Twilight’s grin grew broader as she plunged in, showing no mercy to her mentor as she hilted her length to the base.

“Aaaaaahhhh!!” Celestia purred, releasing a series of lust-filled moans. The spectators at the door cheered and hollered as Twilight began a steady rhythm.

Meanwhile, Chrysalis was otherwise occupied as she pumped her oversized endowment into a panting Luna. Her walls stretching to accommodate the girthy meat stick.

“Mmmm so tight…” Chrysalis cooed as she continued to thrust. “It’s surprising such a slutty pair of sisters didn’t decide to make this mandatory for all mares like you should have. Maybe you weren’t fit to be rulers.”

Luna didn’t need to respond to her relentless fucker’s words. From the way her walls clenched against the member driving within her, Chrysalis knew she was enamored with the prospect. The poor mare moaned weakly as the cock pounded away inside her. She felt the enormous member stretching her passage that had not felt a cock for years to its limits. But rather than pain, Luna felt the length conform itself inside her perfectly into a snug fit, still somehow managing to hit every spot her walls had to offer. Luna screamed in pleasure as she felt the bumps and ridges slid into her clit as Chrysalis hammered away.

In the meantime, Celestia was having the time of her life as her student’s immense length pistoned in and out of her pussy over and over. Her body was driven downwards with each thrust, her arms rapidly losing the strength to hold herself, but kept her ass raised high in the air even as her luscious breasts pressed into the floor.

“Mmmmm, you best up your game Celestia. I don’t know how long your sister’s tight cunt can hold my master…” Twilight cooed, as she focused on driving her mentor mad with lust.

Celestia, who was seeing stars at the moment, naturally had troubles with a retort. Nevertheless, her body rose to the occasion.

Twilight grunted in ecstasy as she felt the walls around her length suddenly clamp down, attempting to drain the cum straight into her eager womb.

“Ooooo, goooood girl!” Twilight purred, giving the princess an encouraging rub. Celestia could only pant, just now realizing how much of a turn on it was for her to be treated as a pet.

Luna let loose a submissive giggle as the busty queen penetrated her naughty snatch. Chrysalis realizing that the pony’s swaying tits had gone unattended, quickly found her nipples giving them their much wanted attention.

Leaning into Luna’s ear, the pony could hear Chrysalis whisper: “I’m going to cum inside you now, slut,” in a voice so low, only the two of them could hear it. “After I’m sure you are carrying my offspring in your belly, I will throw you to my men who will not be satisfied until all their cum is pumped into your various holes. Only then will you truly belong to me, and me alone as nothing more than a pet. You will join your sister to serve me every hour of everyday for the rest of our immortal lives.”

Luna shivered, the weak voice in her head, shriveled up and died. All reservations and regrets were gone. There was no doubt in the lunar goddess’s mind that this was where she belonged.

As if sensing the pony princess’s acceptance of her new role in life, Chrysalis left forth a triumphed groan, burying her entire length inside the royal folds as she came.

Luna couldn’t help but scream. Feeling her new master’s cum spraying sticky white seed up into her unprotected womb. The warmth she felt as the searing spunk coated every inch of her walls, spread to her entire body. It was an amazing sensation! A small budge appeared on her lower abdomen, foreshadowing what was to come.

Chrysalis could hardly move. Her entire body felt as it was melting as her fertile seed continued to pump into the already packed uterus. After what had seemed like hours did her throbbing member slowed to a halt. The last of her nectar deposited into its proper place.

With an audible ‘pop’, Chrysalis pulled her member out from the deepest regions within the lunar princess. The parting gift she had left behind quickly attempted to follow, only to be magically blocked, forcing keeping the precious baby batter to reside in its new home.

Statisfied with another mare well done, Chrysalis levitated a royal slave collar over the panting princess. Seeing that she was on the verge of blacking out, the queen took the initiative, sealing the ends around the willing neck of the princess, forever signifying her new status. God damn did it feel good to be Queen, she could really get used to this.

Twilight was likewise having the time of her life as she watched a fainting Luna take her place on the ground next to a peacefully sleeping Cadence. Celestia sensing her sister had fallen, hurried to edge the cum straight out of her student’s member.

“I can’t… hold on… any longer!” Twilight shouted, as she arched her back with a final thrust. She let out a cry as she pulled Celestia’s hips to her own, as she began to shoot inside. Her shaft giving a dozen twitches as it emptied searing hot cum inside her benevolent ruler’s womb.

Celestia felt pleasure she had not experienced in hundreds of years. Her face buried into the ground as her arms collapsed, her eyes rolled back into her skull as she screamed at the top of her lungs. Never before had one of her lovers had the audacity to finish inside her, but now the raw feeling of bearing her lover’s seed told her what she had been missing out on for all these years.

The once proud regal ruler, was now nothing more than a panting moaning mess on the bedroom of her enemy. It was quite a sight to behold for her subjects that had witnessed the entire show.

Regaining some semblance of her mind, Celestia panted, “It… It is done… my womb is-s safe from her…” Suddenly an emerald glow enveloped the exhausted solar princess.

“We’ll see about that….” a voice from the bed playfully growled, as the Celestia’s body was dragged, kicking and screaming towards her soon-to-be owner.

~~~~~~~~~ ~~~ ~~~~~~~~~

The hive was abuzz with action as Chrysalis’s magic projected Celestia’s voice throughout the network of tunnels. Each and every changeling and mare’s ears were met with the sound of the God. Her screams of horror slowly dying down, to shortly be replaced with screams of pleasure, coupled with language that caused even some of the dirtiest mares to blush. The thought of their ruler holding such a naughty vocabulary turned their cheeks red, even after everything they had done with their new masters.

The changeling’s on the other hand cheered in delight as the final princess was converted onto their side. Equestria was there’s for the taking!

The End?

“Why have you dragged me out here Twilight?” an impatient Chrysalis asked as they walked through the tunnels of the hive. “I have important duties to attend to,” she said, giving a yank to leashes that held the other three princesses in tow. Celestia, Luna, and Cadence all followed obediently, drawing eyes from all around as mares sought to get their first glimpse at the exposed bodies of their princesses.

Her men had been busy to say the least. Using their new found powers, they cast the spell, dubbed ‘63R’, for whatever reason, in the form of massive clouds that blanketed the remaining strongholds of ponies. The drones who had then ventured into the areas were meet with the delightful sight of previously stallions, now turned mares, most of which who had shred their clothing and armor to allow their hands full access to their sensitive new mare parts. The furiously masturbating mares could not be more happy to greeted with a cock from a changeling then, even if it did mean being on the receiving end of a collar afterword’s.

“As I told you master… it is a gift. One I spent many hours salving from my old home in the crystal castle because I know you will like it. Think of it as our thanks for everything you have done for the ponies of Equestria,” Twilight spoke.

The still not convinced Queen stepped into their destination, a large room with… some sort of a mirror in the center. It appeared to be hooked up to all sorts of gizmos and gadgets beside it.

“What is this, slave? What have you brought to me?”

“It’s a portal your highness, to another world… I believe the people there are called ‘hue-mans’ or something,” Twilight said with a proud grin, before adding a particular emphasize on, “It is full of even more subjects who will be eager to accept the services your changelings have to offer.”

Chrysalis licked her lips in anticipation to her pet’s last line.

“Plug it in men! I want to see what this new world has to offe….

Author's Note

Yeeeeaahhh, no. Author of the story here and I am bringing an end to story, before this ridiculous plot line gets even more out of hand.

Under New Management

Author's Note

Is that how I use this thing? Alright go. Go already! *Ahem*… Greetings future subjects of mine. This is Queen Chrysalis writing to you. You’ll be happy to know I’ve disposed of that last imbecile of an author who had the balls to stop writing simply because the subject matter, and I quote: “seems silly”. Rather offensive if you ask me.

But you can rejoice knowing I will personally handle transcription of all future events concerning our little take over. Just don’t all go expecting perfect spelling and grammar now. You’re looking at a world inhabited by flying ponies and sparkling magic. It’s a miracle we even speak English.

Under New Management

Ah, that’s much better. Talking in that box is rather annoying. Now then, to business. Hmmmm… Oh yes! The mirror portal.

As much as I would have loved to pull another Ponyville in this fresh new unclaimed world I was presented with, Twilight, my most faithful sex pet, informed me of some rather annoying complications. Apparently one cannot travel through it without transforming into a ‘hugh man’ themselves. That alone may have complicated this manner beyond a point of likely success. Not to mention this change would also result in us losing our newfound strength and magic, which is frustrating to say the least. What would be the point to all the power in Equestria if we have to lose it before we use it?

Fortunately, the lovable bookworm had already theorized a solution. As of this moment she is currently running some tests on the white rodent the yellow one refers to as ‘Angel Bunny’. Apparently, for whatever reason, this pet of theirs exists in the same state in both universes, rather than changing species and form. With a little research and magic Twilight is hoping she can apply the same condition to me and anyone else who travels through the portal. Heh. You know, I’ve really grown fond of my little purple Alicorn. She is so eager to please in all aspects of her work. And yes… you know exactly what I mean.

But enough about that. If you were wondering about our new gender changing spell you’ll be pleased to know my men are slowly spreading it over Equestria. The first city hit was the Crystal Empire, with a rousing success. Once the cloud fully dissipated my men entered the crystal city to find the streets littered with mares, or ex-stallions as I like to call them, eager to accept their positions as my newest subjects, after a little introduction to their new bodies of course. Which is rather good, those transparent glowing crystal sluts were in such high demand here in the hive, it’ll be good to give the already present mares a bit of a break.

However, casting such a powerful spell at such a magnitude is taxing on my men, even with our new found power. As of now the Crystal Empire remains the only major city claimed. The rest Equestria will have to wait their turn. Which is not good, at all.

The situation elsewhere has deteriorated quickly. Now that all forms of leadership are missing from the pony society, anarchy and mayhem rule the streets. Stallions are throwing themselves onto any still unclaimed mares they can find, usually tying them down and forcible raping them if they don’t cooperate with their pent up desires. Ugggg, animals…

Can you believe it? Ponies used to mock us as being the uncivilized ones. One small little change in the status quo and their true intentions come to light. Pssssh, what a bunch of hypocrites.

Well, those men will pay for their crimes tenfold what they inflict to their fellow ponies once they are in my custody. They are attacking my future subjects after all. I just hope any other mares out there can hold out long enough until my changelings are able to find them and bring them to safety.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Here, eat,” A green mare smiled and said as she offered a loaf of bread and glass of water to the mare in front of her.

“Oh… um, no thanks. You girls need it more than me,” Raven said. She wasn’t all the hungry to be honest.

“Well… suit yourself. But don’t put off eating too long. All the other girls are eating their dinner.” The mare said back to the secretary. “And our food supply isn’t going to last forever while we wait for whatever is going on outside to pass.” With that, the green mare turned and walked away, rubbing the soft loaf of bread on her shirt slightly before taking a large bite into it.

Raven gave a depressive sigh as she looked around. She, along with about two dozen other mares were trapped in here. Earth ponies, unicorns, and pegasus alike. Some were Canterlot castle servants like her, a few were assorted gentlemares of Equestria, but all of them were the lucky ones. They were the ones fortunate enough to realize what was going on before it was too late. Collectively, they had managed to gather up a few additional females from the castle grounds before locking themselves all down in the castle’s wine cellar.

Not that their plan was flawless though. Sure they all swore to stay out of the wine that cost more than their annual salary, but the stallions who were looking to rape them knew they were in there, and had so for quite some time now. They would often come by, banging on the door, shouting some rather rude and sexual threats of what they would do to the mares and their various orifices once they were inside if they didn’t open up. Despite their many threats though, the girls kept the door securely locked and magically sealed, only opening it for any fleeing females that happened on by, who were more than happy to join them rather than sneaking to avoid roaming patrols of men. Oddly enough though, the stallions hadn’t made any visit to the wine cellar’s entrance in quite some time…

“Well… at least it isn’t cold down here…” Raven thought happily hugging herself in her tattered outfit, a buttoned up white collared shirt with a black skirt, while she gazed into the large fire pit that sat in the center of the room. The flames danced along the logs, bringing warmth to the room as the assortment of ponies ate their meals around it. Some idly chatting to themselves in groups, attempting to remain casual despite the looming threat they all knew waited for them outside. Things were peaceful for now, a little too peaceful…

All of a sudden without warning, a yellow earth pony collapsed onto the floor with a thud. A collective gasp filled the room, soon followed by silence save for the occasional cackling of the fire. The mare remained motionless.

“Ummm, are you ok?” a bystanding pony asked, lightly shaking the shoulder of the still mare. No answer. Another pony came by, flipping the collapsed mare face up. Upon inspection, she was still calmly breathing.

“Uhhh, I guess she’s asleep?” Another mare asked, starting to worry now. Feeling something fishy was afoot, a nearby castle servant picked up the bread and water the mare had been hungrily snacking on just moments earlier.

She inhaled, taking a good long smell of the consumables. Her eyes shot up as her jaw dropped. “Our food has been drugged!!” She exclaimed in horror.

The color drained from the faces of every mare present as they all looked to the same items they held in their hands. Instinctively they screamed, throwing the food and water to the ground. But it was too late. They all consumed their fair share of the drug.

Raven watched in panic as one by one mare after mare dropped to the floor in the same manner. As each one fell, the remaining eyes in the room would shoot to each other, before feeling a sudden overwhelming feeling of drowsiness. The sense of dread filled the room as each mare knew they too would share the same fate, and could do nothing to stop it.

As the secretary of Celestia, Raven was no idiot. She knew something was going on, but was safe, having not consumed any of the tainted goods. Thinking quickly to herself, Raven too dropped to the floor in a spur of the moment. Shutting her eyes as she pretended to be knocked out like all the others.

Raven listened intently. Another dozen thuds could be heard as the panicking mare’s screams soon died down into a peaceful slumber on the cellar’s stone floor. Then, there was silence again as the room stood still. The cellar was deathly quiet.

It wasn’t long after the last mare fell, that Raven could hear a voice speak, a female voice.

“Heh… you know, that was almost too easy. It’s a mystery how you girls haven’t been taken by my employers yet, falling for tricks like that.”

Cracking an eye open, Raven looked towards the source of the words. Her eyes easily found their target, the last standing mare in the room. A light pink mare.

“Her?? She was the latest pony we let into our hiding spot!” Raven thought angrily as she watched. “What did she say her name was? Suri something… Suri Polomare?”

Suri was standing at the back of the room, casually leaning against the wall, and giving a devilish grin as she took in the sight of two dozen unconscious sleeping mares before her on the stone floor. Her smile only grew wider as she approached the nearest gray unicorn women who lay near the fire. Turning the pony’s body face up, Suri licked her lips as she began to work.

Grabbing the hem of the sleeping mare’s top, Suri pulled the fabric upwards. The motionless body offered no resistance as the top came free over her arms, only to be tossed onto the floor nearby. Reaching to the clasp of the mare’s bra, it too was easily unhooked and pulled off her limp arms, the unicorn’s fleshy orbs bouncing free and settling on her chest as they were exposed to the world while the bra joined her shirt on the ground. Smiling to herself, Suri gave the nipples of a unicorn a harsh pinch, earning her a soft moan from the unconscious mare. Traveling downwards, Suri roughly grasped the top of the mare’s pants and panties together, slowly wiggling and pulling them down her legs and off her feet, finally leaving the laying unicorn’s body laying completely naked, not a single scrap was left to cover her shame.

Suri hummed to herself happily as she gathered up the discarded shirt, bra, pants and underwear that lay scattered across the floor. “Really? That top with these pants? Sister, I’m doing you a favor here,” Suri said as she mocked the unconscious mare. With a light toss, Suri threw the pony’s clothing in the fire, the bright fabric quickly engulfing in fire. “Sorry ladies, but you aren’t going to be wearing anything for a while. Don’t want any unnecessary temptations now, do we?”

Turning back to the unicorn, Suri produced a length of rope. Binding the mare’s hands behind her back, she tightly fastened several knots in place, ensuring they were secure before repeating the process on the unicorn’s ankles. Once done, Suri stepped back as the earth pony admired her handiwork on the now naked and bound mare. As a final touch, she placed an inhibitor ring around the unicorn’s horn, locking it in place tightly at the base. The ring began to glow, ready to absorb any incoming magic the mare might use to escape her situation.

“One down…” Suri said, as she joyfully moved to the next mare in the sleeping circle and began repeating the same process.

Raven, who had witnessed the entire thing through cracked eyelids, gave a silent gulp. “What do I do? What do I do!! I can’t take an earth pony like her in a fight, I’ve never fought anyone in my life! But I can’t just lay her either!”

“Uggggg,” Suri said as she tossed another pile of clothing into the fire. The flames grew from the added fuel. “This sure would be a lot easier if I was a unicorn…”

Raven began to sweat as her mind scrambled. Trying to formulate some kind of plan, but failing given the immense pressure of the situation. She could only lie frozen in place, feigning sleep as she watched the cruel designer pony stripped the clothing from each of her fellow mares and immobilize them. One by one, the helpless girl’s clothing were thrown into the fire, ensuring no escape from their coming fate.

It seemed like an eternity to Raven before Suri stood above her, having finished undressing every other mare in the room.

“Mmmm, last one… My my… look at the rack on you! I’m sure the boys will enjoy training you the most,” Suri commented as she began to reach down.

“It’s now or never,” Raven shouted in her head. Her thought process was quickly interrupted by a loud banging on the wine cellar’s door.

“Finally! It’s about time they showed up,” Suri huffed, turning around and walking to the door.

“Well I guess never works too…” Raven thought. She heard a terrifying click from the door as Suri opened the cellar door, the magically seals dissipating. A crowd of stallions poured into the room. Their crazed eyes instantly falling to the lusty sight of the group of naked and bound mares waiting for them.

“Perfect as usual Ms. Polomare,” The ring leader, a muscular pegasus stallion, spoke to Suri. With that, he withdrew a rather large sack of golden bits from his pocket, tossing it to the smiling mare. “Now… there’s another large group of sluts hiding out in the donut shop. I trust you’ll do what you do best?” He asked with a toothy grin.

“With pleasure,” Suri smiled and said, not looking at him, but rather the many golden coins that made up her payment. Turning to the stallions who were already busy picking up which mare they wanted to take first, Suri added, “I’d wait until the drug wear off before you start boys. Best you save your efforts of breaking them in for when they can actually feel it.”

The men grumbled in agreement as Suri left. They had been waiting days for this moment, they could wait a little longer.

“Hey!” One of the stallions shouted as he approached the still clothed Raven. The mare’s terrified shaking going unnoticed by the group of men. “Is this one supposed to be wearing something?”

“Son, that’s the dumbest question I’ve ever heard!” The ringleader pegasus said as he slapped the back of the head of the stallion. “Just fucking get her clothes off like the rest!”

The stallion nodded as he rubbed the back of his head. Slowly, he reached down to the hem of Raven’s outfit, only to be meet with a sharp kick to the groin from her.

“AAAAAAAA!” The stallion yelped as she grasped his shattered jewels, falling backwards and landing in the blazing fire.

“The hell!” A stallion yelled as the group watched the man fumble around in the burning pit. That was all Raven needed. Scrambling to her feet, she sprinted to the doorway before the men in the room could react to what was going on.

“Get after her you idiots!!” Raven could hear being yelled behind her as she sprinted away. Entering the castle’s main entrance, she moved her legs as quickly as she could to the exit. Her heart was beating a mile a minute as she looked back. Sure enough, every single stallion that was in the room was chasing after her, save for the one she had kicked in the balls. A few of them were flying, rapidly gaining on her as she entered Canterlot’s main district.

“The alleyways! They can’t fly after or above me in there!” Raven thought, quickly making a sharp turn into the narrow passage. Raven’s adrenaline pumped legs carried her easily through the dark path, the men on the other hand found it all too difficult to run while avoiding all the debris she managed overturn as she ran.

Stride after stride she took, taking a random path whenever she arrived at a fork in the alleyway, not stopping regardless of how much her feet wanted her to. “My legs are killing me! But I can’t stop! I don’t want to think about what will happen if they catch me!” After a full solid minute of running, just as she started to think she might have a chance at getting away, Raven slammed into a dead end. “N-no!” Raven stammered, clawing at the solid brick wall, old abandoned buildings on both sides. Her chest was heaving as she turned to face the only way out, the sound of fast approaching men ringed in her ears.

Just as soon as she had resigned herself to her fate, a voice beside her called out. “Quick! In here!” Raven searched for the source of the voice, finding an open doorway on the side building of the dead end. Without giving it another thought, Raven dove inside, as the door shut with a mixture of haste and quiet control. Outside, she could hear footsteps as she struggled to control her breathing.

“Where is she?” … “Celestia damn it! Cunt must’ve taken another path. Fan out and find her! That bitch’s ass in mine!”

The sound of trampling footsteps moving away was soon heard after, given a moment for Raven to catch her breath, taking in whatever new situation she was in now. She was in a dusty home, by of looks of which seemed long abandoned. A yellow and orange haired pegasus stood crouched at the window, peaking outside. Raven instantly recognized who it was.

“S-Spitfire!” Raven exclaimed, panting between breathes.

“Shhhh!!” The Wonderbolt captain hushed her, as she continued checking the window, ensuring the coast was clear. Satisfied, she drew the curtains closed, turning to Raven.

“Close one… heh, almost considered not risking blowing my cover and leaving you out there.”

“W-What are you doing in here?” Raven asked worriedly but glad her friend was here. She had come to know Spitfire on a first name basis due to the Wonderbolt’s many visits to the Canterlot Castle where she worked.

Spitfire raised an eyebrow. “Ummm same thing you were probably doing? Hiding from ravenous packs of rapey stallions? I’d would have taken them on myself, heh, but I know when I’m outnumbered. Luckily for you though I broke into this building in the deserted alleyways ponies rarely come into.”

“Oh… well thank you for rescuing me.” Raven said, managing a small smile at the mare. Eyes dropping to her outfit she added, “You’re still in your Wonderbolt uniform?”

“Well, you aren’t really given the choice of what to wear when all Tartarus breaks loose. Not like you’re one to talk,” Spitfire chuckled.

Raven looked down. Sure enough her white collared shirt and black skirt had sustained a beating beyond repair during her running escape. Missing buttons and rips along her top could be seen, one revealing the dark black bra the secretary pony wore beneath.

“Not like there’s anything to wear or eat in here,” Spitfire added, “And we definitely can’t go out looking for food with those guys out there. Sooo settle in…”

Raven sighed. She was all to accustomed to the boring sensation of waiting. Sensing her discomfort, the captain of the Wonderbolts made an effort at a casual conversation with her friend.

“I don’t suppose you know what’s behind all this do you?” She asked the dark brown haired mare.

“Ummm, I think I heard rumors that changelings are responsible. They’ve gone around abducting mare’s exclusively for Celestia knows what. All I know is it no one ever sees them again.”

“I knew that, but is that why the stallions are acting like this?” Spitfire asked.

Shaking her head, Raven added, “They aren’t affected by any magic I’m afraid. Those are the same ponies we have lived together with up until now,” Raven sighed. “I don’t know what’s made them act like this though. I think they are just upset their mates are missing and deep down they are just as scared as us.”

Spitfire blinked, impressed by the mare's ability to say such a thing despite narrowly avoiding being raped mere minutes ago. Composing herself she looked down to the sitting mare. “Yeah, well, Cloudsdale isn’t fairing much better in case you’re wondering. But the strange thing is, it’s the stallions fault for its ruin more than the changelings. In fact, I even heard some girls were willingly turning themselves over to the changelings.”

“What?!?” Raven asked, completely shocked. “Why would they even consider doing such a thing?”

“Well, think about it… they are being hunted down by guys everywhere, I guess they figure those changeling things would offer some protection.”

“But how do they know they will be any safer? You know they attacked us last time they were in Canterlot!” Raven said, obviously still unconvinced.

“Well they weren’t here to kill us then,” Spitfire said, “And I don’t think they are here to kill us now, seeing as they are abducting us, rather than leaving bodies. Plus, haven’t you noticed the sun and the moon are rising and setting each day like normal? That must mean Celestia and Luna are still out there and in full control of their magic!”

Raven paused to consider those words. It was all true, not to mention in addition to the princess sisters, they even captured the six heroes of Equestria, even Shining Armor along with Cadence who have defeated them before. Surely all of those powerful ponies would have done something to stop them by now…

“What is really going on here?!” Raven thought as new confusion entered her mind.

Spitfire took a deep breath as she considered how to approach what she was going to say next.

“Look,” she started, “I’ve been thinking for some time now before you got here… perhaps we should do the same thing and turn ourselves over… to the changelings I mean.”

Raven’s head turned sharply to meet the Wonderbolt’s serious gaze. But she didn’t say no.

Continuing on Spitfire added, “Seeing that the sun and the moon a moving like normal each day, I’d say the worst case scenario is that ponies are being held prisoners, but even being a prisoner beats living like this.”

Raven would be lying to say she wasn’t considering this new option. “But what would they have to gain from keeping half of Equestria imprisoned?” She asked. The two ponies took a long moment to themselves to think before Raven whispered, “Do you think it’s for something… sexual?”

Spitfire’s cheeks darkened. “Well… maybe… since they are only taking females. I heard changelings fed off love, but I didn’t think they meant that!”

Raven’s cheeks also blushed a shade of red at the thought of the princesses and all her friends locked in a massively orgy with these unknown creatures. For some odd reason, the idea was starting to make her heart race in excitement.

“So…” Spitfire continued, composing herself. “Either between the stallions outside or the changelings, we are both literally fucked. We’re probably going to be raped either way…”

“Not necessarily…” Raven corrected, pinging Spitfire’s interest. “You said changeling’s feed off love right?” The pegasus athlete nodded. “Well, there’s no love in being raped by someone… maybe the changelings aren’t really the evil ones compared to the stallions?”

As if on cue, a buzzing sound was heard landing outside their abandoned hiding spot. With a remarkable burst of quiet speed, Spitfire was at the window, pulling the curtain to the slightly to the side. Her eyes widened.

“It’s a changeling! Spitfire quipped. "It probably tracked you while you were running here. What should we do?!”

Raven eyes shot back and forth, thinking to herself. “Should we… should we let him in?”

Spitfire paused, obviously considering it as Raven continued. “You were saying we should turn ourselves in right? And if they are the lesser of two evils then we probably aren’t going to get another chance before we either starve or the stallions find us…”

“Fuck…” Spitfire said as she hung her head. Reaching for the door, she unlocked it, being pushing it open slightly.

Outside the changeling drone who had been looking around couldn’t help but notice as a door to the side creaked open. Landing on the ground, he approached the run down building, hesitantly entering inside, and closing the door behind him.

As his eyes adjusted to the lack of light, they settled upon the sight of two mares up against the wall, who seemed to be holding each other tightly as they trembled in horror. The changeling blinked in confusion before he started to slowly approach the girls.

Raven shook in fear, gripping Spitfire ever tighter as the lumbering changeling walked closer to them. To her, he looked like a monster. Standing much taller than the two of them with its bulging muscles. “Are these the really same creatures that attacked during the wedding? They looked like they could rip the princesses in half with their bare hands!”

Raven and Spitfire both clamped their eyes shut as she prepared for the worst. However, the worst didn’t come... instead the two girls felt a soft hand pressed to their cheeks, almost as if trying to comfort them. In unison, the two mares slowly cracked open their eyes to see the massive changeling kneeling before them smiling down on them with a kind expression.

Almost involuntarily, Raven took the hand and pressed it tighter to her cheek, nuzzling it as she felt its smooth texture and warmth. “Oh… it’s been far too long since I’ve meet a man who wasn’t trying to hurt me…” she said.

Spitfire to seemed more than happy with the drone’s lack of hostility. She smiled as the hand rubbed her face, and continued smiling as the hands worked their way down the two mare’s necks before sudden withdrawing after coming in contact with their clothing.

The drone hissed as he withdrew his hands from the two girls, as if offended by the fact they would wear something in his presence.

“Oh… umm I think he doesn’t like our clothes…” Spitfire spoke softly to Raven. “Do you think we should… take them off?”

Raven blushed at the suggestion before turning to the drone. “Well, we’ve come this far, might as well take it all the way.” Raven said, steeling herself. “If our theory is correct, maybe we have to please him before they are willing to take us anywhere…”

Spitfire nodded in agreement. Slowly, she reached behind herself, grasping the zipper of her Wonderbolt outfit. Gradually she began moving the zipper down as she was meet with an approving look from the drone standing above her. Once the zipper reached the bottom, her arm moved to grip one side of the top, as she withdrew the other from the skintight confines of the suit. The other arm came out as the remainder of the Wonderbolt suit was wiggled and pushed to the ground before being stepped out of and kicked to the side.

The changeling smiled as he gazed upon the entirety of Spitfire’s form, happy with the fact the mare didn’t choose to wear any underwear beneath her outfit. Spitfire stood proud, arms crossed below her breasts, unashamed of her nudity. On the other hand, Raven had only managed to remove her ruined shirt and skirt during this time.

“Ummm, Mr. Changeling, sir?” Raven quipped, drawing the drone’s eyes away from the pegasus’s shaven slit and onto the white mare. “Would you like to… maybe… remove the rest of my clothes yourself?”

Spitfire and the changeling both blinked in surprise at the mare’s initiative, which the drone was more than happy to pounce upon. Turning his full attention to the smiling mare, he bent towards the ground, happily unhooking the metal clasps on her bra as Raven extended her arms, allowing it to be easily removed from her body. Turning the mare to face him, the changeling was delight to see two perfectly shaped breasts bounce into view, nipples already hardened from the room’s cold air. Without wasting another moment the changeling dove in, planting small licks and occasional kisses around the mare’s sensitive flesh, earning him a few soft pleasurable moans and giggles as he continued playing with the girl bosom like a gift he had just unwrapped.

Meanwhile to the side, Spitfire fumed in anger at the sight of the happy couple. Sure she had just been shown up by the secretary, but then again she wasn’t sure why she was upset in the first place. “Jealous? HA! I’m not jealous! There’s nothing going on here to be jealous about.” Spitfire thought as she continued to watch. The drone hands and moved down, grasping the white mare’s panties before smoothly pulling them down and off her slender legs, revealing a quivering pussy to her eyes. “Ok fine! Maybe I’m a little jealous…” The drone then proceeded to insert two skilled fingers in the horny mare’s cunt, working her folds with skilled precision.

“Ok focus, Spitfire! The freaking Wonderbolts captain isn’t outplayed so easily. If she wants to play things like that you just need to reach down into your dirty bag of tricks…”

“Meowww.” The changeling’s ears perked up as he heard a sound purring sound arising to his side. Momentary ceasing his efforts on the mare writhing at his fingers, he rose to his feet. Before him lay Spitfire, perched on all fours, gazing at him a rather sultry look. Wasting no time, Spitfire seductively crawled in, making sure to rub up against the backside of the changelings legs with her side and tail while releasing another set of pleasurable coos and purrs. Wrapping around his legs so she stood perched at his front, Spitfire rose to her knees. Grabbing the only thing the changeling wore, a tattered pair of shorts, which she pulled downwards. Her efforts were meet with a rock hard and erect cock, bobbing out, almost hitting her in the face.

“Wow….” Spitfire and Raven both said in unison, staring at the gargantuan member. After a moment Spitfire composed herself after her momentarily drop of charter. Opening up wide, she took as much of the drone’s impressive length into her eager mouth, purring in satisfaction. The drone shivered in pleasure as the mare worked her tongue along his length while meeting his gaze with a seductive look of her own.

Meanwhile Raven was not the least bit happy her friend was hogging the cock all to herself. Approaching the pegasus from behind, she roughly grabbed the sides of the pegasus’s bobbing head, pulling it back. The drone’s member came free of her mouth with an audible ‘pop’. Raven came in from the side, resolving that they should simply share it’s length as she lowered her tongue and began working. Spitfire was obviously not pleased with this change, but could live with it as she begin licking the opposing side of the member.

The changeling groaned in pleasure as he felt the two lovable mares work their tongues along his length, making sure to attend every inch of it. Both girls reached up and taking a ball into their hands and lightly fondling his sac while gazing up to meet his eyes. If the changeling hadn’t of known better, he would have guess these two had rehearsed this.

“It’s so hot and tasty! Oh Celestia, is this what I’ve been missing out on all this time?” Raven thought to herself.

As the two girls continued to work along the drone’s length a dabble of precum emerged from the tip of the cock. Spitfire was faster, as her mouth swooped into, tongue quickly working as she greedily swallowed down the substance. Reaching down, the drone grabbed two handfuls of her orange and yellow hair, gently encouraging her to continue. Her efforts were meet with another burst of precum, larger than the first. It too was eagerly sucked down into her stomach. Licking her lips as she withdrew from the head of the cock, Spitfire couldn’t help but comment. “Mmmmm delicious!!” Much to the envy of the other mare in the room. Spitfire obediently returned to her normal post licking the side of the changeling’s member with gusto.

The drone let fly another pleasurable groan his balls tensed up and his cock starting to twitch wildly giving the girls all the warning they needed. Without a word, the two mares withdrew. Moving back so they stood before him on their knees, hands on their thighs, mouths open and giggling with excitement. The changeling that stood before them hissed in pleasure as he grasped his cock, wildly pumping it as he angled it towards the two mares.

With another satisfying groan, the changeling came, white rivers of cum erupting from its head. The first three streams landing in Raven’s extended tongue, some splattering down and landing on her heaving tits. The next wave hit Spitfire, her eager mouth receiving the same treatment as a seemingly endless stream of cum came pouring out onto the two ladies. Another long white stream of spunk rocketed from his member, landing on Spitfire’s cheek and eyelid.

Once the two girl’s bodies were covered in their fair share of the changeling’s spunk they sealed their mouths, working their throats as they swallowed down the drone’s potent seed into their empty stomachs.

“Oh wow…” Raven commented, falling back onto her behind. “That stuff really does taste good!” She made sure to thoroughly lick her lips, savoring the full flavor, noting she no longer felt hungry anymore.

Spitfire grinned in agreement, already feeling like this new substance was something she could get fast addicted to. Spotting another helping covering her friend’s chest she didn’t even hesitant for a moment before pouncing her to the ground, thoroughly licking Raven clean of the hot nectar like a hungry animal. Raven released a deep moan as her Wonderbolt friend focused her tongue on her breasts, where most of the excess streams had landed.

The changeling, who was watching the entire scene as it unfolded before him with apt amusement, counted his blessing at the two mares he had managed to find. Reaching into his discarded shorts, he pulled out two circular collar looking objects, the ends of which weren’t connected. Turning back to the girls, who had just finished lapping the final spots of cum from each other’s bodies, he offered one to each of them.

“What’s this?” Raven asked curiously, eyeing the collar that was held before her.

“It’s a changeling slave collar,” Spitfire answered, taking it from the changeling and feeling its soft texture in her hand. “I saw some of my mare friends wearing them before they were taken. You kinda belong to them once you put it on.”

Raven bit her lip nervously upon hearing this new information. “I don’t know, Spitfire… That sounds like a rather big decision. Being owned by a changeling? How do we know becoming their sex slaves won’t turn out badly for us?”

“Well… they’ve managed to keep a perfect handle on half of Equestira. If this is why, I’d say that’s more than enough of a reason for me.” With that, Spitfire extended the ends of the collar out as she placed it around her neck. Once in place, the magical ends shot together, fusing into one. “Besides… it’s either them or the stallions outside, and I’m already liking the looks of what we have here,” Spitfire said, licking her lips as she watched the changeling’s cock already back at full mast and throbbing for attention.

Raven gave a nervous gulp, knowing her friend was right. Hesitantly she slowly moved the collar to her neck, wrapping the ends around it. With a magical hum the two ends came together, sealing together seamlessly and permanently, marking her new role in life. Reaching around behind her back she could feel another loop had formed on the back of the collar, perfectly shaped for a leash to be attached to. With a testing tug Raven pulled the collar’s side, hard. Sure enough, it didn’t budge from its place around her neck.

The changeling smiled seeing both the mare’s decisions. Only collared mares would be accepted back at the hive. If they hadn’t choose to wear them he would have been forced to leave them to their fate here. But now that that matter was out of the way, there was just one more important order of business with his newest pets before he could take them to rejoin their friends.

The two mares sat on their knees before their new master, touching their newest accessory around their necks. Seeing as the athletic pegasus decided first, he would to start with her.

Sensing her services were desired, Spitfire gave a strong flap of her wings, playfully tackling her owner to the ground. After their rolling had ceased, the drone found himself pinned beneath the devilish grinning mare.

Returning her smile, the changeling roughly grabbed the hips of his new pet, guiding them down to his throbbing member. Spitfire bit her lip as the tip nudged her dripping entrance, teasing her on as her owner kneaded the flesh of her firm behind.

Not wanting to wait a single moment longer, Spitfire thrust down, sinking herself onto the near entirety of the changeling’s erection. The creature below her groaned in ecstasy. Even after all the different mares he had slept with, the tightness of Wonderbolt cunts was legendary.

To Raven, it was obvious that Spitfire was enjoying herself from the single penetration. Her wings stood erect and fully extended. Her tongue lolled out of her mouth as she experienced her passage almost entirely spread open.

“Ooohhhhhhh, fuck yeah! That hits the spot,” Spitfire said. Slowly coming to her senses, the Wonderbolt rose back up, only to thrust back down, the drone’s lubricated cock easily sliding back into her. The drone clenched his teeth as he felt her walls rippling and squeezing over his cock.

Spitfire rose up again, leaving nothing bit the head lodged inside before roughly plunging back downwards, her sex swallowing her owner’s cock all the way to the hilt. After another pause to gasp and adjust herself to her partner’s above average length, Spitfire began to work her hips in earnest as she found her pace.

“Sooooo much better than what Soarin used to give me….” Spitfire moaned as she began to ride harder as the cock slipped in and out of her. Lewd sounds echoing throughout the room as her hips repeatedly meet the drone’s pelvis.

Raven, who had watched the entire scene with wide eyes couldn’t help but blush at her friend’s perverted side coming to light. Even though Spitfire knew she was watching, she didn’t hold a single bit back, almost as if the pegasus wanted her to see. Raven’s hand snaked it’s way to her soaked entrance, gently inserting a digit inside as she rubbed her aching clit. She bit her lip in apprehension as she watched her friend continued to impale herself over and over on her master’s shaft, almost apprehensive knowing for certain her own snatch would be next in line.

Spitfire was building to a strong climax as she continued to ride her new owner for all she was worth. The throbbing rock hard dick feeling right at home lodged inside her while bringing her to an apex. From her position, she could feel it hitting her deepest most pleasurable spots, spots that had gone untouched by any other toys or cocks. She doubled her efforts, riding him faster and harder, to the point her breasts were bouncing wildly across her chest, much to the drone’s delight.

The changeling continued to enjoy the ride he was receiving. He could feel that they were both nearing their peak. However, what stood out to him the most was the feeling of her wetness, her vacant womb calling out to be bred. Begging to pumped full of so much seed until it could fit no more.

With a massive groan the changeling gave one final thrust upward as he began to cum inside the tight hole of the Wonderbolt. The drone’s thick pink cock twitching inside briefly before a frothy stream of hot changeling cum poured out, filling the mare’s womb with rivers the potent baby batter.

Feeling the steady stream of spunk pump into her lower orifice, Spitfire screamed at the top of her lungs as her mind shattering orgasm hit. Her marehood clenched and tightened, as the drone’s balls worked overtime in emptying themselves deep into her.

After the two had finally stopped cumming, Spitfire released a ragged sigh as she pulled herself off the still erect cock. It was an odd sight for Raven, seeing the athletic pony out of breath for once as the exhausted pegasus collapsed onto the ground. The changeling on the other hand, barely looked winded.

Flipping onto his front side the drone pushed himself to his feet, pausing to admire his work on the panting pegasus, thick globs of his cum still drizzling out from her well spent hole.

Turning his gaze, his eyes locked onto Raven’s. The black haired secretary couldn’t help but release a gulp as the drone slowly approached her. The still throbbing member, coated with her friends juices seemed almost fixated with the entrance that lay between her legs.

Preparing herself for what was to come, Raven spread her legs wide. Adding to that, her sultry gaze and a subtle ‘come hither’ gesture with her finger was all the invitation the changeling needed to feel welcome. It would take everything she had if she wanted to satisfy this lover. Taking his place above her and between her legs, the drone prepared his member to welcome its newest member to her new role as a breeder.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Fuck!!! I still can’t believe we lost her!” The fuming pegasus stallion ringleader said as he stormed ahead of his men.

“She was running awfully fast…” a nearby earth pony commented offhandedly, only to be meet with a sharp glare from his leader.

“Let’s just get back to the cellar,” The pegasus ordered as his men entered the castle and began descending the staircase into the castle’s depths. “Our new cum dumps should be waking up any minute now…”

The men pooled into the familiar room slowly, only then did it collectively dawn on them the mares were no longer present.

“The hell!! Johnson! Why didn’t someone stay behind to watch the cunts while we were chasing that bitch!”

“Well Sentry was still here and…”

“Sentry just got his balls kicked in, obviously he didn’t count!” The pegasus said, throwing his palm to his face. “Great! Just great! Now we’ll have to go out searching for… wait a minute, what in the hell is that?” He asked, seeing a thick green cloud that had seemingly drifted down the stairs behind them, pooling above the ground. The cloud traveled towards the confused stallions. As it passed, parts of it seemingly clung to their bodies, before slowly seeping into them. The puzzled stallions exchanged glances with each other, as the cloud enveloped every pony in the room.

A nearby burly unicorn couldn’t help but comment in a feminine voice, “I kind of feel funny…”

Changeling Usurping Nerd Team (Part 1)

Author's Note

The next two chapters are based on the Anthro world version of the Crystal Prep students. The races of the shadow 5 are based off their kinda sort-of main 6 counterpart.

Sour Sweet - Pegasus
Indigo Zap - Pegasus
Sugar Coat - Earth Pony
Lemon Zest - Earth Pony
Sunny Flare - Unicorn

Changeling Usurping Nerd Team (Part 1)

“Uggggg, this is beyond humiliating!!” a fuming Sunny Flare thought to herself. “How in the wide world of Equestria was I the one picked for this mission?” Cringing to herself on the account of her own misfortune, the lone unicorn took another path, delving deeper into the changeling hive. “Sure, I’m the only female unicorn in the group that can cast the mind protection spell, but the girls should know just as well as I, that it can easily be placed on someone else!” She rubbed her wrists nervously as she continued her search.

Sunny Flare had witnessed her fair share of ridiculous sexually charged events during her ‘crazy days’ back at the University of The Crystal Empire, but this one easily took the cake. From head to toe she was butt naked, save for a black sex slave collar she bore around her neck merely as a disguise. Each corner she took in the endless maze of tunnels were meet with dozens of fresh new eyes, pony and changeling alike, that would stare at her exposed body with a sultry grin, if they weren’t already occupied with rutting each other senseless that is. Sunny Flare would only return their naughty looks with a mad blush, before quickening her pace to suffer through the same process deeper in the hive.

Unlike the many hundreds of other sex-crazed ‘mares’ that populated their new home in the hive, Sunny Flare was not one of them. She was merely here, putting herself through these miserable and humiliating circumstances for one reason: a search and rescue of their ruler, Princess Cadence.

“If my original assumptions were correct… the Changeling’s Queen’s chambers should be down…… here! That has to be the most likely place princess Cadence is locat…” *slap!*A sharp smack to her rear broke her chain of thought.

“Epp!” The unicorn quipped, accidentally appearing rather cute for a moment. A changeling walking in the opposite direction had apparently dealt her bare ass a rather rough spank while she was thinking to herself. The drone shoot her a toothy grin as he continued walking away, leading a happily leashed mare who obediently followed behind him on all fours, breasts dangling from side to side with each stride.

Sunny Flare gave him a nervous smile and wave before bolting off down the tunnel. “Gotta find the princess, gotta find the princess then get the hell out of here!” she thought endlessly to herself. Approaching another room, the unicorn curiously poked her head inside to see if any princesses were inside. Big mistake.

To her horror she witnessed a changeling drone, perched over a moaning gray unicorn mare’s spread legs, thrusting himself into the pony’s dripping entrance as if he were her long lost lover. Sunny Flare’s eyes couldn’t help but shoot straight to the couple’s connection as the drone hilted himself inside the mare. With a massive groan the changeling’s member began twitching wildly, pumping and endless supply of searing hot cum straight into the mare’s soaked passage. The unicorn’s belly began to expand, struggling to contain everything the mare’s tight walls milked for the shaft. Shortly after the ecstasy filled screams of the random unicorn died down, the changeling withdrew his still rock solid cock, only to flip to the softly purring pony over onto her knees as he spread her cheeks and began prodding at her puckered hole.

“Ewwwwww, that is just… vile!!” Sunny Flare thought in pure disgust as she quickly scampered away from the room, continuing her search. The gray unicorn’s moans were soon heard resuming again as she walked.

Another series of tunnels she strode through, each never failing to be accompanied by the sounds of mare slaves being endlessly fucked by changelings. Some women, by the looks of it, seemed several months pregnant by the ways their bellies were swelled and bulging, obvious that a healthy changeling spawn was growing inside them. Other girls however, struck her as more of the ‘fresh meat’ type, still looking rather thin for the time being. They were usually the ones seen passed out and laying on the ground. Their tongues still dangling from their outstretched mouths and a river of white flowed out between both their lower holes.

“Those poor poor mindless ponies… there’s nothing I can do for them now…”

Several lone drones passed her on her way, kindly extending a hand to her. Sunny Flare could only assume taking that hand meant her own snatch getting impaled by the lengthy members that dangled between their legs, ending in the same fate as the many naked mares around her. With an awkward smile and shake of her head, she politely refused, quickening her pace down the tunnel.

Sunny Flare felt she was being watched now, more than usual that is. Several idle changelings she passed by were frowning directly at her, but making no further attempt to stop her or ask for sex.

“I really hope they aren’t catching onto me!” Sunny Flare thought in panic, her expression sinking. However, to her great joy she stumbled into her destination: The Queen’s Royal Chambers, made obvious from the many royal carpets and decorations that lined the cave walls, all of which seemingly taken from the now empty Canterlot Castle. Crossing her fingers, the lone nude unicorn spy peered inside the bedroom.

“Finally some luck! Princess Cadence is here!! And even better, no one else is!” She thought with glee. Sleeping at the foot of the queen sized bed was the pink princess, curled up like a dog. To her horror however, the princess’s belly was slightly swelling, indicating, like many other mares previously seen, she had been pregnant for some time. Sunny gave a quick gulp, her horn could already sense a strong magical being growing from within the alicorn. On top of that, her breasts seemed… larger, almost a complete cup size larger than what Sunny remembered the already well-endowed princess had carried.

“I don’t even want to think of the horrors she had to bear while she was trapped in here… but I can’t let that deter me from my job! She’ll be better off as soon as I get her out of this hellhole.”

Cautiously approaching the alicorn princess, Sunny Flare gently shook her shoulder, rousing her from her peaceful slumber.

“Huh….? Is something wrong?” Cadence asked innocently as she slowly awoke. Softly yawning as her eyes cracked open and finding the lone unicorn mare who stood before her.

“Ms. Cadence? You have been reques… I mean ordered! Ordered to accompany me. We have to go, now.”

“Ummm ok…” Cadence replied, slightly puzzled but allowing her wrist to be grabbed by the unicorn as she was lead out of her chambers, at a rather frightening quick pace, her breasts bouncing wildly with each stride. “But, where are we going?”

“The Queen Chrysalis has a task for you to accomplish…” Sunny Flare said, quickly improvising seeing as she never figured herself getting this far on her extraction mission. “There are… cocks! Yes! Many many cocks for you to please… Cocks as far as the eye can see…”

That seemed to have satisfied the perverted princess, who allowed herself to be lead back through the many paths Sunny Flare had taken with no further questions. Besides that is, asking if Sunny wanted to go back for her leash, which was quickly shoot down as unnecessary for the moment.

Fortunately, the drones populating the halls were no longer giving her the stink eye, or requesting her body for a bucking as Sunny Flare trotted back through the many series of tunnels. Most likely because she held one of the queen’s royal alicorn pets in her hand and appeared to be in a hurry.

At long last, Sunny Flare arrived at her starting point: the entrance of the hive, complete with the princess in tow. It had been easy enough to sneak in, seeing as the changelings even didn’t bother stationing guards anywhere nearby. Most likely all too busy fucking their slaves figuring no one would dare attack their home filled with an endless swarm of all powerful changelings.

“Chrysalis… wanted me outside?” Cadence asked her, confused again.

“Ummm… why yes! S-she thought a breath of fresh air would be great for you and her men,” Sunny Flare replied as she approached the doors, the green celled walls parting, allowing their exit.

“Well that’s agreeable I guess…. but owwww, the light,” Cadence whined as she held up an arm to shield her eyes from the bright sun her eyes had grown unaccustomed to. The blinded Cadence continued to be lead forward by the mare’s grip on her arm, exiting the small cave that lead outside into a clearing. She could barely glimpse the unicorn hastily checking her surroundings for some reason. Oddly enough, it didn’t sound like that were a mass of drones out here waiting for her services…

“Now!!” Sunny Flare yelled, startling the princess. All of a sudden Cadence felt herself jumped upon from ponies on every side.

“Tie up her arms!”

“Get her wings to!”

“Sour Sweet! Get that inhibitor ring on her horn quick!”

“Did I ever tell you what awesome tits you have Sunny?”

“Shut up Indigo Zap! Just bind her legs!”

The many hands finally withdrew from Cadence’s exposed body, leaving the helpless Alicorn blindfolded, bond, and gagged. Cadence thrashed around as she struggled against whatever was happening, but sure enough, her bounds held true. She was completely at the mercy of these mysterious mares.

“Good job girls, looks like the mission was a success.”

Cadence felt her head envelope in a magical glow, one that she was powerless to stop given the restraint placed around her horn. Slowly her conciseness began to fade to black as she felt her limp body picked up and hauled away by the two pegasus as if she were their prize.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Huh…. Wha…..W-Where am I? Cadence spoke in alarm, bolting upright from where she lay. She was no longer in the changeling hive, but rather inside a rather roomy tent, no longer bound and restrained. On the opposite wall of the entrance she lay in a cot, several layers of blankets covering her body.

Cadence breathed a sigh of relief and relaxed, realizing she was not in any immediate danger for the time being. Pulling the covers to the side, it was revealed to her she had been dressed in a simple robe, one that was probably made for a mare several times smaller than her as the bottom of the robe just barely reached her thighs. From the obvious feeling it was evident she wore nothing else beneath it, but compared to what she usually wore it was more than enough. Suddenly, the flap of the tent parted as two mares entered.

“Oh thank goddness, you’re awake!” a mare by the name of Sour Sweet said. “About damn time…”

“We’re glad to see you up Princess Cadence. I had to put you under for a few hours,” Sunny Flare continued, Cadence couldn’t help but notice, like her, the unicorn mare was now fully clothed in what looked like her school uniform. What really stood out though was the collar the girl still bore around her neck. The alicorn’s own hand went to her neck, confirming that her own royal slave collar was still firmly in place around it. It was most likely the case that the mare was unable to remove either of them from their necks.

“W-Why? What did you girls do to me?” Cadence asked, worriedly but sensing the ponies meant her no harm.

“Sunny Flare was working every magical spell she knew on you, trying to free your brain from whatever mind controlling spell the changelings must’ve placed on you.” Sour Sweet answered. “I’m hoping she got whatever was there, or else things are going to get pretty awkward around here.”

“Seeing how most ponies in close proximity are affected by them, I have a hunch whatever spell they are using is correlated to a pony’s range of them. You should have full control of your mind now seeing as we are many miles away from any changelings now.” Sunny Flare said with a nerdy smile.

Cadence blinked in surprise. After a long moment to herself she turned to the two girls. “Why yes… I feel as though their grasp on me has fled. My mind… is my own now. Thank you girls, for rescuing me from that dreadful place.” The two mares breathed a sigh of relief at her words.

“I told you it would work!” Sunny Flare chided the mare next to her.

“I didn’t think I would ever be free from there. But why did you rescue me? Celestia, Luna, and Twilight are still in there!” Cadence asked her two saviors.

“Our loyalty is to you first princess,” Sunny Flare spoke, taking a bow, Sour Sweet remembering herself then quickly following her lead. “You are our princess first seeing as we are all citizens of The Crystal Empire, or at least, what’s left of it…”

“You’re going to be the leader of our new team!” Sour Sweet said excitedly.

“New… team?” Cadence asked, puzzled.

“Indeed”, Sunny Flare replied, “The men and women outside represent the very best and brightest of The Crystal Empire University, all banded together with the common goal of stopping this changeling rule once and for all. Collectively, we form the ‘Changeling Usurping Nerd Team!’

“….Ummmm… girls?” Cadence asked, confused that somehow the best and brightest students her empire had to offer didn’t know how to spell.

“Yeah… we know Lemon Zest really isn’t much of a nerd.” Sunny Flare admitted. “But the name just seems to work, you know?”

“I see…” Cadence said, attempting to move the conversation along she asked, “What exactly are you doing to stop the invasion?”

Indigo Zap, who had been listening intently outside the tent, popped herself in. Proudly crossing her arms across her chest as she answered her question.

“Well lady… you were the first. But we hope to venture back into that hive and rescue enough ponies to assault on the changeling queen and retake Equestria from their hands. It’s gonna be awesome!”

“And we need your help with that…” Sugarcoat said, also entering the tent upon realizing their princess was awake. “According to her report, Sunny Flare was almost caught today while extracting you. I told her to be more careful before she went in…” She said, pushing up her glasses.

“Oh I’m sure Sunny did the best she could!” Sour Sweet said happily. “Wouldn’t have hurt to suck a few dicks to blend in though…” She said in an opposite tone, which was promptly meet with a smack from the unicorn.

“So let me get this straight… you girls want me to lead your group, and help you extract more ponies from the hive?” Cadence asked. The four mares before her nodded. Cadence took a long moment to think about it, eyeing each of the girls that stood before her up and down.

“I guess… that would be most appropriate, seeing as I was captive under their control for the longest time… I know how they think and act… n-not to mention every tunnel in that place.” The alicorn said, the girls already looking up at her hopeful prospects. “You girls are very brave to take such a bold initiative yourselves.”

The princess turned series for a moment, saying, “But it might take some time for me to formulate some sort of ‘plan’ that could assist in further extractions… my head still feels all ‘fuzzy’ from how the changeling’s left it. Even so, it would probably be best if we held off any trips back there for a few days. It’s more than likely they are on high alert now, given my disappearance.” Indigo Zap and Sour Sweet nodded, exiting the tent.

“Take all the time you need,” Sugarcoat replied giving her a warm smile, before rolling her eyes. “I was guessing we weren’t going anywhere anytime soon anyway.”

“And Sunny Flare…?” Cadence asked curiously, stopping the mare just as she was too taking her leave. “If I heard you correctly, you said there were actual stallions here?”

“That’s right,” Sunny answered as Sugarcoat took her leave. “But don’t worry Ms. Cadence, they aren’t like the others you’ve probably heard about. You can trust them.”

“I see…”

“And sorry about the skimpy robe.” The mare apologized, casting another glace at the tight fitting outfit that clung to every curve of her pregnant body.” We weren’t really able to grab all that much in terms of clothing when we fled The Crystal Empire. You’re not given much time to pack when you hear changelings are coming so I’m afraid that’s all we have for you to wear. But don’t worry! We didn’t let the men see you naked when we were hauling your unconscious body back here.”

~~~~~~~~~ ~~~ ~~~~~~~~~

Cadence may have not compared to Twilight in terms of raw intellect, but she was still ranked far above the average pony, especially when it came to leadership. Naturally, it hadn’t taken long for the alicorn to devise a plan of action. One which she felt had a high chance of success, giving what she had gathered so far. But there was still one unknown variable. She could count on the girls for sure, but she had to know she could trust these ‘stallions’ currently present to play their role.

Cadence pulled the flap aside as she stepped out of her roomy single bunk tent. Despite several strong downward tugs, the bottom of her robe refused to travel any lower than her upper thighs. It was almost humorous how a single lean in the wrong direction would reveal her most private of places to any potential onlookers. Not the least bit ideal way a princess should be conducting herself, but knowing the conditions, she wasn’t complaining. With a sigh she gave up fumbling with her robe, taking in her surroundings of her new home.

She was located in a cozy appearing campsite, located deep within a lush forest, much friendlier appearing than the dark Everfree one. A weak wooden fence had been constructed around the perimeter surrounding three large tents. One of which was Cadence’s, the other two she could only assume were the sleeping quarters belonging separately to the males and females. At the center of the camp stood a small fire pit, with eating utensils placed all around it. The four mares she had just conversed with had retreated to their own shelter, save Lemon Zest who was too busy to notice her as she rocked on an invisible air guitar.

More interesting to Cadence however, were the sounds of two stallions, both unicorns, casually conversing over by the front entrance of the campsite. Curiously, Cadence walked over to them.

Upon noticing her approach, the two stallions quickly jumped to their feet, standing at attention. Their expression seemed to indicate surprise she was really there, seeing royalty for the first time in ages.

“At ease gentlecolts. I simply have a few questions I wanted to ask you.” Cadence said which a touch of hesitation. It had been far too long since she talked to a stallion, or addressed a pony in such a way for that matter. “Royal Pin and Neon Lights is it?” The men relaxed and nodded.

“Fancy Pants and Jet Set are off on break. Probably napping in the tent,” One of the stallions stated.

“But what is it exactly that you men do here?”

“We guard the campsite ma’am,” Royal Pin replied diligently. “Somepony’s gotta be on the lookout for changeling patrols or other wild creatures out here.”

“I see, have either of you discovered anything during your shifts?” Cadence inquired further.

“Just that the royal guard weren’t paid nearly enough,” Neon Lights replied, half sarcastically. “This job is one of the most boring and tedious tasks in all of Equestria. Plus, I don’t even think changelings fly over here anymore, even if they did, it’s unlikely they would even spot us under all these trees. Man, could you even imagine what it would be like to have your cutie mark in this?”

Cadence gave the two a reassuring smile. “Don’t worry boys, I’ll find you something more interesting to do soon enough,” she said. “On another more serious note however, I’ve heard of some truly disturbing tales of what many stallions have done to mares in my kingdom once I was abducted from power. I just wanted to say it is truly grateful to see that not all of my subjects have given into such… perverted temptations.”

“Psssssh, as if,” Royal Pin replied. “We stallions are hold ourselves to a much higher standard than those… animal… things that call themselves ponies.”

Cadence beamed happily, relived at the prospect that perhaps the news she had heard wasn’t completely true. “But, what do you think about…..” Suddenly, off in the distance, a bush rustled. “Wait! What was that?!” Cadence asked hurriedly, her head bolting to the side. Gesturing to a clearing as she informed the two men, “I think I saw something large move!”

Both the stallions jumped into full alert, casting their gaze to where the princess pointed at.

“What? I-I don’t see anything… what do you think you saw Ms. Cadence?”

“I’m not sure,” Cadence replied hesitantly. “It looked like something… black.”

“Something black?! It must’ve been a changeling!” Neon Lights snarled angrily as he began marching towards to the spot Cadence had indicated, the other two ponies following behind him.

“Ummmm Neon?” Royal Pin asked. “Don’t you think that is kinda really racist? Not cool bro.”

“Shhhhh! You’ll scare it off! Neon Lights replied, to busy focusing on finding the potential hiding changeling.

Cadence, who was silently following the two stallions as they searched quite a distance away from the main camp now, was quietly thinking to herself. “Perhaps the reason why the girls haven’t been bucked yet is simply because these guys are… batting for the other team?” If true, that would cause some complications with her plan.

After an extensive search of the area, the group came up empty. Neon Lights kicked at the ground in frustration.

Cadence who, for some reason, now looked like she was fighting to remain standing breathed a heavy sigh of relief before saying, “I guess… it was nothing…….. which is good……….I don’t want to see another………. changeling as long as I liv-“ Cadence gasped, her wrist flying to her forehead as she collapsed against a nearby tree and sliding to the ground, looking flustered as she panted for air, completely unable to finish her sentence.

“Princess!!” The men both exclaimed in unison as they dropped to her side. A mix of fear and worry crossing their features. “Is something the matter? What’s wrong?”

“It-It’s the changeling’s magic! I-I’m afraid their influence…. has not fully departed from my mind!” Cadence struggled to speak, looking as though she were nearly on the verge of fainting.

“W-What should we do?” Neon Lights asked in panic. “Should we go get help? Just wait here, I’ll go find the girls!!”

Neon’s arm was suddenly grabbed by her before he could run back to camp.

“No! Stay! It’s rather fortunate you are here…… I fear what I need now can only be provided by you two…” Cadence exclaimed, worry crossing her face as she prepared herself for what came next. A weak hand traveled up to her robe, lightly pulling on the loose string that held the two sides together. The knot easily came undone as the flaps parted, displaying her full bodily assets to the stallions above her.

Before either of men could react to this completely unexpected change of pace, Cadence’s other hand shot out grabbing Neon’s other arm. With a pull from her, both of the unicorn’s hands were placed onto her breasts, her nipples, already hardened from the cold forest air rubbing directly into his palms.

“I need the touch… of a man!” Cadence gasped, her tone seeming to suggest she was practically begging them. “Please, it’s the only way! Otherwise my mind will be completely lost to unquenchable lust!”

The two wide eyed stallions blinked in shock, both looking to each other, exchanging glances. Neon however, made no attempt to remove his hands that were firmly glued onto their alicorn leader’s plump breasts.

“You heard her! Royal Pin exclaimed. “The changelings must’ve put some spell or something on her that makes mares crave physical contact!”

“R-right…right,” Neon Lights said. Without another word, he squeezed, his hands experiencing the full feeling of the princess’s smooth supple texture. Soon after, his hands found it more favorable to simply grope Cadence’s titflesh, kneading the sensitive flesh in rapid circular movements.

“Mmmmm, fuck yes. Squeeze my fucking tits you dirty boy! It feels amazing,” Cadenced cooed, completely changing her tone from before. Seeing that their actions were having a pleasing effect on the princess, who seemed to be physically stabilizing, the two stallions grew bolder with their actions.

Neon Lights slipped the undersized robe off the arms of the princess, leaving her body completely exposed to the two men. Inserting himself behind her so that he was supporting her back to his chest before quickly resuming toying with her fleshy orbs. With space freed up, Royal Pin moved downwards, gently caressing and rubbing the pink skin of the princess. He traveled lower and lower, running his hands along the back of her thighs. Sensing there was more that could be done, he roughly pushed her legs apart, which until now, had been tightly clamped together in response to his partner’s attentive groping of the alicorn’s chest.

“Sweet Celestia! She’s soaked!” Royal Pin couldn’t help but comment. “What did the changelings do to make her like this?” He asked rhetorically, half horrified, half curious. Tentatively, he placed his fingers above her dripping slit, lightly rubbing but waiting to see if the princess would approve.

“Mmmmmm!” Cadence gasped, sounding as though she was struggling to hold in a moan. “Inside!”

Royal Pin nervously nodded. Drawing up his free hand, he inserted two digits into her quivering soaked entrance while his other hand started flicking at her swollen clit.

“OOOOHHHH FUCK!!” Cadence shouted. Royal Pin counting his blessings they were out of eye and ear shot from camp.

“Keep doing what you’re doing! I think it’s working!” Neon Lights shouted to his partner, who had started thrusting his fingers inside the princess at a steady pace, intent on getting her off. From Royal Pin’s smile it was obvious he was enjoying his task far more than he should have.

Neon Lights was no different. His hands had elected to change their tactics, roughly pinching and pulling at Cadence’s pert nipples. Each squeeze was returned with a beautiful moan emanating from her mouth. He continued palming and fondling her tits, his eyes savoring every detail of the sight he had secretly dreamed about. And to his glee, her rack seemed even bigger now. Not like he was keeping track.

It was no secret that Cadence was in heaven. The pure sensation of two diligent stallions doing everything in their power to bring her to a climax was almost more than she could bear.

With a bit of shifting, Neon wrapped his head around, bringing his mouth down and firmly attaching it to one of her voluptuous breasts. She could feel his tongue happily lapping away, circling around her rosy areola several times before his lips came together to suck on her hardened nipple.

Royal Pin on the other hand had a chosen to use his tongue for a similar purpose. The unicorn’s head currently occupying the space between the alicorn’s spread legs, focusing all efforts on going to town at her tender pink folds. He licked every inch of the mare’s sensitive slit and clit all while using his hands too delicately stroke the soft skin around her thighs and rump. Cadence arched her back high off the ground in response to the two stallion’s joint effort.

However, even with her peak fast approaching, she felt everything she was given until this point just wasn’t enough. She wanted, no, she needed more. With a sudden unremarkable display of alicorn magical strength, the two stallion’s bodies were hurled away from her. The two men landed several feet away with a crash. Dazed and confused, they looked up to meet the gaze of their leader, fearing they may have crossed a line in their efforts to free her from whatever changeling sex curse that had been placed on her.

Cadence’s intimidating eyes meet theirs, a crazed expression easily distinguishable on her face. The two stallions suspected the worst. Had the spell taken hold of her? Or what she about to go on a murderous rampage?

Without warning, Cadence leapt at Neon, the freighted stallion pulling his arms to his head in a feeble attempt to block any incoming assault. Rather than any physical attack though, Neon felt something else. A pair of hands were grabbing at his trousers, desperately trying to wrestle them down and off his legs.

“Cock! Cock! I need cock!!!” Cadence panted, her tone a mix both demanding and pleading. To her glee, the stallion’s pants came free from his legs, flying off into the bushes. The man’s respectable length, which had been rock hard long before this encounter began, popped into her view.

“Mmmmm yummy,” Cadence cooed, while her hands lovingly inspected the stallion’s endowment. After a brief pause, the princess of love lowered her jaw, skillfully talking the entirety of the stallion’s length into her eager mouth.

“Ohhhh fuck!” Neon grunted, as he watched the mare’s head bob up and down his cock. A groan escaping his lips whenever he felt the princess’s tongue pay extra close attention to his flared tip.

Royal Pin approached him from the side wearing a wide smirk. “Heh, guess she needs a bit more if we want to get her back to normal.”

“I’m not so sure I want her back to normal…” Neon said with a chuckle, relishing the feeling of the alicorn’s continued sucking on his member. “It’s not every day an average guy gets the royal treatment.”

Not wanting to miss out, Royal Pin quickly shed his clothing, idling stroking his own length while approaching his partner’s side. Cadence didn’t need to be told what to do. With a ‘pop’ she withdrew herself from Neon’s throbbing length, her mouth quickly turning to the side in order to swallow the newly presented cock.

“Mmmmm, good girl,” Royal Pin cooed, patting the back of the alicorn’s head. He froze though, again wondering if he had crossed the line with that statement. He wasn’t left wondering for long, however, as Cadence shuddered in delight upon hearing him. Looking up to meet his gaze she gaze a devilish smile, while giving that extra touch of effort in sucking him off as a reward.

Neon Lights, who had risen to his feet in response to his partner stealing his prize didn’t appear all too happy. Any potential objections were quickly silenced as an unattended hand shot up, grasping his lubricated shaft before pumping his member in a series of quick hard strokes.

Cadence continued on sucking away, occasionally alternating hand and mouth treatment between the two stallions. Expertly working her tongue and mouth in a desperate attempt to coax as much cum out from male’s balls. She could easily tell that their peak wouldn’t be far off.

“R-Royal…” Neon panted to his partner. “I got an idea… We shouldn’t squander this once in a lifetime o-opportunity with a simple blow job,” he said.

“W-What did you mean?” Royal Pin asked between grunts, still feeling the alicorn princess busy sucking away between his legs.

“Use your m-magic and just help me hold her down!”

“What? No way!” Royal Pin retorted in hesitation.

“Come on man, just do it!” Neon ordered, finally winning over the reluctant stallion.

A magical glow enveloped the exposed body of the alicorn princess. Momentarily confused, Cadence ceased her actions. Before she could react her body with levitated back and turned onto it’s side, suspended an inch off the ground.

Moving quickly, Neon descended into place in front of the pregnant princess, making sure to press his muscular chest against her ample bosom while doing so. Adjusting his magic, Cadence’s upper leg flew up, once again revealing her slick marehood, perfectly in line with his rock hard lubricated shaft. Without waiting another moment, Neon easily pushed his length into the mare’s snug pussy.

By the look on Cadence’s face she was more than happy with the change of pace. “Ohhhhhh FUCK!!” Cadence shouted in pleasure, her arms quickly wrapping around the unicorn before her. Without warning her flood gates burst, sexual euphoria came crashing down upon every inch of her body as she experienced her first mind numbing orgasm of the day.

“Sweet Celestia!!” She’s tight!” Neon gasped, as he began thrusting in an earnest pace. “She came as soon as I put it in!” He said, still overcome with the feeling of the mare’s walls clamping down on his member, the princess’s slender body writhing in wonderful ecstasy before him.

“Screw it…” Royal Pin said, quickly dropping behind the princess, sandwiching the mare on both sides. Grasping the base of his shaft, he promptly angled it at her puckered hole.

Cadence cried in pure pleasure as she felt his cock head inserting itself into its desired target. It was long before her ass was pumped full of his full length. She wasn’t given any time to adjust to the added girth, seeing as another fleshy rod was already busy happily thrusting away around the corner. Soon, Neon started to thrust into her tight rear with reckless abandon, like a horny animal desperate to lay its seed, only serving renewing the screams of the delighted princess.

“YES! OH YES!” Cadenced screamed at the top of her lungs, her cries echoing through the forest. “MAKE ME YOUR HORNY LITTLE BITCH! FUCK ME LIKE YOU OWN ME!

The two stallions were more than happy to comply with her request as the continued double penetrating the ruler of The Crystal Empire.

Neon Lights worked his hips forward, intent on driving his pulsing member even deeper inside her eager cunt. Lifting her leg further and angling his cock, it wasn’t long before he was pumping every inch he had to offer inside the hot alicorn pussy with each powerful thrust.

Royal Pin couldn’t believe his luck as he continued bucking the poor mare senseless, thrusts in perfect unison with his partner. The feeling of the princess’s ass was unlike any other. His hips were practically a blur as he relentlessly hammered Cadence’s rear into oblivion.

“TAKE ME MASTERS, TAKE ME LIKE THE BITCH I AM!” Cadence shouted, edging the two men to assault her insides even harder. The constant sound of panting and balls slapping against her flesh ringing throughout the clearing. It was obvious the men were getting close to their limit. Cadence had to act fast.

“DON’T STOP!! C-CUM INSIDE! PLEASE!” She begged. “I WANT – NEED YOU TO CUM INSIDE ME!!!”

With one final hard thrust, both men simultaneously hilted their entire lengths into the princess’s holes. Both reaching their peak as their swelling balls pumped a fresh helping of fertile baby batter into the already pregnant mare. The tips of their throbbing cocks flaring inside the princess as an endless stream of cum came shooting out, deep into the depths of her.

“YES!! YES!!! GIVE ME ALL OF YOUR CUM BOYS! I WANT EVERY DROP YOU HAVE INSIDE ME!” Cadence continued to shout, her slick holes doing everything they could to milk as much spunk from to two shafts as they could.

At last, Cadence felt their sticky torrent of seed come to an end. Replaced by an undeniable feeling of pleasurable warmth emanating from below. Finally spent and exhausted, Cadence closed her eyes, limbs collapsing to the ground, the two men following in suit. The trio laid like that for a while, basking in the heavenly afterglow, both cocks still left lodged within her lower holes.

After a while to enjoy their lasting sexual euphoria, the two member’s had softened, popping free of her abused orifices, a thick twin trail of white soon following behind it.

To the men’s surprise, Cadence calmly rose to her feet first. Retrieving her discarded robe before slipping back into it. She looked over to the two men she had just slept with, both looking up at her with curiosity.

“I…I’m sorry you had to see that, men. But t-thank you for your generous services. Whatever was affecting my mind is gone for now due to you two, but… I fear it may yet return at any moment.” Cadence said.

“You’re welcome… I guess?” Neon lights said, still slightly confused, but happy. It appeared as though being pumped full of sperm was the only way to deter the changeling spell…

“Please, don’t tell the girls about this… I want to keep them as far away from this for as long as I can. They really don’t need to know about what horrible things go on in that place,” Cadence said shyly, the two stallions slowly nodding their heads in assurance.

“Thank you,” Cadence said again, giving her patented royal smile. “Oh, and one more thing… If my urges ever arise again from whatever spell the changelings have corrupted me with, I will require the services of you men again. I surely hope that isn’t too much to ask for until I am free of it.”

“N-Not at all princess…”

Cadence nodded and with that the alicorn calmly walked away on the path back towards the main campsite.

The two stallions watched her depart from view before turning to each other. Their hands meet in a high five. The princess’s odd casualness to the whole situation flying right over their heads.

“Oh man!! The other guys are going to flip when they hear about this!!!” Neon Light’s exclaimed in glee, Royal Pin seemingly sharing equal excitement.

“Perfect…” Cadence smirked, resuming her walk back to camp.

Changeling Usurping Nerd Team (Part 2)

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Changeling Usurping Nerd Team (Part 3)

Author's Note

Just a heads up, this chapter contains some changeling ideology that a few readers may find disturbing. But I'm guessing if you've made it this far in the story, you don't really care about that.

Changeling Usurping Nerd Team (Part 3)

The week at the Changeling Usurping Nerd Term campsite had been interesting to say the least. Well, interesting for all groups of ponies this time. The proceeding day following that fateful night it came as no surprise to anyone that Cadence desired to put the mares through a rigorous training session, undoubtedly full of a non-stop weeks’ worth of sucking, licking, bucking, and cumming. However, what did come as a surprise to Cadence was the fact that the stallions, were rather insistent on handling the majority of the training themselves. And while Cadence initially wanted to disagree, she felt compelled to accept their demands, seeing as she was just a collared slave herself, albeit one who also owned a mare.

As a result, the stallions had control of the girls for the majority of the day, while the princess had Sunny Flare all to herself to groom in her own image. Cadence would only draw the collective group of mares together once or twice a day for a training session. Usually practicing anything from different sexual positions, flexibility, tit jobs, suppressing their gag reflex, or demonstrating proper oral techniques on a male. Though, the men strongly preferred the princess got rid of the magical twitching member between her legs before doing so. For whatever reason...

As for the mares themselves, their time alone with their individual masters tended to be the most enjoyable segments of their days. Lemon Zest had it down to a science. Her mornings usually consisted of waking up in Neon Light’s arms. Being carefully not to wake him as she slipped her head below the blankets and tended to his always preset morning wood. Waking him in such a manner guaranteed he would be in a good mood for the rest of the day, a rather odd sensation she had grown to love recently. She thought it might be what Cadence described as taking pleasure in their master’s happiness. So she made sure to give her patented 100% effort to see the same results in all aspects of their naughty life. Learning Neon Light’s kinks and turn-offs, how she could properly use every part of her body to drive him wild, even learning to perform anal with him, something she had adamantly believed she would never, in a thousand years try it.

It also came to no surprise to the mares of the camp when Cadence’s spell confirmed their pregnancy one by one. The alicorn treated this as a momentous event due for celebration. High-fives were tossed around by the men as the women congratulated the lucky lady. And like most other nightly events at camp, soon lead to five passed out mares lying in a heap together with rivers of white flowing out of various orifices as their owners carried them off to bed. Everyone seemed to be in agreement that these pleasure packed days would easily be the most memorable parts of their lives. As their training continued, some of them even forgot why they were even doing this all in the first place. There was a mission to complete, of course, and the day the mares would be ready was fast approaching…

~~~~~~~~~ ~~~ ~~~~~~~~~

A hand pushed against Jet Set’s shoulder, attempting to rouse the sleeping stallion from his slumber.

“Mgrlyprrfff,” Jet Set groaned sleepily, rotating in his cot in an attempt to ignore whoever was touching him. Whatever it happened to be, the hand persisted its pressing on his sides, finally awakening the slumbering unicorn. Slowly peeling open his eyes, he focused in on what stood perched above him. Slowly flapping her wings to hover above him was his pet, Indigo Zap, naked as the day she was born, but that had become more normal for the camp. The girls hadn’t desired to wear a single shred of clothing to cover themselves since the night they had been placed under ownership of the stallions. More noticeable however, was the coiled up leash the pegasus held in her grinning mouth.

“Uhhhh, Indigo… I don’t… wha…huh…. the sun is barely even up! It’s way too early to take you on a walk!” Jet Set huffed. Disappointedly, the pegasus dropped the leash from her mouth, her face now the image of pure misery as she ceased her flying and begin sauntering away.

“Uggggg, Fine!” Jet Set exclaimed, but not too loudly as to awaken the other happily sleeping couples in the tent. Lucky bastards. Indigo Zap’s expression reversed on itself, her wings flapping almost unable to contain her glee. Slowly rising from their cot, Jet Set, only adored in his simple pants, reluctantly levitated the leash over to his grip.

“Sometimes I wonder who is really in control of who…” The unicorn grumbled, pulling the naked flying pegasus to the ground. Pushing her hair aside, he carefully attached the leash to the loop around the back of the slave collar Indigo wore with a click. No sooner than it took Jet Set to give a few quick tugs to insure the leash was secure did Indigo Zap take off, pulling the unicorn with her.

“Whoa! Slow down girl! No flying!” Jet Set laughed. Indigo stopped in place, obediently dropping to the ground and resuming her trip away from camp on foot.

“You’re lucky we’re in the forest, Indigo,” Jet Set said with a smile, catching up to the pegasus, patting her rump. “Otherwise I’d have that ass of yours crawling everywhere we went…” The Pegasus shuddered in response to her owner’s words.

“Believe me, master,” Indigo cooed. “I’d much rather be crawling,” she said turning his way and winking.

Jet Set couldn’t help but stare at her in wonder of how far she had come. Before this whole changeling invasion ordeal she was more of a loose cannon. A pegasus who played by her own rules. If someone had told her that she would be a submissive cum-hungry sex slave to a stallion a while ago, that same someone would have never been seen or heard from again. And yet… here she was, happily being led by a leash attached to a slave collar she could never take off. Jet Set was thanking Celestia every night for his luck.

It took no small amount of restraint on his behalf. Having a beautiful mare like her offering herself to him every day. It would have been easy to just give into temptation and fuck her silly at the first sign of his hard on, but he knew he should save his sperm when it really mattered.

Cadence’s teaching, limited as they may be, had been taxing but rewarding on the girls. She described them as a loose ball of sexual energy that needed to be trained, like any pet, before it was prize winning material. For the stallions however, it wasn’t much work. Unless you considered resisting the urge to jack yourself off while watching their sessions as work. Then it was a ton of work. The mares would have found that extremely offensive, at least for the right reasons this time though. Self-pleasure was considered taboo, seeing as it should be left to a pony’s partner and not one’s own hands.

The pair continued to hike away from camp as Jet Set thoughts continued to wander. He knew the girls would be ready to infiltrate the changeling hive soon, but part of him couldn’t help but worry about another aspect.

“Indigo?” Jet Set asked suddenly.

“Yes master?” The pegasus replied, not breaking her walk.

“Why are you doing this?”

“Um, whatever do you mean?

“I mean, are you and the girls doing these things with us because Cadence told you it would help save our friends, or is it because you really want to?”

Indigo Zap pondered her owner’s question for a moment, considering how to phrase her words carefully. “I would be lying if I said it wasn’t because Cadence requested it of us that night. You know that silly. But….” Jet Set leaned in, desperate to hear her answer.

“I’ve really come to enjoy the things we do together,” Indigo said, adding air quotes while she emphasized the word ‘things’ and lustfully giggling. It’s just everything we do together, it drives my mind crazy! It feels more amazing than what flying, or my fingers, could ever give me! And you know…. I’ve had sex before, like duh, but this… this is miles ahead of that. I don’t plan on stopping anytime soon, now or after we rescue our friends from the changelings,” she finished with a smile, turning and giving the unicorn a quick kiss on the cheek. Quickly remembering her place she added, “Ummm, you know, if that’s ok with you, master.”

Jet Set could only grin in response. A perfect answer.

Finally the couple had reached their destination. A clearing on the path, overlooking a valley which held the recently risen sun above the horizon. Jet Set admired the view as he found his seat on a boulder. Indigo Zap quickly taking her place on her knees seated on the ground beneath him.

For some reason, Jet Set wasn’t having any of that. Pulling on her leash, the stallion pulled the mare up so that she was seated beside him, before promptly slinging his arm around her shoulder and pulling her in close.

“Whoa… forgot you like me up here, master,” Indigo said. “I keep on thinking where Cadence says we should be… below our owners.”

“Uh huh, and Cadence also said to make your master happy, no matter the costs. And your master says he wants you up here.” Jet Set said with a grin. The pegasus simply smiled and leaned into his side as they enjoyed the sunrise together.

“You knowwww, I was the last mare in our little group that Cadence confirmed to be pregnant last night…”

“Oh? Is being last something to be proud of now?”

“Well no… but I think I’m entitled to a bit more of a reward from a certain soon to be father, don’t you?” Indigo said with a lustful grin, sliding down and around between the stallion’s legs. Placing her hands on his thighs, she began loosening the simple knot that held Jet Set’s pants around his waist with her mouth, biting to pull them down. Her familiar friend popping out from its confines to greet her smiling face.

“Heh, well I can’t argue with that logic, missy,” Jet Set said as he leaned back and relaxed further. “Besides, the princess said all of you mares should get at least three helpings of cum a day down those throats of yours.”

Indigo Zaps express changed to one of pure feigned innocence. “Oh my… well, if we really have to.” Without wasting another moment, Indigo lowered her jaw, swallowing the length of her owner down.

Jet Set felt an electric pulse shoot up his spine as soon as the mare’s wet tongue made contact with cock. She started by running her tongue along the head of his member before making a wet descent along the smooth underside of his cock, her tongue leaving a slight trail of saliva as it made its way down the head to his balls. Not one to disappoint, she then tenderly sucked one of his hanging orbs into her mouth, bring a rather audible groan from her master.

“Fuckkkk, I forgot how good you’ve gotten at this, babe.” Jet Set grunted. The stallion tossed his head back as the mare responded by swallowing the remainder of his length down to its base in one smooth effort. Her tongue snaked out, coiling around the lower side of his cock.

Cock still lodged deep within her throat, Indigo looked up to meet his gaze, smiling lustfully as she watched her owner tremble as a direct result of her efforts. Resuming her efforts she began to bob her head up and down, the unicorn’s cock sliding smoothly in and out of her mouth and down her throat.

After several long minutes of expertly sucking her stallion’s hard cock, Indigo felt the dick within her mouth begin to twitch wildly. Her master tightly gripping the hair on the back of her head was a warning she didn’t even need to know what was coming.

Jet Set felt a potentially explosive climax about to crash down in his groin. Indigo wasn’t relenting, her head pistoning wildly up and down on him. He couldn’t take any more of it. Jet Set cried out as the pegasus’s mouth clamp down on his base, forming a vacuum seal on his cock as he exploded. A frothy stream of cum rushed up his shaft.

Indigo moaned in pleasure around his cock, sucking even more intensively as she felt her owner’s precious gift splash down in thick ropes and down her throat. Breathing through her nose and swallowed the enormous load down in gulps, desperately not wanting to waste a single drop.

Finally, Jet Set’s member stopped twitching and releasing it’s gooey nectar into his slave’s mouth. Only then did the Pegasus release her mouth’s air tight seal on his groan. Withdrawing back, Indigo made sure to leave her mouth wide open, showcasing the last large amount of her owner’s cum resting in her mouth. She knew he loved this.

“Goooood girl!” Jet Set with an exhausted lusty smile. “Swallow it all down now. It’s good for you after all.” He said, rubbing the back of her head lovingly as is to coax it down. His mare obediently complied, sealing her mouth shut and swallowing the payload whole. She felt the warmth traveling down her throat, joining the rest as it pooled in her stomach, sending a pleasurable tingling sensation throughout her body.

“Mmmmmm, yummy!” Indigo Zap said with a devilish grin. “Thank you for your gift, master.”

“Celestia above… how did I get so lucky to get a mare like you?” Jet Set exclaimed.

“Keep talking, master,” Indigo giggled leaning back in for some clean-up licks on her stallion’s length. “I’m the lucky one here.” Finally satisfied, Indigo pulled the pants back up Jet Set’s legs, retying the knot at his hips. With that done, she resumed her spot at her master’s arm.

“You’ve been such a well behaved mare lately…” Jet Set began, turning to the Pegasus with a naughty raised eyebrow. “I think you deserve that extra special treat you love soooo much.”

“You don’t mean….” Indigo Zap didn’t even get to finish her sentence before her entire body was picked up by her stallion’s magic. The mare’s form was easily held up to Jet Set’s head level, making sure to part her legs wide open. The unicorn licked his lips as he prepared his tongue to deal one hell of a lashing to his pet. He took much added pleasure seeing the pegasus’s entire body trembling in anticipation.

“Let’s see if we can’t get those cute little screams of yours to wake those lazy bums back at camp…”

~~~~~~~~~ ~~~ ~~~~~~~~~

“Well now… so nice of you to finally decide to join us, Ms. Zap,” Cadence said with a stern expression as Indigo Zap and Jet Set rushed back into camp. The entire rest of the camp was gathered around the fire pit.

“S-sor—sorry, mistress Cadence,” The Pegasus huffed as hurried into the mix, taking her spot on her knees next to her female classmates. It was obvious by her flustered face what had been going on, but no one deemed it necessary to bring it up. Jet Set walked over to where the over stallions stood above their mares, seemingly invisible to the alicorn’s glares.

“*Ahem*, Now that you’re finally here, Indigo, I think it’s high time you learned of the good news I was just discussing with the others. Despite your obvious tardiness, I believe each of you girls are ready. You’ve all performed wonderful in all aspects of your training. There is little doubt in my mind any changeling in the hive will be able to distinguish you girls apart from their other captives…”

The nude girls cheered and celebrated as Indigo breathed a sigh of relief.

“After all this… we’re finally about to dive into the belly of the beast,” She thought to herself. “I just hope to Celestia her plan works…”

“But Ms. Cadence,” Sour Sweet said, “What are we going to do mares who are freed from the changeling’s mind control controlling spell?”

Cadence froze in place. “W-Well, isn’t it obvious, girls?” She said nervously. The girls shook their heads. “We would… free them from the changeling’s grasp…. then…. ah yes, have our lovely gentlecolts here tend to whatever residual effects remain on their minds! The new mares will need to be placed under their responsibility after all…”

“P-Princess, surely you can’t be serious!” Fancy Pants stuttered.

“We’re talking about dozens and dozens of new girls entering the camp!” Neon Lights exclaimed. “Lemon Zest’s training alone almost makes my ‘little friend’, as she puts it, feel like it’s about to fall off most of the time!”

“Welllll, all the more reason for you fine stallions to rest up now and save that lovely baby batter for a new helpless slut that needs it, hmmm?” Cadence said feigning an innocent expression. “So off with you boys for now!” The princess declared, shooing them away with her hands. “I must prepare our five pregnant little slaves here for their mission into the changeling stronghold…”

~~~~~~~~~ ~~~ ~~~~~~~~~

“Deep breaths, Sunny Flare, deep breaths…” Sunny Flare thought to herself as she once again walked the changeling and mare filled halls of the hive. Changeling and leashed mare couples passed her by, paying her no mind. “Changelings are creatures who commonly use spies to infiltrate their prey’s homes before striking… it’s only fair that they have a few spies of our own among them now…”

It was odd, Cadence had issued them all into five different parts of the hive, but hadn’t specified who, or what would be there. But Sunny Flare had no reason to doubt the princess’s leadership! Her plan to train them was working perfectly! Not a single changeling was batting her a shifty eye.

“Remember Sunny! You’re a slut. You’re a whore. You’re no different than any other mare here!” She repeated in her head over and over as if it would help repeal any potential changeling suspicions.

The unicorn walked by a changeling with three mares that he seemed to have owned. She seemed to be just in the nick of time as the changeling jerking himself off only to promptly fire an ungodly amount of cum onto the three mares below him. The girls happily squealed as their entire upper bodies were sprayed, coating them in the thick substance. Only after the stream of jizz came to a stop did the group of mares tackle each other, tongues busy at work licking every inch and crevice the cum had landed on their fellow slave’s bodies. The changeling just grinned as he dropped down, thrust his still erect cock into the nearest hole he could find.

Last time Sunny Flare was here, similar acts had disgusted her to no end. But now, it just seemed kind of… nice.

“No distractions, Sunny!” The unicorn thought, walking swiftly past them. “I need to reach my destination, which should be…. right ….around…. here!”

“What the….” Sunny Flare had to cover her mouth to prevent herself from gasping upon arriving at the spacey room Cadence had sent her to. It looked as if it were some sort of…. sex dungeon! Straight from the seediest adult stores of Canterlot! All throughout the room there were various chairs, bars, and tables fit perfectly for a mare’s shape. On each of them, plenty of straps and rope could be seen, obviously meant for binding every limb a pony had to prevent any sort of movement whatsoever. Hanging from hooks lining the walls were an endless array of toys. Anything from ball gags, vibrators, whips, blindfolds, shackles, even inhibitor rings, all lined and ready for use in all shapes and sizes.

Just as the mare was about to start backing herself out of this room, a soft pair of hands were placed themselves on Sunny’s shoulders from behind, causing her to practically jump out of her skin. Turning around, the unicorn was meet by the friendly sight of a blue earth mare she had never seen before, trailed behind with a leash by a changeling she could only assume was this mare’s owner.

“Beautiful, isn’t it?” The earth pony spoke to her warmly.

“Yes… yes it is…” Sunny Flare replied, half nervously.

“I absolutely love it when my master brings me here to play. Being strapped down to these tables… mmmmm… it just helps remind me that I have no power…. that my master is everything.” The pony said, squeezing Sunny’s shoulders, rather hard. “Say… you aren’t new here, are you? Where is your owner?”

“He is… busy! Tending to my sister’s needs. She just got here and my master wanted to ensure he was the one who got to impregnate her…” Sunny Flare lied through her teeth.

“Oh you poor thing… hmmm, tell you what. You can share my master for today!” The friendly earth pony beamed, pointing to the unicorn for her master to see. The changeling drone grinned and nodded.

“Are-are you sure?” Sunny Flare asked nervously.

“Of course dear! He has more than enough steam inside him to please both of us!”

“Well Cadence did say to do whatever it took to blend in….” was the last thought the unicorn was able to get out before her entire body was picked up and quickly hovered over to one of the tables, limbs magically tied down as soon as they made contact was the surface with unnatural efficiency. The unicorn briefly struggled against the restraints, but they didn’t budge. She was utterly trapped here. At the mercy of this random drone’s desires. The earth mare casually walked up to, bending so that her gargantuan breasts hung down over Sunny Flare’s face as the pony fastened an inhibitor ring around her horn, followed by locking a ball gag in her mouth.

“You’re going to love this hun. First time with my master here… I nearly lost my mind….”

~~~~~~~~~ ~~~ ~~~~~~~~~

“Ohhhhhh fuck me!” Sugarcoat moaned to the drone thrusting into her soaking cunt from behind. Any further comments or requests the earth pony could have made were soon cut off as another drone shoved his member down her throat. Sugar Coat wasted no time, quickly running her tongue along the underside of her new friend as she started to suck his thrusting length.

A large surrounding group of mares cheered excitedly at this new mystery mare as she continued her split roasting. This mare had shown up out of nowhere and seemingly had the stamina of a steam train! She was on her 4th lover so far, and showed no signs of stopping after each drone pumped their loads deep into her! Any other mare surely would have been knocked unconscious from a pure pleasure overload.

“There’s something missing…” Sugarcoat thought to herself as her body was continuously fucked two ways, noting she was in full control of her mental faculties. “It feels great, but…. not as good as when Fancy Pants does it… Well, guess I’ll just keep blending in then…”

The changeling thrusting in from behind her released a satisfying hiss as he emptied his load into the mare’s already jam packed womb, the excess flowing out and down her thighs. The drone was quickly pushed away by another changeling, confident that he would be the one to finally tame this mare. Only time would tell how wrong he was.

~~~~~~~~~ ~~~ ~~~~~~~~~

Sunny Flare screamed into her gag, her cries reduce to nothing more than muffled moans through the ball gag locked in her mouth. The earth pony watching her simply giggled as she watched the helpless unicorn thrash against her binds as she reached over and pinched the mare’s erect nipple.

Sunny Flare could see nothing. The only over whelming sensation she would perceive was the tidal waves of pleasure crashing down between her legs. Something thick, long, and veiny was repeatedly forcing its way inside her soaked pussy. Unrelenting and unforgiving. She was helpless against stopping this changeling’s assault, powerless to prevent the incoming creampie that would pump into her womb at any moment now… she just didn’t know when.

As Sunny Flare’s very mind fought it’s hardest to remain sane, it dawned on her, even past her lust-clouded mind. This whole charade was no longer for simply blending in. She wanted this to continue. She was a slut, she was a whore, she belonged here.

~~~~~~~~~ ~~~ ~~~~~~~~~

Jet Set’s head collided with his pillow as he collapsed onto his cot. Snuggling deeply into its soft feel he whispered softly, “Mmmm, I’ve missed you my old stuffed friend. Did you miss me? Shhhh, Shhhhh, you don’t need to answer. I know you did…”

The other three stallions seemed to have a similar reaction as they fell onto this beds, needing no encouragement to follow Cadence’s advice to rest up before this new group of mares were rescued and brought back.

“Can you believe fellow gentlecolts?” Fancy Pants huffed. “Our manhoods aren’t going to be out of the woods anytime soon. Literally, I guess.”

“Even more girls to have sex with…” Royal Pin added. “It’s kind of hard to imagine even more of our female classmates acting like that. Not that I don’t mind that is…”

“I’m so nervouscited!” Neon Lights exclaimed. “Nervous because I don’t know if I’ll be able to satisfy that many mares but excited to try on my classmates! Dibs on Fleur Dis Lee!” He chuckled as he felt Fancy Pant’s glare cut him down from across the tent.

“Heh, you’re all a bunch of horny bastards,” Jet Set chuckled as he attempted to settle down and let his mind drift into Luna’s sweet embrace.

“I’m afraid there’s been a change of plans, stallions…”

The four men bolted upright instantly upon hearing this new mysterious voice. Was someone there? Who was that?

There, standing at the entrance to their tent was none other than Queen Chrysalis, grinning ear to ear as Princess Cadence stood happily leaning onto the changeling’s side posed as some sort of trophy wife. It didn’t take a genius to figure out what was going on….

“You changeling bitch!” Neon Lights shouted. “You’ve taken control of our princess’s mind again!”

Okay… maybe it did take a genius to figure out what was going on.

“Ugggg, seriously with the mind control…” Chrysalis scowled, rolling her eyes. “Don’t you silly ponies think if we had the ability to control so many ponies so easily we would have done so at this little cunt’s wedding?” Chrysalis asked, groping Cadence’s ass.

“Oooo!” Cadence responded in surprise. “I’ve missed that so much, mistress…”

The realization dawning on the four faces of the stallions was priceless.

“That’s right, boys,” Chrysalis cackled. “I’m sorry to say you’ve been played from the very start. Surely you saw this coming? The mares of my hive stay there, not through force, not through controlling their minds, but because they want to! It’s as simple as that...”

The stallions turned to one another, not knowing what to do or say in response to this absurd claim. They wanted to say there was no way that could be true, but a bell of truth rung in the queen’s words, and the stallion’s knew it knowing everything they had experienced over the past week with their mares.

“Now then… I hope you boys have said your goodbyes to your gender,” Chrysalis said with a devilish grin as her horn began to power up. “Because I’m afraid you are going to be—“ Suddenly, the pink alicorn by her side leaned up and whispered something unheard into the changeling’s ear.

“pst pst pst”

The changeling queen stopped her spell in its tracks. “Really now?” Was all she said.

“pst pst pst”

“All of them helped train the mares this time? It wasn’t just you?”

“pst pst pst”

“Have treated and fucked them as well as any changeling would do with their slaves?”

“pst pst pst”

“Really? They even did that? Where in the world would they even find a ladder out here?”

“pst pst pst”

“I see…… well now…. this changes everything…” Chrysalis said as Cadence withdrew from her ear, smiling proudly at the four men. The changeling’s eyes darted back and forth across the tent, checking over the stallions with hard eyes.

“Another change of plans, boys,” Chrysalis spoke, now grinning again. “You will not be turned to the female gender, but rather join me and my lovely slave here in the hive, as the men you are. You’ll be given your own private quarters and I’ll inform my men to return your pets to its location. After they’ve had their fun with them that is…”

The four stallion’s jaws gaped open as if they had just won the Equestrian lottery. They were even more confused about the whole situation now! What in the wide world of Equestria was going on?! Before any of them could question the queen on her complete reversal of intentions, the queen’s horned glowed green, teleporting the four men away to her home, leaving nothing but dust behind.

“Never thought I would see the day…” Chrysalis mumbled. Turning to Cadence she spoke, “Come slut! You and that lovely ass of yours have much to make up for during your vacation!” Cadence giggled as her waist was grabbed, Chrysalis teleporting them away as well, leaving the camp deathly still…

~~~~~~~~~ ~~~ ~~~~~~~~~

“Huh… well this seems kinda nice, I guess…” Neon Lights commented, observing their apparent new home located in the depths of the hive that had been reserved for them. It appeared to be a spherical shaped room, it along with the door, appeared to have been carved directly from the sub-terrain rock itself. A round hip-high cushioned table sat directly in the center of the room, surrounded by a large half circle couch that wrapped around it. Neon Lights could have sworn he saw a Quills & Sofa price tag still hanging off the side.

“It’s a lot less…hostile than I imagined it might be,” Royal Pin added, kicking the assortment of colorful pillows that littered the room. He could still hear a steady stream of lustful screams and moaning coming from down the tunnel, but he had given up being curious why quite a while ago.

“I say, do any of you fine ponies find this whole set-up a tad odd?” Fancy Pants asked the room. It was more than obvious this would take some getting used to.

“It’s not nearly as odd as this!” Sugarcoat interjected, entering the room along with Sour Sweet, Indigo Zap, and Lemon Zest. Sunny Flare and Cadence however, remained nowhere to be seen. The three mares rushed up to their respective stallions, wrapping their arms around them in a tight embrace as Sugarcoat handed something to Fancy Pants.

“I’m so glad you’re okay, Zesty!” Neon Lights exclaimed ecstatically, hugging the green music mare. “They didn’t hurt you, did they?”

“Well, um no… not really,” She replied, looking down nervously as she pushed her two index fingers together. “It’s kinda weird. I-I’ll tell you later.”

“……Zesty?” Jet Set asked the stallion, grinning wildly.

“Quiet you,” Neon Lights shot back.

“What’s this?” Fancy Pants asked, grabbing the item Sugarcoat handed him. Unfolding it and examining it closely he continued, “It looks like some sort of pamphlet…”

“Of all the rules us mares are expected to follow while we’re here in the hive,” Sugarcoat added.

“Seriously? That seems a bit far-fetched. Really… who makes a pamphlet for something like this!?” Royal Pin asked.

“Maybe a bookworm with too time on her hands…” Sour Sweet said. “… Well?! Stop hogging it! Let us see!” With that Sour Sweet grabbing it from Fancy Pants’ grasp. Unfurling it, the mare sat her rump down on the cushioned table, as the other three nude mares gathered around her as she read out loud.

“Let’s see… Welcome to your new home in the… yadda yadda yadda… we know you’ll enjoy your stay… blah blah blah… oh here we go! The rules section!” Sour Sweet exclaimed, turning the page. “Huh, didn’t think a place like this would have so many…”

“Mares are prohibited from wearing any sort of clothing or other coverings that can conceal their bodies. Mares must be collared at all times to be permitted stay inside the hive… Well that seems obvious enough! Not like we can take these things off. *Ahem* Anyone who accepts a collar around their necks surrender all rights as a pony and are considered a sex slave and pets for life. Slaves must be obedient and obey any order or command given to them by their owners or other males, sexual or otherwise.”

“Yeah yeah,” Sunny Flare interrupted. “Cadence already taught us all this stuff. Get to something new already!”

“A slave is considered owned by whoever currently holds their offspring inside her womb. When the time comes for them to give birth to said offspring, a female will then be up for prospective ownership from whichever new master that chooses to impregnate her first. A slave’s owner holds primary control over said female, but is also responsible to see to each any every primal desire of their slaves are met.”

“Damn… we’re responsible for that?” Royal Pin couldn’t help but comment. “Why do the guys get it so hard in this thing?”

Ignoring the statement, Sour Sweet read the last rule aloud. “A slave may, however, be traded to over to other masters at their whim. A female’s opinion regarding whoever her owner may be is irrelevant.”

“Irrelevant…?” Jet Set pondered to himself. For some odd reason, that last rule alone just sounded the most wrong… His thoughts were quickly scattered as he felt a slender pair of arms hug around one of his own.

“You wouldn’t trade me away, master… would you?” Indigo Zap asked him, looking up with large eyes as if fearful of her expected response.

“Of course not!” He replied, giving her a loving pat on the head. “Don’t start thinking I’m a changeling now, heheh.”

“I know, I know,” Indigo Zap smiled as she hugged his arm tighter.

“But… how would you feel about the prospect of me owning other mares, in addition to you?” Jet Set asked curiously.

“It doesn’t matter what I think, master,” Indigo Zap replied warmly. “My owner can do whatever he wishes if it pleases him. If you are happy, then I’m happy.

The unicorn squinted his eyes at her. “That’s a changeling answer, Indigo. How do you as a pony actually feel about me owning other mares?”

The Pegasus blinked and withdrew from his arm, obviously taken aback from her owner’s responsible. “I…umm, I hadn’t really thought about it like that…” Indigo Zap said, momentarily confused. That seems exactly what Cadence would have wanted her to say in order to please her master. So why didn’t it work? “I g-guess I would be a tad jealous of sharing others with you… B-but your happiness really is important to me! So, maybe…. one or two extra girls with me? I guess? Since you asked and everything… I know your limits after all,” Indigo said with a warm smile. Her unicorn quickly returned it with a smile of his own.

“Well… I don’t know about you lover boys,” Royal Pin announced to the room, “But I don’t want to stay cooped up here all day…. Or night… whichever one it is. Might as well make the most of whatever… this is.” With that the stallion grabbed one of the many leashes hanging from hooks attached to the stone walls of the room. Sour Sweet happily jumping up and skipping over to him, turning to allow him access to the loop on the back of her collar. “According to the map on this pamphlet there’s some giant hot spring in this mountain. Though, it looks kinda confusing with all the overlapping tunnels and all. Might take us a while to find it. You guys want to come with? Sure as heck beats the camping life.” Clicking the leash into place onto his pet’s collar, the couple made their preparations to leave. Only to notice a large black figure was now blocking the door.

“Mmmmm, not so fast my dears,” Chrysalis spoke suddenly, grinning from ear to ear again. Royal Pin and Sour Sweet quickly backed away from the entrance in perfect unspoken unison. Once again there stood the leader of this whole ordeal. The perpetrator of everything they were fighting to fix. A symbol of pure evil in their minds, but also as naked as they were, though hard to ignore the extra appendage dangling between her legs this time. By the looks of which, it had been recently used. What exactly did she want with them?

“Why don’t you ponies have a seat? Right over there… I believe we are overdue for a little chat, now that you’ll be spending your time in my home that is...”

The stallions exchanged nervous glances with each other briefly before quickly taking their seats on the long couch, their mares joining them at their sides huddled in close. No one dared take their eyes off the Changeling Queen, almost half expecting her to pull some stunt at any moment.

Once Sugarcoats rump was firmly seated in Fancy Pants bare lap, Chrysalis began speaking, approaching the head of the table. “Now… I know we may have gotten off on the wrong foot. What with me almost turning you men into women, and you sending spies into my home to steal one of my most precious pets away. But I was hoping that perhaps… we could put all that behind us. In all honestly, I would very much like it if we could become friends…”

It was the group’s turn to convert their suspicion stares into pure confusion. Not just by the Queen’s request, but by the fact that she actually seemed sincere when she asked! There’s was no tone of subtle mocking or impish glee she would get from making a fool of them. What was the deal with her being so nice lately?

“Y-you want to be friends… with us?” Neon Lights asked finally at the dumbstruck silence pasted. The changeling queen nodded and gave them a friendly smile. This was weird. Really weird. But Neon Lights couldn’t help appreciate the irony of the moment thinking this was now considered odd while the packs of changeling mare couples not even a block away mating like rabbits was more normal. What exactly was the Queen’s angle? If she wanted them gone, she could have easily destroyed them by now, so it couldn’t be that.

“Why…exactly…?”

“While you may not realize it yourselves, but your little group is actually quite special. You mean quite a large deal to me and my men, and more than you might think. Because of this, I would very much appreciate it if we could get along and learn from each other. Before the stallions could pester the Queen with more questions about what exactly she meant, Sugarcoat interjected.

“Where is Sunny Flare!? What have you done to our friend?”

“Oh, that mare?” Chrysalis spoke, turning her gaze to meet hers. “Well, you see… slaves are not permitted to own other slaves here. I think we could both agree that would be a tad silly,” Chrysalis said with a light chuckle. The group simply exchanged awkward glances in response. “Since Cadence has returned back to the hive, rights of that particular piece of property was transferred to me, her owner. I, in turn, gave her away to one of the guardsmen stationed outside my personal quarters with Twilight’s friends. Cadence has grown quite close to the mare and desired her to be kept close. I’m not a heartless ruler after all. You are free to visit her at your leisure. She seemed to be rather enjoying herself late time I saw her…” The four school mares breathed a quick sigh of relief. The men on the other hand didn’t appear quite as convinced.

“Oh, what’s wrong boys? Startled to see the big bad queen of the changelings can actually be nice? Ha!” Chrysalis laughed.

“Well… yeah?” Jet Set said. “After everything we know you’ve done?”

“Me? What about yourselves, dearies?” Chrysalis returned. “You should know I’m not deaf to all the tales of what stallions do to other mares outside of my hive.”

“You mean those mindless heathens roaming Equestria? Raping and physically assaulting any mare that moves?” Fancy Pant snorted, crossing his arms across his chest defensively. “You would do well to note we aren’t, and never were anything like those animals.”

“Oh, I’m well aware. Cadence gave me a full report on your little team, vouching for you gentlecolts. If she hadn’t you wouldn’t have been treated with the regard you have received up until now,” Chrysalis said, still maintaining her happy outlook. “You stallions were the first group we actually encountered that weren’t actually seeking to harm your fellow mares, but actually help them. As for the other stallions however, whether they succumbed to peer pressure or blue balls from their missing mates, there is simply no excuse for their actions.”

“That may be true,” Royal Pin said. “But don’t you hold yourself the least bit responsible yourselves? You did abduct almost all of their lovers.”

“My swarm needs to feed, dear. Had it not been you ponies then it would have been the Zebras, or the Gryphons, or anyone else from the lands beyond. And trust me, we had a perfectly good reason for picking you ponies,” Chrysalis finished, licking her lips lustfully.

“Abducting thousands upon thousands of girls to feed yourselves with their love… is that how you justify this?!” Jet Set spat at the Changeling Queen. Almost instantly, Chrysalis dropped her friendly demeanor, turning to shoot the unicorn a deathly stare.

“I justify nothing! There is none of your precious moral high ground here!” Chrysalis spat back. Jet Set quickly shrinking back into his seat, regretting his outburst. Calming herself quickly from her momentarily outburst, she continued. “If you were to be attacked by a pack of timber wolves… would you argue with them over ethics or their right to eat you? Mmmm, I didn’t think so.”

“But if your group is so hard pressed at hating the ‘villain’ here, you should be aware of the fact, not us, but you. Oh, and I’m not referring to you stallions now. I’m talking about long before my swarm even crashed my love slut’s little wedding.”

“You see… before all of this, I had practically written off ‘stallions’ as a lost cause. A pack of pathetic excuses for ponies. Not even deserving the pedestal that we hold mares at. Seeing their roving gangs of rape crazy raiders now only reinforced my beliefs in them. Only through gender swapping them over to being female is it finally revealed to them what they should have done all along.”

“What… do you mean, Chrysalis?” Neon Lights asked. “You mean not forcing themselves onto other ponies? I don’t think you would need to turn them female to reinforce that…”

“That is a valuable point, but it was not mine. You see… quite a while ago, I sent my spies out to scout the world of potential feeding subjects. Equestria, the Zebra Nation, the Gryphon Kingdom, even the Yaks to the far north. It was obvious from my reports that Equestria had more love than any land we had every encountered. But we saw something odd about it… something that infuriated my men to no end. In the end changing our cause to not just feed ourselves upon your love, but to help you as well.”

“And what could that have possibly been?” Fancy Pants asked curiously. Helping ones prey seemed like a ridiculous notion.

“I am a firm believer that mares are perfect creatures. They’re smart, beautiful, kind, and submissive by nature. However… your pathetic warped pony society has transformed them into something truly abominable. Something they were never meant to be. Barring them from being as happy as they should truly be! Completely rejecting their submissive and docile nature.”

“Everywhere my spies looked they saw mares. Mares masturbating in bed, mares masturbating at their jobs, doing their chores, in the bath, even some mares choosing to masturbate in the back rows of their classes,” Chrysalis said, casting a glaze over to Lemon Zest. The music pony quickly shifted her eyes from side to side to see if anyone had noticed. “And at such high frequencies it was as if… their bodies were crying out for help. Even though there was usually a stallion playing with himself, not even a stone throw away with a perfectly functioning cock that could have serviced her and lead to a much more pleasurable outcome for the both of them.”

Jet Set gave an audible gulp. He didn’t like where this tale was headed.

“Even by some star-crossed miracle a stallion managed to find his way to a mare’s bedroom, the results were… to say the least, disappointing. Take my little moon-slut Luna, for a prime example. She often sneaked away late at night to fool around with the royal guard. The royal guard. Some of the largest, strongest stallions in all of Equestria. But even they couldn’t satisfy her correctly. Despite knowing she was one of the most powerful ponies in all of Equestria, they couldn’t help but worry that if they fucked her holes to hard, she would break. It was as if she were made of glass. The mare herself might have came, but I like to think her body was doing it as a result of pure pity. Never once did it cross their minds to actually dominate her, or make her into their permanent plaything.”

“All of this! All of this only served to perpetuate the endless cycle, insuring that mares would never evolve into what they’ve always meant to be!” Chrysalis growled, looking rather angry, only serving to cause her entire audience to tremble in fear. They hoped she wasn’t about to take this out of them… They were relieved when she continued in a more calm tone.

“So… my swarm invaded during Cadence’s and Shining Armor’s romantic wedding, seeking to make some serious changes to a land that so desperately needed it. Well… as you are aware, that didn’t turn out so well for us. Of course, I never blamed you ponies for that. The mares had never known a better life, they had no idea they were rejecting a once in a lifetime golden opportunity landing on their front doorstep. Fortunately for them, I was never willing to give up so easily. A quick revision of strategy was all that was needed for another attempt, but at Ponyville. This time, we made sure the mares knew of our true intentions clear from the very start. It was a simple matter after that, their own bodies handed us a complete victory on a silver platter. Oh, it was truly a beautiful sight to behold, girls. One that I wish all of Equestria could have witnessed. Mmmm, mares literally tore away their own clothing, and threw them into the fire. Pouncing on my men’s cocks as if they were their long lost lovers. Afterwards, my swarm’s moral was at an all-time high. But we needed more. You ponies needed more.”

“The elements of harmony were the real threat to us. With them happily in our control, the remainder of Equestria easily fell. Canterlot, Manehattan, The Crystal Empire, Cloudsdale, anywhere we went, there was no shortage of females seeking to throw off their tops and copulate with the so called evil enemy. Most didn’t even hesitant to throw one of these collars around their necks,” Chrysalis said, grinning as she idly rotated a spare changeling sex slave collar in her hands. “A collar that can never be taken off and forever marks them as our property. Heh, what more proof do you need?”

Jet Set was biting his thumbnail now, deep in thought. “Well… the girls did except the collars rather fast when we offered it to them… Ugggg, I hate it when they make convincing points!!! Where’s Tirek when you need him? That was an obvious bad guy who was so easy to hate!”

Chrysalis continued. “So, in the end, my changelings are happy feeding off our new slave’s love, the mares are happy finally having their true desires stated for once, and the stallions are punished for having us do their job. Something they should have been doing since the very beginning. Almost everyone wins.”

“Soooo, you wanted every stallion in Equestria to own a bunch of mare slaves like this?” Neon Lights asked. “Isn’t that a bit extreme?”

“HA! Don’t pretend to be one of those high horse stallions you used to be. You aren’t.” Chrysalis bellowed. “Just look at yourselves! Sure, before all of this you were repulsed by the very idea of owning another mare. Oh dear! You couldn’t even imagine such a ghastly thing! But when the opportunity to own these four lovely mares here presented itself to you, you all agreed so quickly you forget to even pretend to hesitate. And don’t even try to convince me you both aren’t happier now than before your new relationship.”

“Well… she’s kinda got us there…” Neon Lights admitted, Lemon Zest nuzzling into his arm.

“The story would have ended there with a happy ending ever after, but…” Chrysalis said, tone growing more serious. “You stallions came along. You four were the exceptions. Proof against everything I had thought about you males until now. Proof against everything I believed to be fact. That maybe… maybe stallions are capable of treating a mare properly. Training and handling her, even servicing her needs. If so, who knows how many else out there I may have overlooked. After all, a mare can be trained, I see no reason a stallion can’t be as well.”

“However… before I get my hopes up I have to remember that you are the very first stallion slave owners, and you mares are the very first slaves that have been trained by a stallion. So... I am going to need to inspect one of you lovely ladies and make sure you are up to par with our standards.”

Without another word, Indigo Zap’s body was enveloped by a shroud of dark green magic, pulling her from Jet Set’s arm and plopping her flailing body onto the table above.

“You’ll do nicely. Come forward, whore,” Chrysalis ordered. Although nervous, Indigo Zap quickly crawled across the table to where Chrysalis stood waiting, falling back so she sat on her knees as the Changing Queen’s eyes roamed across her body.

“Mmmm, a pegaslut. Very interesting choice for a unicorn…” Chrysalis spoke with a wicked grin. Indigo Zap could see out of the corner of her eye that the queen’s magically member hanging between her legs was slowly beginning to harden.

“Followed a direct order without issue… sitting with excellent posture, back arched forward to better pronounce these wonderful tits…” Indigo Zap couldn’t help but blush and smile at that comment.

“Body in excellent shape,” Chrysalis said running her hands up and down the sides of the pegasus’s body, causing the mare to quiver to the touch. Lowering the mare’s jaw with a finger, Chrysalis peered inside. “And a lovely little mouth, which by the looks of it, is well practiced with pleasing some cocks within in!”

Royal Pin leaned over to Fancy Pants. “How did she even know that?” Fancy Pants just shrugged.

Chrysalis’s magic yanked the thighs of the Pegasus apart slightly, making a path to insert two hooked fingers into her pussy.

“Excellent… completely soaked. Her cunt is practically begging to be used. Like it should, of course…” Pushing the mare so her back fell to the table, Chrysalis pulled her legs off over the end of the table, leaving Indigo’s quivering passage on the edge, perfectly aligned with the queen’s imposing member. Cranking her head up, the Pegasus couldn’t help but notice that the queen’s cock had extended to its full length, now pulsing with anticipation at the prospect of being used.

“May I, Mr. Set?” Chrysalis asked the unicorn as the others watched with their eyes glued. He nodded, fearing what would have happened if he denied her, or the thing between her legs, what they wanted. Indigo Zap on the other hand, made a mental note she would really need to accustom herself to potential lovers asking other people for permission to have sex with her.

Nodding, Chrysalis leaned forward, placing her hands on both sides of Indigo’s hips. The flaring head meet the quivering folds of the pegasus, parting them at an agonizingly slow pace as it pushed its way inside. Indigo squirmed as she felt the foreign intruder slide against her walls. The hands on her hips kept her still.

“Shhhh dear, don’t fight it. Accept it. This is what you were always meant to do,“ Chrysalis cooed in an attempt to comfort the shaking pegasus. The mare gave a weak nod as she steeled her nerves for what was to come.

Chrysalis looked down as she sunk her magically member even deeper into the depths of the girl’s cunt. The sensation of the moist, tight hole was practically delicious on her cock. She could already taste the love beginning to flow from the mare. Inhaling deeply as she took it all in. She was forever thankful extracting love for their slaves wasn’t painful to the girls in the slightest. Couldn’t have their endless supply running out anytime soon, could they?

Digging her hands into the pegasus’s hips she continued pushing, her magically cock sliding inch after inch up into her squeezing hole at an agonizingly slow pace.

Indigo gasped as she felt how thick this changeling’s cock was. It was leagues ahead of the other drone’s she had just recently accepted between her legs. She even felt thick tiny buds along the sides of the shaft the rubbed up against her inner walls. Those same walls instinctively clamping down on the girthy intruder, causing Chrysalis to grunt in pleasure.

The queen had grown impatient now as she ceased with the gentle intrusion and began to really pound into her. Indigo responded with a scream of pleasure as she felt every inch of the massive cock plunge into her. She wiggled her hips, feeling the bumpy veiny cock slid around, rubbing her inner walls, bringing her endless ripples of ecstasy. The hardened athlete seemed fragile in comparison to this monster, however, she was taking everything the queen had to offer like a true slut.

“Ahhhh! Fuck me harder you big-cocked changeling cunt!” Indigo howled, her nails digging deeper into the cushioned table.

Chrysalis wasn’t going to allow her to get away with that comment so easily, as she began to pummel even harder into her tight pussy. She pulled her member out almost entirely before promptly slamming it back in like a battling ram. Indigo screamed and grunted in pain but above all the wonderful pleasure as the queen gripped her hips even tighter, rutting her supine form in full force. The queen’s thrusts almost felt like an animal as they traveled in and out of her. Chrysalis appeared to be sweating, clenching her muscles and hissing, indicating that the mighty queen was swiftly approaching her limits.

As if on cue, Indigo moaned as she felt her impeding climax nearing as well. The changeling queen rubbed against her clit with every deep thrust of her cock, bringing her mind to the brink of collapse.

Finally, she could take the overloading sensations no longer. As the magical cock continued to pound into her, her orgasm exploded. She screamed out loud as pleasure radiated through her loins. Her pussy began squirting juices all over the queen’s cock as it clamped down tightly.

The mare’s natural stimulations were more than enough to finally set the queen off after her. Letting out a throating moan as she barred her teeth, burying her cock as deep as it would go into her womb. Her hanging balls tightened as her potent semen rushed her up shaft and shooting out into the deepest regions of her marehood. Indigo’s eyes shot wide open as she gasped and involuntary jerked her pelvis. Her pussy doing everything it could to milk the thick changeling cum out of the queen by tightening her walls around it. The hot cream filling her up in several spurts sloshing up into her womb and bathing her inner walls. Feeling the passage had been filled beyond capacity, Chrysalis pulled out firing another several strands of hot spunk onto the mare’s pelvis, pussy lips, and asshole.

Finally, the stream of expelling semen came to a halt. Chrysalis collapsed back onto the wall, leaning up against it for support as her knees struggled to keep her standing. Indigo to was panting and sweating as she basked in the after waves of such an intense fuck. Her blue hair was completely disheveled as a tiny bit of drool escaped from her mouth. Their audience however, was still staring at them with a rather dumbfounded look matched with gaping jaws. Some however, were starting to conform into proud smirk. Chrysalis, slightly irritated that the pegasus was conscious, composed herself quickly.

“Well then… you are lucky, slut. Had Cadence not warmed myself up before my arrival here, I will assure you that you would have been out for at least an hour!” Chrysalis scowled. Jet Set rolled his eyes.

“Speaking of Cadence though, little ponies, I feel that I should inform you that if you hold any resentment to the young lady for her betrayal on you, know she will be severally punished.” Approaching the still exhausted pegasus lying on the table, Chrysalis softly rubbed her fingers along the soft belly of the mare, seeming to frown slightly. “Not for her betrayal however, I am quite proud of her for that,” she said with a smirk. “Her punishment would be for failing to retrieve these mares with their wombs vacant for my men!”

Neon Lights gave an audible gulp. Now holding slightly less aggressive feelings to the alicorn princess. Had she not allowed the mare’s to be impregnated by them, they shouldn’t would have been claimed by some random changeling drone by now!

“As for your little group…. I’m happy to say this cunt is one of the finer breeds my hive has to offer. You stallions should feel free to hold your heads high knowing you trained such fine examples of a proper mare.”

The grouped breathed a sigh of relief, save for Indigo Zap who was still panting on the table exhausted and covered in dripping white changeling cum.

“You are all welcome to stay in my home for as long as you like. You stallions will be treated as honored guests and given full rights to match the authority of my drones. So please, feel free to sample whichever mare happens to wander you way,” Chrysalis said with a devilish smile.

“Ummm seriously…?” Royal Pin asked, still confused. “You do realize we were working to overthrow you for weeks on end in the camp, right?” Fancy Pants dealt his face a smack for that question.

“Oh, I am well aware of your activities. In fact… I welcome you to continue on trying!” Chrysalis laughed. “Heh, by all means! Try convincing a group of mares to see if they want to leave, or even take a blade to my throat while I sleep! Ha! Maybe then you’ll finally see… our rule over you ponies is as permanent as these collars,” Chrysalis cackled, flicking the ring of material that rested around Indigo’s neck, yet refusing to move from its spot. Chrysalis withdrew from the room before the men could even respond, her laughing easily heard as she traveled back down the tunnel and away from them.

“So… what do we do now, guys?” Neon Lights asked the group as soon as they were alone. “Can we do anything? Should we even do anything?”

Jet Set pondered the prospect for a long while. “Well….”

Changeling Usurping Nerd Team (Part 4)

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

Newest Additions (Part 1)

Author's Note

No detailed clop scenes in this chapter other than the normal general naughtiness. This chapter is mostly meant to serve as the set-up for the next segment.

Newest Additions (Part 1)

“Push Aloe! Push!” Nurse Redheart ordered from between the legs of the pony who laid strewn on the infirmary bed.

Chrysalis stood watch outside as she patiently listened for any signs of problems that would require her aid. Her new so called ‘master’ had allowed her to oversee the rounds of birthing of the new changeling spawns. Naturally, the group of mares were entirely from Ponyville who had been successful impregnated on the initial invasion. It was only normal after the appropriate amount of time had passed that many of them would start going into labor one by one. At which point they were rushed down to the hive’s infirmary for immediate medical attention. To the mares much welcomed relief, giving birth to a changeling spawn was not nearly as hard on one’s body as a pony foal.

Chrysalis’s ear perked out as she once again heard the unmistakable sound of a newborn spawn crying for the first time.

“It’s a boy!” Nurse Redheart exclaimed with glee. Suddenly, Chrysalis rushed into the room, eyes flaring.

“SHUT UP!” Chrysalis screamed in frustration at the white pony. “Yes it’s a boy!! They’re all going to be boys!!! It wasn’t amusing the first sixty-three times you said it!”

“Geeeeez, sorry Chrysalis….” Nurse Redheart replied back as she plainly wrapped up the newborn baby in a blanket before handing him back to his mother. “Not my fault we’re on the same level now….” She added under her breath.

“What was that?” Chrysalis shot back.

“Nothing!..... sister,” The nurse replied, merrily skipping away to tend to over patients as Chrysalis’s eye gave an involuntary twitch.

However aggravated the changeling queen may have been, it brought her heart some warmth witnessing what was becoming a more common reaction from the new mothers.

Lotus stood there, proudly congratulating her fellow spa sister as the earth pony lovingly cradled the newborn changeling in her arms. The baby had stopped crying for the time being as Aloe planted a kiss on his forehead.

“Not even the same species, and yet… they love them just as much as one of their own… Just another reason why I love these creatures…” Chrysalis thought to herself with a smile. “Stallions on the other hand…. ugggg.” She added, feeling her ever present slave collar still around her neck. "I have a permanent reminder of how much I hate those things…”

“Miss Chrysalis?” Lotus quietly asked the changeling queen who had strangely been staring at them for quite some time now. “What is to become of all ze newborns?”

Chrysalis blinked in surprise to the sudden question. Quickly wiping her smile off her face she stated, “They will all be taken to the nursery, where they will tended to and cared for around the clock. You may visit your own whenever you so wish. Keep in mind, however, that the surrounding area is strictly off-limit to any promiscuous behavior…”

That answer seemed to please the two new mothers as they smiled and went back to adoring their new children. It was a wonderful sight for Chrysalis, who felt like nothing in the world could possibly ruin this day for her... that is, until she heard a certain somepony cry out again.

“It’s a boy!”

~~~~~~~~~ ~~~ ~~~~~~~~~

Later in the hive, the majority of Team C.U.N.T resided in Queen Chrysalis’s chambers, relaxing as always with their favorite pastime.

“You know, Lemon Zest, Mr. Neon Lights here has saved our lives more times than we can count,” Luna smiled as she lied through her teeth.

Quickly pulling her master’s cock from the wet confines of her mouths, Lemon Zest quickly asked, “Really??”

“Oh yes,” Celestia now added, as she crawled over the two kneeling slaves, tending to their sitting master. “Dragons, timber wolves, hydras, you name it, he has bested them all singlehandedly. Our master is a well renowned hero in Canterlot…”

The earth pony’s eyes widened in starry amazement. Quickly she retook Neon Light’s member into her mouth as she started sucking with much added fervor. Cutely staring up to meet his gaze from between his legs as she frantically bobbed her head along the stallion’s length. Neon Light’s head rolled back in addled bliss as his two princess chuckled mischievously from his sides.

“C-Cadence! Wha-What are you doing?” Sugarcoat exclaimed elsewhere in the queen’s chambers. The mare had been peaceful napping on one of the large new bed brought in when her arms and legs had been suddenly yanked to each corner of the bed. Cadence stood above her grinning with a smug look as her magic easily held the pony’s limbs in place. Four lengths of ropes snaked out from under the bed and expertly tied themselves to Sugarcoat’s wrists and ankles before pulling themselves to the corner bedposts.

“Well… seeing as our wonderful master is currently out reacquainting himself with his lovely super model girlfriend… that leaves you all to me…” Cadence cooed seductively as she knelt down and softly cradled the trembling mare’s face. “You know my ass is still sore from everything he’s to me in that dungeon… so what better way from me to have a little payback than from him to return to find his precious slave a drooling unconscious pile of flesh?” Leaning in closer to the bound mare’s ear she whispered, “This isn’t that light training I put you girls through in camp. Here… all bets are off.”

“…..Help… anyone?...” Sugarcoat called out nervously. Despite her plea, it was obvious she was eager for whatever was about to come her way.

“Oh dear! We can’t have any of that now!” Cadence said, mocking surprise as she levitated a ball gag over to the helpless mare’s, fixing it into place in Sugarcoat’s mouth.

“Absolutely not! Out of the question!” Chrysalis could be heard exclaiming to Jet Set as Sugarcoat’s muffled moans began to surface.

“Come on, Chrysalis. It’s a simple low risk mission your scouts have reported. Two stallions. Nice and friendly. We’ll see if they are open to recruiting to your changeling ways. And we’ll even have a shot at all the mares they are guarding too!”

“After the headache you four alone have caused me, what in the world would make you think that I would want more of you cretins around?!”

Jet Set raised an eyebrow to that comment. Sure, he technically owned Chrysalis as a slave and could simply order her to comply with his demands, but that would be extremely detrimental to the point he was trying to make.

“Please...” Indigo Zap practically begged the queen now as she joined in. “You only serve to gain from this! Just wait awhile for the Ponyville mares to recover from their ordeals, give them some clothes to wear and teleport them in to talk to these stallions and mares! The Ponyville mares know these men, they are friendly ponies! I’m sure they will be open to changeling customs if you give them a chance to talk them into it!”

“Do not think I will be more complacent with these stallion demands simply because they are coming from a mare’s mouth,” She spat, turning her head back to Jet Set. “You want to give them clothes to wear now?! Are you insane!? Did your mother drop you on your head? Or has my so called ‘master’ let the thought of new girls to add into his precious harem caused all the blood in his body to rush to his cock rather than his pea-sized brain?!” Chrysalis spat, a smug grin growing of her mouth at that last comment.

Jet Set, however, showed no emotional reaction. “Bed… now,” He ordered plainly with an authoritative voice.

Chrysalis smug instantly vanished. “Hmph! Fine! Is this your plan now? My big bad master thinks he can spank me into servitude?” She added as she reluctantly trudged over to their now shared bed. Her bare breasts pressing up against the covers as she laid face down onto it. “It’d like to see you try!”

As Jet Set calmly straddled himself over her, Chrysalis braced herself for the inevitable sting slapping down onto her rump. However… that punishing sting never came… Instead, she felt two tender hands grasp her shoulders and started to gentle massage her flesh.

“W-What in Equestria are you doing?!” Chrysalis asked in pure surprise.

Ignoring her question, Jet Set simply commented, “My my, so much stress back here… your shoulders are so tense…”

“Stop it you – oh…” Chrysalis practically moaned as Jet Set’s hands found the sweet spot on her back. The changeling’s body noticeably relaxed into the bed with a sigh of relief.

“Now then…” Jet Set cooed as his skillful hands continued working away at her back. “What could have possibly gotten my girl so worked up over lately? I could have sworn letting you oversee the newborns down at the infirmly would have brightened your day…”

Chrysalis grumbled through her still smiling mouth.
“…Blasted incompetent nurse… and her annoying ‘it’s a boy’ obsession.”

Jet Set knew better to inquire deeper on what she meant, less opening up a deadly can of worms. Instead electing to change the subject altogether. “I know it must be hard on you, Chrysalis. What with all your drones, happier and more powerful than ever under your rule, and yet just narrowing avoiding a mutiny from them. They should be grateful with all the mares and love you have given them, and yet, I would wager they haven’t thanked you once…”

The changeling queen simply grunted in response, as the stallion’s massaging hands slowly worked their way down her back.

“Well you know what, Chrysalis? I appreciate everything you’ve done for us. You were right, we are all much happier now than we were before. Isn’t that right, Indigo?”

The pegasus nodded from the side of the bed adorably. Chrysalis just moaned and smiled as her master’s hands worked themselves even lower towards her rump. She knew that stallion was trying to butter her up so she would go along with his plan. She didn’t care, she was simply enjoying this treatment too much. But that didn’t mean she was going to let them off so easily.

“You know…” Chrysalis started, “You stallions still have yet to reveal your secret love producing techniques to me as per our arrangement...”

“Oh? Haven’t we now?” Jet Set replied casually, not stopping his hands. “Take a look around you if you want the first lesson. Notice Neon Lights over there as a prime example. He just acquired the two alicorn princesses, a single one of which, would have had any normal stallion selling his soul for a mere taste of, but he still sits there… servicing his first slave, Lemon Zest. Any changeling in his place would have quickly abandoned her in favor of the sweeter prize, but Neon knows it would be best to service them all equally. He cares for her, it’s not just lust running his mind. And the mares are putting their livelihood in our hands after all, we don’t want them to develop any negative feelings.”

“Hmph, so what?” Chrysalis grunted, although silently admitting in her head that her drones did have a tendency to ignore less appealing mares under their ownership. “If a mare is feeling her needs are being adequately stated by her master, she can always find another changeling to lay with for the time being!” Chrysalis gave a sudden gasp as a pair of hands grasped her rump and started to roughly knead her firm behind.

“You’re still not quite getting it,” Jet Set replied patiently. “The point is a master should care about what his pets feel. Their opinions matter too, you know. You changelings make the mistake of saying things like a mare’s opinion regarding who their owner might be is irrelevant. What if a mare actually grew close to her owner?”

Much to Chrysalis’s dismay, it was difficult to think of a snappy retort with the stallion’s hands currently treating her firm ass like a giant stress ball. To make matters even worse, her entire body was suddenly flipped over, so that her entire body was now face up on the bed. The stallions perverted hands didn’t waste a moment resuming their grouping on her still bouncing bosom.

“Even Royal Pin. He was lucky enough to acquire ownership of Princess Twilight,” Jet Set continued. “But since then, he hasn’t been able to do anything with her, other than a few blow jobs to keep her nourished. All because she’s expected to go into labor any moment now with your… child? Ummm...spawn?...larva?... offspring?... Indigo, help me out here!” The pegasus simply shrugged. “Well… whatever… the point is he hasn’t completely ignored Twilight. Those two just met and he’s already showing great concern for her wellbeing, making sure he keeps on eye on her every moment of the day in case she needs to be rushed down to the infirmary or seeing if she wants anything.”

It was quite obvious the changeling queen’s will was faltering. Her body now writing on top of the bed as the stallion continued his unrelenting assault toying with her breasts. Anytime she tried to open her mouth to reply, the stallion would roughly pinch down on both of her erect nipples, resulting in the only sound escaping her lips being a deep moan. Indigo Zap was joining in the fun now, taking her place between the queen’s legs. The pegasus roughly spreading the flailing limbs of the changeling before lapping away at her completely drenched slit.

“A m-mare who can’t properly perform their duties is of no interest to a master!” Chrysalis finally managed to speak through her many moans. “Their owner’s p-pleasure is what m-matters above all!”

“Huh, you know what? Maybe you’re right, Chrysalis,” Jet Set said suddenly. Abruptly removing his hands from the tits of his slave and jumping off the bed. Indigo Zap quickly followed suit.

“Wha- what are you doing?!” Chrysalis asked in pure shock, her face still flustered in arousal.

“A master’s pleasure is what matters most… and the thing that this master would enjoy most at the moment is a nice long scenic hike over the mountains. Come, Indigo!” Jet Set announced. The pegasus obediently flew after him, already scooping a spare leash off the wall for herself.

Chrysalis face quickly retorted in annoyance upon realizing the game her owner was playing. “Grrrrr, FINE! A mare’s opinion is important, whatever! Send those ponies on your blasted mission, see what I care! Are you happy now?!? Now stop messing around, get back over here, and fuck me!!!”

“I told you she could be trained…” Jet Set whispered to Indigo, who giggled naughtily in response. Turning back around swiftly, the stallion jumped back into the bed, taking his position between the queen’s still spread legs. Giving the queen a quick pat on the head before taking aim and impaling his member into the soaking depths of his slave.

~~~~~~~~~ ~~~ ~~~~~~~~~

*Poof*

Somewhere in the deserted streets of Manehattan, two mares known as Fluttershy and Rarity teleported in with a bright emerald green flash.

“Oh my…” Fluttershy stammered, dropping to her knees. “I…I don’t think I’ll ever get used to teleportation…”

“We have to keep moving darling!” Rarity urged the yellow pegasus, offering her a hand. “These streets aren’t safe for two unescorted ladies such as ourselves!”

Fluttershy gave a quick determined nod as she stumbled to her feet, taking a moment to brush the dirt off her yellow blouse before joining her friend as they took off walking towards their destination.

“So ummmmm,” Fluttershy stammered. “Do you think… what we are doing with these stallion friends of ours is really… nice?”

“Why whatever do you mean, darling?” Rarity asked, shooting the meek pegasus a puzzled expression as they walked.

“It just seems like we are… sort of… tricking them…”

The fashion pony took a moment to consider her friend’s words before answering. “Not at all, my dear! Just think of it like Pinkie’s surprise birthday party we threw for her that one year! Remember? How we all had to pretend to ignorant of our true intentions? And how happy she was when she finally found out? It’s practically the same thing! I’m positively certain they will be thanking us at the end of this!”

Fluttershy brightened up upon realizing the unicorn’s logic. “Oh… I guess it seems fine when you put it like that!” She beamed.

“Indeed! And not to mention, it’ll be better than a simple surprise party!” Rarity said, turning to her friend and giving her a sly wink. “And unlike keeping the secret of that surprise party from Pinkie’s attention, there is simply nothing that would suggest our task here would be difficult in the slightest! The changelings have had great success showing every mare they’ve come across how much more enjoyable life can be for us on our knees. We simply have to do it again!”

“But with stallions too this time…” Fluttershy added nervously, pushing her two index fingers together.

“Um, well uh yes,” Rarity stammered. “But if the lessons the changelings have taught us hold even the slightest bit of truth to them, I’m sure their true nature will show themselves as long as we give it a strong little push. Just like it would with any mare!”

“I guess so…”

Noticing the pegasus’s normal apprehension, she added, “And the sooner we finish up this little task of ours… the sooner we can get back to cuddling those precious little changelings of ours back home!”

“Oh aren’t they the most adorable creatures, Rarity?!” Fluttershy cooed glowingly, completely forgetting her recent nervousness for the time being. “Their eyes…. they are just so cute!! I can’t believe we used to think of changelings as monsters.”

“Me either!” Rarity replied. “And I do miss having my baby bump… in a way,” she added, rubbing her once again flat tummy. “But… I can’t imagine it’ll be that long before we have one again!” The two girls giggled like mad ponies at that comment.

As the pair continued to tread down the streets to Big Mac’s and Braeburn’s holdout, the fashionista couldn’t help but give the neck line of her outfit a harsh tug. Currently she wore a stylish white top, along with some tight fitting black leggings that did an excellent job accentuating her plush rump.

“My word. I simply cannot believe that I spent my entire career sewing outfits like this together that mares everywhere used to cover themselves with,” Rarity cursed, looking in disgust at the very clothes she wore. “It’s only right that I work to rectify my mistake by getting some mares out of their silly obsession with never being naked!”

“Well hold it right there!!” A strange yet familiar voice abruptly called out from over a barricaded wall of the destination they had sought.

“B-Braeburn? Is that you up there?” Rarity asked. A pair of red and yellow stallion heads poked themselves out over the wall, surprisingly, glaring suspiciously at the two mares. Not at all acting like one might after once again seeing their long lost friend they feared the worst for.

“Ya’ll pony… or changeling,” Big Mac spat back. “Last I heard, my sisters and most of the gals in Ponyville were abducted by those things! Ain’t no reason why these two would be here, now, of all places!”

“Ya’ll probably just stole their looks and voices! Trying to be all sneaky and getting to the mares here! Errrr, not that I’m saying there are any!” Braeburn added.

“Well Big Mac…. would a changeling know something like the entire town of Ponyville can tell when you and Ms. Cheerilee had a date the night before because she would have serve limping problems for days afterwards?” Rarity answered back, stylishly swinging her mane with her hand.

“And ummm, Mr. Braeburn… sir,” Fluttershy answer nervously, “You k-kinda spied on me through a hole in the wall when I was taking a bath during our stay in Appleloosa… I just pretended I didn’t notice…”

The two stallions turned to each other in pure shock. Jumping down from the wall, they quickly opened the gate to allow them entrance.

“By golly! It’s really you!” Braeburn exclaimed. The two stallions jumping on the two mares in a mighty hug, Big Mac squeezing Fluttershy off the ground with his muscular arms. Hoping that it would somehow downplay the awkwardness to what the two mares just revealed they knew.

“Oof! Yes, it’s good to see you boys again too!” Rarity stammered through Braeburn’s arms wrapped around her chest, but making no move to dislodge the stallion. Finally the men decided in letting the girls down, only to throw a barrage of questions in their faces.

“Where have ya’ll been? What in the hay happened to the rest of Ponyville’s gals? Did ya’ll get away from the changelings? What about AJ? And what in the world are those funky looking collars there doing around yer necks?” That last one was easy enough to dismiss as a splendid fashion choice.

“Well… umm, you see dearies…” Rarity stammered. She knew she would have to prepare a list of lies to make up to answer these. “The c-changelings let go. Just like that! Y-you know… I’m not unfamiliar with situations involving being held captive. After a few months of whining/complaining they quaked like diamond dogs! I even managed to drag Fluttershy out with me as well…”

“Really?” Big Mac asked curiously. “I had them changelings pinned for more of the torturing and feeding type.”

“Oh! No no no no no! They actually took quite good care of us!” Rarity coughed, darting her gaze from side to side. “All of the girls are perfectly fine! In fact… they’re probably doing better than mares out… here…”

Braeburn shook his head in shame. “I hear ya. Not much left of the old Equestria we grew up in…” Big Mac on the other hand seemed rather relieved by the prospect of his sisters and friends actually being better off than him.

Attempting to steer the conversation away from more questions to them, Rarity asked, “But what have you boys been up to? I must say it’s quite unexpected to see you two together, in Manehattan of all places!”

“Well….” Braeburn started, “Ah abandoned Appleloosa after the changelings invaded. Didn’t want a thing to do with what the guys left were going on about. None of my kin understood the logic behind them. So few mares were left after the changelings got hold of them. Why would you want to kidnap and rape them? Don’t make a lick of sense!”

It was Rarity’s turn to look up to positive prospects at this news, that there were plenty other stallions out there who shared such a policy against forcing oneself onto another pony.

“Meet up with Big Mac here when wandering the world and figured we ought to stick together! We’ve camped out here for a while until a group of mares came by, and discovered we were friendly! Only right that we look after that. Least we could do… considering.”

“Do you think… we could join you?” Fluttershy stammered, hiding behind her mane again. “I mean, if that’s ok with you two… We just heard you’re good at protecting them…”

Braeburn and Big Mac proudly thrust their chests forward at that. “Ya’ll heard correctly! We’ve been watching over these gals for a few weeks now. Them aggressive stallions don’t wander to close to our little encampment once they get a view of the big guy here” Braeburn said, patting Big Mac on the back.

“Ummm, but where are these girls?” Rarity asked.

“Inside,” Braeburn answered, pointing to the building labeled ‘Weatherby Savings & Loan’. “We guard the entrance. Gals ain’t so safe wandering the open streets, even in a large group. Nothing to stop a raider pegasus stallion swooping down out of nowhere and adducting a helpless mare off her feet. Not much a pony can do when her only safe way down is from the rapist holding her…”

Rarity and Fluttershy both shuddered in fear at the thought of such a thing happening to them.

“W-Well then… I better get inside!” Rarity stammered, but nodding to Fluttershy, signaling she would coerce the mares inside, and the pegasus would do the same with the two stallions. The sooner these ponies were out of this dangerous city and into the hive, the better!

~~~~~~~~~ ~~~ ~~~~~~~~~

Quietly, Rarity poked her head through the doorway of the dreaded Weatherby Savings & Loan, before slipping inside and shutting the door.

“Well… this is far worse than I expected…” Rarity whispered under her breath. The entire building had been seemingly looted. The random piles of worthless garbage were strewn across the floor was probably the most interesting thing of note in the ruined business building. Scattered around the room, Rarity counted a total of eight ponies, all mares and all doing… nothing… Seemingly heads were hung low as if they were trying to come to terms with the world they lived in now. They barely even acknowledged the fashionista’s entrance.

“This simply will not do!” Rarity huffed silently to herself. It was obvious to her these mares needed her help! Picking a mare hunched over in the corner, the unicorn quietly made her way over in hopes of striking up a conversation to start.

“Why, hello there,” Rarity announced to the lone mare, taking a seat by her side and doing her best to appear friendly. “What’s your name?”

The unicorn glared at the unicorn briefly before returning her gaze to the floor. “Moondancer…” She grumbled.

“What a lovely name!” Rarity replied. “I, um… love your black sweater!” She said, casting a glace to the extra-large sweater that covered the majority of the mare’s body from her neck to mid thighs. Rarity couldn’t help but wonder if the pony had anything else on beneath it. The mare simply grunted in response.

“So… um… how did you ever wind up here, of all places, Ms. Dancer?” Rarity stammered, hoping she was at least on the right track.

“My friends went into one of those mare shelters a long while ago… never saw them again…” Moondancer answered plainly. Rarity recoiled at how dark the mare perceived the changelings actions to be. “Tried joining up with a group of ponies after that to fend off any potential changeling attacks… turns out the stallions in it just wanted to take a shot at us first before the changelings got a turn…woke up in the middle of the night to see them shoving their dicks into two of the girls here they had completely stripped and restrained… I was barely able to fight them off with my magic…” Moondancer continued, magically flicking a pebble on the floor. “They still managed to get away with most of our clothes… and our leader…”

“Oh my… I can certainly se-” Rarity started before promptly being interrupted.

“Then the remainder of us girls were left to wander alone after that… always making sure to keep watch at night for any changeling or stallion that wanted to get into our pants... some of the others weren’t so lucky. Some ditched us, thinking that everything was hopeless. I don’t have to tell you what probably happened to them. But on the bright side… eventually we found Big Mac and Braeburn holding out here. Took a while to trust them, but they seemed genuinely nice. They’ve kept us safe and fed for a while now…” Moondancer calmly finished, not taking her eyes off the spot on the floor as she finished her tale.

Rarity was absolutely speechless. She had absolutely no idea it was this bad for mares in the outside world! The mares here probably hated changelings and stallions! Even if Big Mac and Braeburn were exceptions, who was she to come in happily one day as suggest they should be on their knees under them as their complacent sex slaves? They would probably skin her alive for the very thought! Slowly, she couldn’t help but come to terms and realize the hopelessness of the situation. This was going to be much harder than she initially thought…

“Think, Rarity, think! There has to be something you could do to convince these mares! Their lives will be better in the hive then out here, I just know it! But there’s no way I’m going to be able to convince them to be sex slaves! Oh... What would a changeling do in here!?” Rarity thought to herself quietly, withdrawing herself from Moondancer’s presence, who seemed rather pleased with her departure. “Well duh! They’d pull out their cocks and fuck them! I don’t think that would work here! And besides! I’m not even properly ‘equipped’ for such a thing! I just hope to Celestia that Fluttershy is having better luck than me!”

~~~~~~~~~ ~~~ ~~~~~~~~~

“Sooooo, lemme get this straight, Fluttershy,” Braeburn said from outside. “You want us… to own pets?”

“Y-Yes! I mean no!” Fluttershy stammered, only serving to confuse the two stallions further. “The mares!... Inside!” She said, wildly gesturing to the building the housed the ponies inside.

“The mares inside… own pets?” Braeburn asked now.

“Ah used to have a dog back on the farm” Big Mac added.

“N-No!” Fluttershy spluttered, wildly waving her hands in the air now. “The mares inside! They… they should be pets!”

“Ummm, do ya’ll want them to be pretend to be pets to replace the one’s you had in your cottage?” Big Mac asked now, still confused. “Look, Ah’m sorry your little critter friends got left behind in Ponyville, Fluttershy. But Ah’m sure they are all getting along just fine. Besides, Ah don’t reckon the girls will be up for your games…”

It was Fluttershy's turn to face palm now. Before the pegasus could make another attempt at conveying to the stallions of what she meant, at loud rapping sound emendated from the doorway of their little encampment.

Big Mac was more than thankful for this gift from Celestia as a way to end this painfully awkward conversation. “Can ya’ll see who that is at the door, Braeburn? Bout to hit the hay, ya’ll got first watch tonight.”

“Sure thing,” Braeburn replied as the hulking stallion lumbered off. To his dismay and Braeburn’s relief, Fluttershy following him closely behind, not willing to give up that easy!

“Who’s there?” Braeburn announced over the wall to the single mysterious hooded pony that stood before it, now that Fluttershy and Big Mac were out of sight. The figure pulled her hood back to reveal a friendly smiling face before answering back.

“Just a helpless lonely mare, looking for some protection, that’s all. I heard you fine gentlecolts were keeping mares like me safe! I even brought some fresh water in case you need it.”

Braeburn’s eyes lit up at the sound of that. “Water you say? Well… I reckon that’ll suit us just fine! Been running low on all sorts of beverages here!” Braeburn said excitedly, hopping off the wall and unlocking the gate to allow the mare in. “What did ya’ll say your name was, though?” He asked.

“Oh, my name?... It’s Suri Polomare.”

Newest Additions (Part 2)

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Newest Additions (Part 4)

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The Frozen North

Author's Note

This is a quick stand alone chapter based on an idea I had. It's not exactly as related to the main plot, but it will serve as the set-up for when the story continues in the next chapter.

The Frozen North

“Ok…. remind me again... Whose bright idea was it to come all the way out here… in the middle of freaking NOWHERE, to get away from the stallions?!” Lightning Dust shouted to the others over the roaring blizzard wind.

“The smart and tactical Trixie takes issue with your tone! It worked, did it not? Not a single stallion or changeling for miles around!”

“Except you forgot the part where we all freeze to death!” Limestone Pie shouted back. Maud Pie and Marble Pie trudging silently through the snow behind her.

“Hmph!” Trixie retorted. “Even after the world has ended… my prissy little companions expect to have everything perfect!”

“Ugggg,” Lightning Dust facepalmed quickly before promptly resuming grabbing her arms and shivering. It was no use arguing with the stubborn unicorn. To be honest, she would have long since ditched this group, had her wings not become a frozen block of ice on her back. Flying was completely out of the question, forcing the pegasus to remain grounded with her odd balled companions. But she had reason to complain more than the rest of them! It was cold! Pegasus ponies hated the cold more than any other!

“Can’t you light us a fire or something with your magic you useless unicorn!” Limestone Pie shouted. “I’m freezing my butt off and we’re all dressed more for a warm spring day! Not an ice cold blizzard!”

“We’re north of The Crystal Empire…” Maud deadpanned, like she always did. “There’s nothing too light on fire. Only rocks and snow for miles around.” The ever silent Marble Pie huddled in closer to her sister’s arm, savoring the partial body heat from physical contact on one side. As a particular tactic that required touching others… it didn’t fly to well for the group that wasn’t getting along.

“Trixie supposes she could light the group a nice pegafire…” Trixie said with a growing grin, eyes locking onto Lightning Dust’s back. “Though… it may not do us too much, seeing as she’s mostly filled with hot air...”

“Save it, horn head!” Lightning Dust quipped back. Well… at least if I’m going to die out here… those other two jerks will be coming with me… The pegasus thought to herself as she continued her large stomps through the snowy plains. That thought was the only thing that really kept her comfort in this new world.

Originally the mares were on the run, first from changelings, then changelings and stallions. It was as if the entire world had gone mad with lust and was out to get them... the only sane beings left in Equestria. Naturally, the mares figured it would best to group up if they wanted a better chance for survival. Which sounded fine on paper, but in practice, not so much for these five mares. With everyone else they knew was either captured, missing, or a rapist, they had no choice but to settle for each other.

As if that wasn’t bad enough, their luck had recently taken a turn for the worst. A group of stallion slavers had raided their campsite. The mares were fortunate enough to catch wind of the ambush and escape in time, but at the cost of all their supplies they were unable to bring with them. Now, with nothing more than the clothes on their backs, they were forced to flee into the frigid north, having more than enough reason to suspect the stallions were still hot on their tails, mad with sexual lust and power. Things were looking bleak for the already depressed mares as every outcome they could predict for their situation didn’t end with a happily ever after.

Then… as if some sort of miracle or proof the holy horse in the sky was real, their luck caught a break. The pegasus spotted something in the distance other than completely whiteness.

“H-Hey! I think I found something!” The pegasus shouted, grabbing the immediate attention of the four mares behind her. “Looks like some sort of cave…. maybe?!” Sure enough, as the group marched closer, it became more and more obvious that this wasn’t a snow mirage. There, in the side of a solid snow covered mountain was rocky opening. An ideal place for shelter from the ever present and endless blizzard!

“Get inside! Hurry!” Limestone Pie shouted to her two sisters as the group started a mad dash towards the cave entrance. In no time at all the group of ponies had made it, their feet thankfully touching down on solid rock rather than snow for once as they made their way inside.

To the mare’s surprise, the cave provided plenty of room for protection from the freezing winds outside, but did little else to raise the temperature of the shivering ponies.

“S-seeeee? S-Shelter! We’re safe now!” Trixie shuddered, setting herself down on an outlaying rock, frantically rubbing her arms for the slightest bit of warmth. “A-All part of the plan…” The others were still busy shaking loose snow off from their hair and clothes. “Settle in then… you can thank Trixie later!”

“Still freezing. Still out of food too,” Limestone Pie commented dryly.

“Mmmm hmmm!” Marble Pie agreed, looking down sadly.

“Ugggg! Seriously?” Trixie sighed. “Don’t you earth ponies eat rocks or something? There’s plenty of them here to go around!”

“These aren’t edible rocks…” Maud said calmly, tossing a stone behind her. The frozen rock went clattering to the ground. Who would have known only certain rocks were edible?

“Ha! I would just let to remind you all that…-” Lightning Dust started preparing another smart remark to mock the ponies who ate rocks like a pack of wild ani… well actually even animals didn’t eat rocks. But her comment was cut short.

It hit them. A warm gust of air on the side of their faces… It lasted for a brief moment, before it was gone. Something so sudden and unexpected it caused them all to freeze in their spot, figuratively, and jerk their heads in the direction it had come… from deeper within the dark rocky cave.

“D-Did you all just feel that?” Lightning Dust spoke after a moment of silence. The other ponies all nodded silently, confirming it hadn’t been a pleasant warm figment of her frozen imagination. “So… I’m not going crazy...” Without another word, the group rose to their feet again, and headed deeper into the cavern in hopes of finding the mysterious source of the warmth. Every pony besides Marble didn’t care in the slightest as the light from the outside was quickly lost within the cavernous depths.

It was dark, damp, cold, and quiet. Nothing but the sound of footsteps walking over stones and shivering mares.

“It had to be something down here!” Lightning Dust said as she led the group further and further into the now seemingly endlessly long cave. “A warm gust of air in the middle of a snow storm doesn’t just come out of nowhere!” Before the pegasus could say anything else, her head collided with a foreign object, causing the mare to trip and stumble back to the ground.

“Ow! Damnit!” The pegasus swore as the other’s came to a stop behind her. “I can barely see my own hand in front of my face!” She said, attempting to hoist herself back onto her feet, her wings still quite too frozen to aid her efforts. As the mare got back up, rubbing her swore bottom, she felt around in the darkness feeling for what she had run into.

Her bare hand finally found what it was looking for, causing the mare to let out a surprised gasp. It wasn’t a rock, it wasn’t the other ponies, it was something alive! Not only that, but more importantly, it was warm!

“Lightning Dust?” Limestone asked from behind. “You ok?”

“Ummmm…” The pegasus could only reply, her hand not moving from what it had grabbed. Whatever it was, it was small, she was barely able to wrap her fingers around it, but it was long. The pegasus, sliding her hand up along its wiggling length to reveal it was protruding out from a hole in the rocky cave wall.

To all of the mare’s surprise, the cave was suddenly illuminated with light, as translucent brightly glowing crystals appeared poking through holes in the cave ceiling and sides. They were standing in a spacious cavern clearing, which the tunnel behind had lead them to. But, as the ponies quickly noticed, it became painfully obvious what Lightning Dust was occupied holding.

“What the hell is that!?!” Trixie screamed, as Marble Pie zipped behind Maud’s back, cowering in fear. Before them, Lightning Dust stood gasping a wiggling green and long tentacle. Limestone Pie took a cautious step back, putting a defensing hand on her cowering sister’s shoulder.

“Really…” Maud said. “I read these were entirely extinct in the Equestria region…” She said, looking intrigued, or so one might think.

“Whatever it is, it’s warm!” Lightning Dust exclaimed happily, now grasping the green tendril with both hands, nuzzling it to her face. “Ahhhhhh! That feels amazing!” Precious warmth flooded from the surface of the tendril over her goose bumped skin.

“W-What are you doing? Get away from that thing! For all you know it wants to strangle you like a snake!” Limestone shouted to the pegasus.

“It’s a friendly plant…” Maud replied, turning to her sister. “Only found in deep rocky regions. Like this one. It could be just what we need.” The green tentacle was now happily moving in turn with the pegasus as another tendril emerged from the wall behind her, wrapping around and pressing into the leg of the frigid pegasus.

“Ooooooh yeah!” Lightning Dust cooed. “This hits the spot! Almost forgot what actual warmth feels like, Trixie!”

“Yeah yeah…” Trixie mumbled.

More playful green tentacles popped out from the cave walls as the plant determined the ponies were harmless. Hesitantly, Limestone Pie reached out to touch one. Before she even felt its smooth surface she could feel the warm and pleasant heat radiating from its length. She wasted no time dropping all apprehension and bringing the tentacle to her, seeking to cover as much surface area of her body in it as she could. Another squirming green line popped out from the ground beneath her and softly wrapped her ankle traveling higher and higher. Even Marble Pie had removed herself from her sister’s back, now curiously facing the tip of one of the tendrils. The pointy end was playfully following the mare’s head, even tilting to the side with her. The shy mare let out a small giggle as she freely allowed another vine to wrap itself around her waist. Maud, on the other hand, looked like she couldn’t care one way or another as more tendrils popping out and wrapped themselves around her still body. Some even snaking their way her shirt seeking an unobstructed touch to the mare’s body.

“D-Do you… understand us?” Lightning Dust asked curiously as a hanging tentacle tip dropped in front of her. The tentacle seemed to bob up and down as if to mimic a pony nodding their head ‘yes’. Not the response the pegasus was exactly expecting, but she was glad things were finally starting to look up.

“If you can… do you think you can help us… stay warm? We’re going to freeze to death if we don’t get out of this cold!” The pony begged, worry obvious in her tone. The tentacle hung there, unmoving, as it seemed to be considering the offer. More and more were coming out of the ground walls and ceiling now and wrapping themselves around the four ponies behind her.

To the mare’s joy, the tendril before her eagerly shook itself ‘yes’ again, before withdrawing itself back through the hole in the ceiling from where it had come. But to the mare’s disappointment, every green tendril currently occupied around a mare quickly unwrapped themselves, also withdrawing from the various walls they had come from.

“Hey! What gives?!” Trixie yelled as the complete cold suddenly washed over her again. “Did somepony scare it away!?”

A loud rumbling sound boomed through the room. Each pony’s heads turned to watch as a towering boulder rolled across the cavern entrance, before coming to a solid dead stop, completely sealing the five mares within the spaciously lit cavern room.

“It’s blocking the cold air from blowing in…” Maud said. “They tend to be very protective of their hosts.”

“What? But we’re trapped in here now!” Limestone shouted, running up to the recently overturned boulder and giving it a hard shove with all her might. I didn’t budge a single inch despite her well-toned strength. “Tell it to move the rock!”

“It’s really strong…” Lightning Dust dully noted in surprise. Before too long, the tendrils had returned from their task, now surrounding the mares once more. Except this time, they were acting differently… not simply wrapping around the mare’s cold and shivering bodies. “Ummm… and what did you mean by... hosts?”

This time they simply positioned themselves near each of the mares, aiming for something a tad different than before. Working in tandem, two of the swaying green vines snaked themselves up in bottom of Lightning Dust’s black tank top. The pegasus gave a quick yelp as she felt them now grasp at the two sides of her top and started pulling up… Instinctively she slapped one of the tentacles, which didn’t release her top but merely stopped moving. From the shocked noises behind her, it was obvious the other girls behind her were meeting similar disrobing tactics from the plant now.

“Unhand Trixie you dumb plant!” Trixie exclaimed as the vines attempted to rotate around to get to her backside and unclip her skirt. “How on Equestria is taking our clothes supposed to keep us warm?!” While she was distracted following one, another swooped in from behind, successfully ripping the garment from her legs, dragging the tattered remains of her skirts through the hole from where it had come from, leaving the blushing unicorn's bare legs on full display.

“Don’t fight them,” Maud said calmly as she fully cooperated with the plant. “It knows what it’s doing…” Obediently raising her two arms above her, she freely allowed the two vines to pull her shirt over her head, carrying it off to the corner. With the mare’s top removed, a rewarding tendril was fully able to coil it’s entity around the mare’s stomach before ending below her bust, pushing her black bra upwards slightly. Maud looked like the image of pure relaxation as the tendrils complete warmth pressed into her from all sides of her bare stomach and radiated upwards. Or she didn’t. No one could really tell how she felt when it came to her.

Lightning Dust gulped as she observed the stone faced pony. Of course she wasn’t the least bit comfortable stripping in some remote stone cavern, more so with the other four ponies present! The tentacles seemed to sense her fear, giving her leg a reassuring squeeze, as if to convey to the mare that it was merely trying to help. The pegasus gave an audible gulp as she relaxed her muscles, allowing the two wrapped around her wrists to gently lift her arms above her. Two more slowly removed her tank top, leaving the bra clad mare shivering for a brief moment before a long tendril too wrapped around her stomach, covering the mare with its precious body heat. But they didn’t stop there… as more tentacles were busy rubbing and squeezing her sore muscles, another had snaked behind her back, deftly unhooking the metal clasp holding her bra together.

“Wha… stop!” The pegasus squirmed, or tried to. The plant now holding Lightning Dust’s wrists, ankles, and stomach in place firmly, still gently giving reassuring squeezes until the mare stopped her thrashing. Taking a quick look over to the side, it was obvious Maud wasn’t facing the same hesitation. The stone faced mare was now completely topless, her bra now laying piled in the corner along with her top. The pegasus wasn’t able to even get a good clean look at the mare’s generous tits as they had been completely wrapped with another warm looking tentacle. More were flooding to her legs to work and unbuttoning and removing her jeans.

Marble Pie, however, had dropped to the stone floor and back herself into the far corner. She was trembling madly as she hugged her knees to her chest. The mare was on the verge of tears, not knowing what was going on, or why the plant suddenly wanted them naked.

“Marble…” Maud said plainly as a pack of vines attempted to calm her youngest sister down. “Listen to me. They want to help you stay warm. They can’t do that with those clothes in the way. Let the nice plant take them off you…”

“Yeah, come sis! We’re all girls here! No one’s gonna see us!” Limestone Pie called from the side, who was seemingly getting more involved in the strange treatment as the tentacles worked to strip her, setting her discarded clothes in the pile with all the others. The mare actually taking the initiative and tearing her own underwear off, throwing it to the side where a tentacle caught them.

The shivering mare seemed to look between her two older sisters, then back to the friendly tentacles. With a slow nod, she signaled to let the plant do its thing, telling herself over and over in her head that it was no different than bath day with her sisters back on the farm. A reassuring tendril rubbing her back pressed her up to her feet. They quickly moved to strip the mare’s top before she could change her mind. A thick bulging tendril came in, wrapping around her stomach and arms, holding them pressed against her sides as one came in from behind. With a soft click, her bra came undone another tentacle managing to snake up through her stomach wrap and pull it from her arms there. Her two large sized voluptuous bare breasts bounced free of their confines. The milk filled melons giving two quick bounces on her chest before coming to a rest on the tentacles below them. The mare’s entire face blushed a mad red as she managed to attract stares from the entire room. Some gazing in a mixture of envy and awe at their pure size as the mare struggled to free and conceal them with her hands. The tendrils got to them first, two wrapping around the entirety of fleshy orbs but leaving the pink nipples readily exposed. Marble Pie was paralyzed with embarrassment as everypony in the room somehow managed to focus on her through their own disrobing, allowing the plant ease at removing her skirt. Marble didn’t even have to look to know the strange plant wasn’t satisfied yet. The surprisingly strong tendrils wrapped around her upper body effortlessly lifting her body into the air as two final vines grabbed her flowery panties. As they slowly slid them for the mare’s slender legs, it became painfully apparent to the entire cavern that the small damp spot on them indicated the mare’s arousal.

Blushes were exchanged all around the room of now completely stripped mares. The tendril swiftly moving to drop the mare’s soaked underwear in the pile with the others.

Sure enough, additional tentacles now shot out from the surrounding walls, wrapping and coiling themselves tightly around the now completely naked ponies.

“Oooooh yeah! That feels so much better than those freezing clothes!” Lightning Dust cooed. To her surprise, she also released a light moan, noticing that vine wrapped around her breasts were now lightly squeezing as if to massage them or testing their weight.... Forgetting the other ponies around her she released an even louder moan as the vine’s repeated flicking across her hardened nipples.

Trixie was reacting with the same pleasurable moans as she received the same treatment. “W-What are they doing to us?” She stammered through the pleasure, after feeling a curious vine snaked its way between her two legs that were held firmly apart.

“Arousal is easy body heat…” Maud said, feeling the plants sensual advancements effect as well but not showing it in the slightest.

The mass of tentacles tightened around the various dangling limps they had firmly constricted themselves around. With unnerving ease, they gently picked up each mare from the cold stone ground, making sure to adjust their weight so as to be adequately comfortable for the women. Each mare was shifted over to the center of the room where, they hung in a circle from their arms, legs, and torso in wraps, completely face down like a flat plank. The tendrils hugging their breasts gave one final tight squeeze before releasing, allowing five pairs of fleshy orbs to bounce free before drooping downwards as gravity took over.

“What gives?” Limestone asked angrily, feeling the uncomfortable cold of the room wash over her sensitive pink buds, quickly reminding her of her rock hardened nipples. “You have plenty of vines to spare! Put them back on us!” Little to any mare’s knowledge, a certain tendril creep up on both sides of their dangling breasts. The tip of which unfurled back, revealing a tiny sharp needle-like barb which took aim as the main tentacles held the mares steady. Before any of the mares could panic, the barbs pressed themselves forward, breaking the skin as they traveled deep within tissue of the pony’s soft breasts.

“Ow! Hey! Watch it!” Lightning Dust winced, thinking the plant had accidentally pricked her breasts with a thorn. From the way the tentacles held the mares it was obvious they weren’t expecting some thrashing after that, but they seemed to take it rather well, causing the vines to relax.

Trixie could hardly feel the two thin tipped barbs still firmly pressed into her two luscious breasts, nor did she feel it as they vines slowly began to pump. A strange warming liquid traveling the barbed tentacle’s length, injected directly into the mare’s tissue. Only as the vine’s task was completed and it gently withdrew did the magician pony notice something odd…

Her breasts started to tingle, feeling funny, very funny. It almost tickled. Before any confused mare could voice their concern regarding what was going on again, their drooping breasts slowly began to expand before them. Spitfire’s eyes growing wide as her once near flat chest grew… and grew… not stopping even after surpassing Marble Pie’s previous breast size. The dangling breasts seemed too grow like a blowing balloon on their chest, the vine hugging their stomach moving down slightly to make room. Finally the dumbfounded mare’s breasts grew to a halt, each rounded perfectly to be almost nearing the size of their heads. Completely gigantic! Marble’s tits, like before, had taken to the growth quite well, still sizing above the remaining mares in the group.

“It’s hungry. Like us… understandable…” Maud said calmly, eyeing her two new jugs of fun.

The needle tentacle retracted, only to be replaced by two larger thick vines on each side of the mares. The tendrils slid forward, grasping and rubbing the girl’s heaving breasts. The gentle rubbing across the new and sensitive flesh was more than enough to make four of the mares groan in pleasure. The mares were now fighting the waves of arousal that were being thrown at them now. The vines holding their ankles now spreading and bending their legs upward. Another slick skinny tentacle found their way between the mare’s legs. This one even earning a gasp from Maud as the wiggling appendage rubbed and stroked the mare’s now completely soaked exposed walls. As it was if the plant was trying to draw each of them into a painfully aroused state, never thrusting inside, only lapping it’s tip at their folds as a constant reminder it was there and could choose to if it wanted so.

Busy with the wonderfully exotic teasing sensations from below, the face down mares were taken by surprise as the tentacles massaging their new sized breasts suddenly looped around the base of their swollen tits. The tendrils squeezed tightly, almost painfully hard.

Marble Pie felt it first. A warm white looking liquid came dripping out of her rock solid nipples. The madly blushing mare, overcome with the pleasurable sensation of what the plant was doing, looked down, spotting what she had first suspected as blood was in fact…

“Milk? We’re making milk now?!” Lightning Dust exclaimed in more arousal than panic. Sure enough a steady white dribble of breast milk began to leak from each of their reddened nipples. The plant had stopped its motionless squeezing around the base of their breasts and was now, instead, tugging up and down. On each downward pull their breasts shot out a steady jet of white frothy breast milk, splattering onto the cavern floor beneath them. More and more flowed free with each pull. The strange liquid the plant had injected with them, on top of growing their tits to incredible new size, had knocked their dormant milk producing enzymes into overdrive, producing massive amounts of milk to fill their new chest containers in a matter of minutes, and more was on the way…

“I-It’s m-milking us!” Trixie stammered, fully realizing what the plant had done. “Like we are bunch of cows!”

“Heh… figured you just right, Trixie,” Limestone Pie sneered.

“It’s hungry…” Maud deadpanned as the plant now flipped them face up, their enlarged tits now swaying back and forth across their chest. “Our milk is substance for plants like it. It’s only fair if it’s going to be keeping us alive in here…”

Ten new tentacles were dropping in from the ceiling now, these one completely different from the last. These ones were slightly transparent and ended with a circular looking cup, which seemingly with a life of its own. After a few moments of careful tracking on the swaying tits, it struck, each cup latching onto a swollen nipple of the mares. Its lid sealed down with suction as it locked itself in place on each of the bound mare’s tits.

Marble Pie held her breath she waited, the cups seemingly taking their time to settle in on her chest. Then… the tentacle began to pump, the cup expanding and contracting. With wide eyes she watched as a stream of white liquid came flowing out of her twin nipples with each contraction. It. Felt. Amazing. Each squirt of her milk brought a moan to her mouth, not caring a moment for her shyness. Her sisters and the other two were obviously finding similar enjoyment to the treatment as they were milked by the pumping tendrils.

As the whitish liquid flowed through the cup, it traveled upwards through the semi-transparent vine through the rocks where the girls could only assume the plant in the center of this all was.

As their milk traveled up and away though the ceiling, a loud grumping sound erupted from the stomach of Limestone Pie. The mare paid it no mind however, to enamored with the working vines on her now envious rack. But it was more than obvious to the plant these mares were long past the point of simple hunger.

A new set of ominous vines descended from the ceiling, its edges peeling back to reveal a phallic shaped tip, which came to a halt mere inches away from each mare’s mouth with obvious intention to what it wanted to do.

“You know…” Lightning Dust started, “there’s a point where this gets ridiculous!” But before she even finished speaking, the tip shot past her open lips, sliding over her tongue and down her unrestricted throat. The others were meeting similar ends as the tip prodded at their mouths to open. A bulge appeared in their throats as the phallic tip vines make themselves comfortable. With a few series of expansions and contractions the vine began to work. It came as another shock to each of the mares as they began tasting a steady stream of a strange white substance on their tongues. Upon swallowing it so as to not drown, they discovered that this whitish cream the plant with feeding them was no only edible, but actually amazingly delicious. This plant with just full of wonderful surprises!

Marble Pie cooed in pleasure as the vine pumped a seemingly endless supply of cream into her mouth, all of which met the same fate of being eagerly swallowed down into her empty stomach. Hungry for more, the earth pony worked her lips along the length, bobbing her head as if it were a real cock… not that she knew anything about actual intercourse, or so what Limestone and Maud believed. The horny mare’s efforts were quickly rewarded with a strong burst of the vine’s essence, earning another pleasurable moan through the vine from Marble.

With each of the hanging mare’s breasts and mouths fairly occupied by the many dozens of wiggling warm tentacles, the ponies barely noticed as their legs were pulled open, revealing each of their smooth shaved nether regions, dripping with higher levels of desire than they could ever recall experiencing. As far as the plant could tell, their lower lips were just begging to be penetrated by something…anything! It would be a crime to ignore such a need!

The widest tendril drooped down from above now, prodding at the soaking entrance as if to playfully tease its captives. The mares were lost in pure ecstasy, even the stoic Maud release a few soft gasp and moans here and there, which was really all the consent the plant needed to continue. With a jolt, five separate phallic shaped vines thrust into the depths of the hanging pony mares. Lighting Dust inhaled sharply through her nose as the girthy tendril wiggled and squirmed it way up her passage. The combined jolts of pleasure from each region of her body was overwhelming to her. It was miles ahead of the sensation she had ever felt from mere flying!

The thrusting tentacles had settled into their spot within the deepest depths of their love cannel, it’s wiggling and squirming doing wonders to make its target’s vision blur. With an endless desire to please, the tentacle withdrew, drawing out a whimper from a couple of mares as a feeling of emptiness washed over them. It wasn’t for long, however, before the phallic vine thrust back in and out, pounding the mares at a new merciless speed, with thrusts well beyond the speed of a normal male lover. The vine repeatedly hitting pleasurable spots, causing the mare’s hips to buck against the very vines holding them in the air, desperate to squirm and write in pleasure. It came to no surprise to them when another vine prodded at their rear entrance as well, waiting for a single opening before striking, pushing into their behind with thrusts alternating with the vine in the mare’s pussies.

Limestone, unable to take a second more of the relentless treatment, felt her mind erupt in the strongest orgasm in her young life. Fireworks in her blurring vision as she attempted to scream through the vines fucking her face, her brain threatening to black out. Trixie and Marble next to her weren’t far behind. The tentacles didn’t ease of as each of its mares came with their respective climaxes, but rather only served to edge it on further, increasing the speed and vigor of every working vine thrusting away at the mare’s holes. Desperate to give its hosts every ounce of erotic pleasure their bodies could bear to give.

Lightning Dust grit her teeth, the short held question regarding if the plant actually cum was soon answered as the tendril furiously fucking her reddened pussy slowed its pace slightly. It was some sort of egg! From its origin in the ceiling a large spherical bulge appeared in the vine, traveling ever so slowly down its length. Her eyes were wide as the bulge approached her cunt, showing no intention of stopping. It actually wanted to… plant that in her?!? But it was too late to consider second thoughts. Lightning braced for impact as the egg pushed its way inside her passage, forcing her tight walls to their limit. The many hours of strict daily exercise had transformed her pussy into a snug fit, eagerly sought by almost all male lovers, but now only served to impede the lumpy shaft’s journey. But the tendril was undeterred. With more force and push, the bulge passed through the tendril’s length, each extreme movement causing the mare to buck and moan wildly. Finally the egg burst through the tentacle’s exit, settling into the warm and snug confines of the mare’s womb.

Lightning Dust released a sigh of relief, as the new sensations came to an end. A sigh she quickly took back as she spotted many many more similar bulges now traveling down the same tentacle.

The mares screamed in pleasurable ecstasy as their pussies were expanded open, the stream of eggs pushing their way inside of their deepest depths and settling into their wombs. New waves of orgasms shook their fragile minds to their limits as they felt each one temporal force their walls open for a brief moment before retreating, only to repeat the same process a moment later. One by one they released a submissive moan as a seemingly endless supply of eggs were planted inside their wombs, causing their stomachs to expand outwards to accommodate them all.

Finally, as the plant determined either the mare’s swelling stomachs had reached their capacity, or their minds could take no more of the endless pleasure, the stream of eggs came to a halt. With one final lurch, the phallic head lodged deep within their cunts sprayed a whitish cum over the many eggs, coating their eggs with a fresh helping of the strange fluid, filling in every gap and opening the remainder of their wombs had to offer.

The mares, now looking many months pregnant, were finally allowed to catch their breath as the vines occupying each of their orifices slowly retreated. The tentacles holding their limbs lowered them onto the ground where a cozy warm network of the same tentacles were awaiting them.

As they were each released one by one, and dropped into the bed of tentacles, satisfied, feed, and warm, they all curled up with the playful vines and they snaked their way on top and around them. Lighting Dust released a wonderful sigh of relaxation as her head found itself laying onto of a soft tentacle pillow.

“T-That… that was amazing,” The pegasus cooed.

“It was,” Maud deadpanned as a tentacle patted her gently on the head.

“Mmmhmmm!” Marble Pie also agreed, still partly exhausted from the ordeal. With her now free two hands, she hefted and felt her enlarged bosom. From the pure weight and feel of her new gigantic tits, something told her these changes to her chest were here to stay. Yet, even through all of that, she never for a moment questioned the plant’s right to use them like this. It was only fair after all. They would have been lost without its help!

“See!” Trixie cooed, feeling her now swelling stomach that held the many off spring of their savior with pride. “All part of the brilliant Trixie’s plan!”

“….Now it’s too hot….” Limestone mumbled.

A Changeling’s Weakness (Part 1)

“So…. this Appleloosa… an entire town dedicated to forced sexual servitude of all innocent mares,” Chrysalis spoke slowly, overlooking a large map of Equestria on a circular stone table. Surrounding her were the other stallions of team CUNT, and their four royal alicorn pets. “Of course those monsters would figure to set up shop there… my drones haven’t patrolled anywhere near that Celestia-forsaken desert since our first and only mare abduction run there… I think it would be best if we pay them another visit, wouldn’t you say? After all… the stallions have done us the favor of rounding up almost all of the remaining mares into their clutches… all we need to do is swoop in and rescue them.”

“I agree,” Jet Set said from the side. “I can tell the new wave of mares from Manehattan still have their doubts about the good intentions of changelings. But I think the Appleloosa sex slaves will gladly accept any help they can get from their predicament. The sooner you are able to scramble the troops the better.”

“At long last…” Celestia said with a warm smile. “We’ll be able to end that living nightmare for my subjects… and finally become a unified nation once more.”

“Then it’s decided,” Chrysalis said. “My men could use a bit of fresh air anyway.”

“Do we even need to rally all the changelings to raid the town?” Twilight asked. “The changelings have become so powerful from our love, a single one of them should be more than enough to save them all!”

Before the purple princess could be answered, the hive’s newest member burst into the royal chambers.

“No! Wait! You can’t!” Suri shouted, instantly grabbing the attention of room. Rarity quickly trotting in after her master with a worried expression.

“Ah, if it isn’t our newest caretaker,” Chrysalis said. “Speak, your piece, mare.”

“T-they… they,” Suri gasped, completely out of breath. “They aren’t going to fall for the same strategy twice! They know its changelings coming after mares! They found a way to stop you!”

“What? How?” Cadence asked worriedly but also giving a few slight envious stares to the earth pony’s towering member. “The changelings are the most powerful beings on the plant now… They’re unstoppable!”

“The stallion in charge who tried to take us back in Manehattan…” Suri continued, “In our messages before he arrived, he said Appleloosa developed some sort of unstoppable defense against changelings! Even knowing how powerful they are, he sounded sure! I don’t know what it is, he never went into specifics, but that’s part of the reason why all the remaining stallions are flocking there in droves with the mares!"

The room went silent. The faces in the royal chamber exchanged glances with one another, now appearing far less sure of their agreed upon plan. What was this mysterious defense stallions had come up with to fight the changelings? Was it a credible threat? Was it even worth worrying about? No one knew… but in the back Chrysalis began to sweat, casting a few nervous glances around the room.

“Oh dear…” Celestia spoke softly. “This might complicate matters…”

~~~~~~~~~ ~~~ ~~~~~~~~~

Back over in the certain unmarked cave in the far frozen north, Lightning Dust, Trixie, Maud, Marble, and Limestone Pie were all in a state of constant bliss, happy to be ignorant of the woes from the horrible outside world. The last few days had passed them in a blur, especially since they could no longer tell night from day while inside the sealed cavern.

Whenever they awoke from their slumber, dozens of tendrils would descend from the ceiling, wrapping around their limps and hoisting each smiling mare into the air once more. Usually after a full hour or two of constant fucking, bucking, sucking, milking, playing, and cumming the mares will have passed out from sheer exhaustion. Falling into a peaceful slumber to repeat the same process later. It was almost like a dream. Could you simply imagine the amazing relief… feeling like you are going to die one moment, only to instead stumble upon an endless source of the most amazing pleasure you’ve ever experienced as all of your other worries melt away! It was mind blowing ecstasy for them!

The mares could tell from the way the joyous tentacles moved that its mood was as good as theirs. And why wouldn’t it be? It had finally found a willing set of ponies to fertilize its eggs in! Mare’s tight and snug wombs made for perfect conditions for their eggs to grow, with the plant making extra sure to spray a constant copious helpings of nutrients on the growing shells. Each wave, of course, being absorbed by the eggs causing them to expand and push the mares swelling stomachs out even further, slightly farther past the point a normal pregnancy would push them.

Of course, that phase couldn’t have lasted forever, as the eggs had reached their full maturity inside the ponies. Much to the mare’s disappointment, the tentacles came to suck out its eggs one by one, which, it was no small comfort to them knowing the grown eggs coming out was even more pleasurable to them as them pushing their way inside. As their swollen stomachs eventually returned to their normal curvature and form as before, they were delighted to hear from Maud that the plant actually produces thousands of those same eggs. It was probably making a few batches to pump into them again right now. Marble Pie literally fainted with a smile on her face. They could literally stay here forever! All with this strange wonderful plant feeding and taking care of them!

“Well…. while we are waiting for that,” Lighting Dust said as a tentacle kindly swooped in below the unconscious Marble’s head, providing it a soft surface to sleep upon. “Does anypony know what happened to our clothes?” Trixie and Limestone Pie both just shrugged.

“All I know is that they were all gone when we woke up after our first night here…” Limestone said, staring down an impish tentacle who couldn’t help but avert from the pony’s gaze. Maud meanwhile moving over to gently stroke the sleeping Marble’s head.

“Why…?” Trixie went on. “Is the feeble Lightning Dust getting cold feet already? Uncomfortable of being naked around mares as great and wonderful as I?” She sneered, putting her arms behind her head and tauntingly shaking her hefty tits for the pegasus to see.

“No!” Lighting returned with a blush, having difficulty looking elsewhere. “I was just curious! I don’t need my clothes anymore!”

“Me neither!” Limestone replied. “Don’t know why in Equestria we would even want to cover up anymore!” She finished, folding her arms on below her breasts.

Then the wall exploded.

Instinctively, the mare’s arms and hands shot to their faces, Maud quickly leaning over her younger sister to protect her from flying debris of rock and stone that flew across the cavern. The shocked mares and plant quickly recovered after a moment as the rolling rubble came rolling to a stop. Each of them looking to the now large hole in the rock wall as the dust settled.

“No….. no! It’s HIM!” Lightning Dust spoke slowly, trembling and turning white with fear. “He….he’s come to finish the job!”

Standing over the incline of rubble on the newly inserted cave entrance with a wide sickening sneer on his face stood none other than the abominable and notorious Flash Sentry.

“Wellllllllll, how about that, boys?!” Flash called out to his partners behind him, of who gained no small delight seeing their prize were completely naked and vulnerable. “Seems like we finally found those sluts we’ve been looking for. Heheh, seems like they got a tad lonely without us… Not to worry, girls. You’ll be getting plenty of action where you’re going…”

“You son of a bitch!” Limestone screamed with rage charging at the despicable pegasus, readying a stone strong fist. “Don’t touch my sisters!!”

Flash Sentry licked his lips, having been in this same bout dozens of times before. As the mare charged him, the nimble pegasus cleanly side stepped around her, just barely missing the blow that would have easily fractured his jaw. Limestone Pie stumbled from her missed attack giving Flash all the opportunity he needed to use a flap of his wings to spring forward and tackle the mare from behind. The mare fell face first to the ground, Flash easily holding her two arms behind her back, with another hand firmly planted on her ass to keep her down.

“Mmmmm, a feisty one,” Flash Sentry said as his partners strolled past him into the cavern, intent on capturing the remaining girls. “I like that…”

“Fuck you!!” Limestone screamed, giving her body a lurch, attempting to free an arm to elbow the pegasus square in the face. The move was quickly anticipated by her assailant, who caught her arm and slammed her naked body back to the ground.

“I know a stubborn looking mare like you struggles to see simple reason…” Flash started, “but you wouldn’t want anything naughty happening to that innocent little sister of yours just because her siblings wouldn’t play nice, would you? Mares fighting against their betters puts me in a dreadfully stressed mood… and that cute looking pony over there seems just like my type to help me relieve me of such a thing…”

Limestone’s eyes shot open wide when she realized what her captor was implying. Her gaze drifted over to Marble who’s still laying unconscious body was easily scooped up by a stallion as the other were occupied with their attackers. A unicorn standing above her at the entrance of the cave was channeling his magic at the many vines of the plant, seemingly causing it to shrivel up in pain as it tried to get anywhere near the group to help it’s mares!

“Nice new set of tits you got there, mare…” Another unicorn stallion crudely remarked to Trixie, both ponies of which stood ready to repeal the other’s magical attack but neither willing to make the first move. “Maybe we won’t punish you for this extra cold detour you made us take just to capture you. We’ll get those cans back to Appleloosa… reckon the entire town will come out hollering to get a piece of that fine ass…”

“The lustful and gorgeous Trixie has no need for some lawless thug’s attention!” Trixie retorted. “She has all she will ever need right here!”

“Heh, fine… guess those things are sagging a tad too much for my taste…”

“What?!” Trixie screamed, gazing down at tits to check the false fact. “Trixie’s tits are perfect! They defy gravity! They-“

The unicorn quickly made use of the mare’s distraction by striking. Not with a magic bolt which the unicorn could have quickly repelled, but instead shooting a ring from his pocket, aimed directly at the distracted mare’s horn. The ring struck its target spot on, sliding easily to the base before releasing a slight click.

“What the…” Trixie stammered forgetting her breasts for the moment, hands quickly flying to her horn to remove the strange foreign object. To her complete dismay, it was clamped shut to her horn! A feeling of dread washed over her as she tried to fire up her horn, already knowing now her magic was completely disabled. Not the tiniest spark was produced by the unicorn who now could do nothing but return her gaze to her unicorn attack with a soft ‘eep’.

“Heh, there’s a good mare…” The unicorn sneered, now fully free to envelop Trixie’s body with his magic, and fly her struggling body from the cave. Trixie’s hands and legs were forced together in flight as her captor freely groped one of her prefect tits as he levitated her outside.

“Come back here with her!” Lighting Dust yelled to no anvil. The pegasus was already busy fighting off two lust crazed stallions with tongues hanging from their gaped mouths. Just as she was able to swiftly dodge a tackle from one of them, a net flew over her, enveloping her entire body in a tangled mess. More than enough time for the stallions to pounce on her and drag her madly cursing frame from the cave.

“Nets… why’d it have to be nets…” Lightning groaned. “Fucking cheaters!!”

Maud was the last mare remaining uncaptured, calmly standing over three grounded stallions who had suddenly come up with a recent and serve case of broken arms.

“Maud… stop…” Limestone said sadly as Flash Sentry grinningly hoisted her to her feet from behind. “Don’t fight them… they’ll… they’ll hurt Marble….”

Maud quickly saw reason in her sister’s words, lowering her fists and calmly allowing a stallion to escort her from the cave, still slightly afraid of touching her.

The squirming mass of tentacles were now writhing in frustration as it watched each one of its precious mares being stolen from beneath its grasp! The unicorn fighting it off quickly turned up the intensity of his spell, as the last pony made their way outside with their captive, before himself retreating. Dozen of tentacles flew after them, only to discover the ponies were far out of its reach. After a few vain attempts to stretch beyond its limits, the vines slumped to the floor. As a group, the vines slowly withdrew back to its now empty cave, depressed and alone once more…

~~~~~~~~~ ~~~ ~~~~~~~~~

Lighting Dust continued to struggle in her net as she was pulled from the cave.

“No! Let us go! Please! It-It need us!!” The pegasus pleaded. “We need it!”

“Heh, bitches be crazy,” Flash Sentry said which was met with a round of cruel laughter by his men. “You’re lucky it’s too cold out here to get a boner, mare. Otherwise we’d fuck you all senseless until you apologized for making us hike all the way out here for you…” He sneered. “Although I will say…” He added staring at each of their newly expanded racks. “It turned out to be quite the profitable detour… Wonder how much more cow udders like those are even worth! Well, whatever. Pack them up boys! I don’t want to spend a second longer in this freezing weather!”

“Don’t worry, girlie,” A stallion said to the captured Lightning Dust as her limbs were magically restrained and removed from the net. “We’ll find you all a nice set of owners back in Appleloosa. Won’t be crawling back to no plant for a good hard fucking anytime soon, that’s for sure!” A few series of rope flew over to each of the mare’s binding their ankles and wrists together as well as a ball gag to silence any further outbursts.

Lighting Dust couldn’t even flail as her body was forced into the fetal position and slowly descended into a black brief case with an interior shaped exactly for her balled up form. As her body slid into the snug fit, the lid of the container was closed, sealing any light from the outside world away. A soft click indicating her new prison was now locked from the outside. As the magic released her, she quickly struggled to move, only to find she couldn’t even budge a single part of her body an inch! The small lurches of her prison doing little more to amuse the group of slavers that watched from outside. Soon after their cruel laughter died down, she felt her entire container hoisted in the air by its handle, and set onto the nearby cart. Four more similar noises for the remaining cases, all containing the bound and equally helpless mares captured as well.

“Nice work boys,” Flash said. “Now let’s get these cunts the hell out of here…”

~~~~~~~~~ ~~~ ~~~~~~~~~

It was a mostly silent trip from then on. From the noises and feel from outside, the mares could tell the cart was no longer rolling through snow, but now solid land. Silently rolling them towards an unseen destination. Thankfully, the hiking stallions along with them, remained quiet for the most part, usually take a brief moment to talk about their plans when they got back to Appleloosa, most of which were disgustingly offensive.

For what the mares were able to gather from listening, the stallions had been doing this for quite some time now since the town of Appleloosa was reestablished as the new gathering point for all remaining ponies. Stallions from every corner of the world went for safety from the changelings, and of course, having been told sex slavery for women was not only legal, but mandatory. Despicable groups of stallions such as the ones they were currently captives of, were in charge of braving the outside world, avoiding changeling patrols, and finding the remaining stubborn mares who refused to migrate to Appleloosa before kindly pointing them towards it, whether they liked it or not. And the stallions were getting very good at capturing mares. They believed all women were weak and inferior to them, and the fact that almost every run in with mares they tracked down lead to the women being subdued and taken only helped fuel that belief. As much as the mares would have loved to tune out the groups of scumbag’s sexist remarks towards their gender, it was hard to ignore being as it was the few sources of sound they were able to hear.

But as normal as the cart rolling through the dirt was, it suddenly, without warning… stopped… just like that. Then there was silence once more. Each of the mare’s holding their breath as to why. The stallions who had captured them hadn’t said a word they could hear. In fact… as far as they could tell, they had all left the cart! What was going on?

Was it changelings? Had they spotted a patrol and run off hiding with their tails between their legs? Sweet Celestia… did that mean the changelings were going to take them now?!? The mares were unsure if the prospect of being captured by changelings was any better than this, but for some reason they felt more than eager to take their chances with the opposing side right now! It was a long while after that before the mares finally got their answer.

Four more black cases broke the silence, slamming down onto the cart with a triumphant creak of the cart from the added weight.

“Stupid mares,” Flash Sentry sneered, proudly patting his newest captures as his men joined back again from behind. “Don’t you know better than to light a camp fire when you’re trying to hide from someone? It’s like you bitches want to give us a spot to quietly sneak up to.”

“Not as good looking as our earlier captures, but the more the merrier! Today really is our lucky day!” Another stallion commented. “Might have enough bits to take that breather for a few months after this run!”

Lightning Dust sighed, through her ball gag, as she felt four more innocent mares stacked up next to her. Undoubtedly squirming in vain to free themselves from their confines. She wondered what they would be saying if they could talk. How they felt being betrayed and prepared to be sold to some random stallion as property by the very creatures they once lived with. Well… it wasn’t that hard to imagine… This was hell…

~~~~~~~~~ ~~~ ~~~~~~~~~

“Wake up, ladies!” Flash Sentry shouted, loudly rapping one of the cases to awaken the mares he assumed were sleeping inside. “We’re here!”

We couldn’t be in Appleloosa that quickly! Lightning Dust thought to herself. They must’ve taken us to…. the Crystal Empire’s train station!

“Beautiful sight to behold… not that you girls would know from in there, heh,” Flash Sentry went on. To say the station had changed recently would have been an understatement. All around them they were similar carts and groups parked, all with dozens upon dozens of similar looking black cases with them, undoubtedly all full with their unwilling trapped victims. Other stallion slavers had opted for the caseless route, instead were leading a line of naked bound mares onto the newly arrived train. Each mare’s arms and legs being almost completely restrained, besides a little wiggle room for their feet so they could slowly walk. Most mares were looking down, not willing to meet the gaze of the awful stallions, depressed as to not knowing what their fate had in store for them in Appleloosa. Other stronger stallions simply carried a bound mare or two over their shoulders, like it was their big catch. Well… in their own sort of way they were.

A stallion approached a nearby table plopping a bound mare down on top of it before another stallion wearing glasses. The official looking stallion pulled out a measuring tape, wrapping it around the squirming mare’s thighs, hips, stomach, and breasts. After a quick few jots in his pad, he picked up the mare and threw her in a large cage, adding a price tag to the top before handing a large sack containing the appropriate amount of bits to the mare’s capturer, who grinned and walked off. Another assistant locked the cage shut before hauling it onto the train as another stallion approached with another mare to sell.

Littered around the station were trash barrels, each of with were overflowing with bits and scraps of torn mare’s clothing, undoubtedly being forcibly stripped from unwilling bodies. Which the pegasus couldn’t help but spot.

“Ah, yes. That reminds me,” Flash Sentry said gesturing for his men to fetch the four newest cases they had captured. He quickly unlocked and opened one, helping a cute pink pegasus mare to her feet. The mare was still completely clothed seeing as the stallions were in a hurry to make the train. She quickly took in her surroundings, easily spotting the train being loaded up with dozen upon dozen of bound mare captives.

“I’m sorry, what was that?” Flash taunted the gagged mare whose pledging gaze turned to him. “You… you want to be set free? Let you roam back into the forest to hide?” The mare frantically shook her head to convey that was exactly what she wanted. She didn’t want to become some stallion’s little sex toy!

“Sorry…” Flash said with a mocking frown. “You know the slaver’s store policy. Absolutely no returns!” With that, he took a sharp bladed knife, slowly dragging it down the mare’s flinching body. The blade cute through the mare’s clothing like butter. A stallion behind her roughly yanked the cut remains of her clothing away, exposing her bare form to the world.

“Mmmmmm, now doesn’t that feel refreshing?” The cruel pegasus mocked as he gleefully sliced away at both sides of the mare’s panties, watching them fall to the ground. A necessary step seeing as a clothing for mares was outlawed back in town. “Letting that cute little body of yours out in all its glory for the guys to gawk at? Sure, you can pretend to hate it all you want. Deep down we all know you sluts love it…” Flash said to the now angrily glaring and nude mare. “All you creatures have ever done is feed off our attention… flaunting yourself in these skimpy clothes, showing off as much skin as you could just to get a trail of drooling stallions to stare. You’ve all been asking for exactly this to happen, and now you’re angry about it? Shesh, an entire gender of hypocrites…” Flash said, cruelly shoving the now naked mare to the ground, her bound wrists and ankles preventing her from getting back up. “You guys strip the rest of these common cunts and get them on the train,” Flash ordered, turning to the others. “I’ll secure our main prizes myself.”

~~~~~~~~~ ~~~ ~~~~~~~~~

Well… at least things couldn’t get any worse… Lightning Dust thought to herself. She didn’t know why she was trying to put a positive spin on current events. Probably because she was sorely depressed from going from the top of the world to the lowest depths of Tartarus in the span of a few hours.

She and her four companions had been placed on the very end of the train, the caboose… Not that that really meant anything other than a different ‘seating’ arrangement. Currently they were seated on a bench jutting out from the cabin walls. Her and Limestone on one side, with Trixie and Maud on the other, Marble Pie on the back wall of the train between them all.

Their legs were bent at the knees, with their wrists firmly secured on the same knots that held their legs spread. The end result being a cabin full of humiliated seated mares with their legs and arms out of the way, their full assets on display for any passersby. Fortunately for them, they had managed to score the last car in the train, so they were probably going to get the least attention. After Flash Sentry had secured them all down, he had left the cabin, leaving the five mares alone to their thoughts. Through the short opening of the windowless door he had left through to the other car connected to them, Lightning could spot a simpler setup of mares housed in stacks of cages, yet still bound as if it were some sort of bondage convention. Or mare’s arms simply secured from a rope hanging from a hook on the ceiling, their feet just barely able to touch the ground. Lightning Dust couldn’t really make up her mind regarding which set-up she would have preferred, but it’s not like they would have switched her if she could ask. Random stallions the other mares had probably never even meet before were joyously groping every inch of the mare’s unclothed bodies, as it getting a feel for their most private areas, while barking bids to what Lightning assumed were their temporal ‘owners’. The door had thankfully rolled back shut, blocking her from seeing anymore of the nightmare happening mere feet away from her.

Of course this current setup meant she was instead staring directly at Trixie’s seated and spread form. Casual glances at the distracted unicorn told her all she needed to know the mare was faring worse than her. The once dominate unyielding eyes she had come to know were now miserable and depressed. She felt bad for her. She felt bad for all of them! No one deserved a treatment like this… why couldn’t the stallions see this?!

Their arguments with each other seemed so pointless and petty now. In fact, it was downright foolish of them! They had been fighting amongst each other instead of hating the common enemy the entire time. The same enemy that were the reason they were stranded out in the snow, and now, captured as sex slaves! The stallions! They are the ones who pulled the giant dick move of pushing their own sexist agenda while Equestria was already reeling from the changeling abductions! Even with all of their friends gone and the land brought to the brink of collapse, all they could think about was how they were going to get off next! Like they always have! There was no doubt in Lightning Dust’s mind how much she absolutely hated the stallions she had once lived together in peace with. She hated those sexist pigs, not giving a single damn about what they wanted, only caring for themselves! All those years she had happily been at their side, and deep down they wanted to do this with her? Disgusting!

Lightning Dust closed her eyes and attempted to calm herself as she heard the last of the train’s passengers and their slaves boarded. Her now utter contempt for the stallions was racing her heart, getting her all worked up. She felt the train lurch to life and slowly start to pick up speed as it began its journey to the town of Appaloosa. A life of forced sexual service and humiliating acts in the hands of her worst enemy undoubtedly awaiting her.

Count to four. Inhale. Count to four. Exhale…

~~~~~~~~~ ~~~ ~~~~~~~~~

Lightning Dust didn’t know how or when she had drifted off and closed her eyes. The train was still moving at full speed, that much hadn’t changed. They were still scheduled for a living hell. All she realized was she felt something… Slowly opening her eyes she saw two arms reaching behind her head, undoing the ball gag lodged in her mouth! Not a single second after the gag came free from her mouth, did she angrily let loose on the stallion before her.

“You FUCKING animal! Don’t you DARE think of putting your disgusting cock anywhere near me or SO HELP ME I will BITE it off!” Lightning screamed at full force. “Do you hear me!?!!”

After she had settled down she took in who was standing before her… or more like trembling feebly on the floor. It was not a menacingly lumbering stallion, but rather… a short teen aged pegasus named Rumble. That didn’t stop the still restrained Lighting Dust from barring her teeth and growling angrily at the shaken pony.

“Calm down, Lightning,” Maud said calmly, Lightning just realizing the others had had their ball gags removed before her. “He’s not here to rape us…”

“I don’t care!! He’s a stallion! Even if he’s not a rapist now, but he will be someday!” Lightning snarled angrily, reverting her gaze to the floored pegasus which just shouted how much she would like to punch him. “All of you monsters are the same to me!”

“…..Please…” The quivering Rumble spoke. “I-I-I…I’m just here to give you some food…” He said, holding up a large bag of oats he had dragged in with him. “I don’t want to hurt you…”

“He can’t be all that bad, Lighting,” Limestone said, agreeing with her sister. Marble Pie staying solemnly silent still with miserable eyes.

“Yeah right…” Lightning scoffed. “What’s the catch, huh? Oats laced with chemicals to make us horny!? Get us nice and wet for your cock’s entrance?!” It was hard to ignore from the every mare’s current position in bindings that it would have been easy for a stallion to drive their cocks into their vulnerable cunts, and creampie inside while the mares themselves were helpless to prevent it.

The pegasus replied by taking a large handful of oats and shoveling them in his mouth. Making an innocent expression as he chewed that just said “See?”

“Ooooh, so our rapist needs a little chemical help getting a stiff one to shove inside his unwilling victims! What? Is my body not hot enough for you?!”

“Give it up, bird brain!” Trixie scoffed. “Just take some of those oats. No sense being enslaved and hungry at the same time.”

“Hmph! Fine!” Lightning conceded, just now realizing they were all probably as hungry as she was. It had been hours since they had been feed by that wonderful plant they were stolen away from.

Rumble nodded, still slightly shaken up by the pegasi’s anger. He dragged the large bag of oats over to the mare.

“You see the problem with this?” Lightning Dust said, shaking her bound hands on both sides that were still securely fastened to above her knees. “Are you going to let us out of here so we can eat?” She asked hopefully, a plan already forming in her head.

Rumble shook his head. “They… they didn’t give me a key to your shackles. They don’t trust me. I…I’m not even supposed to be talking to you right now!”

As the train passed over a bump in the track, Rumble recoiled in fear, quickly turning his gaze to the still closed train door having mistaken the sound for the slavers entering. Determining that the coast was still clear, he turned back to Lightning. “If they catch me slacking off, they’ll beat me again…”

Lightning Dust just now noticing, upon closer inspection, that the teenage stallion was adorned with various bruises from all shapes and sizes covering the exposed areas of his skin. More bruises than she had!

“Oh… I’m so sorry…” Lightning Dust spoke softly, before quickly shaking her head and remembering her anger. “Whatever! Just make it quick then! How’s this going to work anyway?”

Rumble reached into the bag, scooping out another handful of oats before holding up his flat palm to the mare’s mouth. Lightning Dust rolled her eyes in annoyance but craned her head down to nimble away at the offered food.

“See?” Rumble asked with a warm smile as the pony ate from his hand. “There’s nothing wrong with it!”

“Hey!” Lighting shot back between bites. “Eyes up here!”

Rumble quickly shot his eyes back up to meet hers with a blush. “S-Sorry… it’s just… you’re all really cute.” He said, making sure to suppress his strange urge to pet the mare before him as she ate.

“Just let him look,” Limestone said. “We’ve going to need to learn how to get over it sooner or later anyway!”

“Geez, ok!” Lightning huffed. She didn’t know why she wanted Rumble's eyes off her breasts and on her feeding like an animal offered some pet feed in the first place. It was probably all part of their plan. Get them behaving like animals so they’ll become animals!

“Now listen,” Trixie started, seeing an opportunity to do some good. “Don’t believe what those bad men tell you. We aren’t sluts who are hungry for nothing but sex! We have normal desires just like everypony else!”

“They said they caught you all naked and having sex with some plant…” Rumble retorted.

“He’s got us there,” Maud deadpanned.

“Not helping, Maud!” Trixie returned.

“So… is it true we’re headed to Appleloosa?” Limestone started, taking over.

Rumble looked down, almost as if he was ashamed to answer. “Y-Yes… You’re headed to rejoin the rest of the remaining pony population that’s gathered to rebuild Equestria’s future…”

“Let me guess… mares aren’t going to be seen as equals in this wonderful future of there’s…” Lightning Dust added. Rumble didn’t answer. “How bad is it for us?”

“I… I don’t think I should be the one to tell you…”

“Tell us!” Limestone ordered with an authoritative tone.

“Ummm, welllllll... there’s someone new in charge now... He kinda assumed full power and changed the laws regarding almost everything. Like slavery is completely legal as long as it’s for mares, and it’s illegal for a mare to fight back against a man…” Lightning Dust scoffed, thinking back to their fight with their slavers. Turns out THEY were the criminals in that situation. “Stallions can literally get away with doing anything to you… besides murder. Education for mares is illegal… mare’s speaking unless spoken to is illegal… mare’s not obeying a stallion’s orders is illegal… all of which warrant serve and public punishment… Mares-”

“STOP! Stop! Never mind... I wish I didn’t ask…” Limestone said sadly. “What a nightmare…”

Rumble look loose a long sigh. “It’s not pretty… I know… but it’s all we have left! We’re not all monsters! Some of us don’t like what we’re doing to you girls either. I don’t! You all seem like really nice girls… And I would want to change how you’re treated, you don’t deserve this. But…. we’ve all told we have to follow the rules of our new leader because our society is fragile after the changeling invasion. Our leader is extremely adamant about his position on women. And we can’t take any political upheaving that would lead to conflict! If we break up again, the changelings will easily pick us all off! So….”

“So… what?” Lightning Dust went on. “You mean us mares are just going to have to learn how to put up with being low life sex slaves?”

“For now…. please!” Rumble pleaded staring into Lightning’s eyes. “I know it’s not easy to ask, but I don’t want Equestria’s legacy to end with anarchy or changelings! Even if it’s not the same as before, it’s still my home! And yours as well! A-And my bosses! The ones who bought you all… They’re not all bad! They’re tough but fair… just do exactly what they say and hope you don’t get purchased by anypony!”

“Mmmm!!” Marble Pie broke her streak of silence with a pained groan. The mare started helplessly thrashing about in her bonds, looking as though she was trying to reach herself. The others in the cabin paused their conversation to turn to the earth pony who sounded to be hurting.

“W-What’s wrong with her?” Rumble asked with a worried expression as he scooted on over to where the mare was flailing.

“Damn it! It’s her tits! She hasn’t been milked since we were captured!” Limestone shouted. Rumble could easily spot Marble’s pink nipples, now leaking tiny amounts of white milk, her enzymes still working overtime to produce the white substance not knowing the mare’s containers were reaching full capacity.

“You’re going to have to milk them for her!” Trixie ordered to Rumble.

“M-Me?” Rumble stammered. “I don’t know how do to that! I’ve barely even started touching mares!”

“Well figure it out!” Limestone urged. “Hurry! Before something bad happens!”

Rumble bit his lip, sliding further in front of Marble. The mare was obviously in pain, but shyly averted her gaze with a red blush, unable to meet the pegasi’s gaze. With caution, he reached over with both hands, firmly grasping ahold of Marble’s soft supple breast flesh into his open palms. With a simple soft squeeze Marble cried out just as a splash of milk flowed from her breasts that were now swelling to record size and dripped onto the cabin’s floor.

“It-It’s working!” Rumble said with a sigh of relief. With growing assurance he continued to squeeze down harder, even working to push in and pull outward, all of which was met with moaning approval from Marble. The stream of breast milk came flowing out with much more vigor now, firing off a good distance and actually soaking into Rumble’s tattered shirt.

“Oh geez,” Rumble stammered, momentarily pausing his task and releasing the gasping Marble’s breasts from his hands. “My bosses will kill me if I come back with breast milk all over my shirt!” With a single swift motion he grabbed his shirt, and pulled it over his head, throwing it into the corner and revealing his toned chest and back to the room. It was the mare’s turn to blush as Rumble wordlessly went back to work, grabbing Marble’s heaving breasts and forcibly squeezing the milk out. Marble was obviously enjoying the treatment as she shamelessly moaned in pleasure to each pump.

Finally the excess supply of milk came to an end, the remainder of Rumble’s groping doing little more now besides being a few mews from the mare. With much reluctance, Rumble released Marble’s tits, not wanting to seem like a pervert or anything to the other mares in the train cabin. As the drenched pegasus stepped back, he couldn’t help but notice Marble’s eyes were staring directly at him, her pupils had been replaced by beating hearts.

“Mmmmhmmm!”

“Marble says thank you,” Maud said plainly.

“Oh, uh…. You’re welcome? Heh heh,” Rumble replied, blushing and slightly averting his gaze.

“Mmmmmmmmhmm!”

“Marble said to take off your pants…”

“Wait…. what?!” Rumble stammered. “I’m not doing that!”

“Take off you pants,” Maud deadpanned, “or she’ll break out of her shackles and rip them off for you...”

“She’ll do it!” Limestone added with a growing grin. “She’s crazy strong when she wants to be!”

Rumble could already hear the fastening holding the horny mare in place beginning to creak. “Oh man! Oh man!” Rumble panicked, quickly sliding his pants down, his guilty boner popping into plain sight for the five mares to gaze at.

“Well now…” Trixie sneered, with a coy smile. “Seems like someone else was enjoying themselves a little too much…”

Rumble couldn't help but redden even more. Even after they were legally defined as lowly slaves, girls still managed to find a way to pick on him!

“Marble wants to say thanks in her own way…” Maud said, seemingly unaffected by the humor. “Get closer to her…”

Rumble released an audible gulp, stepping back up to the pony, his erect cock perfectly aligned with her mouth. Marble craned her neck forward as her lover approached, heart racing a mile a minute. The pegasus released a soft groan of pleasure as the mare’s warm mouth enveloped his member.

“Mmmmm,” Marble moaned as she happily bobbed away with what little she could move her head while she sucked off her savior.

“Ahhh!” Rumble groaned, loving every moment of the mare’s tongue sliding across the underside of his dick. This is the last thing he imagined doing with a mare today! Sure he could found any random mare on the street and done it, but he never just found the same appeal with that. This, on the other hand, was amazing!

With both his hands, he reached around to the back of Marble’s head. One gasping ahold of the back and firmly assisting the mare’s movements up and down his cock, the other softly stroking the back of her long flowing hair. “This feels wonderful!”

Around the cabin the other mares couldn’t break their gaze towards the action even if they wanted to! Despite their current predicament, they couldn’t help but stare, each of them growing slowly more aroused by the moment, their folds becoming slick as they watched the shy mare eagerly suck off the nice pegasus who had simply come in the to feed them!

“They grow up so fast,” Maud said calmly.

Rumble throbbing pole drove between Marble’s wet puckered lips. The musky masculine taste flooded the mare’s senses, inducing an even greater feeling of urgency to please the stallion before her. Her hands flailed helplessly in their shackles, anchored to the side but longing to get the slightest tough of the stallion’s toned body.

Without warning, Rumble pulled Marble’s head to his base, lodging his now madly pulsing cock as deep into the cum hungry mare’s throat as it could possibly go. With a triumphant grunt, so loud he worried the other cars would hear, the pegasus climaxed, releasing days’ worth of pent up seed straight down the throat of the happily moaning earth pony. Marble sucked down every drop of cum she had earned, her cheeks bulging out with the pure amount of sperm being unloaded into her, desperately clinging to it all, wanting nothing more in the world than to swallow it all down. But the task overwhelmed her as she failed to keep up! A river of cum spilled from her mouth, which was all caught by her swaying breasts below. The cum splashing into her tits and flowing between the valley of flesh between them.

With a pop, Rumble’s cock from the tight confines of Marble’s mouth, shooting off a few excess ropes of cum onto Marble’s smiling face, coating the mare’s cheek and nose. The mare shamelessly leaned her head back now, release an audible gulp as the entire cabin of ponies watched the bulge of Rumble’s remaining cum travel down her throat, joining the collection in her stomach.

“Mmmmmmmm,” Marble moaned, after which the room stayed silent.

“Marble says thank you, again,” Maud said. “Your semen was very pleasing to her.”

Rumble stumbled backwards, out of breath, having felt like he had lost a few pounds with his orgasm. A wide dumb smile now crossing his features.

“Hey! Buddy!” Lightning shouted, breaking the stallion’s moment. “Don’t just stand there gawking! We’re all on the same boat she is!” She said, shaking her swelling breasts that too needed to also be serviced.

“Ummm, yes… Trixie would also like to request some assistance with her expanded mare parts, please!”

“Pie sisters, first!” Limestone interjected.

Ohhhhh man…. Rumble thought. This is going to be a looooong trip to Appleloosa….

A Changeling’s Weakness (Part 2)

Author's Note

Short additional chapter without any clop this time!

A Changeling’s Weakness (Part 2)

The situation in the hive’s royal chamber had not improved much in the past hours. The mood for sex was dead, of course. None of the mares, stallions, or changeling queen knew how to proceed with the Appleloosa matter, given the ominous threat of a mysterious defense against the all-powerful changelings. All they could do is wait, knowing that with each passing minute, more and more mares were being forcibly migrated to the town.

What could it be… Royal Pin thought to himself, sitting in contemplation on his bed. A spell like the one Shining Armor and Cadence’s used at their wedding? No… there’s no way that level of magic would affect changelings in the slightest anymore. Perhaps they’re gathered the elements of harmony somehow? If they did, I’d wager the elements would backfire against them before it ever went after the changelings…

Thankfully, to break the awkward silence a non-descript stallion, obviously a disguised changeling drone, teleported into the room in a green flash. The mares and stallions jumping to their feet at his arrival.

“Ah, that was quick,” Chrysalis said. “What do you have to report, scout? Tell us everything you’ve discovered on your mission. Do not spare us the smallest detail!”

“I can’t, my queen…” The stallion disguised drone spoke slowly. “None of the drones… were able to even get near the town…”

“….M-my god…” Chrysalis shuddered, her worst fears confirmed. The blood freezing in her veins as she turned a cold white in fear. “They… they know! We were too late!” She growled. “This matter is much much worse than we could have feared for those mares!!! We should have been more aware! It should have been weeks before it descended to this point!”

“Chrysalis slow down!” Jet Set ordered. “What are you talking about? What’s going on?”

“Not for your ears, ponies!” Chrysalis growled, all polite demeanor from her pose gone. “I must act, NOW!” She screamed, causing everyone else tremble backwards in fear of their own.

“More and more ponies are flooding to that same location, it’ll only get worse! We haven’t the time to dally around some table in discussion while the enemy grows stronger against us!” Chrysalis growled to her scout, who respectfully bowed and stepped back. The changeling queen’s eyes shot to Fancy Pants. With a bright green flame that enveloped her, there were suddenly two of the same stallion in the room, as Chrysalis adorned the disguise of a well-dressed man she figured worthy of high stature in the stallion’s world.

“Wait… you’re not actually thinking of going there? Are you?” Jet Set asked, still partly confused as to what was going on. “It’s obviously not safe for you changelings if your scouts can’t get near it! I won’t let you!”

“You! Mare!” She shouted, completely ignoring her master and turning to Suri, who froze in place. “You say this false leader of theirs is commanding their every action?! Making the mares live like this!? He is to blame?!”

“Y-Yes…” Suri stuttered, shrinking towards the ground in the face of the changeling’s furious eyes. “It’s all mostly h-him! Things would definitely be different without him!”

“Good….” Chrysalis said, averting her gaze elsewhere, plotting her next move. This leader of theirs… to be the cause of so much pain and suffering… So much humiliation and misery of innocent mares who just wanted to live their lives in peace. And with her men unable to get anywhere near them… there was only one reasonable course of action she could take with any hopes of succeeding that would fix things.

“Change of plans, everyone… I am going kill that pony….”

Before anyone else could utter a single word, she vanished from sight in a bright green fiery flash, having teleported straight into the heart of Appleloosa.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Keep your heads down… don’t look around, and whatever you do, DON’T make eye contact with anyone! Not even me!” Rumble whispered to the line of ponies. The stallion gave a quick peak outside the cabin door, onto the Appleloosa train station where many stallions were working to unload their cargo from the train, having finally arrived in the new slave capital of the world.

Fortunately, the coast seemed clear, no brutish stallions just hanging around looking to start fights or shady men shaking to steal the first attractive mare slave someone took their eyes off for a moment. Probably because the sun was about to set any minute now. Most of the stallions retreat to the bars late at night. With two soft tugs on the leash, Rumble stepped out of the train, motioning for the mares to follow.

Lightning Dust crawled out. Around her neck was a thick metal collar, locked in place tightly of course, almost to the point it restricted her breathing! Hanging from it was a small tag that read her name with the phrase ‘Sex Slave’ etched directly under it. The leash had been pulled through a hole in her collar, which traveled down between her dangling breasts and legs, before connecting to Trixie’s own metal collar, who crawled out behind her next, needing to keep up the pace with the pony her leash was attached to in front of her. Marble, Limestone, and Maud all crawling out next. None of them needing to say how humiliating this treatment was because they all knew they were thinking it.

“Don’t worry. It’s just a short distance to the store you’ll all be staying at…” Rumble whispered to the girls. “Remember, don’t look at anyone! It’ll only start trouble for you girls…”

Lightning Dust quickly shot her head back down to the dirt ground, wishing she had listened. Her quick glimpse at the town’s lively activities was all she needed to fuel her nightmares tonight. But curiosity had gotten the better of her. So many ponies around her… and yet she had never felt more unsafe in her life.

Mares and stallions were out on the street in plenty, the only difference was, like her, none of the mares were walking. From Lightning’s brief glance upward, she could see every mare wore similar metal collars, were all crawling in the same fashion. Some growling angrily up to the stallions who held their leashes as they were almost literally dragged through the dirt, but none of them actually choosing to rise to their feet when they easily had the ability to. Lightning could stem a guess as to why that was… The only mares that came close to be considered standing were the ashamed ones standing on platforms, doing a slow turnaround as stallions shouted bids at the auction master for the rights to their bodies. Others were tied down to poles as their owners ventured inside the saloon. All of which had no choice but to patently await their stallion’s return while naked and out in the cold, not wanting to be caught trying to escape, but still giving thanks they weren’t the unlucky ones who were actually brought inside.

But those mares seemed to have it easy compared to the other women with their heads and wrists locked in a stockades, bent over at a ninety degree angle. Different shades of cum all centered around their gaping cunts and assholes, while over on the other side their facial features were pretty much concealed under the think spurge. Scribbles of black marker on their rear ends and legs had dozens of cruel remarks written ranging from ‘Rape Here’, ‘Free Fuck’, ‘Cum Dump’, or ‘Use me like the sex toy I am’ were present, all pointed at her reddened pussy, gaping with a mixture of several men’s sperm.

Lightning Dust gave an audible gulp as she continued to crawl where she was lead, hoping those mares were all on their safe days. For some reason, the thought of being knocked up by a stallion rapist behind you that you never even got to see was horrifying to her!

“Those are the bad mares,” Rumble whispered, rolling his eyes knowing Lighting Dust was looking around. “That’s just one of the things that happens to you if you disobey a stallion… A lot of guys really don’t have much in the way of mercy here.”

Lighting came to the quick realization that Rumble could have easily thrown her in the stocks right there and then for failing to follow his orders! Her word meant nothing compared to his! Thankfully, he didn’t. The stallion had proven her to be one of the nicer types, despite her many initial suspicions. She just hoped to Celestia that he wasn’t the only one in this town. Still, she had received her fair share of nightmare fuel for the day, and obediently kept her head low as she crawled the remaining distance, which they thankfully arrived at quickly.

Two surprising happy unicorn stallion heads were painted on an unnecessary large sign on the roof reading: Flim & Flam’s Fun Slavery Emporium!

“Oh you have got to be kidding me!” Lightning Dust cursed under her breath as they crawled inside.

“Welcome! Welcome!” Flim announced. “To the one and onl- oh it’s just you….” He said, noticing it was only their assistant.

“Ahhhh, splendid work, my boy!” Flam said. “Brought our latest shipment to us in one piece. And it seems like they are exactly as advertised… for once.” With that, he took the leash from the pegasus, jerking it roughly to pull the mares to the backend of the shop containing rows upon rows of stacked cages, most of which contained a single sex slave, with a price tag over their cage doors.

Lightning Dust tried her best to avoid making annoyed expressions as the older stallion bent over to grope at her dangling breasts, giving her nipples an extra-long feel. Knowing this town, attitude would have done her more harm than good. Stallions seemed just itching for an excuse to punish them!

“Mmmmm, tits like these will sell reallll nicely,” Flam whispered into her ear. Very creepy. They were just boobs! Why did guys always focus on them so much?! Did they even care she was one of the fastest flyers in Equestria? Of course not. The closest they would come to that would be asking how tight it made her cunt…

“Off you go now, Rumble. The front deck is long overdue for a sweeping. Keep up the good work lad and I think you’ll be due for a raise!” Flim lied, ushering the boy outside with his hands.

“Yes Mr. Flim! Right away, sir!” Rumble said, grabbing the broom from the normal spot and exiting the building.

“In you go now!” Flam chirped, magically undoing the fastening holding each mare connected to the one behind her. Lightning Dust was magically levitated into an open cage, the cage door promptly closing and locking behind her, sealing her inside her new home until such a time as a stallion purchased her. Not a very lively room as it were. In it, there was a half empty water bottle that hung from the back end of her cage which she could have drank from like a gerbil. Not sexual in nature by itself… but she had always personally felt gerbils drinking from those things looked as if they were giving it a blowjob. On the floor was a single small used pillow for her to rest her head upon. And of course a dog bowl, which she assumed her food would be going whenever their oh so kind owners felt like feeding them.

It was a strange setup. Other slaves were caged on either side of her, and below and above, not that she could see those ones through the roof and floor of her cage. She was located on the left side wall of cages. Trixie was pushed into an empty cage on the bottom of the right wall. Maud, Limestone, and Marble all huddled into three separate cages next to each other on the middle back wall. The complete setup forming a square with a missing wall shape.

Considerate. I guess…. Probably the nicest thing a stallion has done to a mare here… Lightning thought as the Pie sisters attempted to comfort each other. Well… now I know what it’s like to be a dog in the pound now…

“Gooood… no fuss from the ladies,” Flam said with a grin as he closed and locked Limestone into the last cage, pocketing the key. “I trust that means you all received your orientation on you way here then… so you know exactly what happens to naughty mares who misbehave.” He finished with a cruel chuckle, walking back up to the front desk to await customers. Once he was clearly out of the room, the mare next to Lightning’s cage leaned over, pressing against the thin metal bars.

“Hey! Pssst! What’s your name, newbie?” She asked.

Lightning checked her mental list of things she had to hate before answering. Every stallion ever besides Rumble? That was a check. Changelings and their queen? Check! The one squirrel she felt was always giving her the finger behind her back? Check again!

“Name’s Lightning Dust,” she answered plainly with a touch of trying to seem tough, not wanting to appear like a train wreck of a mare who was one moment away from breaking into tears from the mean old stallion’s treatment. She might be here awhile and had to set a good impression! Seeing as there wasn’t much else to do…

“Alright. Hang in there. First day is always the hardest. And just call me A.K Yearling,” The mare replied, sticking her arm through the holes in the cages to shake her hand. Only then, did Lightning Dust turn to see who she was talking to.

“Ohmygosh ohmygosh ohmygosh! Daring Doo!” Lightning squealed. Completely forgetting her sexual imprisonment and nudity for a moment.

“Yes….” Daring Do sighed, “or that…” She really missed her disguise… or any clothes she used to wear for that matter.

“I’m like your biggest fan!” Lightning went on, grabbing hold of the cage thin wall that separated them,

“Thanks… I get that a lot…” Daring Do said. It still haunted her to this very day, her decision to insert one of her fans into her novels. It wasn’t even 24 hours later as it’s release that her home was swarmed with fangirls, all seeking to go on similar adventures with her… some of which had written some disturbingly abusive and sexual fan fictions of her… Apparently, no one could keep a secret about her identity. “Could we maybe talk about something else for now?”

“Oh… y-yeah, sorry,” Lighting quipped, suppressing her current fangasm. Making a mental note to bring up her fan fiction later. “So ummmm, how are you here? Shouldn’t you be off in the valley, fighting the forces of evil?”

“I’m here because Ahuizotil captured me again…” Daring sighed. “But instead of throwing me into another lazily designed death trap room that I could easily escape from like the other dozen, he just raped me.”

“Oh…... I’m so sorry…” Lightning said sadly.

“Don’t be. He has a micro-penis. It was really more funny than traumatizing.” She said with a chuckle. “But he did stuff my laughing body into a crate and sell me to these sexist pigs he called ‘top men’ afterwards. That was a week or so ago…”

“Oh geez! If you haven’t escaped from here by then! That means…”

“Yep… give it up kid,” Daring sighed. “No one escapes from this place… much better off not even trying. Might not be any walls around this town yet, but it’s locked down tighter than any jail. They’ve got watch guards, trackers, traps, and even if you do somehow manage to get away, it won’t even be a day before the slavers haul you back here.”

“B-But then what?! We’re just stuck here as worthless sex slaves for the rest of our lives!?” Lighting said, slightly louder than she intended but growing increasingly frustrated. Daring signaling for her to keep the volume down. She didn't care what her idol claim. She was going to get out of here one way or another! “I don’t want to live like this forever! Like… like some sort of dumb animal!”

“And we won’t have to!” Daring assured her. “I don’t know if you’ve noticed. But the sun and moon still rise and fall each day. That means our princesses are still alive and out there!”

“Yeah!” Another mare from below Lightning couldn’t see said. “And if they’re out there, who knows who else is too? Maybe all of the ponies that were abducted by the changelings managed to escape! They’ll come to rescue us any day now! I just know it!”

“I sure hope so…” Lighting sighed, folding her knees to her chest.

“That’s really the only thing that keep most of the mares here going…” Daring said. “The changelings don’t come an inch near this place, for Celestia knows why, and the stallions certainly aren’t showing any sign of reversing their position on us. Now that they so conveniently have us locked in cages, especially not with you know who in charge. Is it just me, or have guys always been hinting they’ve wanted to do this to us?”

“Wait…” Lightning spoke. “Everyone’s been talking about this new leader guy. Who is he?”

“You don’t know?” She asked, to which Lightning shook her head.

“After the four princesses vanished by the changeling’s hand, he assumed all power in their vacancy as the rightful next in line for the throne being partly related to Celestia.” A mare from the above cage spoke.

“But who’s he!?”

“Prince Blueblood.”

~~~~~~~~~ ~~~ ~~~~~~~~~

“Something wrong, Rarity?” Suri asked.

“I j-just felt a dark chill…. creep across m-my very soul…” Rarity stuttered, eyes wide and frozen in fear.

“…………Fine! Fine! I can take a hint!” Suri sighed, withdrawing her monstrous cock from her slave’s rear entrance.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Never heard of him…” Lighting shrugged. “What has he done anyway besides declare us worthless?”

“Take a closer look around,” Darning replied. “Do some of us sex slaves seem a tad… different… to you?” Lightning was confused, but complied anyway, taking a closer look at each of the miserable faces in the cages she could see on the opposite walls. Something she surely would have enjoyed missing.

“Hmmm… unicorn, unicorn, pegasus, earth pony, unicorn, earth pony, hey I went to flight school with her, another pegasus, earth pony, wait…. WHAT?” Lighting quipped. She had no idea how she missed this when she came in.

There, in side by side cages, were two naked grey and black zebra mares, kneeling calmly in their cages with closed eyes as if the smallest flinch or sign of discomfort they gave would be a victory for their captors.

“Zebras!!” Lighting shouted in silence, hoping they couldn’t hear her gossip. She had only heard stories about such creatures, never actually seen one in person. And this certainly wasn’t the way she pictured or wanted her first encounter to turn out. “W-What are they doing here?! They normally stick to their own land!”

“Well, apparently somepony sent out a distress to nearby nations saying we were recently attacked by changelings and needed immediate assistance. That much was true. But what wasn’t said was the so called ‘help’ they were seeking was not enough fuckable holes for them to stuff their dicks into!” Daring scowled. “Zebras like those two are easily picked up now roaming around in Equestria, seeking to help us. They don’t even know stallions are dangerous! Usually just wander right up to them…”

“That’s awful…” Lightning said. Zebra mares seeking to help those in need. These were the last women in the world that deserved to be enslaved!

“Yeah… that is Blueblood’s idea of a pro-immigration policy.” Lightning Dust was really starting to not like this Prince Blueblood. Now feeling the need for an extra urgent rescue from the princesses. Relations with the Zebra nation were already strained before all this. But now… if word ever got out about this, tricking their citizen into our territory and forcing them into demeaning sexual servitude?! It would be seen as an act of war! Ponies already had the ever constant threat of changelings to deal with, they didn’t need the Fallout of another war with zebras!

“I know that look,” Daring sighed. “I feel bad for them too. They don’t deserve this. But this is just our life now for the moment. And cheer up! Things aren’t too bad here… well… compared to the rest of town it isn’t. If they’re lucky they’ll stay here for a while, seeing as Flimp and Flamo over there charge an arm and a leg for rarities such as them.”

Lightning squinted, trying to glimpse at the price tag hanging above the Zebra’s cages.

“10,000 bits?!?” Lightning whistled. “Oh man, the things I could buy with that kind of cash on my hands!… But why is the other one only worth 9,000? She’s cute too! Really cute!” Secretly, Lighting was already wondering how well they performed in bed when the lights were out.

Daring gave a quick glimpse over to the still and silent zebra mares. “Smaller breasts… see?” Lightning gave another quick peak. The zebra on the right easily having large D-cup size, while the other on the left was more in the C range.

“Wait… so they’re valuing us based on our bodies!?!” Lightning exclaimed to which Darning nodded.

“Mostly our breast size and how much we weigh…”

“That’s despicable! It’s repulsive! It’s….it’s….actually… I guess that much is still the same about them. Just now they are taking it much more literally. Guess some guys don’t really change all that much. Wow… wonder how much I’m worth?”

“No! No! Don’t look at your own price tag!” Daring warned, but Lightning didn’t listen. Leaning forward and poking her fingers through the cage holes the pegasus briefly managed to turn the tag, getting a good look at her bit price.

Daring didn’t hear the pegasus give an amount, all she saw was the mare silently turn to her with a large smug smile on her face before leaning back in relaxation in her cage.

“Yeahhhhh…. I’m going be here for a while!”

“Fat chested cow…” Daring scowled. “You remind me of this other pegasus I knew. She looked like a flyer and loved to flaunt her ego in everyone’s faces too.” She was actually unsure why this pegasus seemed like a flyer too… given her well-endowed status… Extremely large chested women usually weren’t found doing athletic roles.

“Oh what are you so angry about?” Lightning asked. “You’re a celebrity! You probably go for a handful too!”

“They haven’t read my books…” Darning mumbled. “They don’t believe I can even write. Not like it would matter. Its mare literature now… They probably burned everything a mare has ever written.”

“You mean another Blueblood law?”

“No…” Daring sighed. “Blueblood would have done something like replace all the author’s names with stallion’s. Probably his own. He’s cruel, but he isn’t wasteful.”

“Shesh… well what else is there to know about this jerk, Blueblood?”

“Well, let’s see… from what I gathered with all the random stallion chatter around here, he noticed a power vacuum left behind with all of Equestria’s leaders gone. Common idea going around was that the mares taken wanted to go with the changelings, for Celestia know’s why, so it was easy for him to manipulate that anger in the leftover and lonely stallions to doing his bidding. Rebuilt the nearest settlement outside of changeling patrol territory… revoked all our rights and privileges as pony beings, and basically classified us as male property… The nerve of that asshole…”

“But… you said the princesses are out there! How can he run a new dictatorship with our current rulers still alive?!” Lightning asked.

“A lot of ponies, even stallions, ask that same question. But Blueblood just ignores them, saying he’s positive the princesses are long gone, or traitors to all of pony kind, if they aren’t either of those, they no longer hold any right to power… just like all other women…”

“All women…” Lightning sighed. “Not just ponies, but zebra women too!?”

“And buffalo women, and gryphons, and even yaks. Pretty much all intelligent life, the female gender are going to be inferior in every way. What a coincidence…”

“I really want to punch that asshole…” Lighting growled.

“We all would… especially me, even knowing what they’ll probably do to me if I did.” Daring sighed. Lightning knew she wasn’t bluffing. Daring Do’s was well versed, strangely, with experience of punching giant pussies in the face.

“I’d punch every stallion in the world for what they’re doing to us…” Lightning added, not wanting to seem weak in front of her idol.

“I know it’s easy to hate them all, but there really are some good ones out there!”

“Seriously?” Lighting asked. “Why does everyone give these guys the benefit of the doubt?”

“I came here willingly…” A mare above her said.

“What?!” Lightning exclaimed, turning to face where the voice was coming from. “Were you high?!”

“Me and my sister… we weren’t ready to survive out in the wilderness all by ourselves…” She replied. “We were starving by the time a stallion found us. He didn’t capture us, but he fed us! Then he convinced us to come here to the last bastion of pony society left where we would at least survive. He was going to keep us as slaves but he said he would never abuse us, and he never did… but… some men broke into our room in the middle of the night and carried me away… they used me then sold me here… I’ve been waiting for him to find me ever since… But he would never come inside a scummy store like this place!”

“I kinda had the same deal… It was odd,” Another mare spoke. “The slavers who found me and my friends seemed to genially believe we would be better off here than taking our chances in the deserted city of Los Pegasus… and they’ve been right so far. Never really pictured slavers of actually being nice before this.”

“And don’t forget Rumble!” Another mare quipped.

“Everyone loves Rumble,” Daring said with a smile. “He’s half the reason living here is so tolerable.”

“Geez… a bunch of softies…” Lighting scoffed. “Why don’t you just ask Rumble to buy you!” Many of the faces turned and blushed, causing Lightning Dust to roll her eyes and face palm.

“On his salary? Please….” Daring scoffed. “It would take him months before he had enough to buy a single one of us. Even with Flim and Flam’s generous 2% employee discount. But….. a lot of the girls here try for the next best thing when Flim and Flam order him to work overtime before they leave for the night.” Daring Do responded with a seductive lick of her lips as she laid down onto the floor. With more flexibility than Lightning Dust, Daring bent her spread legs back so as her knees were hugged to her breasts, positioning her bare cunt near the hole near the front of the cage where a stallion could presumably, with difficulty, thrust his cock inside.”

“Wait…. You girls want to have sex?! Him? Here!?” Lighting exclaimed, completely dumbstruck.

“With him… yes,” Daring sighed, rising back up to a normal sitting position. “But he’s very shy. Extremely hard to seduce, even with our combined skills. Can’t really blame him. All of us would be watching him fuck us even if we said we wouldn’t.”

“B-But why!? Why do you want to have sex in a town like this?!”

“We don’t want to have sex… we just want to have his foals…” Daring answered plainly.

“….Try again….”

“Especially in a town like this…” Daring went on. “Any one of us could be hauled out of here without a moment’s notice… and delivered into the hands of some crazed rapist who would make it his life’s goal to impregnate us, seeing as protection isn't a real thing here. Given the small choice we are allowed to have here, wouldn’t you choose to deny them that satisfaction and instead get knocked up on your own terms… with a kind stallion deserving of such an honor?”

Before Lighting could answer the seemingly perverted question. She, and everypony else, immediately quieted down as Flam casually walked into the room, whistling a merry tune.

Leafing through the row of silent cages he finally found the one he was looking for, magically levitating it off the rack, and floating an empty one into its place. The mare inside, a purple earth pony with average sized breasts slumping over in defeat as she was carried out of the room to her buyer outside.

“Last sale of the day, ladies! Lights out!” Flim announced, poking his head into the room. “And like always, don’t even think about chatting with each other! There’s only one thing in this town your mouths are good for!”

As Flim flipped the light switch off and locked the door to their room shut, Lightning didn’t even need to look to know most of the mares in the room were rolling their eyes.

"You should get some sleep," Daring said. "You look like you've had a long day."

"Alright... just try to keep the volume down, okay?" Lightning yawned, as she closed her eyes, laying back into her pillow. She was not looking forward to life in this town…

A Changeling’s Weakness (Part 3)

In a lone dark alleyway between structures, a brief green ball of fire erupted from nothingness. Chrysalis, queen of the changelings setting foot in the town of Appleloosa for the first time, still adorned in her magical disguise as the influential Fancy Pants.

However, no sooner had her feet touched the ground did the stallion disguised changeling knees follow soon after. The queen collapsing onto the dirt ground. She couldn’t do a thing to stop the bile rising from her intestines as she lurched over, throwing up the contents of her stomach onto a stack of wooden crates before her.

I-It’s far worse than I imagined! Chrysalis mind screamed. I…I need to m-make this fast!

Steeling herself through the pain and disgust, Chrysalis wiped her mouth as she struggled to her feet. With much added effort, she attempted to resume a normal walking pace out of the back alley, as the wooden crates she had defiled slowly dissolved behind her.

It was night…fortunately. Even as bad as the feeling she had now, it would only get worse when the ponies of this awful town awoke once more in the morning. An idle stallion sitting on a nearby bench spotted the limping stallion, who appeared to be in a great deal of pain. He quickly rose and trotted over to the man.

“S-Sir? Are you alright?” He asked, concerned. “You don’t look to well… do you need a doctor?”

Oh sure! Be a decent pony being to me because I’m a STALLION! Chrysalis growled through thoughts. Is it that hard to show the same respect to a mare!?!?

I-I’m fine,” Chrysalis coughed, putting on her best impression of the Fancy Pants she had come to know. “However… would you be so kind as to point me in the direction of this… B-Blueblood fellow? I have an urgent matter that requires his immediate presence…”

“Oh… you must be new here, fellow. Guy lives in the big manor on top of the hill down that way. Can’t miss it…”

“T-Thank you…” Chrysalis said, immediately trudging off in the direction the stallion had pointed.

“You know he’s not going anywhere!” The stallion called after her. “And you look like you could really use a visit to the whore house. Get yourself in a nice quick slave mare… reckon it’ll brighten you right up!”

Chrysalis stumbled again, thankfully keep her footing. She wanted to hurl again just from hearing that disgusting remark!

“N-No thank you!” She said, forcing the most polite tone she could muster. The stallion just shrugged and started walking the other way to the whore house alone.

Animals! All of them! Every single one! They’ll get what’s coming to them! I’ll level every building in sight to the ground if I could! But I haven’t the time to deal with these monsters now… I can already feel my magic beginning to fade. I must hurry!

Chrysalis soon arrived at her destination. Sure enough, it was a newly constructed mansion, on a high hill overlooking the rest of town. Quite elegant in its design but its golden decorations and marble pillars just shouted that it was out of place in the middle of the otherwise empty desert. But above all, it announced that this is where the pony in charge lived. Exactly what Chrysalis wanted right now…

Chrysalis knocked on the door as hard as she could before taking a long deep breath, standing up straight, and assuming the most dignified pose she could think of. A pose she quickly lost upon seeing the pony who answered the door.

“Y-Yes?” A mare asked, the very sight of which almost made Chrysalis want to cry. She was a shy frail creature, the only clothing she wore suggesting she was the maid, but doing absolutely nothing to hide her privates from onlookers. She stood there holding the door open with her head low, not wanting to meet the gaze of the superior stallion above her. If Chrysalis could, she would drop her disguise in an instant and hug her. Assure her that everything would be ok! That she would be leaving this awful place forever. To be with ones that actually cared for her! But she couldn’t jeopardize the mission so.

“I’m here to see the Prince…” Chrysalis swallowed.

“Of course…sir… please… come inside…” The frail mare bowed even deeper as she gestured the disguised changeling inside before closing the door behind him.

Inside the manor was even worse. A handful of similar collared and naked dressed mare cleaners scattered the room. All of which were equipped from dusters to brooms, diligently cleaning every surface of the prestige house. They bowed low as Chrysalis approached them, breasts drooping down, but doing nothing to conceal their embarrassing forced nudity. They made no hint of it, but Chrysalis could just feel the suppressed rage and anger the mares held in. Their spirits were broken but their hatred for stallions like her remained as strong as ever!

“F-Fancy Pants?” A voice to her side called. There entered Prince Blueblood himself, adored in a royal robe and crown on his head as he strolled through the hall to meet his guest. The mare servants bowing again and withdrawing to the wall. “What are you doing here? He asked curiously.

Finally! The jackass is here…

“Ah, Blueblood, my good… fellow!” Chrysalis said cheerfully, trying to suppress her growl as every cell in her body screamed out in discomfort. “I was just in the neighborhood and thought I would drop by… see how our fearless new leader is fairing in his new role. Would you… by any chance… have a more private room where you and I could discuss matters on a more personal level?”

Blueblood paused for a moment before giving his visitor a bright smile. “Of course! Anything for my oldest friend!” He said, patting Chrysalis on the back and gesturing for him to follow.

“Don’t mind these things, my friend” Blueblood remarked with obvious cruelty to the mare slaves who ducked out of their way as their traveled the hall. “But feel free to use one if any of them catch your eye! And don’t be afraid of breaking them, course. Like any sex toy, they are all easily replaceable…”

Chrysalis stumbled a bit, quickly playing it off as if nothing had happened. “N-No, none for me… they don’t quite seem to be my type…”

“Of course,” Blueblood said, respectively pulling open a door and gesturing her inside before him. It was a lavish room. Paintings and decorations adorning the four walls but all that stood in the center were two chairs and a table between them. “My apologies if this room isn’t to your fitting...” Around the room there were royal guardsmen stationed on the walls, standing at focused attention. “But these are dangerous times we are living in… what with our enemies on the loose, just waiting for the right moment to strike. I can’t even walk outside without my security detail lording over me. But it’s all for the best I suppose. I shudder to think of what would become of my citizens if something were to ever happen to me…”

“Oh! It isn’t a problem!” Chrysalis coughed as she took her seat in one of the two chairs in the center of the room facing each other. Not what she had exactly hoped for, but the guards were fairly distanced. With any luck they wouldn’t be able to stop her.

New plan… kill the bastard at all costs… to hell what happens with Fancy Pant’s identity afterwards. All that matters is the problem is fixed!

“So….” Blueblood said with a grin as he sat down on the opposing seat. “How have things been with you my friend? I’m ever so thankful to see you’ve managed to evade the changelings for all this time. I’ve heard stories about what they’ve changed stallions into…” Blueblood shuddered. “I simply cannot imagine a more horrible fate for one’s such as us.”

I can think of one… Chrysalis sneered in her head. “O-Oh yes… awful matter… those changelings. I’m sure none of the stallions deserved to have those awful things happen to them...” Chrysalis said absentmindedly as she attempted to focus. Giving every bit of willpower she had, she attempted to activate her magic. But… to her complete dismay, her once powerful magic failed to come.

Come on!! Come on!! He’s right there! Snap his neck! Break his spine! Crash the crystal chandelier down on him! Something! But no matter how hard Chrysalis tried, her horn wouldn’t even glow! She couldn’t lift a single finger with her magic!

“Quite right,” Blueblood said sadly. “It appears us men are simply are just the victims in the changeling’s games. It’s only right I give the stallions of my new empire the right to relieve their stress with the mares. After all, the women are the reason the changelings are even here. One could even say our treatment is lax… given this is all their fault. Wouldn’t you agree, Fancy Pants?”

“Yes… yes, of course….” Chrysalis spoke. Now fumbling around, looking for a sharpened object on the table between them. A butter knife?! Who even uses these things!? How am I going to use this to kill the bastard who thinks these wonderful creatures deserve this hell!?”

“You look tense…” Blueblood said, staring with concern at the other stallion who seemed to be looking at everything besides him. “Something troubling you, my friend? Wait wait… actually… I think I have just the remedy for your aliments!” He said with a smile, before snapping his finger.

The door in the back swung open. One not so happy looking servant entered, with her, holding a leash tied tightly around the metal collar of a gagged unicorn known as Trixie came crawling after her, a furious gaze in her eye as she spotted Blueblood and the stallion he was with.

“You like her? Purchased her this morning, myself. I know a good deal when I see one.” Blueblood said with a growing smile as the unicorn was forcibly pulled over to them. The servant mare quickly handed the leash to him, shooting a quick apologetic look to Trixie, before bowing and retreating from the room. “My newest pet… but I can already tell she’s going to be my star prize!” He added with a lusty grin.

With a flash of his horn, he lifted the unicorn onto the table, slamming her face up onto its surface where he kept her arms magically restrained at her sides as well as her legs which he made extra sure to spread open. The unicorn’s cleanly shaven clit popping into his view mere inches away from him. Even though she wanted to, Trixie remained completely powerless to fight against his magic with the inhibitor rings still firmly locked in place around her horn.

“Just look at these tits!” He said with a lick of his lips, grabbing the heaving mountain of flesh and roughly squeezing, causing the unicorn to groan in pain through her gag. “No one can honestly tell me a creature with breasts this large are good for anything other than living beneath us as an outlet for our lust! And thinking back to the most notably aspect of the Fleur Dis Lee pet you traveled around with… I’d say this unicorn is exactly your type,” He said with a wink, giving another shake to Trixie’s endowed chest. “Go on… as my guest of honor, I invite you to have a go at her...”

Chrysalis had stumbled up, eyes fearful as the unicorn restrained on the table looked up to her with a gaze of pure hatred. A gaze that only intensified with every word Blueblood spat above her.

“I-I can’t!” Chrysalis stuttered. The feeling was already driving her mad. But she couldn’t risk blowing her cover for this!

“Why not, my friend? I must insist! You’d be doing me a favor! She’s a fresh arrival to our quaint little town so you can just imagine I need all the help I can get breaking her will…” Blueblood said, magically spreading the unicorn’s pink folds open, attempting to entice Fancy Pants further.

“I’m a married man…” Chrysalis thought, thinking back to every detail she knew about the stallion she was disguised as. “I will remain faithful to my wife!”

“Oh please,” Blueblood scoffed. “Your marriage holds no value in my new world. Especially not after your wife so willingly left you for the changelings!” He growled. “But…. I suppose I can respect your wishes, at least for privacy’s sake. Even so, I must implore you, have a grope of these magnificent breasts… Just a quick touch, perhaps?” He said with another smirk. “They really are something wonderful. Their feel… weight… even her nipples, all as if designed to a male’s ideal desires! Heh, they don’t even make bras this big. Especially not anymore. And besides, this mare could use a good reminder of her place in the world...”

“I-I can’t do that either….” Chrysalis said now, her forehead starting to drip with thick beads of sweat. Every bone in her body was screaming for her to get out of this awful place! But she had to finish her mission. Even if it meant straggling the bastard with her own two hands!! Slowly, she began to stumble forward.

“Oh… I see,” Blueblood said calmly, sitting back into his chair and giving a subtle nod to the guards in the corner. “Pity really…”

“No…no it isn’t…” Chrysalis spoke slowly.

But before Chrysalis take the final step and lunge her hands around the throat of her enemy her body erupted in electric heat. Thousands of volts of magically energy coursed through her body, cast by the royal guard standing directly behind her. Chrysalis’s body froze up, unable to even scream out in pain as she was electrocuted.

Finally, in a smoldering heap, the stallion disguised changeling collapsed to the floor, her limps writhing and spasming. The first time she had felt true pain in a long while.

The royal guard slowly approached her motionless body, roughly yanking her head up and pushing an inhibitor ring down to the base of her horn, which clicked and locked into place.

Before Blueblood’s very eyes dissolved the stallion he had met with, revealing the true form of the spy, one naked and injured female changeling’s queen.

“My my my!” Blueblood said with his largest smirk yet. “I figured the changelings would have sent a disposable drone after me that I could have made an example of to the town… But the queen of the changelings herself?! Heh, that is a whole other realm of stupidity…”

Chrysalis was still far to dazed to even glare at the prince as her body was hoisted into the kneeling position. Blueblood leaning over and giving two quick pats on her cheek. “I was lying before… In truth, you are going to be my star prize…”

Rising back up, Blueblood quickly ordered his men. “To the dungeon with her! She is exactly what we’ve been waiting for to proceed with our plan!”

As the guards carried the newly exposed and limp Chrysalis off, and Trixie back to his private quarters, Blueblood could only shake his head and softly chuckle to himself.

“Heh, of all the stallions in the world to choose from she picked Fancy Pants… Even at my prime, that man could never stand looking at me…”

~~~~~~~~~ ~~~ ~~~~~~~~~

“Ok………….” Daring Do said with an exasperated sigh, banging her head against her crossed arms that sat on her knees. “So in your story…… I grab the jewel encrusted golden dildo and make my escape from the temple. But instead of poisonous darts or pits of lava…. there’s only sex traps…… which tear away my clothes and start having their way with me…. Then… for some reason… you say I start to enjoy it?”

“Uh huh!!!!” Lightning Dust gushed with stars in her eyes. Every sign Daring gave that this was an incredibly awkward and weird conversation flying right over her head. “Then… then the snakes come out and start using their head and tails to-“

“Ok! Stop! Stop!” Daring Do said, to which the pegasus complied, still eagerly bouncing up and down as she shared her fan fiction idea. Why had she even offered to listen to this? Because this pegasi’s friend was sold earlier and she felt bad for her? Even so, she was really starting to regret that decision... “Let me just ask you…. Is there anyone… or anything, in your story that I don’t have sex with? Namely… my most hated enemies?”

“No!!!” Lightning Dust squealed excitedly. “But that’s not even the best part! You see… the golden dildo has this super cool magical power that makes you grow a dick of your own! Which you use on Ahuizotl to-!”

“Ok! Stop again!” Daring ordered, now covering her ears shut, “I….uh… don’t want you to spoil it for me! Heh…”

“I thought it was pretty cool,” Rumble said from outside the cages, shoveling food through the hole in their cages and into their dog bowls. “I would definitely read it!”

“……..Annnddddd I would to!” Daring suddenly adding, her face reverting in an instant as she shot Rumble a seductive smile. “What’s your favorite part, Rumble?” She asked with a wink. “Was when Ahuizotl makes me into his sixth cat? Or maybe when Dr. Caballeron and his gang take turns giving me their creampies before……. *sigh*…. taking me home to keep as their real treasure…?”

“Uh… errrrr, heh heh,” Rumble said with a now mad red blush across his face. He quickly threw the food into Daring’s dog bowl before scooting out backwards from the room.

“Shesh Daring, give it a rest!” Lighting scoffed. “You’re acting exactly like the stallions say we are whenever Rumble is nearby… You know he has a hard time around girls! And he’s way younger than you too!”

“I know… I know!” Daring sighed. “I just can’t help myself! I’ve never felt this way before!! It’s just, whenever I see his kind warm loving smile or him caring for us… I just want to… well… ugggg! Let’s just say I really don’t want to be in this cage when I do.”

“None of us do,” Lighting said. “But you know Rumble would be dead if all your girls got out and fucked him to exhaustion…… which just happens to also be the plotline for my other story where you traverse to the Temple of Forbidden Lusts after forgetting to put your clothes on in the morning! Here’s how it goes….”

“Kill me now….”

Meanwhile… at the front of the story, a lone wealthy stallion by the name of Filthy Rich entered, pulling off his hat as he approached the front desk where Flam stood with a professional smile.

“Excuse me, my good man. But would you by any chance have any Apples for sale?” Filthy Rich asked.

“Apples?” Flam said, slightly confused and taken aback. “Have you checked the market, sir? There should be plenty. This is Appleloosa after all!”

“No no! I mean mares of the Apple family! I’m starting a collection of them for my business. They’re a strong, reliably breed. Their milk just has the exact taste and kick to it I’m looking for!”

“Oh, quite the noble aspirations if I do say so, but I’m afraid I can’t tell you.”

“And why not?” Filthy Rich asked. “I’m one of Appleloosa’s most wealthy influential members!”

“No no! I mean I don’t know! We are supposed to be getting a rather large shipment of mares from Manehattan any day now. A bunch of mares from Our Town. Chances are a few of them will be Apple related.”

“If they’re from our town… what are they doing all the way in Manehattan?” Filthy asked.

“No no! I mean the town they are from is called ‘Our Town’, or at least they think it is. No one really knows exactly what it’s called,” Flam said.

“Oh… well can you at least take a guess how long it’ll take before that shipment arrives?”

“Well…. not for another two days…”

“You can’t take a guess for another two days?”

“No no! I mean-

This scene of dialogue continued for longer than any of their decedents would be proud of. It would probably be best if we just skipped ahead.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Ah…. I think I finally understand what you’re saying.” Filthy Rich said. “The guy is actually named: Who.”

“Exactly!... Wow, is it night already…?” Flam said looking out the window.

“Why don’t I just have a look around?”

“By all means, Mr. Filthy!” Flam said, gesturing the stallion into the back room. The stallion didn’t waste any time as he scanned the rows of cages, looking for the mares that meet his qualifications.

“We’re part of the Apple family…” Maud said calmly raising her hand.

“Are you now?” Filthy asked surprised. His eyes didn’t take long to wonder over their enlarged breasts at which point they practically popped out of their sockets. “G-Good enough for me!”

“Now sir… I must warn you. Those three are some of the most highly priced mares in this town! I don’t think just anyone could-“ A giant sack of gold coins hit the floor. “….buy them so quickly, but you my good man have proven me wrong!”

“Well… that wasn’t very smart…” Lightning sighed as the final three ponies she had traveled with were purchased and carried out of the back room. She couldn’t help but feel even more alone now.

“Actually… that was incredibly smart!” Daring said. “Filthy Rich runs the monopoly of milk production in this town. It’s the easiest job a mare could find! All they do is hook up our tits to some machine that gropes and squeezes our breast milk out while we just sit back and relax! Most girls here would kill for a place there… but our tits aren’t nearly big enough to get in…”

Really?! That’s the dream job in this town! Shesh! How low is the bar really set!?

“Sir?” Flim called after him. “Perhaps, would you want to purchase the complete set? I’m sure this one has just as much milk in her jugs as your current orders!” He said, pointing to Lightning Dust’s cage. The pegasus froze in place.

“No that’s quite alright, I’m all set for now.” Filthy Rich said, hoisting Limestone’s cage up by the handle and hauling her outside. The mare was placed on the cart next to her sisters before taking off, headed straight to the factory to be put to use.

“Phew…” Lighting said after releasing a long held breath. “Seems like today still isn’t my day!”

“I don’t know,” Daring said, unconvinced. “If I were you, I would have been begging to be taken by him. Who knows what sort of creep will set their eyes on you now?”

“Oh please,” Lightning scoffed. “Have you seen my price tag? That’s the glory of being owned by these two con artist jerkoffs! No stallion is even coming to come close to having enough bits to buy me! I’m just the girl everyone wants but no one can have…”

As if on cue, the exact moment Lightning Dust finished her sentence, the door to the shop swung open once more. In walked the pegasus flyer known by many as Soarin.

“Uh… h-hi,” Soarin spoke nervously, walking up to the front desk where Flam stood. “I’m here to…uh.... purchase a mare. It-It’s for a friend…”

Oh geez… not another one of these buyers… “Of course! Of course, my good sir!” Flam said happily. “Well… does your friend have any exact specifications he wants for his slave? Unicorn? Earth Pony? Large Breasts? Flat Chested? Or is he willing to try something more adventurous and exotic and go for a Zebra, perhaps?”

“Oh… um… I guess he would like one pegasus… who’s a strong flier type… large large chested… and really cute…” Soarin said with a blush, feeling like a kid in a candy store.

“We do have one mare in that regard… but I’m afraid she’ll be far out of an average man’s price range. She’s 15,000 bits.”

“Oh… that’s a little steep, but I can still afford that!” The new captain of the Wonderbolts said, pulling out a large bag of golden bits. Even Flam was impressed as the sack hit the counter top, his pupils changing to money signs as a cash register sound went off in his head again.

“Splendid!” Flam said, in a noticeably more chirpier tone. “Why don’t you come on back with me sir and I’ll show you her!” Flam hooked an arm around Soarin and lead him to the back room, pointing him towards Lightning Dust’s cage.

Is that…. Soarin?! Lightning Dust thought. That creep is into treating us like fuck slaves too?! I can’t believe I used to look up to him…

Lightning Dust’s menacing growls went completely unnoticed by the clueless stallion who’s mouth had already started to droll a tad upon seeing the caged mare’s bare tits.

“I’ll take her!..Er.. I mean my friend will take her! Uh… I mean I’ll take her for him!!” Soarin exclaimed.

“Excellent choice, sir!” Flam beamed, as Soarin tossed the fat sack of golden bits into his hand. “You won’t be disappointed with your purchase!”

“Well….” Daring said sadly as Lightning Dust’s cage was picked up by the handle. “See ya, kid…”

“Bye….” Lighting returned with an equally sad wave to her new friend as she was carried off like a piece of luggage.

~~~~~~~~~ ~~~ ~~~~~~~~~

Soarin whistled happily as he hauled Lighting Dust’s cage through the door of his apartment. Lighting Dust figured it odd that somepony with enough money to purchase the rights to her, couldn’t afford a larger place to live. Probably seeing as so many ponies were attempting to live in the small town, they all had to take what they could get. It was a two room set up. Soarin’s bed was by a large window overlooking the street two stories below them. Next to that bed was a plain looking empty coach, and further from that the living room area there was the stove and various objects that would make up a kitchen. The other room was a simple bathroom with a clean tub and sink. Boring…

“Alrighty then! Let’s get you out of that cage! You’re legs and wings are probably killing you after being trapped in that thing so for long!” Soarin said, as he set down Lighting’s prison beside his bed before unlocking the cage door and opening it. Lightning Dust was hesitant to crawl out to face her new owner but still grateful to be free from those cramped confines.

“Heh… you don’t need to crawl here! You can stand up! J-Just don’t do that when we go outside… not to many stallions take kindly to mares walking on their own two feet.”

Lighting slowly rose to her own two feet, still staring at Soarin with a cross unamused expression. Her folded arms and body language just shouting she thought her buyer with a total creep but still she knew better than to actually say it.

“I-I know…. You probably don’t think too highly of us guys these days…” Soarin sighed. “But I’ll be different!” He said with a comically large grin! “See?! I’m a nice guy! And I promise I’ll treat you better than you see stallions treating mares on the streets!”

Lightning Dust said nothing, her expression remaining the same besides a single raised eyebrow.

“F-For starters, I won’t keep you locked up in that cage all day! That just seems mean. You can sleep on my couch!”

Oh joy… gone from sleeping in a cage to sleeping on some weirdo’s couch… Reeeaaaallllyyyyy moving on up in life…. Lightning thought, staring at the plain old coach. Of course I’m still not allowed to wear clothes… or go outside and fly… or even punch this jerk in the face!

“Well I guess that’s everything then,” Soarin said. Then… with a growing red blush, averted eyes, and reaching up to scratch the back of his head he asked, “so um…. You want to… maybe… fool around a bit? Heh heh…”

“Umm…. No…….” Lightning said now looking significantly more unamused at her new owner.

“Oh…. ok….” Looking a tad taken aback and disappointed. But he respected her wishes. “T-That’s fine… I guess… I-It is pretty late after all. We should probably just hit the hay…” He said a long sigh. It was fine though! He had the rest of his life to spend with his new pet! He was sure that she would eventually come around to his kind treatment and accept him in! All he needed was time…

Lightning Dust let out an equally drool sigh as she collapsed onto the coach next to Soarin’s bed. This is not what she had in mind when she dreamed of belonging to the Wonderbolts… This is just a nightmare!

Although…….. her eyes couldn’t help but spot the window above Soarin’s bed. A large openable window that she could easily fit through and escape… hmmmmmm.

Soarin gave a breath of relief as he saw his slave smile for the first time as she settled into the coach. Never noticing as he settled into his bed sheets that the mare was sleeping with one eye open. Just waiting for the moment darkness had completely fallen and for him to drift asleep.

Bonus Chapter - School Wide Sleepover (Part 1)

Back over at the hive, the four stallions of CUNT sat around the war table, back in deep thinking mode. Their mares, on the other hand, were seemingly trying to relax and help their owners all relax along with them. Indigo Zap was sheltered beneath the table where Jet Set sat, diligently sucking and slurping away at his hardened cock. Twilight, now as flat stomached as ever after her recent birth to Chrysalis’s offspring, was next to her, performing the same duties on Royal Pin’s member, although with much added vigor. A seemingly endless supply of lust had been harnessed by her after being out of the game for so long. Sugarcoat was curled up in Fancy Pant’s lap, purring softly every time the stallion pet her backside. Celestia and Luna were otherwise occupied off to the side, having tied down Lemon Zest and Cadence. They were having a friendly sisterly competition to see which of them could use their tongues to get their prisoners to cum first. Of course they often disagreed with the results before settling for another round… and had done so for the past hour without a break… Cadence and Lemon Zest seemed too far gone to comprehend how to tell them to stop.

“Look… I know no one wants to say it…” Royal Pin began, “but Chrysalis has been missing for a while now. No one really knows what she’s doing in Appleloosa or what’s taking her so long, but… we can’t keep doing nothing and waiting for her to get back to us. There are hundreds, if not more, mares still out in the wild living in secrecy. Probably struggling to survive and just waiting for stallion slavers to find them before dragging them over to Appleloosa…”

“Quite right, old chap” Fancy Pants concurred. “It would be best if we resumed our efforts on bringing those mares here. I’d wager they would be far better off in the hive’s custody than out on their own…”

“Wellllll, now that you guys mention it, I did hear a few changelings report that they detected a faint trace of magic coming from… here!” Neon Lights announced, pointing to a sizable home located in Ponyville. “Man…. reports…. I love being in charge!”

“Focus, Neon!”

“R-right… sorry…” Neon shuddered. “The changeling scouts went in for a closer look, naturally…but…”

“But what?”

“There were a total of six mares living there, but there were also stallions accompanying them… Kinda complicated the issue over the changeling’s normal routine. Really weird that I had to tell the changelings that stallions don’t like being tied up as their women are taken… But I managed to get them to leave the house alone, for now…”

“You think if the slavers find them, they’ll leave the mares alone if the stallions are there with them too?” Jet Set asked.

“Doubt it…” Neon winced… “These ‘stallions’, and mares for that matter, are all on the younger side… probably not even old enough for college. Don’t think they will really pose a strong intimidating factor to scare away hardened slavers… and the younger mares probably bring a higher price tag on their bodies compared to others. Especially cute ones like these.”

“Guess we don’t really have much of a choice then… We gotta do something…”

“Well I know what you’re thinking…” Neon Lights started. “But there’s no love coming from the place! I know right? Stallions and mares together?! Seem like the perfect match! Heh… B-But really, 0 love. They probably aren’t even getting along…”

“Huh… so we have to open them up to the idea of slavery for the changelings to let them all into the safety of the hive…?” Royal Pin asked.

“Well yes,” Fancy Pants added. “But above all, the mares must be collared as well…”

“Right… why are the collars so important again?” Jet Set asked. He probably phrased that question wrong, because a soft growling sound was heard emerging from below the table. Definitely not something you want to hear from a mare whose teeth were a mere or so inch away from your cock. Jet Set was quick to reach under and give Indigo a comforting stroke on the head. “Shhh, you know I don’t mean that, girl! Of course it’s important for all mares to be collared! I…I’m just curious why we need to get these other mares wearing them before we can bring them here!” That answer seemed to calm the mare, who resumed a happy sucking pace.

“Because the collars aren’t just for show,” Neon answered. “I did some asking around, and apparently each one that has been locked around a mare’s neck acts as a magical beacon. As long as it stays there, which… I’m guessing it will since they don’t come off, a changeling will never lose track of them in the world and can easily lock onto their location and teleport said mare in front of them at a whim. Barring, of course, any outside interference the collared mare happens to be in… like magic proof cages…”

“So… Chrysalis knew we took Cadence the moment we left the hive?!?” Jet Set exclaimed.

“She knew and let it happen… for fun… Our four little alicorns all had their little innocent acts practiced for when some mares came trying to ‘rescue’ them from the ‘evil’ changelings that had abducted them against their will. Trust me… we were not the first group to try and save them…” Neon sighed. “Well, you can guess what happened to them in the end…” Twilight was heard giving a quick naughty giggle beneath the table.

“Umm, gentlecolts?” Fancy Pants interjected. “Are we not forgetting the imperative matter at hand?”

“Right… group of young ponies… not getting along… gotta make them act prim and proper… can’t send in changelings… but we do have changeling magic at our disposal…” Royal Pin groaned. “Still… I got nothing…”

“Hmmm,” Jet Set spoke before gazing beneath the table. “What do you think we should do, girls?”

The heads of Indigo, Twilight, and Sugarcoat all perked up at once, but seemed rather confused. Did their master misspeak?

“U-Us?” Sugarcoat asked innocently? “I-It isn’t our place to decide anything! That’s a job only men can do!” Indigo nodded her head in agreement, or at least Jet Set assumed she did. All he really felt was his dick angling up and down.

“Geez… really?” Jet Set sighed. “Look… I know it can be easy for you girls to take in that your inferior from all this… but mares are just as smart as stallions! And we all know the mares in this hideout are normally going to be harder to convince than the stallions… You all understand a mare’s mind better than us!”

“I guess…” Twilight muttered.

“Just tell us… how do you think a group of school mares would like to be introduced to your lifestyle in an exciting and naughty fashion?”

That question seemed to do the trick… the mare’s expressions slowly turning into wickedly evil scheming grins… So much so that Jet Set actually began to worry what fresh hell he had just unleashed onto these innocent ponies in Ponyville…

~~~~~~~~~ ~~~ ~~~~~~~~~

Life had been harsh on the group of school ponies for a while now… Any mare who was lucky enough to evade capture at the initial start of the changeling invasion was distraught to discover their entire town had been thoroughly been looted of every mare that was found. Other towns had quickly experienced similar female abduction runs before they could even properly respond or hear about the events from Ponyville. The other settlements that did respond in time and formed a defensive line against the incoming swarm of invaders only made it easier for the changelings to find their women among their ranks. Their lines were instantly tore apart from the love empowered changelings. The men were subdued as the women were corralled together, stripped of their clothing, thoroughly fucked, and likely impregnated before being teleported away. Ponies soon realized they had encountered an enemy they could not fight against. But, to be honest. they were used to that. What they weren’t used to was the situation lasting extended periods of time! And why wouldn’t it? The Elements of Harmony were among the first mares captured! Equestria’s ace in the hole was gone, and everyone knew it! For those few left behind, Equestria soon started its slow descent into chaos.

Stallions were angry, seemingly as angry at the mares as well as the changelings for some reason. They were calling for the immediate arrest of the princesses and all other female leaders that were left and held the slightest bit of power, planning to publically rape them if they were so unfortunate enough to comply with their demands. They would have gotten their way too, had the changelings not beaten them to their prize in every instance. They stormed countless bedrooms of mayors and their assistants, only to find tattered remains of their outfits along with a strong overwhelming smell of sex… which only served to aggravate and anger the stallions even more. Without anypony in charge left or any law enforcement caring about their duties, stallions were free to basically claim any mares they found as their own, knowing that no one was going to come and help their victims. Seeing as mares weren’t deaf to the shocking reports of what stallions had been trying to do to their royalty, they obviously attempted to resist. In the end though, either through trickery, drugs, magic, or brute strength, they were eventually captured. Ironically having evaded enslavement by changelings only to be enslaved by their fellow ponies.

And that was it. It was officially a free season in Equestria. Some stallions actually finding sport in the whole ordeal. Heading out in hunting groups to search anything from empty cities, campsites, or caves, all looking for, what they called… the least dangerous game. Any mares they happened across were usually subdued, clothing cut from their bodies, and hauled kicking and screaming away for sale in Appleloosa. The once friendly town, now the sex slave capital of Equestria. Where men ruled supreme and women were considered merely unintelligent cum dumps who were more worthless than the dirt they crawled on.

For Diamond Tiara, a pony who had grown accustomed to always getting her way, and her fellow female classmates who had yet to be found by either changeling or stallions, this was a complete living nightmare for them. The only ones they really felt they could trust were their male school friends they had grown up together with: Pipsqueak, Featherweight, Tender Taps, Button Mash, First Base, and Strike. They quickly grouped in the now empty town of Ponyville, stationed in Diamond Tiara’s house. She had quickly taken charge, since, you know, it was her house after all, and they had seemed content working together and surviving with their combined efforts since then.

Of course, that was the dream a while ago… Now, tempers and frustration at the world descending into chaos was taking its toll on each one of the ponies. It was only natural for conflict to be had…

~~~~~~~~~ ~~~ ~~~~~~~~~

“We’re back!” Pipsqueak announced, shoving open the door to Diamond Tiara’s estate. A group line of stallions trudging unhappily behind him.

“About time!!” Diamond Tiara huffed, the group of mares sitting at the kitchen table ceasing their thumb twirling as the boys walked in. “I hope you actually found something useful we could eat this time!”

“Well it’s not much… be we did find some stuff locked away in some guy’s cellar!” Tender Taps said, unfurling his sack and dropping the contents onto the table. “Most of the place was already looted by slavers, but they did miss a cupboard under the table!”

Diamond and Silver Spoon’s eyes glared at the stallions, obviously expecting it to be more. Dinky Doo, Lily Longsocks, Boysenberry, and Coronet all shrunk back into the corner again, sensing another incoming fight. Diamond hated it when the guys came back short…

“That’s it?!” Diamond Tiara exclaimed angrily. “Three cans of beans?! You guys were out there for five hours!”

“There are twelve of us here!” Silver Spoon added. “How are we supposed to survive off so little food? Do you expect us to start eating each other?!”

“Geeeeez, sorry,” Strike said in a not to sorry way of sounding. “You know it would be a lot easier to gather food if you girls helped out and actually came scavenging with us for once!” The other stallions all nodding in agreement… and in annoyance at their female classmates.

“Seriously? You all don’t know how this works yet?” Diamond Tiara scoffed. “Men go out and hunt for food! Women stay and tend to the home! Just like the old days! That’s common knowledge!”

“Geez, don’t you boys know anything?” Silver Spoon cruelly remarked, rolling her eyes.

“But you don’t do anything while we are gone!” Pipsqueak exclaimed. “You just sit on your butts all day while we do all the hard work!”

“Really? Are those rapists still, like, talking?” Silver said dismissively pretending to ignore the boys in the room.

“We’ve talked about this…” Pipsqueak growled angrily. “We aren’t like those stallions from Appleloosa!” But Diamond Tiara knew a sore spot when she saw one.

“How do we know you aren’t just waiting for the right time before you tie us all down and drag us off to your little paradise in boxes! You boys are lucky I even let you stay with us! Any other pony would have cast you out! It’s dangerous living with you!”

As much as the other four non-fighting mares hated to admit it… Diamond and Silver had a point. There was no shortage of stories they had heard of different encounters from passing by mares. Usually some mare or group of mares giving some nice looking stallions the benefit of the doubt and trusting them after they promised to help them… only to wake up the next morning to discover they couldn’t move, their clothes were all missing, their privates felt sore, and had been folded up and packed away in a briefcase like some piece of merchandise bond for Appleloosa.

“Look at them…” Silver Spoon sneered, moving to Diamond’s side. “They know you’re right. I bet you they all think about having their way with us every day!”

“Tha-That’s not true!” Pipsquek stammered, faltering for a moment. He couldn’t lie to himself. He did think about ramming into his female classmate’s tight cunts on a regular basis… They all did. Their poorly hidden ashamed glances didn’t go unnoticed from Diamond.

“Ugggggg! You disgusting animals!” She exclaimed, stomping over to the door on the back side of the kitchen, opening it and gesturing the boys all inside. “Go! All of you! I’m locking you all in the servant’s quarters until morning! We aren’t safe with you all roaming freely around the house while we sleep!” The boys didn’t move, only glared angrily at the earth pony mare who fearlessly stood her ground. “Or go ahead…” She added. “Show us that you aren’t willing to prove us wrong! You’d basically be admitting you’re all rapists! No better than those low life scumbags in that hick town!”

The stallions were taken aback by her point. Their glances around them room showed Dinky Doo and the other mares were backing up from them with cation. As if expecting this to set them off, causing them to attack them with foaming mouths. The girls were legitimately afraid of them! All because of some literal and figurative dicks in Appleloosa…

“Fine!” Pipsqueak huffed. “We’ll sleep in there…”

“Of course you will…” Diamond Tiara sneered with a smug grin as each of the thoroughly depressed boys shuffled into the room. “Notice how the room is labeled Servant’s Quarters! Hint hint!” She said before rudely slamming the door behind them and locking it shut. The only escape from the room being the key in her hand.

“D-Don’t you think that’s going a bit over the line?” Dinky Doo suggested meekly as Diamond walked back into the kitchen.

“Yeah… I know they’re stallions… but if they wanted to rape us… they’ve had plenty of opportunities to…. do it…” Boysenberry added. “We’re been sharing this house for a while now and haven’t had an incident with them, right? They don’t want to hurt us…”

“I’m sure Diamond is more than willing to lock you in there with the boys if you’re willing to test that theory…” Silver Spoon shot at the mare, which instantly shut them all up.

“It’s for our own safety, girls,” Diamond sighed. “We’re better safe than sorry, after all. Actually, you have a point, Boysenberry, we should have been doing this a long time ago! We’re going to need to switch up the sleeping arrangements from here on out. Locking the boys up in there probably isn’t enough… I know we’ve all been dispersed around my house during the night, but we should all stick to my room. That way the boys can’t just pick us off one by one if they manage to get out… They’re probably clawing at the door right now…”

“It sounds safer… I guess…” Coronet added.

“Of course it does! I know what I’m doing!” Diamond boasted. “Now gather up all your clothes, and whatever you’re sleeping on and bring them to my room… And make it snappy!” Dinky Doo, Lily Longsocks, Boysenberry, and Coronet all hurried off in different directions to do what they were ordered.

“I really hope they don’t snore….” Silver Spoon added.

~~~~~~~~~ ~~~ ~~~~~~~~~

The group of school pony mares gathered back up in the living room as one. Armfuls of all their clothing, make-up, sleeping bags & and mattresses, etc, had been found. Diamond was leading the group up the stairs and to her room in a single file line.

“And Silver is right, don’t snore! If you snore I’m throwing you out!” Diamond shivered, picturing sleeping in her cold dark house, alone, and fully aware there were stallions in the building… It was like something straight from a horror film! Similar themed thoughts were more than enough to scare her mare friends straight.

Opening the door, the group of six quickly entered, taking in the luxurious setting of all the things bits could buy for a single spoiled mare. Of course, such things were beneath them now, much more important matters to deal with than commenting on a rich girl’s fancy bedroom. Diamond didn’t notice her friends staring as she was busy promptly closing and locking the door behind the last mare inside, and placing the key on a nearby bookshelf as her classmates settled in.

“Get cozy, I guess… You’ve all been to slumber parties. You know how this works,” Diamond sighed, feeling a slight bit safer in numbers now. The four mares were already busy claiming their spots in the room. Of course, even without asking they knew not to touch Diamond’s pink and flowery queen sized bed in the back center. Even with Diamond’s vast generosity, she was only allowing Silver Spoon to share it with her.

“Ummmm… Diamond… w-what is this?” Silver Spoon asked, looking at something that had been placed upon her friend’s bed. Diamond couldn’t help but hear a quick giggle from Silver, and even more light hearted giggles from the other mares who stood up and looked at the object of interest. Growling to herself, Diamond shoved the other mares out of the way to see what the big deal was.

Diamond let out a gasp of her own. On her bed there a magazine, with something immediately apparent on the front cover. Pictured in amazingly high detail was an attractive and naked mare! Yet despite her thin stomach, she appeared to be completely stacked! The only thing she wore was a distinctive pet collar one might find on a dog. She was positioned at a slight angle in a way that her pussy was obstructed from view. The nipples on her fairly sized tits were also covered by a playful arm. The mare was giving a sly wink to the camera, not ashamed in the slightest. The magazine was titled: A Mare’s Place.

“A Mare’s Place?” Coronet said amidst various giggles and laughs. “Does it mean a place where mares like her stay? Heheh. I didn’t know you read stuff like this, Diamond!”

“Fucking seriously?” Diamond fumed. “This isn’t mine! The guys probably put this here as some sort of prank! This is what they were looking out for instead of food! Of course all they think about is sex!!”

That realization suddenly made the situation seem completely less funny. Each mare grumbling to themselves as they haltered back to their chosen sleeping area.

“I don’t know, Diamond…” Silver Spoon interjected. With pure curiosity, she flipped open the first page.

A bright sudden flash shot through the room. An image of the magazine’s first page were being magically projected to the blank back wall above Diamond’s bed so that all in the room could easily see. There was no table of contents or Viagra ads, only a note in a strange font that seemed to call out to them.

A life changing adventure awaits all mares within… don’t resist its call… give in… we promise you’ll like what you see…

“I knew something was magical about it!” Silver Spoon squealed and clapped her hands together as the others gasped in surprise. This wasn’t just a normal pornographic magazine… it was one meant for mares! Seeing as none of them had even once read adult material like this before in their lives… their interest was easily pinged. They wanted to see what all the fuss was about. Silver Spoon was already moving to turn to the next page.

“Silver!” Diamond scolded. “Y-You aren’t actually going to read this thing, are you?”

“Oh come on!” Silver Spoon said. “Look at it! It’s obviously magical! It could be fun! And not like any of us are even tired enough for bed anyway, right girls?”

The other mares in the room nodded in agreement while blushing, some giving naughty giggles and glances to each other.

“I-It could have interesting articles,” Dinky Doo added with a laugh.

“Fine! Bunch of perverts…” Diamond huffed, sensing she was the odd one out here. “But I’m in charge of it!”

“Fine,” Silver said, scooting over on the bed, and allowing Diamond to hop onto the other half. She quickly made herself comfortable as below she slowly reached down and turned the page over. The magical image projecting current pages on the wall so the others could see it perfectly.

The magazine started off with a bang as the girl’s eyes settled on their first picture of full nudity. The same collared mare on the cover page was now sitting on her butt, proud breasts on full display facing the camera with her legs spread wide open, two fingers of one hand working together to part of soaking pink lips for a nice view of her passage. Her other hand had a finger giving a sly come hither motion towards them. There was a caption at the bottom of the page in the same strange font reading: Eager to please…

“Wow….” Diamond remarked unamused as some mares laugh at the corniness of the image.

“H-hey Lily, are you eager to please?” Coronet giggled jokingly.

“I sure am!”

“Lame!” Diamond said, already turning to the next page. “This thing had better be worth my time!”

The next page there was a cute purple earth pony mare, wearing nothing but the same distinct pet collar as the mare before on her knees. It was conveniently framed to include her head down to her bare breasts, a standing stallion facing her was partially cut off. Although what was easy to spot was his cock positioned right in the mare’s mouth she was already busy vigorously sucking and slurping. Her pleading eyes are staring up directly at his which just shouted her tremendous thanks for the mere opportunity to give her lover a blowjob. The stallion was reaching down to place an approving hand on her hair that also served to urge her onwards with her job. The page’s caption reading: True purpose…

“Gross! Dinky exclaimed while the others gave a quick ‘ewwww’. “Could you imagine having one of those things in your mouth? You don’t know where they’ve been!”

“Probably inside her,” Boysenberry added, as the other laugh. Diamond just sighed and turned to the next page.

The next page was a whopper for the girls. A naked pink and collared pegasus mare was sitting on her knees, keeping her back up straight so as to push out her double-d sized breasts that happened to be covered in thick globs of pearly white cum which the mare actually seemed quite proud to have been drenched in. The girls were in shock as their eyes noticed the mare had spots of frothy cum covering her not only her breasts but her cleavage, cheeks, hair, her patiently closed eyelids, and most of all, her wide open mouth. A tongue still fully extended gesturing for more cum to be shot its way. A trio of muscular stallions stood above her, their bodies cut from the image from the chest up, but they each were rapidly stroking their lengthy meat, seeking to grant the mare her wish. The caption on the page reading: Delicious… drink every drop…

The mares were too shocked to properly react with normal replies this time. Except Diamond Tiara who stuck her tongue out seemingly trying to suggest she wanted to vomit.

“It’ll probably take weeks for her to get that cum out of her hair!”

However, the others didn’t seem so ready to downplay it.

“W-What if it really does taste good?” Dinky Doo asked.

“What are you saying, Dinky? Of course it doesn’t taste good!” Diamond exclaimed. Why would you even say such a thing?

“Have any of us tried it before?” Silver shot in. The room was silent.

“I-I haven’t… but-but I wouldn’t mind tasting a little…” Coronet added with a mad blush.

“Yeah…” Lily Longsocks added, completely forgetting to tease her friend for that last comment. “Not like it’ll kill you or anything…”

“This is already fun!” Silver squealed, “I want to see more!” Leaning over, she turned to the next page herself, not waiting for Diamond this time.

Although, to the every mare’s dismay, there was no image this time, only a note in the same font reading:

You’ve made it this far, girls, and there’s much more ahead. But……. why don’t you all take your shirts off before you proceed? You’ll be much more comfortable without them on… trust me…

“Ugggg! I hate it when stuff expects you to roleplay along with it!” Diamond huffed, the other mares in the room already rolling their eyes and giving a quick snort of diversion at the magazine. Diamond simply turns to the next page, where… once again, there was no naughty image, only another note reading:

A good group of girls would have taken their shirts off like they were asked… :)

“Seriously?!” Diamond exclaimed, now rapidly skimming the entire magazine. The pages were all blank! It was the thing’s dumb magic at work! “Guess it expects us to play its stupid little game if we want to see more…”

“I wouldn’t really mind losing my shirt for a while,” Dinky said. “Besides, we’re all wearing something under, right?” The others in the room slowly nodded. However, no one was really making the first move. Some looked positioned to remove their shirts over their heads, but were waiting for others.

“Fine! I’m not afraid to take mine off!” Boysenberry announced, drawing attention from the other five mares. With that, she grasped the hem of her blue shirt, pulling both sides over her head, throwing it into an empty space in the middle of the room. The mare crossed her arms beneath her now exposed black bra in triumph, although still with a dark crimson red blush on her cheeks. “I-It was getting kinda hot in here anyway… Actually feels kinda nice…”

Finally, the others started to remove their shirts as well. Some even moving to strip quickly, not wanting to look like the one to spoil the night’s entertainment. One by one they came off. Various sized purple, green, pink, white, and blue PJs and shirts were pulled over their arms and thrown into the pile in the center of the room. Even Diamond huffed in defeat and threw her own off. A wide array of colorful bras bouncing into the rooms view with another wave of bushes. Each mare making extra sure they were still firmly attached to their chest and covering everything before fixing their hair and looking up.

“Ok…” Diamond announced, confirming not a single shirt was being worn in the room. “Let’s see if this work now,” she said, turning the page to find… success!

Another high resolution picture of a mare laying on her side on a cushioned surface. Her upper leg behind up in the air as an unseen stallion from behind pumped his thick length into the mare’s vulnerable dripping pussy. A muscular arm was reached under and wrapped around her, roughly manhandling her sizable breasts. From the look on the mare’s face it was obvious she was currently in a great deal of pleasure and had no desire for the stallion to stop or ease up anytime soon. The page’s caption reading: Service…

“Wow…. That’s kinda hot!” Coronet announced, others nod to agree while not moving their eye from the image’s projection on the wall.

“Sure it hot for them!” Diamond huffed. “They don’t have to worry about their stallions raping them!” With that she angrily turned the next page.

Another collared mare appeared giving a devilish smile up to the camera. The majority of the image was framed showing her pressing her ginormous breasts together with her hands below as stallion’s cock could be seen sliding up and down between the soft valley of tit flesh, partially concealed as the playful mares hugged her tits around it. The caption being: Your breasts aren’t just for you…

This caused a moment of silence in the bedroom. Some mares absent mindedly grasping their own bra clad breasts, squeezing and pushing them together, wondering if their own tits were big enough to do what the pictured mare was performing…. even Diamond Tiara. Some were wondering if that was a normal thing colts did with their special someponies. Who would they even get to try it with? The colts downstairs…?... That might work…

No one really notices each other touching themselves, all seemingly wanting to stare up at the image and memorize every lewd detail. Figuring it had been long enough of silence, Diamond turned the page, shaking the girls out of their self-induced trace. Sleep was obviously the last thing on their minds now.

A large picture appeared as the page turned over this time. A giant group of collared mares were pictured together. Some on their hands and knees, other on their backs or sides. All of which were being relentlessly thrust into from behind by their stallion owners. The mares on their hands and knees were struggling to maintain their upward positions as they released loud moans for all others around to here. Not a single mare was see not debasing themselves in such a shameless matter. The page’s caption read: There’s no shame in being a slut if everypony is one…

“It’s got a point,” Silver Spoon off handedly remarked.

“Silver!” Diamond scolded.

“What? Those mares didn’t seem to mind that they were sluts. They actually look quite………”

“….Happy?” Dinky answered for her.

“…Yeah,” Lily nodded, seeing what the others meant now.

“Shesh!” Diamond scoffed. “I don’t know how normal mares have sex, but I know this isn’t normal! These mares aren’t some ponies we are supposed to strive to be like! They are just lowlife whores who weren’t good at anything else in life so they sell their body for bits just to survive! It’s disgraceful!” She said angrily, turning the page to hopefully end the discussion. But there was no image again… just another magical note.

You have all have doubt in your mind… that’s understandable… Things will get better from here, believe me… But first… those are some pretty looking shorts you girls are wearing… maybe they’ll look even better on the ground…

“Ugggg! It wants us to strip again…” Diamond groaned.

“We’re already past this I guess,” Silver Spoon said, rolling onto her back, bending her knees forward as she pulled off her blue short shorts. Other mares in the room not seeing the big deal either as they too, remove their leggings and throw them into the pile in the center. “Just imagine we’re in a locker room, Diamond!”

“I don’t need your help,” Diamond scoffed, rolling onto her back and pulling down her own pink shorts. “I just don’t like where this is all heading,” she said, throwing the last pair into the pile. The entire room was now occupied by six school mares, clad in nothing but their matching underwear. Diamond was just glad the door was locked. She would die if the boys found them out like this! Turning the page, she continued with the new series of images.

But, the magazine had taken a large strange change in pace now from its regular pictures. Now a different array of mares were shown, all on their hands and knees. Bare breasts drooping downwards as their collars were put to good use. For each mare, or even every few mares, there stood a fully clothed stallion above them, holding a leash firmly attached to their collars. The groups of ponies were happily going about their business on a city street. The stallions walking on two feet, the mares crawling beneath them. No one looked ashamed of their stature or place. The page’s caption reading: Ponies who know their place in the world…

“Ok… weird!” Coronet said.

“Yeah… it’s basically saying women should be treated as animals… kinda odd to put that in a mare’s magazine.”

“I don’t think that’s what they were going for though…” Dinky added meekly. Diamond turned to the next page.

The first image with mares in actual clothing appeared for them! Well… technically they were clothed… for now. A long long line of various mares of all colors and races were seen formed from the background walking towards the camera. The still dressed mares in the back were actually wearing something, however, the further up in the line they traveled, it was obvious the mares were shamelessly peeling off their various articles of clothing. Bras, panties, shirts, pants, they were all obediently handed to a fully clothed stallion unicorn, who had ordered them to disrobe entirely, and who was happily levitating the delivered clothes into a large bonfire which grew slightly brighter with every stack that was carelessly discarded into it. As the now line of freshly stripped mares approached the foreground, a stallion was happily locking a sex slave collar around each of their necks, each mare diligently lifting their hair out of the way and smiling upwards as their new position in life was forever marked on their bodies for all to see. Further up the line, another group of stallions were seen attaching a black leash to ring on the back of their new collars, where the image finally reached the front of the line with a mare who had now dropped to her hands and knees and was happily panting like a dog as a stallion, her newly assumed owner, was handed the leash and walked her off. The caption reading: All mares belong as slaves…

“T-That’s some pretty s-strong language it’s using saying ‘all’,” Lily said nervously. “T-That would mean… us too, I guess…? Heh?”

“It’s just porn, Lily,” Diamond said softly, although growing rather flustered. “It’s not like it’s a universal guide to how all women in Equestria should be treated…”

But others were already busy in their minds, picturing exactly that in the same situation. They could see themselves being lead from their homes with their friends in a single file, turning in their clothes and underwear, and living out the rest of their lives as some stallion’s horny sex pet, crawling from place to place. No one wanted to admit it, but they were swarmed with strange and conflicting emotions. They didn’t know whether to be disgusted or aroused! No pony really spoke up. The only sound in the room was several mares positioning their legs in an attempt to hide the growing damp spot on their newly exposed panties.

“J-just turn the page, Diamond,” Silver said, wanting to see more. Diamond nodded to herself and complied.

The next image was a simple one. A three collared and naked mares were on their hands and knees, looking up with an attentive and alert gaze at the stallion above them like a pack of trained dogs. Their assumed master, whose head was again cropped out of the image, simply held a commanding poise over the mares below him. Almost as if ready to order the women to roll over, shake, or beg. All of which the mares would have obeyed without a moment’s hesitation. Caption: A good mare is obedient to men… A good mare ALWAYS does what she is told…

“S-So it’s saying guys should have complete control over us?! We wouldn’t have any power at all?” Coronet asked.

Oddly enough, that idea resonated the most with Diamond. Despite her outwardly appearance around the boys in the class, she had grown sick of being in charge of the place all the time. So many ponies coming to her with problems, yelling at her if anything went wrong. Blaming her behind her back for the smallest things! She sometimes secretly fantasized about letting it all go… letting the boys take full control of the place. She was knew she was lying to herself. They would have been lost without their help… She didn’t even know why she treated them the way she did anymore. Maybe it’s because she felt it was normal…

“Ummm, Diamond?” Silver asked quietly, nudging her side. “Y-You can turn the page now…”

“Oh… right… sure,” Diamond said, shaking her head to clear up the confusing thoughts before flipping the page over.
No image again as predicated. Only another note as many of the girls had feared.

If you’ve made it this far, you obviously find some truth to our words… and yet, we’ve only just begun. But… don’t you think those icky bras you’ve wearing are a little too tight? A constrictive prison for your breasts that are eager to be set free… It would be best if you were to just… take them off… let them out to breathe a little…

“What?!? It wants us to lose our bras now?! No way!” Boysenberry panicked.

“Yeah! Not happening!”

Diamond simply turned to the next page where there was once again nothing. The magazine simply saying: Nice try…

The girls were clinging to their bras as if something suddenly might magically tear them away in an instant. Everyone was exchanging nervous glances around the room. No one seemed willing to actually bare their exposed breasts to the others. However… no one was simply announcing that they wanted to stop reading the magazine either…

The room was quite for a while. If Diamond had had a clock on the wall, it would have been heard ticking in slow motion. Until suddenly, a black bra was seen flying down onto the clothing pile. The room gasped as one.

“Diamond!?! They all exclaimed. The pink pony simply sat up, crossing her arms beneath her bare tits looking rather annoyed at her roommates.

“I can’t believe you wusses. They’re just boobs! We all have them and we’re all girls! I’m not ashamed to admit I want to see more and I can tell you all feel the same way! But we can’t unless every single one of us strip a little!” The various mares exchange nervous glances with one another again. Diamond sighed to herself as she hoped off the bed. Her breasts now bouncing free and unrestrained up and down her chest as she stomped over to the door.

“See?” She said as she tests the door knob. “The door is locked, the windows are covered, the entire town is even deserted besides us! You don’t have to worry about anypony else seeing us!” But the others still seemed reluctant to follow her lead.

“It’ll b-be j-just like taking a shower t-together after PE,” Silver Spoon added with a shaking voice as she unclips the metal clasps of her bra. The soft material falling from her arms as she flings it into the pile. Her sizable tits with pink dotted nipples finally breathing a fresh breath of air as they attract the eyes in the room.

“Great, it’s nice to see someone else has a backbone!” Diamond said. Looking around it was obvious the mare’s wills were faltering while staring at Silver’s tits with interest. “Ok…” Diamond adds. “The last pony to take off her bra is going to be sleeping downstairs with the boys, and will NOT be getting any of their clothes back!”

That did the trick as every mare, who was seemingly just waiting for an excuse, hurriedly tore off their bras and discarded them in the pile. Pairs of colorful young tits bounced into view two by two. The sight of which causing Diamond’s grin to wider more and more.

“Good…” Diamond said. “Lily! Get your arms off your chest! You probably have the biggest tits out of all of us, I don’t know why you’re even ashamed!” She said as she walked back to her bed. It didn’t really seem needed to order her to bare her chest for the others to gawk at and confirm her claim as Lily’s cheeks shrunk into a sea of red… but it just seemed better that way. Diamond hopped back onto the bed, where the magazine appeared to finally be allowing them to continue onwards, seemingly satisfied with the room of topless mares. “Get used to them, girls!” Diamond said with short shake of her chest, eyes following her memorizing tits as they bounced left and right across her chest. “They’re going to be here for a while…” Without further waiting, she turned the page.

Another image. This one of a purple haired earth pony mare. She didn’t seem to be in the same setting as the previous mares in the pages before. Her neck and wrists were trapped in a stock, while her legs were spread wide apart by a spreader bar firmly attached to her ankles. A not-to-happy looking stallion was behind her, pumping into his slave’s gushing cunt at a controlled pace. A timer on the back wall showing this mare had gone a total of two hours of constant carefully managed stop and go fucking, never once being allowed to cum. And by the looks of thing she wasn’t even nearly close to be done as she would have hoped. From the expression on her face, it appeared as though she was struggling to maintain her sanity! Her eyes just shouting her great desire to cum after being at the brink for so long… all of which was ignored by her owner, who knew he had to be cruel if he wanted to be kind. The caption reading: A bad mare is punished for disobeying. ALL mares must learn their place beneath their masters…

“Wow… could you imagine torture like that? I think I would lose my mind!” Dinky said while her hands fell beneath her waist to fidget with something unseen to others... Diamond agreed, but was glad the image had effectively distracted the girls from the awkwardness of being topless for the time being.

“Ummm aren’t we missing the point here. Seems kinda sexist, right?” Silver asked the room.

“I don’t think so…” Diamond added. “If you’re a slave to some pony, you have to do everything you’re told, otherwise you get punished. That’s just common sense.

“I guess…” Silver replied as Diamond turned the page.

A stunningly beautiful white haired unicorn mare was lying face up… a stallion below her and a stallion above each one working to pump their cocks, which were practically a blur in the image, into the mare’s respective ass and pussy. Another stallion was positioned further up on the mare, angling her head so he could pump his fuck rod into the mare’s cock pillow of a mouth. The caption reading: A good mare is rewarded for her obedience… She accepts her role as fuck toy for men and has never been happier in her life…

“Heh, do you want to be a fuck toy, Coronet?” Lily asked, although less jokingly than she had wanted to sound. Her hands were seemingly working with a mind of their own as they toyed with her tits. Other mares in the rooms were also up to concealed acts of naughtiness, as muffed moans started to pop up from the school ponies.

Diamond didn’t care about that though, she wanted to see more! She didn’t wait for approval before she turned the page.

It was the same ponies as pictured in the previous image, although now the mare looked as though she was struggling to maintain consciousness. A thick border of semen was surrounding her agape mouth. Two separate zoom in pictures detailed her cunt and asshole were also overflowing with their share of fertile hot cum. Compared to the last picture, it was obvious the mare’s stomach had bloated upwards slightly from before. The two stallions were high fiving as they walked off, the third lingering a moment to wipe the cum off his dick with the mare’s heaving tits. Three more new stallions could be seen approaching the exhausted mares. Their grins telling the school girls everything they intended to do with the mare… The page’s caption reading: Taking stallion’s cum into your holes is every mare’s true purpose in life… You live to please them… and you live to be pleased by them…

The steamy situation in the room was already working its toll on each of the mare’s restraint. The combination of all the night’s naughty images was setting a fire between their legs… a matter that they were sweating over dealing with… Some were already trying to gently hold themselves over with the occasional grope or panty ‘itch’… but even so, not many noticed the others subtle attempts at masturbation, to focused drinking in the lewd details of the amazing image and every word the magical magazine relayed upon them.

Except, being the one currently facing all the others, Diamond did notice what her roommates were up to. Her first instinct, of course, was to rudely call them out on it. But… she somehow found the self-control to stop and think over her actions.

After all…. they were only doing what was natural. Ponies masturbate when they view porn. She would be lying if she said she wouldn’t be doing the exact same thing if she were reading this thing alone! In fact, why should she now? All the cards were obviously coming off the table.

With two hands, Diamond reached up, pinching her own nipples, pulling them out and releasing them. As they bounced back into place on her chest, she released a loud sensual moan, which every mare couldn’t help but hear and stare in embarrassment. But Diamond didn’t care.

“Just fucking do it already! We all know we want to! This stuff is fucking hot!” Diamond exclaimed.

Silver Spoon needed little encouragement. Already laying on her back, one hand tending to her aching breast, the other shamelessly diving beneath her soaked panties, which clang damply to her skin. The remaining mares were joining along now, the rest of their resistance dying down in the face of the obvious heat going around.

Boysenberry was flipped laying with her front side down, butt held firmly in the air, panties pushed to the side as she worked her slit with as much speed as her nimble fingers could muster. Her face, currently mashed down into her mattress, was red as tomato. Her juices were running down her legs as she failed to stifle a vocal moan. The proof of her pleasure radiating outwards for her female friends to hear, which only served to motivate them further onwards and return her moans.

Dinky spare hand was already sneaking a grope over to Coronet’s breast, giving it an occasional squeeze. Coronet on the other hand, was far to distracted with her own pleasure to even notice her friend’s playfulness.

The pink earth pony mare was the only one in the room without a hand inside her folds. She was content to idly play with her breasts, finding it more intriguing to see her female classmates touch themselves without the slightest bit of shame. No one had even noticed the projection showing Diamond had turned the page. Almost predictably, the magazine was telling them to strip their panties… but more importantly, that they’ll be rewarded after doing so!

Diamond grinned. She absolutely loved this magazine! And her eyes couldn’t help but shoot to the word “rewarded”, ignoring what the rest of the message may have even meant. She wanted to find out what else this magical thing had in store for them!

Without another moment to lose, she rolled onto her back, hooking her thumbs around the waist line of her panties and pulling them from her slender legs, flinging them into the pile below. The now completely naked Diamond Tiara rolled back into sitting position, her full bodily assets on display for the world to see. It felt… right, oddly enough. She couldn’t put her finger on it. She had been naked countless times before, but this was the first time it was around other ponies! It felt comfortable to her… a strange pleasurable naughty sensation that she never felt with her body covered from view. Although, every mare in the room seemingly busy touching themselves, they didn’t notice her, or the commands the magazine was ordering them to do. Diamond gave a frustrated sigh. She didn’t want to wait for the mares to finish up and cum! Who knows how long that would take? Even then, they would probably have another dumb argument to consider if they should fully strip like they were ordered before finally giving in. She didn’t want to wait that long to see what the magazine had in store for them! But seeing how distracted her classmates currently were, gave her a sly idea…

Reaching over to her night stand, Diamond slowly pulled open her drawer. The sound of which was easily drawn out over all the lustful moans. She sincerely hoped the boys couldn’t hear them right now! Double checking to ensure no one else was paying her any attention, she pulled out a pair of sharp bladed scissors, bringing them up as she licked her lips in glee.

Leaning over to Silver Spoon, who was still staring up at the ceiling as she dived into her soaking cunt, Diamond cooed softly into her ears. “Goooood girl… cum for your master…”

Silver released a vocal moan in response, which Diamond had anticipated, making a quick cut through the soaked panties. The ruined underwear fell from her legs, which Silver Spoon of course, failed to notice, leaving her as naked as the day she was born. Diamond grinned as she caught both ends of the fabric. She threw the scraps into the pile where they landed on her own. Hopping off the bed, while holding the scissors behind her back, Diamond made a stealthy visit to each mare in her room, whispering sweet nothings into their ears before cutting their panties from their legs.

“That’s right… close your eyes. Imagine you’re just a slut who lives for cum…” Diamond cooed. “Stallions are standing above you… they don’t want a stuck up mare to fuck… they want a whore who knows her place beneath them…” she uttered, cutting the final mare’s panties from her legs, which fell into her hand. Like she had planned, no one had noticed her. Every single mare in her room was now completely naked and only she knew. The idea was totally hot to her! It was driving her wild! She wanted to join them on the ground, driving several fingers into her needy cunt until her tongue lolled out of her mouth.

But no…. she could do that later… Now there was something much more important for her to do...

“I know I said no pony would find out… but…” Diamond giggled, opening the bedside drawer once more. Putting her scissors away and pulling out her personal camera. This scene is just too hot to be forgotten! The girls would understand.

Their moans were ramping up as the mare’s efforts increased, it wouldn’t be long now. Thinking their hands are covered by a layer of underwear, they shamelessly played with their cunts, flicking the clits and teasing their lips, not knowing their folds were on full display for the mare wielding a loaded camera above them.

*Click*

The camera went off as Diamond captured a high res picture of Dinky and Coronet laying side by side. Both their tits and cunts managing to find their way into the frame. Diamond acted swiftly, moving to the next pony, making sure to capture several quick pictures of the Lily’s voluptuous tits, being careful to properly document their size and shape for her ‘future’ needs. Nudging her leg to the side to get an unobstructed view of her puffy lips. *Click* Diamond turned to Boysenberry, who butt was held in the air was just begging to be captured in a picture, which Diamond was happy to oblige, making sure to capture several close ups of her folds. *Click Click Click*

Finally she captured a dozen different images of her friend, Silver Spoon, who was long since too far gone to even notice her, even if she was standing right above her. Snapping one final sweep of the entire room on a photo, Diamond sighed, figuring it was only fair. She turned the camera onto herself, smiling and holding up a peace sign as she snapped a picture of the upper half of her naked body, her other arm playfully holding her breasts in the frame. Even going further and positioning the camera between her legs and snapping one final picture of her soaked folds which she parted with two fingers.

“I’m such a slut,” Diamond giggled, but that no longer bothered by that fact. She slipped the camera away in her drawer. Making a quick mental note to bring the pictures out every night from then on.

The other mares in the room were on their final stretch. Their overworked fingers already working overtime teasing, pinching and flicking, pussy juice flowing though their fingers as they frantically rubbed themselves, enamored with the lust filled energy of the room.

What if the boys saw them doing this?! What would they think of them?! There was no way they did this together in their room. If anything, this nightly session proved the boys weren’t the sex starved animals Diamond made them out to be… they were!

The thought of actually degrading themselves to animal status turned out to be what sent them over the edge, orgasms crashing down onto each one of their fragile young minds. One by one they let out a scream of ecstasy, so loud the colts downstairs surely heard them. They didn’t care, all they wanted was to absorb every drop of pleasure they could manage. Driving their hips to the sky as their fingers plunge inside them, prolonging the effect of excitement coursing through every cell in their body.

It was breathtaking. As every mare’s respective climax died down, soon the room was still besides panting chests from mare’s trying to catch their breaths. Diamond smiling above them like it was Hearth’s Warming Eve. No one in the room could even believe how amazing masturbating with friends could be. They had to do this every single night from now on! Scratch that. Every single chance they had when the guys were out of the house!

Diamond, meanwhile, had completely forget about her new favorite magazine, who’s requirements were long since meet. Knowing the excitement wasn’t close to ending yet, she turned the page.

However…. There were no new naughty images to take in like she had expected. Only another note…. This one oddly ominous…

You’ve been bad girls…. VERY bad girls…………..

Bonus Chapter - School Wide Sleepover (Part 2)

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A Changeling’s Weakness (Part 4)

“My my, Chrysalis, you don’t look so well!” Blueblood mocked from outside the cell wall.

There sat the naked and defenseless changeling queen, imprisoned in the stone dungeon cell, far beneath the ground level of Blueblood Manor. An inhibitor ring still noticeably present and locked around her jagged horn, preventing all magic whatsoever, while her ankle was shackled with a short chain connecting to the stone wall. But even those simple restraints appeared to be overkill on the queen, who probably couldn’t even muster the strength to slap him now. Her once flowing hair had since faded from its rich green to a sickly gray. She looked skinnier, famished, and even her once proud breasts had shrunk to a mere D-cup. However, none of that stopped her from glaring up at the prince, who confidently strode into her cell without the smallest worry of harm.

“Oh how the mighty have fallen…” Blueblood sighed, kneeling down to where she sat up against the wall and softly rubbing the back of his hand against the changeling’s soft black cheek, which she replied by jerking her head away. “Do you feel that, creature? The sorrow and anger of every mare in this town… screaming out at this injustice… feeding you their hatred. Drink it all in! Embrace it!”

“You’re despicable!” Chrysalis spat. “To think one such as you enjoys putting those innocent mares through this treatment! I should have put your kind down when I invaded this land… you know we had the power to!”

“A fine lesson to show what mercy will get you in this world… I, on the other hand, have made sure to take every available precaution so as assure the citizens of Equestria do not make the same rash mistake.” Blueblood replied calmly. “It was no easy decision on my behalf, believe me, but it was a necessary one to insure the survival of our species.”

“So…. you figured out our little secret…” Chrysalis sneered. Of all the times stallions couldn’t be as dumb as she believed…

“Heh, indeed.” Blueblood smirked, standing back up and pacing the cell. “Though… it was simple enough. After all, you were practically shouting your weakness at us.”

“You see… I’ve often wondered why you changelings drew such a strict vow against the mere act of rape… It fits your profile to a T, does it not? You are wild creatures obsessed with sex, low life enemy scum of our kind, and well known for taking whatever you want, be it illegal or not… So why has every single recount of changeling interbreeding with our women never been forced? It was simple… love strengthens you creatures… but hate….hate weakens you to the same effect… A necessary balance, I presume… Every being must have its weakness after all. I can only assume otherwise you would have come to rule this world long ago.”

“Hmph…” Chrysalis scowled. “I’ll add COWARDLY to the list of what makes up a stallion then… To think, you rats would rather rape your fellow ponies... mares you’ve lived besides for your entire lives… instilling them with blood boiling hatred… instead of leaving them out of this and fighting your own battles against us. Is there no limit to you cretin’s disgusting repulsiveness?!”

“In a fair fight, perhaps. But no creature with half a brain would willfully challenge beings that can move mountains with their magic… As much as you would love for it to be false, changeling, hate comes more naturally to one than love. With that simple fact in mind, the choice was easy for me… establish a new world order where constant female subjugation, humiliation, and objectification of the highest caliber are all common everyday practices by us superior male ponies. Every law I’ve made, every method I encouraged, everything I’ve even ever said to them, teaches our women to hate their captors, to hate me, and in doing so… produce the one and only defense against changelings we have to choose from.”

“To think a pack of wild animals like you could actually work together on a plan…” Chrysalis sneered. “I’d have figured you stallions would be fighting amongst each other for petty resources like the savages you are…”

“Heh, you really have underestimated us, Chrysalis!... I can get these ponies to strive towards any higher purpose I want them to! All they needed was the right motivation and push. It was simple matter… there was already so much anger in these men… so much disgust for their mares who abandoned them to loneliness after inviting the changelings here… Sure, most of these men may have been apprehensive with these changes, but the only alternative was that we surrender ourselves to the enemy where we would be at your complete and utter mercy… You could choose to wipe us all out on a whim… highly likely given your strong stance against us… and nopony would be able to do a thing about it…” Blueblood said. “Sure, the mares won’t like their treatment, the stallions controlling them might not either. But they’ll survive this invasion, and that’s all the matters right now…”

“And the zebras, griffons, and buffalos down there?! Don’t think I can’t feel them as well! Are they part of your disgraceful plan too?!? Why drag them into this? This is between me and you!”

“Ha… so you’ve noticed. Well… you are a lot of things, Chrysalis…” Blueblood sighed. “But above all, you are greedy. You weren’t simply satisfied with the majority of the Equestrian mares in your grasp. The very fact that you are here proves you had to have them all! I know if we are successful using the mare’s hate to drive you from Equestria you would simply shrug it off and invade the other lands instead! The zebra mares, for example…. We are simply borrowing them from their homeland. Think of them as an exotic extra spice to add to our limited variety of mares to choose from. Their subjugation will aid in feeding our pool of hatred… and once the mainland finds out what we are doing to their precious women, their males will hate us!... Maybe even each other too with their main source of stress relief gone… In doing so, we will create a world unsuitable for your kind! The world will finally be at peace when you can find nothing more to feed from, and shrivel up and starve like the miserable insects you are…”

“Ha! You imbecile!” Chrysalis said with a mocking laugh. “The zebras will wipe your pathetic little town from existence long before your moronic plan even works! Regardless of what you do to me, my men still have their current mare’s love to sustain themselves on! The last mares in this world that are treated with the slightest bit of respect they deserve… They’ll laugh from the comfort of your own women while your idiotic society tears itself apart!”

“Oh my, speaking of that, that does remind me,” Blueblood said. “I offered my kind assistant a word before we begin… Spike, my boy. Come on in!”

The door to the dungeon creaked open, a large shadowy figure moving inside. Seeing the purple and green dragon stomp down the dungeon stairs actually earned a quick taunting chuckle from Chrysalis, despite everything that was going on.

“Heh… well if it isn’t the stallion masquerading around as a dragon… How is my little Spikey Wikey doing?” Chrysalis mocked.

“I’ve been waiting a long time for this…” Spike growled as he opened the cell down. Walking up to the helpless changeling, he violently grabbed a handful of her greying hair before slamming her up higher against the stone cell wall.

“Alright you BITCH! Where is Twilight?! Where are my friends!? What have you done with them!?!?” Spike roared, barring his fangs in full fury, his eyes glowing with suppressed rage.

“My oh my how you’ve grown…” Chrysalis said, not phased in the slightest. “A large dragon like you could rape half a dozen innocent mares before he even got tired… Who cares what they think after all?”

Spike pulled her off the wall, only to slam her back down onto it even harder. “TELL ME!”

“Heh,” Chrysalis coughed, actually feeling a touch injured from the harsh treatment. It was hell actually being able to feel pain once again. Such a burdensome sensation. “Knowing will do you no good… they are far out of your reach….”

“The nerve of you…” Spike sneered. “You think you can just swoop in and take ponies away from their peaceful lives like that?!”

“Peaceful lives you say…” Chrysalis said, mocking smile quickly fading from her lips, growing deadly serious.

“They were happy with us! Not enslaved! Not some creature’s sex pets! Why would you take them away from us!?!”

“BECAUSE YOU NEVER DESEVERED THEM!” Chrysalis shouted suddenly, now equally angry, even causing Spike to blink in surprise and fear, not to mention confusion. “All those years you’ve ignored their needs! Every time a mare brought herself to orgasm by her own hands was an unforgivable sin on your heads! But you…. you treated their sexual desires like it was unnatural! That a mare’s sexual activates actually belonged to her and her alone as a private matter! That their bodies should be concealed under layers of pointless restrictive clothing or else they should be arrested and ashamed… Teaching women who actually enjoy something as pleasurable and wonderful as sex should be shunned as low life sluts… Repressing their true selves and forcing them to live a half-baked life by your own despicable design! And your treatment of them now… miles worse than before, only proves how right I am… You never were enough for these wonderful creatures… They deserve far better than you…”

“………..You freaking psychopath…” Spike spoke, utterly dumbfounded. “Is this all just a game about sex to you? You think stallions deserved to be turned into mares for that?! Everything we’re doing here is because of YOU! These men… they are afraid… and-and angry seeing what you changelings do to us and their gender! We gave them an outlet for those negative feelings YOU created. None of them want to be turned into mares like their friends were!!”

Chrysalis immediately responded by rudely spitting in the dragon’s face, Spike fiercely glaring at the growling changeling queen as he wiped the salvia from himself.

“How dare you! Mares are more deserving of life then you’ll ever be! They are strong beautiful creatures who have been abused and neglected their entire lives by you filthy animals! We turned you into mares as a lesson! Only in their shoes and under our command would you idiots have any hope of discovering how you should have treated mares all along! Of course misogynistic cretins like YOU would see being a mare as some sort of awful punishment!”

“You’ve gone completely mad…” Spike sighed. This changeling wasn’t worth his anger. “This is insane. You need to be stopped! Equestria needs to go back to the way it was!”

“I’m not the one raping my own just because I’m too afraid to fight my own battles…” Chrysalis spat. “If anyone here is to be stopped, it’s you! No mare deserves to be harmed like you are doing… That is why your so called ‘friends’ are in my possession and you will NEVER see them again!!!”

“We’ll see about that…” Spike said, nodding to Blueblood.

“Ah… young love,” Blueblood purred with a warm smile, now walking back over to Chrysalis, and grabbing her by the head. “It just warms my heart.” The changeling queen made no futile attempt to resist. But what Blueblood did next could only be described as incredibly strange and completely unexpected…

Kneeling down and leaning over, the prince placed the tip of his horn so that it was directly touching Chrysalis’s own jagged horn. The changeling was glancing up to Spike now, not having the faintest idea what her captor was doing, but the dragon just stared her down as he waited for something to happen... With a steady hum and hue, Blueblood’s horn began to glow with power.

Suddenly, Chrysalis felt magic! Her magic! The strength that was once gone was there once more as her own horn was powered through the inhibitor ring. Quickly, she attempted to use it… yet to her dismay, nothing happened! She was sure she felt the energy… but had no control of what was going on. Then her eyes shot open wide.

There was another in her mind!! Another presence in the void that had always been occupied by her thoughts alone! It scurried through her brain, her thoughts or struggles powerless to stop or even slow it. It scanned her memories in an instant, observing her more intimate moments… her most private affairs… but more importantly, it found…

With a sudden pop, Chrysalis’s magic was activated against her will. A bright burning green flame enveloping the room in its entirety, before fading into nothingness and allowing silence to claim it once more. The room fell deathly still…

The changeling queen released a few breathless gasps as Blueblood released his spell and rose with his widest smirk yet knowing everything was working according to plan…

It was a mistake for her to have looked back up… she wished she hadn’t. She wished she could have gone the rest of her life not witnessing what horror she saw standing before her. But to her downfall, curiosity got the better of her.

There… appearing quite confused and surprised with the sudden and abrupt change in setting… was Princess Celestia and Luna.

~~~~~~~~~ ~~~ ~~~~~~~~~

*slap*

“You stupid mare!!” Soarin roared, bringing his palm down hard onto Lightning Dust’s bare ass.

*slap*

Soarin was not happy. Not happy at all! He had woken up fresh in the morning after a perfect night’s sleep, only to discover that the mare he had recently purchased and bestowed with his trust had snuck out the window during the night and attempted to escape from town!

*slap*

Of course it was no challenge for the guards to handle. They had an almost comically easy job capturing her midflight and dragging her back to the ground before restraining her in a bondage suit of rope. Bringing her flailing bare body back to him where he had to pay yet another insanely large fee just to keep her from public abuse on the stocks!

*slap*

“What were you thinking you would accomplish!! There’s nothing out there anymore!! It’s all gone!” Soarin shouted.

“I’m sorry!!! I’m sorry!” Lightning Dust repeated, tears streaming nonstop down her cheeks as she struggled in vain. Her efforts doing nothing but earning her even tougher stinging spank on her now beet red behind.

*slap*

Soarin knew she wasn’t sorry for running away! She was sorry she got caught! She would do it all again without a moment’s hesitation if she could!

*slap*

“There’s no food! No others mares! Even if by some miracle you did manage to get away and learned how to survive on your own, it would have been a week or two tops before the slavers captured you again and brought you back!!”

*slap*

He didn’t know what he was thinking. Trying to be the nice guy to win a slave mare over… it was almost humorous to him now. Mares hated it here! Mares hated him! They weren’t going to put out willingly in a million years! And this mare… she was so eager to get away from him… just like her… it made every drop of his blood boil in rage.

Growling madly, Soarin stood up, throwing down Lightning Dust’s body who bounced face down onto the soft bed below, giving him a good full view of her reddened behind adorned with his palm prints as the humiliated pegasus mare cried and sobbed nonstop.

A thought went off in his head as he watched the pegasus on his bed... The helpless and vulnerable mare without a stitch of clothing to her name… An attractive mare in desperate need to be punished… A voice in Soarin’s head couldn’t help but ponder if he should do the unthinkable…

He could do it… easily… and she wouldn’t be able to do a thing to stop him! He wouldn’t even get in trouble… in fact, it was something he was supposed to do here! It was completely legal to rape any mare you could get your hands on… and it had be far far too long since he had the luxury of a good release. After all, he certainly wasn’t going to get anywhere with the nice guy behavior anymore! Especially not after a harsh spanking like that! It would be so much easier too… why should he have to go through all the trouble convince this mare to spread her legs when he could simply just take what he wanted by force?

Lightning Dust’s sobs had softened now, only giving out small unbearable sniffles. It came as great surprise and shock to her as her body was suddenly picked up by Soarin.

Before she could even react, her body was thrown into her cage. Soon after Soarin slammed the cage door behind her, this time making extra sure she heard the lock to her prison click shut, sealing her inside.

“Just…. go to fucking bed…” Soarin sighed, as he turned away, not wanting to look at the miserable pegasus for another second longer.

With an exhausted groan of exasperation, Soarin walked back over to his bed, collapsing down onto the sheets where the mare once lay sobbing just moments ago. Silence was all he wanted now. He needed some time to think…

~~~~~~~~~ ~~~ ~~~~~~~~~

It was night once more. Lightning Dust had to lay on her front or side now. She couldn’t bear the pain of her rump, which still stung like all hell whenever she tried to seat it on the ground.

Her cries had subsided, leaving the mare to her lone and silent misery again. At least as a slave for purchase she had the other mares to talk to… but here… it was only him and her… And she was probably the last pony in the world Soarin wanted to talk to right now.

Why had she even tried to escape anyway? Was she not thinking with a clear head again? Had her absolute hatred of the stallions blinded her to logic? Maybe this was why none of the other mares back at the shop seemed so dead set on escaping Appleloosa like her. Maybe they’ve come to realize that even with all the cruel and inhumane treatment women were given here… it was still their best chance for survival in this hellish new world. Lighting would have taken her entire foolish escape attempt back if she could. Especially seeing how it had changed her captor.

She had briefly glimpsed it in his eyes when she was crying on his bed… the way he was looking at her… it was different… horrifying! He wasn’t looking at her like she was a pony anymore! He was looking at her with lust like she was an object to be used! Just like all the other stallions she had come across. That, most of all, hurt far more than the spanking he had given her. Not just knowing that her captor was considering raping her… but that she had actually had a part turning him into that. He had been a perfectly nice guy up to then like Rumble, hadn’t he? She should have at least see how it played out before spitting in his face, figuratively speaking, and running off. But she hadn’t. Now… the damage had been done. She had to live with the consequences of pissing off the one stallion who controlled every aspect of her life. The kind Soarin would probably never return, instead, she would be living with the stallion she had turned into a rapist for the rest of her days. Any second now he would return to the apartment to claim what was rightfully and legally his…

The door to the room swung open, Soarin stomping inside and shutting it behind him. Lighting gave a shuddering whimper as her stress levels sky rocketed. She didn’t know where the stallion had gone all this time. She didn’t care. She sure as hell wasn’t going to ask. She just hoped he ignored her for the rest of her existence!

But exactly as she had dreaded, the footsteps approached her cage. The sound of his hands working to deftly unlock and open the door.

“Get out and stand up…” Soarin ordered.

Lightning Dust didn’t say a single word. The miserable pegasus slowly crawling out on her hands and knees before pushing herself up to her feet, looking down, not willing to meet his gaze, ready to accept whatever cruel sexual punishment her owner was going to inflict on her. She just hoped he made it quick.

A burlap sack hit her in the chest, which her arms couldn’t help but catch before it could fall to the floor.

“There’s food, water, even some men’s clothes in there,” Soarin said, now sounding as though he was in a hurry. “It’ll last you five days, tops. Hide it in your cage…”

Lightning Dust was dumbstruck. Looking down at the sack of supplies she held then back up to Soarin, who had already left her side and was throwing various objects in the room into a bag of his own.

“You can try heading to Ponyville… Not much supplies left there, but I did some asking around… apparently that area has been completely farmed out of mares… all of them were captured and are here now. So there won’t be too many slavers looking for girls there…”

“Wha….” Lightning spoke.

“I don’t know what you’re expecting to find out there… Maybe some unknown stronghold hold of mares or something… But you won’t be able to leave this town without being accompanied by a stallion! I know… its crazy illegal to do this, but it’s the only plan that’ll work…Once we are clear… I’m afraid you’re on your own… If you get captured… they’re certainly not going to bring you back to me again…”

“But….” Lighting said.

“No time to think about it! The train leaves in ten minutes! There won’t be another one until morning when there are a lot more witnesses paying attention… or at the very least, looking to rape a mare like you! We need to go! Now!” Soarin ordered.

“Stop…” Lightning Dust said so softly, it was practically a whisper. Soarin abruptly paused in place, the can of food he had thrown to his bag halting in midair as well.

“You… you aren’t going to rape me…? Y-You’re trying to help me escape?”

“Well yeah…?……..Oh wait… you saw that…..earlier…” Soarin said. “Look… I’m so sorry! It was dumb! I-I-I was just angry at myself… a-and the world because every mare that’s ever been in my life has left me… haha,” Soarin gave a sad sarcastic laugh. “But that’s ok! I get it now! Mares don’t like me and that’s perfectly fine! You don’t want to be tied down by some dumb relationship! You want to be free! To spread your wings and fly! So… yeah… but we really have to get going though if we are going to make that train…”

But Lightning didn’t move, only looking down to the sack she held and releasing a long sigh. “I….I’ve had some time to think about it… and you were right… before… There is nothing out there for me… no ponies to live with, nothing to sustain myself on, no protection from our enemies… that’s all here now, I just couldn’t accept it.”

“Wha….w-wait… are you saying what I think you’re saying?” Soarin muttered, blinking a few times in surprise.

Walking up to him, the mare silently returned the sack of supplies she had given him before walking back to and crawling inside, closing the door behind her herself.

This wasn’t the world she wanted. But it was the one she found herself in. Like it or not, she had to make the most of it. The fact that she had landed a selfless stallion who was actually willing to do something as crazy as aid in her escape like that told how extremely fortunate she was to have landed him. She didn’t want to take that same gamble again… Not to mention she was thankful as all hell that he didn’t want to rape her!

“Well… um… ok then…” Soarin said, scratching his head as he watched his pet silently curl back up in her pen. Guess she wants to stay with me now…

~~~~~~~~~ ~~~ ~~~~~~~~~

And just like that, Lightning Dust’s and Soarin’s normal life in Appleloosa began.

Lightning had taken some time to come around to her new role, and to the male pegasus, especially after recent events, but sure enough it was happening. The hurt feelings on both sides eventually dying down into forgiveness.

Soarin was even pleased to see the mare cracking regular smiles every now and then. He on the other hand, had made a personal vow to never hurt or harm his mare ever again! The more he got to know about her, the worse he felt about what he had done. Turns out she was a fun loving mare with an obsession for flying the rivaled his own. He couldn’t help but feel he really lucked out on her purchase.

There weren’t many thing for them to do, with Soarin’s only calling being his job as the weather manager in charge of overseeing the cloud formation a few hours every day. That left plenty of time for him to hang out at home and chat with the pegasus on anything from flying, the old Wonderbolts, changelings, and of course… the current state of the world. It was actually turning out to be a refreshing change in pace! When he had originally conceived of the idea to finally try out buying a mare, he had thought, at best, he would be getting an odd roommate, who he would occasionally grab for a quick romp in the hay. But Lightning Dust was turning out to be something different entirely! A thoughtful companion to live with and to keep him company!

Lightning Dust was also learning to enjoy herself in Soarin’s company. Even though Soarin persistently offered to pull out the leash and take her for a walk outside, maybe even get her to stretch her wings, she had to turn him down. The world out there was ugly and crude. Mares she knew being dragged out onto the street and publically gang banged to the point of blacking out was a normal occurrence. But in here, she felt like an equal to stallions again. The way Soarin treated her was simple, yet made her feel so amazingly special. That didn’t mean she never got bored though… Especially with her roommate missing on the job, she found herself cooped up in the apartment with nothing to do. She wished Soarin had a TV. Or at the very least, that TV was an actual invention that existed.

It wasn’t long before the nifty pegasus mare came up with an amusing way to occupy her time with Soarin. One that came after she couldn’t help but notice the half a million stares he shot her nude body every minute of every day. Even if Soarin or Lightning Dust wanted her to, she couldn’t put on a single thread of clothing to wear, seeing as ponies could see her if they happened to fly by the second story window. A clothed female pegasus would have landed Soarin in a whole heap of trouble, which wasn’t a risk she was willing to take anymore.

But… the more she started to like Soarin… the more she discovered his many and frequent stares at her nude body actually pleased her. It wasn’t long before she had created a sly little game of it. Often putting herself in compromising and promiscuous positions, pretending as though she was absentmindedly looking the other way, bending over to pick up something she dropped, knowing without the slightest doubt that Soarin was staring at her body with wide eyes, and attempting to burn a permanent image of her privates into her memory. A large tent forming in his trousers that he not so subtly attempted to hide was all the proof she needed of a job well done.

It was almost empowering! In a world where mares had no control over any aspect in their life, she was touting a stallion along like her catch. But it was all in good fun after all. In truth, Soarin could stare at her naked body all he wanted and she wouldn’t mind. It was the least she could do for being so kind to her. And she had grown long accustomed to the feeling of being naked around other ponies. In a way, it was actually quite pleasant… free and unrestrained.

In fact… soon she found herself playing her little game more than a mere enjoyable way to pass time. Sometimes she wished her playful taunting actually lead to some more… intimate. But the stallion never made a move on her. Either from fear of rejection or politeness, he never acted to get the full package from her. It actually started to frustrate her slightly as she increased the frequency of her teasing, hoping every time she did, that Soarin would throw her onto his bed and ravish her for hours on end.

But as it turned out… her little game had certain unforeseen consequences on her roommate…

~~~~~~~~~ ~~~ ~~~~~~~~~

It was three in the morning. Soarin lay face up in his bed, eyes wide open as he stared blankly at the ceiling. Lightning Dust was curled up in her cage sleeping soundly in Luna’s sweet embrace. He, on the other hand, couldn’t seem to let sleep claim him at all. And he knew exactly why.

The blood in his body wouldn’t stop circulating to his cock! Looking down, he could still make out the large tent like shape his erection pushed through the sheets. He was horny. Plain and simple. He hadn’t any privacy to properly relieve himself since Lightning Dust had started living with him… and on top of that… she made the problem much much worse. Everyday it was hell. Living with an amazingly attractive women like her, but not being able to do anything about it! The slightest movement in her chest caused her abnormally large breasts to sway back and forth on her chest, long after she had stopped moving. The mare had grown so accustomed to her nudity, not only was she not trying to hide herself, sometimes it looked like she was trying to show herself off to him! And his cock was getting sick of all the false warnings of immanent orgasm the mare attracted. Now it was its turn for payback by keeping him up in the middle of the night until it got exactly what it wanted.

Soarin sighed to himself quietly before reaching under the covers to his crotch. I have to make this quick and quiet… He thought. Lightning in sleeping in her cage, but if she wakes up and catches me doing this…. there’s no way she isn’t going to be freaked out! She’ll probably think I’m some sort of sick perverted weirdo… Sweet Celestia… Things will just become awkward for us again!

His sly right hand quietly wrapped itself around his cock. Waiting an entire whole minute to assure himself his mare was sound asleep before he quickly got to work pumping. Hand gripping as he ran it up and down his cock, his thoughts filled with nothing but a million different images of him doing a million different shameful acts with the pegasus roommate he owned.

But… in the corner of the room, Lighting Dust’s alert ears perked up suddenly. The sound of her stallion releasing a frustrated grunt and collapsing back onto his bed in defeat.

I can’t… I just can’t! Soarin’s mind screamed. I’m at the wall… but the nagging voice in my head never lets me pass over it! Soarin groaned in exasperation. And it’s right… I shouldn’t be doing this! I shouldn’t be thinking of Lighting like this! She doesn’t want to be here! She doesn’t even want to be naked! It’s only because she has to be! And here I am… lusting over her misfortune like a grade-A freak…

But, no sooner had he finished that thought and turned his gaze did he see the mare herself, on her knees off the side of his bed, staring directly at him.

“L-Lightning! W-Wha… How long have you been watching me?! I can explain!!” Soarin panicked, heart racing even faster than when he was jerking off. “I had…a…a… an itch!! A really bad itch down there!! I think I got it no though! You can go b-back to bed!”

The mare just scowled at him. Reaching a hand over she roughly grabbed the bedsheets, tearing them from Soarin’s grasp and flinging them onto the floor. The stallion’s rock hard erection popping into plain sight of both ponies.

“You forget… we aren’t really as dumb as you stallions like to say we are…” Lightning said, eyes now locked on his towering cock. “So… this is why you’re still up…?” She asked. “You can’t take care of this?”

“…..Y-Yes….” Soarin sighed, hanging his head low in shame. Somehow admitting that, made him feel like less of a man in front of her. Adding to the patheticness of his situation. And then something strange and entirely unexpected happened…

“….Heh…” Lightning said with a wide smirk. And that was it…

She dropped down from his bed and began walking… no… crawling away back to her cage! Soarin couldn’t believe what he was seeing! The mare… his pet mare was taunting him like a joke! Sashaying her tail from side to side, just sliding over her rump and revealing her cunt for him to gaze at as she slowly made her way on her hands and knees.

That’s her reaction!?! A problem caused by HER and she’s laughing at me?! Not only that, she’s purposefully crawling away like that to make the problem even worse! Soarin let loose a deep growl as the smirking pegasus mare slowly crawled away.

“Lightning… STOP!” Soarin ordered with the most authoritative tone he didn’t know he even had, it just came spilling out all at once.

“Yeeeessssss?” Lighting quipped, smiling growing ever wider.

“Turn around, crawl back here. NOW!” Soarin went on. To his surprise, the pegasus obediently obeyed without a moment’s hesitation, skipping back over on her hands and knees.

Soarin swung his legs so that they hung off the bedside, which the pegasus slowly but surely crawled between before kneeling back down and awaiting further demands with a grin on her face.

“Suck!” Soarin demanded, grabbing a rough handful of the mare’s hair and pushing her head towards his cock.

“Mmmmm, well since you’ve asked so nicely,” Lightning cooed. Not a moment later did she drop her jaw and dive at him, taking the majority of his divine length into her gaping mouth.

Finally… she thought to herself as she pulled back out. Her lips kissing before opening to lovingly engulf the head before sliding down his shaft, feeding him deeper into her slick throat. With him fully engulfed inside her mouth, she gave a quick impish glace up to Soarin before giving a playful giggle. The vibrations traveling through Soarin, igniting his sensitive nerve endings.

Lighting’s mouth began to fall back, her lips mapping out every vein and bump along the way. As she withdrew fully, she gave it a few quick pumps while she licked her lips, savoring the pleasant taste of her owner’s length. It was simply wonderful! Despite the obvious naughtiness that they were caught up, Lightning couldn’t help but sense a nagging sensation that this is what she should be doing! On her knees and sucking cock… making the one stallion in her life that was so nice to her happy! Her only desired reward being its cum deposited directly inside her.

She shook the thoughts from her mind for the moment, focusing on the task at mouth. Leaning back into Soarin’s bulbous head, her tongues drew circles just under the rim, plunging in for another satisfying journey down the throbbing shaft before starting a consistent bobbing pace.

“Ohhhh…. Fuck…” Soarin gasped, stroking aiding the mare’s efforts with two hands firmly gripped on her head. “Don’t stop... that’s it, Just like that… good girl…”

For some inexplicable reason, Lightning Dust found being referred to in such a way was oddly pleasing! She felt compelled to truly show how much of a good girl she was to her owner! With the aching stallionhood in her mouth, her lips rhythmically bobbing along the shaft, Soarin could only groan in pleasure as Lighting’s cheeks sank with each suction, attempting to suck every bit of flavor from his meat.

Soarin’s groans were growing louder now, his breathing more desperate. His cock under the constant assault of his sex slave, who seemingly knew exactly how to handle him like she had done this a million times before. She showed no signs of slowing, her efforts becoming even more desperate as she hungered for the anticipated moment. Soarin abounded all hopes of restraint as he roughly started pumping his cock further into his mare’s throat. Lighting could feel it coming, her stallion’s cock hardening like stone, the head swelling, his balls tightening up.

“Fuccckkkk!!” Soarin growled, as his pulsing cock delivered it first payload down the throat of the mare. Lighting didn’t change her efforts, continuing without a hitch. Every single river of cum that shot out with promptly sucked down into the depths of her stomach. The more Soarin released, the harder she worked for more, her lips and tongue unwilling to let him cease his release into her. She wanted everything he had! Not a single drop of tasty white cum should be left in his balls!

Despite her many efforts, eventually her stallion did slow to a stop, her sucking followed shortly after. With a lewd audible pop, Soarin’s happy satisfied member entered his sight again.

“Mmmmmm, yummy!” Lightning purred, dealing a few quick licks to each side of Soarin’s cock to ensure it was clean.

“T-that was amazing!” Soarin gasped, heart still racing. “I didn’t really think you would do it!”

“Well I did!” Lightning cooed, finally releasing his cock. “One freshly sucked dick, just like my master ordered!”

…Master?! Now where did that come from… Lightning thought to herself. Though, she couldn’t help but note how pleasing that title seemed to roll with Soarin.

“S-So, will you be going back to bed now?” Lightning asked, attempting to play it off. Soarin could only smirk.

Putting up the slender chest-heavy pegasus like she weighed as much as a feather, Soarin threw her, face up onto his bed. The startled Lighting landed with a surprised bounce, quickly noticing her owner staring at her with unleased lust.

“Heh, I wouldn’t count on it…” Soarin grinned, eyeing the mare’s soaked cunt with desire. “After a taste like that, I want the full course…” Lighting gasped upon realizing what her owner meant. The build-up his balls had been working on far from spent. As Soarin was already starting spreading her slender legs, Lightning gave a gulp, her heart racing a mile a minute knowing she had a long night of moaning and bucking ahead of her… Things would never be the same for the two of them ever again…

Escalations (Part 1)

Author's Note

This was written as a sad and dark chapter, with no clop! Only focusing on the main story line this time.

Escalations (Part 1)

Chrysalis didn’t want to come to terms with that she saw before her. But Blueblood didn’t even wait for the two freshly abducted princess prizes to comprehend their new settings. Hijacking the changeling’s queen magic further, he shot two quick sleeping spells at the solar and lunar goddess, rendering them unconscious just as their eyes were widening upon recognizing the prince before them. He even gave a smirk, further adding to the insult upon injury while Chrysalis watched in helpless horror as the two princesses’ bare bodies dropped to the cell floor.

“YOU FUCKING RAT FACED BASTARD!!! I’ll KILL YOU FOR THIS!! I’LL-MMmmnn!!” Chrysalis attempted to yell before her mouth was abruptly silenced by a plastic ball gag that flew into her cursing mouth.

“Such a cheap plastic toy… and yet, stands to make such an improvement on you…” Blueblood smirked, condescendingly patting the wrathfully glaring changeling queen on the head. He walked over to Celestia and Luna’s motionless bodies, taking a quick moment to admire than full and complete female form, among certain ‘improvements’ the changelings appeared to have made on them before propping them both up on the wall.

“It… it worked….” Spike said in awe, still having trouble believing as Blueblood pulled out two inhibitor rings, sliding them down and locking them in place around the two royal sister’s horns. For the princesses own protection of course.

“Mmm, was there any ever doubt?” Blueblood grinned. “These… disgraceful collars they force all our women to wear… they also serve as a tracker, making it a simple task for one of them to teleport a helpless victim to them… But they didn’t realize it as serves to help us, if we were to take control of one of their own…” He said, casting a confident glance at the prisoner changeling.

“S-so what now?” Spike asked?

“Now…. the real work begins… These two are just the first of many,” Blueblood smiled, hoisting Celestia and Luna’s limp bodies onto his shoulders. “I will be taking the princesses up to my quarters to… talk… with. You, on the other hand, will gather our wizards and will be overseeing their work on this demented beast… extracting Every. Single. One of our women from that hellhole they call a paradise.”

Chrysalis’s rage came to a noticeable stop as she comprehended the gravity of Blueblood’s words.

“That’s right, creature,” Blueblood laughed at the changeling’s pause. “Did you honestly believe we were done with these two? No no no… we are just getting started! Your source of love for our weapon against you…”

“And… and Twilight?” Spike asked hopefully.

“Don’t worry, my boy!” Blueblood said, placing a comforting hand on the dragon’s shoulder. “A mare of her caliber will be high on the list of targets to rescue! You’ll be reunited with her soon enough… Then, I trust, you’ll hold up your end of the bargain…?”

Spike gave an audible gulp, but slowly nodded.

“Excellent!” Blueblood beamed, already on his way out the prison door with two unisonous princesses in tow.

~~~~~~~~~ ~~~ ~~~~~~~~~

Blueblood whistled a merry tune as he strolled through the halls his manor. His many naked slave servants staring in utter shock as he casually carried the two bare bodies of the princesses they had thought long gone. But holding their tongue, as usual, knowing their place wasn’t to ask questions, even if they sorely wanted to. Their mouths were only good for one thing here, and it wasn’t talking.

“Take a break, gentlecolts!” Blueblood chirped at the two royal guards who stood stationed outside his personal chambers. The guards were confused, not just from seeing him carrying the two past rulers of Equestria, but also seeing the prince in a better mood than they’ve ever seen him before.

“Sir…?” Are you sure?” One asked.

“Quite so!” Blueblood said. “And please, take my personal concubine with you down to the barracks for public use… I daresay I don’t think I’ll be needing her services anymore…”

The two royal guards sprung up at that, barging into the room and momentarily fighting over which one of them would be the one who got to carry Trixie’s cage down to where the other guards were stationed. The others would be pleased to get a replacement for the last mare they kept before breaking, and a higher quality one at that.

“Now then,” Blueblood said, closing the door himself before walking over to his royal king sized bed, plopping Luna’s limp body down on the sheets where she bounced before coming to a stop. He then strolled over to a chair, lowering Celestia’s body onto it. Four separate lengths of ropes flew out, making quick work of solar goddess’s wrists and ankles, securing them to the arms and legs of the chair. Again, for her own protection…

“Let’s see what you have to say for yourself, princess,” Blueblood said, powering his horn targeted straight at Celestia’s head, quickly dispelling the sleep spell’s effect on her mind. The alicorn springing back to life as she jolted out of her forced slumber with a gasp.

The awakened Celestia took in her surroundings with hastened breaths and panicked eyes, quickly noting she couldn’t move a single inch, and even worse, her magic was completely and utterly disabled. A bit troubling, to be honest, from her previous memory. She was no longer in a depressing prison cell, but a royal looking bedroom she herself might reside in… had she sold half her belongings to charity.

“Welcome back, auntie,” Blueblood said with a warm welcoming yet unfitting tone.

“Blueblood…” Celestia gasped, heart beating a mile a minute. “We know… we know everything you’ve done!”

“Good, that ought to save a bit of time explaining.”

“So you admit to willingly allowing these mares to be raped?! To be treated like low life criminals?! Why?! These are mares that have done nothing wrong in the slightest!” Celestia exclaimed angrily attempting to channel what little of her royal authority she had left on her subject.

“Oh please. I would hardly declare any of them saints. There is more fault on their heads than ours. It was mares who brought the changelings here and it was mares who abandoned us to… this,” Blueblood said calmly. “Even you, Celestia, choose to take the changeling’s side over your own kind. Preferring to live a life of shameful debauchery rather than leading your own people…”

Celestia seemed to be shocked and even a tad insulted by the accusation! Attempting to compose herself and her emotions, the solar princess took a deep calming breath and did her best to continue in a relaxed convincing demeanor as she attempted to explain her actions.

“Do you know… the very last thing I saw before I was taken by the changelings those many moons ago?” Celestia said to which Blueblood simply shook his head. “It was my subjects, my servants, even my personal guards… all stallions and all among those who I believed loyal to me. They barged into my room in the middle of the night with crazed lust in their eyes, seeking to… rape me, and even worse, my younger sister as well,” Celestia said casting a caring look to her still sleeping nude sister on the bed. Heavens knows what would have happen to them if the stallions got their wish, back then or now. She had to convince Blueblood.

“But, before they even managed to harm us, Chrysalis used her magic and saved us. She saved both our lives! But her generosity didn’t stop there… Chrysalis showed us all what it meant to be a mare. Secrets that even I, in all my years of living, were completely blind to! And even though the memories of what almost happened to us that fateful night haunted my dreams, I begged, pleaded with her to reconsider her stance on you men, even though it was never my place to question her! I had hopes I could eventually get through to her and restore the unity of Equestria… but the reports started to come in. Each one detailing another group of unfortunate mares who weren’t as lucky as us to be rescued when the stallions found them… That, above all else, steeled her belief in you. That is why changelings are so aggressive against you and always have been, they don’t know you! They haven’t seen what kind caring gentlecolts you can be, all they’ve seen is you causing harm and mayhem! Changelings aren’t evil, they are protective over us! They would never let us into the arms of men who are like that!”

“I will admit, it was not the proudest moment of Equestria’s history,” Blueblood scoffed. “But anger breeds easily in any group of size. While I cannot condone those men and their actions, I can sympathize with the pain they experienced. You may not have been a committed relationship, Celestia, but many of the mares taken were. And a man seeing the love of his life so willingly and shamelessly defiled by another… a hideous creature at that… that changes him.”

“We were all surprised at how effective the changeling’s methods were… none of us were expecting it to lead to that!” Celestia exclaimed. “But maybe we are all at fault here… That isn’t what matters now. What matters is that we stop this cycle of conflict! Put an end to this senseless cruelty and find a peaceful resolution!” Celestia said, her voice thick with hope. “Changelings aren’t your enemies! They don’t want to harm anyone! They are just doing what they think is right!”

“And what is this peaceful resolution, hmmm?” Blueblood asked. “Come together in a merry circle and hug it out? No… I’ve seen your changeling’s leader, right now the only thing she wants to cause me is harm. Despite what you say, it is painstakingly apparent the changelings cannot be trusted. We must stay the path and build our only weapon against them…”

“No leader would willingly abide their citizens be treated in such a cruel manner!” Celestia glared, suppressed anger growing. “There are lines that should not be crossed for a mere victory, nephew!”

“Even if I did take your word that the changelings mean us no harm, auntie,” Blueblood continued. “The stallions of this town would not be so open minded or forgiving. These creatures have inflicted wounds on them and their gender that won’t be mended by a mere simple handshake between leaders. The only thing that will satisfy their anger now is our eventually victory in this battle…”

“Maybe you will win, maybe you will drive the changelings from these lands, but at what cost?” Celestia pleaded. “The mares will never forgive any of you for what you are doing to them! And until then their anger will only provoke the changeling’s full might down onto you! You need to quit this foolishness… now, before this escalates into a full blown war!”

“So… cease our efforts and allow the changelings to march through our streets unopposed? With their magical strength, we would be otherwise powerless to fight them if we were to discover your word to be untrue… Think carefully now… are you really asking us to take that risk?” Blueblood said sadly.

“………Yes….” Celestia begged. “Please, I know you have your reasons to be angry at me, but if you stay on this course, it’ll only get worse for everyone! Mares, changelings, and stallions! But only you have the power to end this conflict now!!”

Blueblood was silent, looking oddly more depressed from how the conversation had turned out then he had hoped. Quietly he rose from his chair, walking over to his dresser with slow calculated steps.

“You are right about one thing, auntie, I do have the power to end this….” Blueblood said solemnly to which Celestia breathed a long held sigh of relief.

“But… not in the way you may have wished… You won’t like what I am going to need you to do… but I believe it is for the best of Equestria and for our future prosperity yet to come that I do it…” Blueblood said gravely, opening his drawer and pulling out a golden halo, shaped as if to be placed around one’s head.

Celestia’s eyes widened in horror the moment it came into view. She didn’t need her magic to sense it, she could see the evil magic emanating from the surface of the ring. Dark magic. A spell… that spell. Straight from the darkest depths of the restricted sections from the Canterlot library itself! It was suddenly occurring to her just how many more lines her nephew was willing to cross to get what he wanted.

“I’m sorry it has to come to this, Celestia,” Blueblood said. Slowly but surely the prince made his way back over to her, holding the halo above her head and taking a long deep breath as he lowered it.

“…I am so disappointed in you, nephew,” Celestia said sadly fighting back tears as the halo ring came down onto her head.

And just like that, that old Celestia was gone…

~~~~~~~~~ ~~~ ~~~~~~~~~

Back downstairs, the ‘torture’ had already begun. Spike was currently overseeing the two unicorns working their magic over Chrysalis’s flailing body, hijacking her magical energy to find a collared mare back in the safety of the hive, quickly knocking her unconscious with a sleeping spell and teleporting her over to them. The mare’s motionless bodies appearing magically before them in all their glory usually two or three at a time. It was like they were fishing and winning every time!

Dozens upon dozens of reclaimed collared mares were stacked in a pile of flesh before the guards came back down to haul a few limp bodies off upstairs for cleaning and processing. Or at least, that’s what Spike ordered them to do, he didn’t follow them back upstairs to check, but he did notice the men enjoying their work a bit too much.

Meanwhile, Chrysalis wasn’t doing well, or anything even remotely considered close to it. In short, she wished she was dead… Her weakened body was thrashing in vain at her constraints that held her in place on the stone wall as the unicorns worked with her magic by force, all the while she was powerless to do a thing about it. Her mumbled screams into her gag had ceased her various death threats and had changed to outright pleading, begging for them to stop, to have the slightest bit of mercy on her, to which the unicorns thoroughly ignored. To Spike though, he couldn’t help feel a tinge of sadness for the changeling, watching as an endless stream of tears poured down her cheeks as she watched the many mares she had worked so hard to gather and protect were dragged into hell by her. To see such a once fierce looking queen devolve into a crying sobbing wreck before her enemies in a matter of minutes… it almost made him feel sorry for her.

But he had to set aside his misguided sorrow for the task at hand. He should be happy! This is what he had been waiting and working towards for so many months! Finally the mares held prisoner by the changelings would be rescued and reunited with their stallion lovers as it was supposed to be! Why would he even consider the notion that he regretted what he was doing? Seriously! He was a hero!

“Hey…” One of the unicorn stallions said to the other as he concentrated his magic through the sobbing changeling. “I don’t think something’s quite right with this next one…”

“What is it?” The other asked, laying the previous mare up against cell bars for the guards to haul off, giving her magically enhanced breast a quick feeling grope and pinch for good luck.

“Hmmm, doesn’t really feel like the sleeping spell hit this one… kinda hard to tell though…”

“Just teleport her here anyway. If she’s not snoring, we can take her by surprise. Heh, they’re just weak mares after all, not like they have any muscles.”

Spike just rolled his eyes in annoyance as the unicorns chuckled. With another familiar flash of green fiery ball of energy, the room was still.

And there stood princess Twilight… Not asleep, not surprised or shocked, but very very angry.

“You MONSTERS!!!” Twilight screamed, her horn charging to full power in an instant. “You’ll PAY for what you’ve done!!” Before the two stallions could even raise a defense, their bodies were quickly enveloped with the purple hue of the princess’s magic. One released a high pitched scream as his body was blasted through the cell bars, shattering them like pieces of plastic as his body flew off into the distance. The other was flung into the stone wall where he hit the rocky surface with a splat… Spike was sure he heard several cracks from that impact alone.

Then the raging princess’s glowing eyes set their set on him next where Spike could easily see the rage she held. But, the princess of friendship stopped… hesitating for a brief moment upon recognizing the dragon.

“….Spike…?” She said softly, a mixture of emotions flooding over her as she stayed her attack, mostly hurt and disbelief, not wanting to believe the innocent young dragon she grew up with could possibly have a part of this ungodly immoral operation.

That brief hesitation was all one brave royal guard needed. Charging at the naked mare from behind and tackling her to the floor. Working as fast as he could to levitate an inhibitor ring out and down the princess’s horn before her magic could teleport him into the vacuum of outer space.

“NO! Get this thing off me!!” Twilight yelled, her many attempts to pull the ring from her horn were in vain as it locked itself into place. Her magical strength fading to a mere sliver of power, not nearly enough to even pinch one of the stallions. The thankful yet angry royal guard was safe to breathe a sigh of relief, but not before roughly yanking the now powerless princess down by the hair and laying her royal pump purple rump over his lap.

“Don’t hurt her!” Spike ordered angrily, causing the guard to halt his hand mid spank. “Just get her to my room and leave her there!” The royal guard considered his order before nodding, disappointedly, but picking up there princess’s body underneath his arm and hauled her off. Twilight’s struggles now looking more akin to a child’s temper tantrum in her parent’s grasp than an all-powerful princess of magic.

“Ugggg, guess this won’t be as easy as we think…” Spike said pinching the bridge of his nose, not realizing the unicorn laying slumped upside down against the stone wall could barely understand him through the pain. Chrysalis was torn between giving thanks for a respite, but also losing one her favorite mares sex slaves in the process. She just lay staring at the floor, motionless for the time being, wishing the earth would swallow her whole.

“Ummm, guess you two can take a break then…” Spike said, unsure of exactly how to proceed from here. “I’ve been waiting for far too long to talk with Twilight anyway…”

As Spike exited the dungeon cellar, clearly intent on heading straight to his room for his long awaited explanation, he was quickly stopped by the prince himself.

“B-Blueblood!” Spike exclaimed. “You weren’t gone long... How did the talk with Celestia go? Well I hope!” He asked with an optimistic smile.

“In a manner of speaking, yes,” Blueblood returned with a grin of his own. “Celestia heard me out on my issues, and was fully willing to illustrate why women are not fit to be in control…”

“Great! So she’s on board! I needed a bit of good news after all this…” Spike said, relieved.

“Why…? Is rescuing the mares of Equestria from the changelings not enough? Did something happen down there?”

“Uh… um, no!” Spike stammered. “Everything is A-OK! Heh heh!”

“Very well then. But that wasn’t the good news, my boy,” Blueblood said cheerfully. “The good news is that my little experimental spell worked exactly as described! With it, nothing will be able to stand in way of our victory harnessing hatred over the changelings!” He said triumphantly, handing Spike one of the golden halos. “As agreed, this one is for you, Spike. At least before we begin mass production on them…” Blueblood said with a gleam in his eyes. “Use it to assume control over Dragon Lord Ember… make her surrender the role, she is unfit for by mere principal, over to you and do as we discussed from there... It should be easy! Dragons are an uncivilized rowdy bunch, not you of course, and the word of their leader is unquestionable law to them. The males would require little encouragement otherwise forcing their females down onto their backs and raping them senseless. More hatred to add to the pile, a perfect changeling repellant.”

“Ummmm, I don’t know,” Spike said, obviously hesitant as he took the golden halo and looked it. “Making the dragon lands devolve into… this! More copies of Appleloosa around the world?! Are you absolutely sure this is necessary?!…

“Spike! Spike! Spike!” Blueblood shook his head but chuckling at the dragon’s naivety. “Don’t think for an instant that I would sentence others to this fate lightly. But allow me to explain. Whether the entire world knows it or not, they are all at war with the changelings. Our actions here only secure our fight against the changelings from Equestria’s perspective. But the changelings could simply abandon their efforts here and invade our neighboring lands! Any shortcomings in the dragon’s part to play, for example, would mean all our efforts here would be in vain! Not to mention a complete and utter hostile changeling takeover of the dragon lands, turning them into the new Equestria! The truth is ugly, Spike, but it must be done. Every single women in this world must grow accustomed to hatred and forced sexual servitude to men for the time being… But, think of it this way… would you rather control the dragons yourself? Or leave them to be controlled by changelings, like Chrysalis?”

Spike gave an audible gulp as he slowly turned the halo in his hands, pondering all the actions he could take, and all the likely results his actions would have on the world. However much he hated to admit it… Blueblood was right. The world would likely end of the changelings ever took over, but Spike knew it had a fighting chance if the women could simply put up with being raped as sex slaves for a while… As awful as that was, it was their only option for the time being.”

“Okay… I’ll do it,” Spike said, although his voice clearly leaving something to be desired by Blueblood. “But… exactly how long do you think it will take for the changelings to… starve out, and we can go back to the way things were?”

“Beats me,” Blueblood shrugged dismissively, already on his way, back to his quarters. “Weeks, months, years… maybe even decades! It matters not for us! Now, I won’t keep you from your purple haired pony any longer! Maybe after her you’ll realize how needed we are in this war…”

“I hope so…” Spike sighed, carrying the halo and sauntering back off to his quarters where Twilight waited. If they were wrong about anything, they were about to make a huge mistake.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Spike!! Please!” Twilight begged, the naked and collared princess struggling in vain to free her hands and feet from their simple binds. Spike was sure to keep her body anchored to the bed with a firm hand. “We have to go help Chrysalis! She doesn’t look well!! She needs love!” Spike gave a low growl in annoyance. This was not how he had wanted to picture his long awaited reunion with her…

“For god’s sake, Twilight! I’ve spent months working my butt off with Blueblood and the others on this crazy plan to rescue you from the changelings! And now that we finally have, you aren’t the least bit grateful! You’re acting as though we’re the bad guys!!! That we should help that…that monster who caused all of this! It’s her fault all of this happened!” Although Spike said they weren’t the bad guys with such conviction, he wasn’t completely sure himself it was untrue.

“Y-You don’t understand, Spike!” Twilight pleaded with her long lost roommate. “Chrysalis isn’t evil! She cares about us! She wants us to be happy!”

“And what about the rest of us who aren’t mares, Twilight?” Spike asked with growing anger. “Does she care about us too?! Or will she only give a damn about us when she forces us to swap into a fuckable gender!”

Twilight could only meet his glaring gaze before averting her head, ashamed and on the verge of tears. “P-please Spike, you have to help her! I-I promise I will explain and apologize for everything in length after that… but we don’t have much time!”

“NO!” Spike roared, barring his fangs in rage as smoke bellowed out from his nostrils. Twilight shrinking in horror at the dragon’s anger. “Those changelings did something to you. You’ve changed, Twilight! The Twilight I knew didn’t ramble on about her needs! She would have been mortified to even be naked in public! For Blueblood’s sake! She didn’t even think about sex at all! She just liked books and making friends! Not crawling around begging from some changeling’s cock like a mindless animal!”

“S-spike….” Twilight pleaded. For all her knowledge in the subject, she hadn’t the faintest idea how to explain her new urges now. It was her body’s natural impulses after all… but something told her the infuriated dragon wouldn’t be the least bit satisfied with that explanation. “You-you just don’t understand…”

“Oh I understand plenty!!!” Spike yelled jumping up from the bed and heading towards his closet. “The changelings messed with your mind! None of you even know what it’s like to think about anything other than sex to your changeling overlords!” With that, the dragon’s anger seemed to disappear as he spotted what he was looking for… the very gift Blueblood had handed him minutes ago. He felt like he should consider what he was doing more closely, but something in his gut told him this was the right thing to do.

“And with this…” He started, holding up the golden halo, eyeing it and Twilight’s head. “You’ll have no choice but to do whatever I say…” Spike said, breathing deeply as he slowly approached the alicorn at an increasing pace.

“No! Spike! DON’T!!” Twilight yelled in a panic now. Her struggling doubling in a futile attempt to avoid the ominous object headed towards her. If she could she would have used her magic to throw him back, but it remained completely disabled. “Get that thing away from me!! PLEASE!!”

“Don’t worry, Twilight….” Spike said sadly with growing pains in his heart. “I’ll help you get back to normal…”

A few inches above her head, the halo came alive. Jumping from Spike hands and securing itself around the struggling Twilight’s forehead where it tightened, almost painful so, into an almost headband like object. Then, with a small puff of energy, the golden ring dissolved into a thick black cloud of smoke. Smoke that followed the alicorn’s every movement and slowly crept inwards through her skull. Twilight froze in place, staring up at the ceiling with a blank stare as the smoke drifted into through her eyes, skin and eyes, intent of seeking out her bountiful brain…

“Twilight….Twilight?” Spike asked hopefully as the spell took hold. “Are you ok?” This was the spell Blueblood intended to spread on almost every women in the land… he sure as heck hoped it didn’t hurt them.

But Twilight couldn’t answer even if she wanted to as the magical smoke fully penetrated her defenseless brain. From the back of Twilight’s mind she was scrambling to do something to fight against it. Even thinking back to her days at Celestia’s School for Gifted Unicorns where she practiced-…….….. wait a second…. she never did go to Blueblood’s School for Gifted Unicorns. Silly her! What was she thinking?! Mares in Equestria weren’t allowed to get an education! Obviously they were too dumb to grasp even the simplest concepts!

Men were the only ones capable of going to school… worthless mares like her stayed home, tending to all the chores! It was so obvious to Twilight, she didn’t know how she could have possibly forgotten! Like all those long days when her naked mother would tutor her skills on her brother regarding the proper way to service a stallion’s cock with her mouth, while the men sat above them at the dining room table eating the meal the women were tasked with making. Teaching her from as long as she could remember that mares were just pathetic weak animals who should be thankful to live in this world… a man’s world…

And she didn’t save that world from Nightmare Moon… a group of brave and smart stallions she would have been lucky to even earn a glance from did that! Easily overpowering the pitiful excuse of a gender and ruthlessly raping her holes until she couldn’t even think or walk, like she deserved for the heinous crime of talking back to a man! She remembered the joyous celebration as they paraded the defeated mare’s body through the streets, inviting any and all stallions to have a go at her abused holes. Serving as an unneeded reminder of what happens to mares who not only dared disobeyed a stallion, but also who believed they were anything more than inferior sub-pony bitches.

And why did she think she knew all this math stuff? Numbers and letters together in…. sentences…? How did any of that even help to suck cock?! The mere thought of that hurt her brain! Thinking was hard! She could leave that job to the smarty men. All mares like her were good for was taking cum into their holes and being used. That’s the way it always was, and that’s the way it always would be!

Speaking of cocks… the mere thought of which made her mouth water. So long, veiny, and hard… always happy to see her play with her boobies and cunny! Each one holding their own unique flavor of blissful cum as her undeserved reward for servicing them! A single part of a male’s body… and yet, that was all it took to make mares everywhere quiver at the knees before bowing down to worship them. Truly it was an undeniable testament to female inferiority!

But there was a voice in her head… A dumb stupid voice! Telling her to not believe anything she was told! Telling her that this was wrong! But… a much stronger pleasurable voice spoke out to her, telling her to let go of her smarty thoughts and to give in completely! To accept that she was just a worthless piece of trash compared to superior males! Only then would she knew true happiness as a dull witted bimbo.

“Twilight?” Spike asked again, even though several seconds had past, to Twilight it felt like several hours. “Is everything alright?”

“Of course!!!! Maaasstttter!” Twilight said suddenly, followed by a loud giggle. “Everything is fine when there’s a hot hunk of a man near me, teehee!”

“Ummmm, ok…….?” Spike said, unsurely. “I’m going to untie you now… you aren’t going to try and escape, are you?”

“Of course not!” Twilight said with the same odd giggle as Spike worriedly attempted to untie the alicorn’s binds. “I’m right where I belong!” With the mare finally free from her binds, she happily crawled down from the bed, where she sat on her knees, staring at Spike with calm empty eyes, waiting to be told what to do like a good little mare.

“Alright then,” Spike said swiftly, hopping off the bed and strolling to his bookshelf. Twilight made sure to intently follow his every step crawling with her head held low on the floor.

“Ummm, To Kill A Mocking Gryphon! This was one of your favorite stories! A bit gory at the end, but it seems like the perfect place to start your trip back to being normal!” Spike announced, grabbing the book from the shelf and flipping open to a random page before thrusting the novel in Twilight’s confused face. “Here! Read!” He ordered.

“Uhhhhhhhhhh….” Twilight said dully, looking at the pages with a blank stare. She tried her hardest to do what she was ordered to do, but the words on the pages just seemed to jumble together, blurring on the paper, making her brain hurt! “Mtjdteklx…ferlpd?” Twilight guessed hopefully. “Ohhhh, hehe! This one kinda looks like a penis!”

“That’s just the letter D, Twilight…” Spike said with growing apprehensions.

“Mmmm, D….D…. Dick! Hehe! Dickydicky dick dick! It sounds funny! Diccccccckkkkkk! Heehee!” Twilight rambled in a tangent as her hands carelessly dropped the book to the floor. “Dicks dicks dicks! I’m hungry for dicks!!”

“Ok…….” Spike sighed, pulling Twilight over from the bookshelf. “M-maybe we’ll work our way up to reading later…”

“Yay!” Twilight chirped, clapping her hands joyfully.

“Maybe we can just… talk! Yeah, let’s just have a normal conversation just like we used to!” Spike announced. It was a simple pleasure in life, conversing with his roommate, one he missed greatly.

“Ummmm, ok!” Twilight said happily with growing excitement. “Do you want to know how many dicks I found I could fit in my mouth at the same time?!?”

“…About something other than sex! Seriously!” Spike added.

“Oh…” Twilight said sadly at her dumb mistake, it was entirely her fault after all. “Ummmm, does foreplay count as sex?”

Spikes eyes glared down onto her in frustration and Twilight couldn’t escape the nagging sensation she was annoying her master!!!! Oh no! And if she was, he probably wasn’t going to have sex with her anytime soon!! This was bad!! She hated herself for her own stupidly, banging her hands against her foreheads. “Stupid stupid Twilight!!” She scolded herself. She wasn’t fit to be in the same room with such a smart and handsome man like her master!!

“Calm down, Twilight!” Spike said, grabbing the mare’s wrists to prevent herself from further hitting herself. Twilight immediately complied without the smallest bit of hesitation.

“Mmmmm, ok!” Twilight moaned feeling the warmth of the dragon near her naked body.

“Uggggg, never mind! Just stay there!” Spike ordered, lost as all hell at how the mare was acting.

“Mmmmm, ok,” Twilight repeated as she resumed her idle pose on her knees.

As Spike stared though, he couldn’t help but notice how, even though she was talking, her eyes appeared dull and lifeless! How could he have been so blind?! This wasn’t Twilight anymore! The curious and fun loving Twilight he knew and loved was somehow gone! Replaced by this hollow… thing! This wasn’t even a mare! The only thing this happened to be was a nightmare!!

“Sweet Celestia… what have I done…” Spike breathed, collapsing onto his bed, throwing his hands to his face. “Stupid stupid, Spike. You really screwed up this time…” Placing that thing around her head without even knowing exactly what it did? What was he thinking?! And it was inside her now, he couldn’t just take it off! To make matters worse, he distinctly remembered Blueblood saying he did not know how to remove the spell yet! That he would cross that bridge when the changeling matter was completely dealt with!!

Sppppiiiiikkkkkkeeeee…

A voice called out to him, so faint it sounded like a whisper, any quieter and he wouldn’t have heard it. His ears perked up as he jumped up from his positon on the bed and he looked straight at the purple alicorn.

Gettttt Chrysalisss…. Pleaseee…. I-I… can’t hold it off…. much….. longer…..

“Twilight?! TWILIGHT!?!” Spike yelled, jumping off the bed and grasping the mare by the shoulders. “Are you still in there?!”

“Wha?” Twilight said, utterly confused again, like normal. “I didn’t say anything, master!” She said with another giggle before adding. “Oppsie! Silly eyes! Why are you crying?”

Spike was dumbstruck as he watched the mare carelessly wipe her tears away before staring back up at him with her strange lifeless eyes…

What was he going to do?

Escalations (Part 2)

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Escalations (Part 3)

“If you ever…EVER try something like that again…! I’m gonna-I’m gonna…Aauggh!!” Twilight started, hitting Spike’s chest with weak balled up fists. Emotions overflowing through her as she thought back to the horrors of being trapped within her own mind, unable to do a thing about it.

“You’re back! Thank Celestia you’re okay!!” Spike cried, wrapping the alicorn’s slender bare body up in his arms, rendering her flimsy punches worthless.

“Hey! I’m still mad at you!!” Twilight fumed back, but hearing her talk normally again only relieved the dragon further.

“I missed you so much, Twilight,” Spike said softly, causing the alicorn to finally relax into his arms as the tension died down in an instant.

“I missed you too Spike…” Twilight replied.

“Hmph…” Chrysalis pouted from the corner of Spike’s room with crossed arms. Why anyone would miss the men here was beyond her. Twilight should have been thanking her for separating the two of them up.

“Let’s get that inhibitor ring off you,” Spike said after the long awaited reunion moment had passed, pulling out a key from his pocket. He quickly unlocked the ring, sliding it off the alicorn’s horn as she felt magic return to her body once again. “Just don’t go blasting any holes in the walls just yet…”

“Hehe, fine,” Twilight giggled, relieved at least in the dragon’s trust of her again.

“Now then, Twilight,” Spike said, growing deathly serious all of a sudden. “Chrysalis mentioned that changing stallions into mares with changeling magic was partly your idea. I want your explanation...”

“Oh yes,” Chrysalis shot in smugly, “one of our finest pieces of work, if I do say so myself. Of course anyone would be dying to know the details behind such genius. Go ahead and tell him, Twilight.”

“O-oh…. w-well….” Twilight stuttered, growing swiftly nervous from the dragon’s stare, not exactly as proud as Chrysalis herself appeared to be. “To be h-honest… it’s kind of because of what you just did…”

“What?!”

“You-you… freaked out when you saw the new me! You thought something was seriously wrong with me and you overreacted!” Twilight started. “It was awful! And think of all the other stallions that were close to a mare and what would happen if they were reunited! We aren’t blind to what we’ve done, Spike! We never were! The mares with the changelings still miss their old stallion lovers, but they would have rejected us if we came back… calling us cheaters or harlots because we willingly let ourselves get carried away by the invaders!”

“Twilight…” Chrysalis interrupted, her past smile fading with a faint hint of a growl. “What is this nonsense? You informed me it was meant to serve as a lesson for how the men should learn the proper method of treating a mare. Are you telling me a part of you actually felt ashamed by what you were doing with us, despite my direct orders not to?”

“I’m sorry, Chrysalis,” Twilight shrugged sadly. “But it’s the same thing as before… we can’t control how our bodies feel.” Chrysalis just grumbled again, glaring at the alicorn. Her mind already abuzz with vivid mental images of how she would personally punish the mare once every trace of Appleloosa’s existence was thoroughly destroyed and they returned to the hive with their new mares in tow. Maybe she’ll make the dragon watch, it would be more than he deserved after all.

“Most mares wanted their stallions back with them, but because of how you guys were ummm… acting… back in Equestria, they knew the changelings couldn’t exactly invite them to come and stay at the hive…” Twilight went on. “But at the same time, we knew we couldn’t just leave you all out here! Chrysalis’s plans involved abducting every single mare from Equestria, even if it meant hunting down and training each one herself!” Chrysalis was back to looking smug now. “Even if you men managed to learn how to survive on your own, no one would be able to reproduce without us!” Twilight said, her voice subtly becoming more frantic sounding now. “S-so…. to prevent you men from dying out and keeping Equestria unified I came up with the idea to swap their genders using changeling magic then bring them to the hive! B-but most importantly… I hoped the experience would show the stallions how amazing changelings could be! T-then they would really understand why we let changelings take us! Haha! THEN they would understand and forgive us for sleeping with the enemy! I m-mean they would have done it themselves too at that point! Heh heh…. T-they wouldn’t be able to stay mad at us after that!!!”

Spike just stared blankly at the crazed alicorn. She looked like she was doing her whole freak out routine like when she thought she was late mailing her friendly lesson of the week to Celestia. But Celestia was no longer in charge now… and Twilight’s new mentor had a different idea of how the alicorn’s behavior lined up to an acceptable standard.

“Take a lesson, dragon,” Chrysalis cooed. “This is why I love mares! Unlike your kind, they are selfless! They experience a mind numbing orgasm at the end of a superior changeling cock then goes on to help bring others in to share that experience with them! Heh, Twilight was invaluable in our invasion efforts, in fact all of the princesses were! Celestia and Cadence always seemed to know exactly where mares would be hiding… ripe for the picking. Even Princess Luna would sneak into their dreams at night, learn of their locations for my drones before advising them to drop their defenses… I couldn’t have done it all without their help!” Chrysalis remarked. But the dragon and alicorn couple seemed more focused on their own conversation than whatever Chrysalis was saying.

“C-chrysalis said she would change them back after a while…” Twilight went on, hoping that statement would buy her some points, not comforted in the slightest that the dragon didn’t appear to be seeing her logic. She didn’t know why he didn’t though, it all made sense!

“Mmmmm, yes. I did say that,” Chrysalis cooed with a devilish grin.

“Twilight…” Spike began. “That is seriously the absolute dumbest idea I’ve ever heard!”

“W-What?!” Twilight stuttered, back into total freak-out mode. Did Spike mishear her explanation or something? Did he just not understand?! Her plan was perfect!

“Did you ever stop to think that I like being a guy!?! That I enjoy having a dick!? I don’t want to lose that just so you girls can teach us a lesson!” Spike continued.

“No!! NO!! You-you just h-haven’t tried it yet!” Twilight panicked, feeling the judgmental stare of the dragon glaring at her even more now. “You would l-love it if you gave it a shot! It-it’s amazing what a changeling cock can do to our bodies! It’s unlike anything you’ve ever felt!!” She said, scrambling around the dragon’s muscular body, imaging the changeling’s magic giving her dragon a nice curvy figure, with large bouncy breasts like his friend Ember. Five minutes on a changeling and he would see why they let themselves get taken get in Ponyville those many months ago! S-sure he was mad now… but all she needed to do was-

“TWILIGHT!” Spike yelled, snapping the frantic alicorn from her train of thought as he grabbed her shoulders. “I don’t care who you want to have sex with!! I just want you to be happy and to be a part of your life!!!”

“……What?” Twilight said softly. Did she just hear that right? Her frizzled hair slowly coming down to a more normal state. “It’s o-ok with you that I’m a slut…?”

“It was a bit of a shock, sure,” Spike replied, calming the alicorn, “but I’m not here to stand in the way of your happiness. If you girls all like being naked and having sex all day… then I’ll support you through it.” And if he was a little bit less upset, he probably would have considered adding how much of a turn on that would be to see.

“Oh Spike….” Twilight started, jumping up to the dragon and wrapping her arms around him tightly, pressing her breasts into his firm chest. “I’M SO SORRY!!!” She cried, sobbing uncontrollable as emotions ran wild. “I-I didn’t know!!”

“Shhhh shhhh,” Spike cooed, softly comforting the alicorn. “It’s ok, Twilight. It’s ok…”

“I feel so stupid….” Twilight cried. It seemed so obvious now! But that obviousness only served to deeper her shame in failing to understand it before. Now, the damage from the gender swapping had been done, and it was partly her fault! “How can I have let this happen…”

“Oh can it with the waterworks, will you?!” Chrysalis interrupted. “Don’t let this dragon drag you to its intelligence level! You’ve done nothing wrong, Twilight! The stallions are getting exactly what they deserve being changed into fuckable mares!! The only reason you should feel dumb is from continued exposure to these half-witted monsters. It’s contagious! I’m starting to feel it too…”

Before Spike could reach into his bag of snappy comebacks, Twilight responded to her first with an entirely different statement…

*sniff* “Chrysalis, don’t you see what’s going on?” Twilight said sadly, drying her eyes. “I didn’t want to believe it all at first… but this is exactly what the changelings have been trying to teach us this whole time! The gender swapping idea was ours, and it was an awful idea! This is exact proof why we shouldn’t be the ones deciding these things! It’s not a women’s place! Like they’ve said!”

“Ummm… what?” Spike said, confusedly.

“What do you mean… we?” Chrysalis asked with a raised brow. “I thought it obvious that changeling women were the one exception to that rule…” Which once again, basically meant just her.

“Yes… all women!” Twilight reiterated. “Just like sex, we aren’t meant to be in control! W-we let our lust get the better of us! It’s twisted our sense and cause us to choose the hottest sounding course of action, but not the smartest one! There are a million different ways we could have allowed the stallions to accept us for who we are… but we choose….that! Men have a better grip on their minds, that’s exactly why only they should have the power to decide! Let them do all the thinking for us!”

Chrysalis could be seen releasing a deep growl, obviously conflicted between someone telling her that her plans were flawed, but having that someone being a pony she loved. She couldn’t exactly swear Twilight out like she had with the stallions. This pony actually had worth.

“You forget yourself, Twilight…” Chrysalis said with a warning tone. “I am queen of the changelings… I don’t make mistakes in judgement! Stallions deserve to be punished for not enslaving you before our arrival! The spell served that purpose!!”

“How were we supposed to know mares like being somepony’s slave?!” Spike shot back. Not like his mare friends really wore any of the signs on their shoulders before this. And like many guys out there, they would have gladly fucked their female friend’s brains out if they simply asked… but they didn’t. “Not to mention slavery was illegal under princess Celestia and Luna’s rule! It would have been illegal for any stallion to even try to own a mare as a sex slave!”

“Well fine! The cowardly stallions were afraid of breaking a few laws in order to do what was right?!” Chrysalis shot back, ignoring the other point of mares in power making horrible decisions. “Some men you are!”

Twilight only sighed to herself as she ignited her horn with magic, targeted directly at Chrysalis.

“W-wait… What are you doing?!” Chrysalis said with growing panic now as her body was levitated upwards, powerless to fight back on account of her own inhibitor ring around her horn. “Release me this instant!” She shouted, but Twilight ignored her pleas. Clearing Spike’s bed with a burst of magic, the alicorn levitated the flailing queen down onto the surface, face up and limbs spread eagle. A few series of rope flew out from Spike’s rape kit, something that came fully stocked and loaded in every Appleloosa room. With some quick magical work, Twilight made sure to tie down Chrysalis’s ankles and wrists to the four corner bed posts, making sure the knots were extra tight, rendering the changeling’s naked form vulnerability and open.

“That’s just it, Chrysalis,” Twilight said sadly. “All we have are opinions! And outside of sex, a women’s opinions don't matter compared to a man’s! We both need to learn that!”

“Let me go! I have nothing to learn!!” Chrysalis roared in frustration, partly over the lack of her old changeling love strength. It just wasn’t fair! Had the alicorn pulled this stunt anywhere else in the world she would have easily powered her way out of her constraints and swiftly punished the foolish mare until she could no longer feel her own butt for a month.

“Spike…” Twilight said with a growing mischievous smile. “Do you know that Chrysalis here actually has a stallion master back in the hive?” She teased, flicking the common slave collar that remained forever locked around the queen’s neck. A constant reminder to the queen of what happened when she tried to outsmart a group of stallions. To the other mares of the hive though, they tended to see it as undeniable proof even the mightiest of their gender would fall beneath a man.

“Really now?” Spike said with much growing interest.

“Oh yes! The hive is a very public place! We all saw every naughty little thing they used to do! A very handsome and smart stallion… he’s spent weeks trying to train Chrysalis into a proper little sex slave, like any women would be happy to be… But she’s very stubborn, always resisting his efforts, even though her moans when he fucks her holes shout out that she loves it!” Twilight cooed. Chrysalis’s face blushed red in embarrassment, not something Spike really thought she could do from one who strolled around so casually naked. “Chrysalis… before the invasion, you alone gave birth to your swarm. Thousands upon thousands of them! I know you’re just a women, but come on! Even you have to see that you are literally the last one of us who should be thinking she is meant for something more than just sex and breeding, let alone leading an army!” Twilight giggled, fully realizing how ridiculous the female changeling being allowed to operate this whole time sounded. “But that stops now! You have to learn we can’t just do whatever we want! We’re slaves!”

“I am not one of you!!” Chrysalis shouted. “I should have been ruling over all of you by now! And if you know what’s good for you, you will release me, now!!!”

“But you are one of us!” Twilight reaffirmed, not backing down in the slightest. “Your body is built just like any other mare! A womb to grow our offspring, wide hips for childbearing, breasts to nurture them with milk… all of it setup perfectly to be sexually appealing to men! Do you think we were meant to have a superior brain to stallions over all that?! The universe is sending us all the hints we need, Chrysalis!” But no matter what the alicorn said, the changeling was hearing none of it, still struggling in vain against the rope holding her. It was like trying to reason with a brick wall! It was honestly the worst case of female disobedience Twilight had ever set her eyes upon. Even the most misbehaved mares back in the hive would have acknowledged her points. This called for a more drastic measure.

With her magic, the alicorn levitated out a smooth crystal dildo from Spike’s kit over to her hand, where she dealt the tip a few quick sensual licks to prepare it. “Spike, we’ll need to take over her master’s training if we want to get anywhere with her. It won’t be easy….. on her…. but I think you’ll like this! Back in the hive, I spent a few days developing this certain spell for even the most troublesome mares, all of which had trouble obeying their owners like proper submissive sluts. Funny thing was, it worked 100% of the time! Hehe! The mares never questioned their master’s desires after that!” She added with an impish wink to the frightened changeling. Twilight quickly enveloped the entire room in a sound proof bubble, ensuring no one outside would hear what was going on inside. Which was imperative, seeing as it was about to get very very loud!

Spike wasn’t sure exactly what the alicorn had in mind… but if it meant taking down the annoying changeling queen a peg, he was game for whatever she had in store!

With another burst of purple magic, the crystal dildo came to life, humming at a rapid pace in the alicorn’s hand. “If you’ll do the honors!” Twilight said cheerfully.

“With pleasure!” Spike grinned, taking the end of the vibrating cock before lowering himself in front of the changeling’s entrance. With an obscene noise Spike pushed the crystal tip in, the translucent shafting easily penetrating the queen’s slick royal folds.

“Ahhhhhh!” Chrysalis moaned as the entire vibrating length of the cock was thrust into her cunt where it seemed to make itself at home, wiggling itself deeper. Magically firming its position in her passage so as to not be easily removed by the changeling’s movements. “Is this your plan? To tie me down and make me cum to teach me a lesson? HA! Do your worst!” Chrysalis said between moans as the toy did its work on her cunt. It was a superb work of magic, she had to give the alicorn that. It buzzed relentlessly against her walls, each small touch granting her brains tiny sparks of pleasure.

“Ooooo, yes!” Chrysalis moaned without the slightest bit of shame, bucking her hips upwards as the toy drove her even closer to orgasm. Twilight and Spike stepping back to watch her intently.

BzzzzzZZZZZZZZZ…

Chrysalis could feel it increasing in power as she neared her much desired release. The crystal cock seemingly having a mind of its own as it moved itself, discovering just the right spots to jackhammer against to drive her mind wild. Her tight folds were clamping down already, as if expecting the shaft of the toy to pump her full of gallons of sticky fertile cum any second.

“Yess! Yessss! Come on!” Chrysalis moaned, urging the toy on as she neared her peak. She briefly considered playing her orgasm out, just to rub it in the couple’s face. The toy increasing its pleasure along with her as it drove her wild. Just a little bit more and…..!

The toy stopped… dying down to a faint whimper!! A mere second away from driving the changeling into a sweet mind numbing climax!

“WHAT?! Keep going you worthless piece of junk!!” Chrysalis screamed, bucking her hips wildly in her restraints to urge the toy to let her cum.

To her surprise, the dildo starting vibrating once again, the changeling queen quickly moaning as its efforts resumed on her overflowing cunt. It quickly brought her back to the brink of orgasm… only to stop again! This time slowing to a aggravating relaxed pace, keeping the queen inches away from cumming. A mere flick of her clit would be all it would take to reduce her to a screaming climatic mess.

“NO! Let me cum!!! Let me cum!!” Chrysalis shouted in desperation, fighting against her bondage to finish herself off with her own hands, but the knots held her limbs down firm. The toy was slowing and stopping rapidly now… bringing her to the brink repeatedly but never giving her the pleasure of cumming. Each passing second was mind melting to the horny queen who had gone for too long in her life without the comfort of a good climax.

“See…she does behave poorly,” Twilight sighed to Spike, looking at the queen struggle in vain against her rope. “No women should ever feel the desire to masturbate to get themselves off. It’s up to our masters to decide when we can cum! Seriously! She taught us that!”

But Spike was too busy watching in delight as the bitchy changeling was endlessly sexually tortured. He couldn’t lie, it was a turn on seeing a women driven crazy like this, and it was even more of a turn on seeing Chrysalis punished.

“Chrysalis…” Twilight cooed gently, the alicorn flying up and softly landing atop the struggling queen, breasts pressing into each other. “Please, just relax… this is for your own good.” Twilight said stroking the queen’s head in an attempt to comfort her. But from the queen’s struggles it was obvious she wasn’t taking the alicorn’s advice at the moment. “Please, Chrysalis! Accept that you shouldn’t be in power! Anyone with a cock is more fit to rule than us! Learn to obey what men want! They know what they’re doing!” Twilight urged. Even though they were fighting against them, Twilight had to admit the evil stallion’s plan was amazingly effective. But a stallion faced up against a women wasn’t really a fair fight. The changelings were bound to lose sooner or later as long as Chrysalis clung to the throne.

“You m-mean tho-se MONSTERS!! Ahhhhh!!” Chrysalis said between moans, fighting against the toy’s efforts to suspend her indefinitely just shy of the point of cumming. “I will never obey…Ahhhhhh… a r-rapist’s commands!”

“Not them!” Twilight corrected. “Good stallions! Men who had proven themselves kind and caring to women! Men who have proven themselves responsible enough to own another pony as their property! Men like your own master… or all the other stallions back in the hive!” Twilight cooed, gesturing the dragon over with a spare hand. The dragon slyly approached the changeling from the top post of the bed. Already playing along, Spike swiftly pulled down his pants and kicked them to the corner, holding the base his cock in one hand… just slightly above Chrysalis’s face where he can clearly see both her eyes on either side of his shaft staring directly at it as he lets the changeling get a good long whiff of his musk.

With one amazingly soft hand, Twilight reached forward, stroking Spike’s cock lovingly for the very first time as Chrysalis watched with envy from below. Spike groaned as the alicorn playfully pumped his member. A touch of precum was seen squirting out from the tip, one that Chrysalis quickly extended her tongue to catch, only to helplessly watch as it was stolen away by Twilight’s hand.

“Amazing isn’t it?” Twilight cooed, thoroughly licking her hand clean before returning it to work on Spike’s cock. “A few inches of meat between their legs… That’s all it takes to reduce our gender to a quivering moaning mess on the ground. How could we possibly think we have any right to order someone with a cock like this around!?”

“Ooooo-y-you’re wrong!” Chrysalis moaned through the haze of lust plaguing her mind. But she couldn’t think of why she was wrong, in fact, a part of her mind was even seeing some truth to the purple pony’s words. It wasn’t helping her thought process seeing that the crystal dildo was increasing in length now, contorting its shape and texture to aid its task in driving the quivering changeling wild. It was like the toy cock was urging her to see the alicorn’s point of view… to have her accept that she was a women and that women were more likely to be wrong.

“Face it, Chrysalis!” Twilight went on, sensually rubbing her hips and breasts against the queen she was seated upon. “Our lust makes us vulnerable and helpless! But that’s perfectly ok! We have our strong masters with cocks to take care of us! Let them take charge! Let them protect us! We don’t have to do anything but smile and let their cocks cum inside us! Doesn’t that sound easier than what you’re doing! Doesn’t that sound wonderful?!? Think of all the pleasure cocks can give us!!” Twilight exclaimed, making the crystallized toy thrust deeper inside the quivering queen every time she spoke the word ‘cock’.

In Chrysalis’s pleasure addled mind, the idea did seem amazing now for some reason. She could just pick a long… hard… tasty cock. Firing off and coating her insides with its amazingly tasty life giving cum! Why was she always so angry at men anyway…? They had those wonderful pleasure granting cocks dangling between their legs! Being angry at them would only drive them away! Why in the world would she have wanted that?!?! The crystal cock buzzed harder again inside her, growing slightly larger. Encouraging this line of thought.

Chrysalis’s brain went on to realize its epiphany. An honest caring master had plenty of mares to choose from…! She would never attract one like this, it was a miracle her own master hadn’t gotten rid of her by now! No… she had to learn her place! She had to be as submissive and docile as any other mare if she wanted to secure her future servicing a cock!

“Goooood… good!” Twilight cooed as she noticed the changeling queen slowly coming to terms. “Don’t fight against them... just give in. Let men win… Everyone will be happier this way! Let them and their cocks ravage your body!”

“Y-y-yesss!! AHHHH!! That s-seems magnificent!!!!” She cried now. She didn’t have to ruin herself just to work and overthrow the stallions! She could have just laid back and let her master’s use her body like a tool for their own stress relief! They would have handled the problem just fine without her!

“Goooood girl,” Spike cooed, egging the changeling on, waggling his cock from side to side over the queen’s view to catch her attention again. “I bet a nice cock in that hole would make you cum a hundred times over.” The idea of cumming was all to appealing to her.

“Pleaseeee l-let me cum!!” Chrysalis begged like a bitch in heat now. “Pleassssse I want to cummmmmm!!!!”

“Oh I would love to let you cum…” Spike went on, a toothy grin crossing his face. “But only well behaved girls are allowed to cum… Do you know your place little slut?”

“Y-yes! I’m a good girl! I know my place! I’ll do whatever you ask of me!!”

“Do you think women should ever talk back to a man?!”

“N-NO!!” Chrysalis shouted now as Twilight devilishly increased the intensity of the vibrating crystal cock, making sure the life lessons were forever embedded in the queen’s brain.

“Do you think you are fit to be queen of the changelings?” Spike added.

“NO! AHHH!!” Chrysalis shouted even louder now, bucking her hips endlessly, seeking that sweet release. “A-anyone with a c-cock is more fit to rule than me!!! Please let me cum now!”

“Do you think turning stallions into the female gender was a good idea?!?!”

“NOO!” Chrysalis shouted now. It was all so clear to her, she would be ruining perfection. The world needed more cocks! Cocks that was assault her from every angle… filling up every hole… showering her in baths of searing hot cum that covered every bare inch of her body… she wanted it! No, she needed it!!

“Well… if you’ve lying, it would be easy to strap you back down and do this again,” Spike mused slowly, taking extra-long to talk just to drive the changeling wild. “Maybe leave you like this overnight to let you think about what you’ve done…” To Chrysalis’s horror, it had only been a few minutes since they started. To her, it felt like she had been doing this for an eternity!! Tears of frustration were streaming down her cheeks.

Being extra sure he was seen taking his time, Spike swapped places with Twilight, angling his rock hard and ready cock at the changeling’s overflowing sopping entrance. With a grin he slowly removed the buzzing crystal vibrator just as it left the helpless queen in a prime position.

One thrust was all it took. Like a spear, Spike drove his rigid member inside the queen’s begging entrance. And just like that, Chrysalis’s mind was gone in an explosion of unfathomable pleasure. Her back arching as she screamed louder than she had ever before as velvety walls clamped down on Spike’s cock like an iron vice, keeping the dragon member in place.

Spike couldn’t help but hold his own smug grin as he watched the changeling queen below writhe and thrash in her binds. Her juices squirting out in volume, completely soaking his mattress damp. Chrysalis’s mind could barely handle the complete and utter overload of pleasure that washed over her. Her body having been tasked with responding to the most intense climax she had every experienced before. Every single nerve in her body was crying in out overwhelming sensation, all of which beat at her mind without relent. The lessons she had been thought flying into her brain, as if wanting to teach her to behave from now on if she ever wanted to feel this level of pleasure ever again.

Even as Chrysalis collapsed onto the bed, unconscious, her body still continued to writhe on its own as the aftershocks of her climax continued to shock her system.

Spike stared down at the changeling, her tongue lolled out of her mouth with a glazed unfocused and unconscious eyes. He had to admit, he felt a bit of satisfaction from the whole ordeal, already confident the changeling would think twice before taking the same tone with him again.

“Heh, I don’t know what the changeling’s do to our friends, Twilight, but if I got to do that to them, I think I might actually grow to like this whole thing…” Spike snickered. Turning around, however, the dragon was greeted with the sight of the purple alicorn princess diligently licking clean the changeling’s juices from the crystal cock.

“You aren’t done yet, big boy,” Twilight winked at him, dropping to her back and inserting the crystal vibrator into her own wet snatch. She held part of the blame after all, but unlike Chrysalis, she was a good girl and completely willing to take the punishment she deserved. The toy didn’t waste a second to resume the same buzzing torturous treatment on the alicorn’s slick walls as it had with the changeling queen.

Twilight held back from her nethers without restraint, allowing Spike a full unhindered view of her welcomed punishment. The absence of ropes only serving to demonstrate her own self-control that Chrysalis lacked. She would let Spike decide when she had had enough… and finally granted her the gift of cumming.

Spike took a deep breath as his cock gave an involuntary twitch from the show. Maybe supporting his friends through their new lust crazed life style would be a bit more enjoyable than he had previously thought…

~~~~~~~~~ ~~~ ~~~~~~~~~

Back over in Soarin’s apartment, the mood had switched over the past day to some a bit less erotic. Shortly following to delivery of Greta, the situation had descended into something more of eerie suspense. From his window side view down to the Appleloosa streets below seemed more… cold and empty. There were no more sounds of noisy conflicts, no more mares put in the stocks and publically humiliated, and barely even any ponies at all were seen walking around! And when they did finally spot a mare being led by a leash, it seemed as if the mare appeared eagerly willing! Given Appleloosa’s standards, that was the new strange!

Soon after a strange package even starting arriving for them. A bunch of ominous golden shaped halos. Greta always seemed to get extra excited when she saw one, always begging Soarin to put it on Lightning Dust’s head, saying that ‘she’ll love it!’ or ‘she’ll finally know true happiness!’. Of course, Soarin and Lighting Dust refused, sensing something was fishy about the whole thing. On top of that, Soarin had to refuse Greta’s repeated requests at sex, usually coming up with some excuse other than outright saying it would be too weird to do her….. not because he was a racist or anything… cause, you know, he wasn’t… But no matter how many times he turned her down, she kept on asking shortly later with the same excitement and eagerness. They already had to lock her in the cage at night just so they could feel safer from the griffon’s lust.

Shortly after they spied exactly what the rings were for, as they saw a helpless mare on the streets below placed under its horrifying effects. And from how the mare started acting… it seemed pretty obvious that Greta was under the spell the entire time. Which really screwed up Lightning Dust seeing as she didn’t want to feel conflicted in her hatred over her new female roommate. As Soarin heard her put, the griffon had swooped in one day and swallowed a load of her future children… kinda dark when you put it that way.

But they had bigger problems for the time being. The ominous rings keep coming to their room as quickly as Soarin could throw them away. Now with more urgent notices, saying it was the law to present it to any and all female sex slaves the head of household happened to be in ownership of. It was as if whoever was in charge knew he wasn’t putting it on his mare’s head…

~~~~~~~~~ ~~~ ~~~~~~~~~

*Knock knock knock*

The trio in the apartment fell silent, wanting to pretend no one was home. Of course not all of them exactly shut up. Lighting Dust had to tackle the ditzy griffon, cupping her hand over her mouth to keep her from babbling on. No one dared to make a move.

After a few moments the mail slot squeaked open, and another golden ring slid through. Footsteps were heard stomping off afterwards, signaling the coast was now clear once again.

Another damn ring delivery to deal with. It was like they couldn’t take Soarin’s no as an answer. And he was a stallion! His no was supposed to actually mean something in this town. But from the corner of his eye, he spotted something a tad off with his mare…

Lightning Dust couldn’t help but note something was different about this halo. It was almost as if it were calling out to her… urging her closer to it. And if there was anything Lighting Dust loved to do now, it was doing what she was told. She released Greta’s mouth and hopped down off the bed on all fours, unable to tear her eyes from the wonderful golden ring.

“Ummm, Lightning? Something wrong?” Soarin asked with concern to his pet. Lighting didn’t answer, only started to crawl towards the ring… slowly at first but then picking up pace. “W-What are you doing, Lighting? Stop!”

Her owner’s words were lost on her. The fabulous looking ring was calling out to her even more now. She couldn’t explain why… it just seemed so amazing! She had to put it on!

As the mare crawled closer the ring began to wobble towards her on the ground, itching for that moment when it could leap onto the pony’s head and suck every delicious trace of unneeded intelligence dry.

But Soarin had already leapt from his bed with speed worthy of a Wonderbolt, catching the golden halo just as it jumped off the floor towards Lighting’s head. Not wasting a single moment longer, he threw the dark magic laced ring out the window, closing the glass behind it.

Lighting Dust slowly came to… not fully realizing what in Celestia’s name just happened. She had to shake her head to clear her eyes which had been replaced with beating hearts, and her tongue was dangling from her mouth similar to as if she were getting railed. But she soon put together that she had been briefly controlled by an ill placed want it need it spell! The pegasus mare quietly curled up into a ball on the floor… shaking in fear.

“W-Why are they doing this?!” She cried, on the verge of tears. She didn’t want to turn into the dumb bimbo Greta was, but she was just now remembering how little of a choice mares had here. “Mares in this town have already surrendered their lives, bodies, and innocence to stallions, but that wasn’t enough?!?! They want control over our minds too?! I-I thought I would be safe if I just played by their rules… but no one is safe here!!”

Soarin placed a comforting hand on the shaking pegasus’s arms, hoping to reassure her. There wasn’t much else he could do, and he was sick of making up excuses for the actions of his gender. He couldn’t imagine what it felt like to be a mare living here. In some ways he thought they were stronger than him for even putting up with it. “Don’t worry, Lightning! I’ll protect you from whatever is going on here. You have my word…”

“Heehee! Nothing weird is going on, master!” Greta giggled from the bed, not affected by the negative emotion in the slightest. “Just put it on her! She’s a baaaaaad mare! It will help her be gooooood!”

“Fuck you, Greta and thank you, master,” Lighting Dust mumbled, “but you can’t protect me forever in this horrible place! I just know it! They’re going to get to my head sooner or later! I’m going to turn into one of those things!” She said pointing to the griffon, extra annoyed the other women didn’t react to her insults in the slightest. In a way, she missed Trixie for that. She hoped the unicorn was faring better through all of this.

“Wait a second… that’s it!” Soarin said.

“What?”

“We’ll just leave Appleloosa! Hop on the next train and make a life somewhere else! Far away from this Tartarus hole! We’ll never have to come back!”

“R-really?” Lighting asked, looking up now with hope. “But what about the changelings out there?”

“I’ll take my chances with them…” Soarin shuddered, imaging himself as a mare for a brief moment. Not exactly something that appealed to him all that much… “But you deserve better than this, Lightning, to hell if it’s illegal!”

Two lengths of leashes later the stallion had his two women on the ground and leading him out of his apartment with only a pack of supplies on his pack, conveniently still packed from the last time he intended on helping Lightning Dust escape. And of course he couldn’t just leave Greta behind. It was obvious she wouldn’t survive here alone, and he was hoping whatever spell that had a grasp on her mind would wear off in a few weeks. Soon after the trio had departed from the room, the two women rightfully crawling on all fours in an effort to blend in as their master lead them to a better life somewhere else far away.

Of course even with that, Soarin wasn’t feeling like much of the kind gentlecolt for his actions, mostly because he was caught up in the moment of watching his two pet’s naked rumps and breasts sway from side to side as they crawled on their hands and knees in front of him. He could certainly see why the stallions had made the mares do this over walking.

As they reached the streets of Appleloosa, it became all too clear what they had suspected from the window. The place looked like a ghost town! What was once a happy and joyous auction block where men of all backgrounds could congregate and discuss political matters of the day while buying the most attractive mare sex slaves their bits could afford, was now barren and empty. The general stores, featuring common every items such as roofies, chloroform, drugs, and gags, was deserted as well. Even the stocks that always happened to hold a pair of disobedient mares inside, awaiting punishment from a swift and brutal male cock, were empty. All that was missing to top it off would be a-wait… yeah there it is… a tumbleweed rolling on by.

“W-where is everyone?” Lightning Dust asked. She didn’t know whether to feel nervous from the empty streets, or relieved there weren’t any pigs to gawk at her udders. In fact, she was probably safe to stop the whole crawling act, but the thought never occurred to her.

“Give me back my wife!!” The trio heard shouted in the distance. Over at the end of the block, Soarin spotted a pair of stallions fighting over a mare in a tug of war, the ditzy mare seemingly taking the whole experience as if she were on a fun roller coaster. One of the stallions fighting over her got the upper hand, tugging the mare’s body to him with a loud and taunting grunt.

“HA! She’s mine now, sucker! Have fun with your blue balls while I plow this bitch’s cunt full of my-” The stallion didn’t finish his sentence as Carrot Cake plowed his fist square into his cheek, knocking his wife’s new ‘official’ owner out like a dim light.

“D-don’t worry, sweetie,” Carrot Cake stammered, not wasting a moment longer to deal with the stallion as he scooped up his unfocused wife in his arms. Which, he couldn’t help but note how much easier it was to carry her body now… The fat and pudgy wife he once knew before all of this was gone, now ‘improved’, thanks to the changeling’s magic. The two most obvious changes were her stomach was as flat as any super models, while her breasts seemed to have been magically expanded at least three cup sizes. But Carrot Cake didn’t care about any of that at the moment. “We’ll get you out of this awful town. Don’t you worry about a thing! I-I’ll get back to normal, I just know it!”

“Hmmm, cock?” His wife cooed as the stallion holding her spewed out a series of confusing words. Nothing a mare like her was meant to understand. All she needed to know was the wonderful thing hanging between the man’s legs.

Soarin and Lightning Dust gulped as they headed off in the same direction as the stallion carried his wife. Directly towards the train station…

As they arrived, they finally saw some sign of a living population in the town. Other stallion and mare groups were seen a plenty, all waiting for the train. Disturbingly to Greta, none of them were having sex! Why weren’t the men fucking their slave’s brains out? Was something wrong with their cunts? Women really were completely useless for the one thing they were good for!

Soarin gulped as he walked up onto the platform. No stallion else seemed to pay him or his pets any mind, all to focused on their own, of which all seemed to have been placed under the same dark spell. Filthy Rich was seen shaking while clutching a nude and loopy Diamond Tiara and Spoiled Rich in his arms… although Diamond was clutched much more tightly. Hondo Flanks had managed to find and keep his wife, Cookie Crumbles, from the others, but like Cup Cake her body had been magically adjusted to appear more attractive and insisted on pawing at the stallion’s pants. Even Night Light was seen with Twilight Velvet, making promises he didn’t know he could keep.

The entire scene was surreal to Soarin and Lightning Dust. For an entire town dedicated to the rape and abuse of mares, the ponies here didn’t seem all that bad! Never had they been so thankful for abnormally acting ponies!

Not long after the awkward waiting session had begun, the train leading out of town soon arrived for the many ponies, who thankfully boarded without another moment to lose. Like the others, the train was outfitted with extra-large steel barred pet cages in every other cabin, and even below the seats. Expertly designed for securely holding any and all mare merchandise for their owners. But no one even used them, instead opting to personally hold the women in their arms.

Soarin found an empty pair of seats which he quickly took. Lighting was seated in his lap with Greta pressed up against him to his right, both naked women held tightly in his arms as if someone was just bound to come up and steal them away from him. With a sudden lurch, the train started moving, slowly picking up speed as it began its journey away from the horrid town.

“Good… we’re safe now… Don’t worry girls, nothing’s going to happen to you,” Soarin breathed with much relief.

“But I want something to happen to me!” Greta happily chirped.

“And don’t worry Greta, we’ll get you fixed…” Soarin went on.

Greta paused, confused. There was nothing wrong with her besides everything that was normally wrong with women. She acted exactly how any women should, horny and slutty cock sluts! But at the same time her master was a man, so he couldn’t be wrong! This one would probably require a bit of thinking on her part… again…

As the train rolled across the tracks Lightning Dust noted the other stallions doing the same with their lovers. Almost as if they got what they wanted from this place and were already on their way out before even more damage could be done to them. Why had she never seen these decent stallions before? They weren’t ruthlessly fucking their mares. And they were mares they had recently rescued from the changeling’s stronghold, and therefore they had every reason to be mad at!

“The other guys are probably ashamed at what they’ve done here,” Soarin said to his slave noticing her wonder. “Knowing the things we’ve did… they probably think their mares were right to leave them.”

“But it looks like they actually care about them… for more than just their body! I don’t really care what they may have done before all of this, I think the mares here deserve guys like this!” Lightning said with a smile, looking out the window.

The thought hadn’t really occurred to Soarin, but the other stallions here were pretty composed and respectable. “You know what? Maybe they do! They seem like perfectly nice stallions! Maybe we could even use their help! Wherever we are going, we could start a new community with them!”

“Umm… S-Soarin?” Lighting quipped suddenly.

“We can find a way to fix their mare’s minds, and we could even treat you girls better than Appleloosa ever did!”

“That’s g-great… but uhh, master?”

“It’ll be just like the good old days with a striving wholesome community where everypony looks out for each other! No more kidnapping and selling our own kind for useless golden bits!”

“Master!!”

“Oh… what is it, babe?” Soarin asked the mare who had been trying to get his attention for quite some time.

“The train is flying…”

“Oh…” Soarin said, looking outside the window as he noticed the train was now far above the tracks. “I-Is that some sort of new feature they installed into these things?”

But to his dismay, it wasn’t. In fact, to his greater dismay, there were changelings flying outside… holding the entire train up in the clouds with their magic! Much closer to Appleloosa now than they should have ever been able to reach!! Other stallions quickly notice the odd turn of events and slowly starting to panic.

With a fiery pop, one teleported inside, directly in front of Soarin!

‘Oh gods! It’s the changeling invasion all over again!!’ Soarin thought, sweating bullets. He didn’t know what was sadder. That his wholesome community would never come to fruition, or that he had been caught by the changelings not ten minutes after leaving Appleloosa! But either way, he had lost everything. His life as a free male was over…

The changeling extended an arm, reaching out to grab the nearest women from his grasp.

“No!! Let her go!” Soarin roared, other stallions in the cabin putting up an equal fight as more changelings teleported inside and attempted to take their women. “I’m not letting you have her you greedy bastards!!”

But Soarin may as well been trying to stop a tidal wave with his own two arms. The changeling just glared at him, igniting his magic for a brief moment, easily restraining the struggling stallion as if he were no more than a mare.

Soarin could do nothing more than watch in horror as the changeling turned his attention to the ditzy lopsided griffon he held up with a grasp on a single arm. Obviously intending to rape the griffon right here and now in front of him.

“Weeeeeeeeee!” Greta said as she swung from the one arm the changeling held her up from. On Soarin’s second thought, it was probably impossible to rape an always willing women like Greta…

But the changeling only glared harsher at the griffon. With a bright flash, the creature shot a concentrated beam of magic straight at the griffon’s skull. Soarin watched Greta groan as the magic hit her, the griffon shuddering from the impact. But nothing visible seemed to happen! Her breasts didn’t expand to ungodly proportions… or anything on her body for that matter changed to be more appealing.

Without a word, the changeling handed the griffon back to Soarin, whom he released from his magical grip. Soarin wordlessly took the griffon women in his arms, not believing or even knowing what was going on. Silently, the changeling turned and walked off to repeat the same process for other mares down the row of seats.

But in his arms, Greta softly stirred… only to speak in a normal voice the stallion had not yet heard before.

“Ugggghhh…. someone is going to pay for this…”

Escalations (Part 4)

Author's Note

No clop again this chapter.

Escalations (Part 4)

“Just make sure you’re on your best behavior, Twilight,” Spike ordered the leashed purple alicorn crawling by his side as the pair made their way through the decorated halls of Blueblood manor. “If we want to talk Blueblood down from this crazy plan, we aren’t going to get far if you’re shooting lasers at him between every sentence!”

“Hmph, fine!” Twilight huffed, blowing upwards against her hair. She would had loved to blast a Blueblood shaped hole in the wall before, but seeing as Spike had just ordered her, it didn’t seem like she had much of a choice to now. But she knew how important this meeting was, and what it could mean for the remaining female ponies trapped in the town. He was right, she had to be good!

“Ok, you ready?” Spike asked, after having arrived at the door to Blueblood’s room. Twilight nodded crawling up to the wooden frame.

Pushing open the grand doors the duo was meet with the sight of… nothing. Blueblood wasn’t there! Celestia and Luna’s bodies had been discarded on the bed sheets like used rags, but there were no signs of the white unicorn stallion. He was gone…

“Wha… he’s always here? Where’d he go?” Spike said confused as Twilight rushed to the two princesses’ side. Sadly, there wasn’t much she could do for them.

“Lord Spike!” A dark brown pegasus guard called out, running up to the dragon. “The prince! He is nowhere to be found! We combed every inch of the manor… and Appleloosa for that matter! There’s no sign of him!”

“Not much sign of anypony else for that matter,” Flash Sentry spat, walking up to the group. “Bunch of limp dick cowards is what they are. Would rather flee town and surrender to the changelings than get their dicks wet and live like a real man…”

“Yes… well on that matter… Mr. Sentry is right, there has been an alarming drop in our town’s population recently… Which doesn’t take a genius to decipher that’s why the changelings are getting closer to our town by the hour…. Leading to even more of our residents fleeing with their slaves in tow.”

“You don’t think Blueblood was one of th-” Flash Sentry started before being promptly interrupted.

“No!… Blueblood would have seen this to the end,” Spike said, “even if he knew we were going to lose. This doesn’t make any sense!”

“Well in any event…” The royal guard said, “In his absence, the highest ranking official is you… Sir Spike. The town is growing more freighted with each passing minute. We need your guidance on how to proceed!”

“M-me?” Spike stuttered, having difficulty believing what was happening.

“Great… put the dragon in charge,” Flash Sentry scoffed. “We don’t need him, it’s obvious what we need to do! Stop talking and just rape the nearest cunt you can find some more!”

“We’re raping as fast as we can, sir!” A voice called out downstairs.

“No!” Spike shot in suddenly, grabbing the attention of Flash Sentry and the royal guard. “I mean… our protection field of hatred is failing… the changelings are going to be here in a matter of hours no matter what we do to our mares! There just aren’t enough ponies left to make a difference!”

“Soooo w-what are you orders, sir?” The guard asked.

“Load up every mare you own and make a run for it before that happens. That way at least some of us will escape to fight another day. Try to regroup at Dodge Junction and we can plan our next course of action then…”

“Uggg fine,” Flash sighed, the royal guard already having bowed and ran off to inform the others. The pegasus figuring any time he could spent arguing against the moronic plan was time he could be using to run off with his tail between his legs.

Twilight silently crawled up to Spike’s side as the vile orange pegasus stomped off.

“You know the changelings are going to catch them all, right?” Twilight quietly asked. “They probably have every drone in the hive forming a tight perimeter around this town.”

“I know,” Spike snickered. “I figured it would be fitting for the rapists to feel powerless and at the mercy of someone else for a change. And of course, heh, for their mares to be there to see it...”

~~~~~~~~~ ~~~ ~~~~~~~~~

Back over at the hive, the team was gathered around the circular war room table with a map of Appleloosa front and center.

“The male ponies have been seen… fleeing the town’s vicinity.” A drone reported. “With their train out of the picture, they are resorting to loading their caged captives onto carts and running off in every which direction. Their desperation is palatable.”

“Are-are they really that stupid?” Jet Set asked honestly to the group. “I mean, these guys are part of our gender, so I can’t help but feel slightly dumber that they would even try something like that. They should know they aren’t going to get a mile before their captured!”

“Just capture and detain for now. Help the mares if their minds are not their own,” Royal Pin ordered the drone, who nodded and turned to walk away, only to be stopped as Neon Lights went on to add, “And don’t harm the stallions! That includes turning them into mares! No more of that!” The drone nodded again before vanishing from the room in a bright green flame.

“Maybe Chrysalis scared them all away with her anti-male rambling,” Neon Lights chuckled. “I couldn’t blame ‘em!”

“I must say, it is rather nice having this whole process to ourselves without her input,” Fancy Pants said. “Quite fortunate for us the queen decided to venture off on her own. Otherwise I fear those captured stallions wouldn’t have stood the slightest chance,” He gulped. As nice as it was being one of the few stallions in a hive full of horny attractive mare pets always hungry for cock… he would have much preferred it if he wasn’t one of the last stallions on the planet after this.

“Uggggggg……. my head,” Shining Armor groaned, stumbling into the room, dizzy as all hell.

“Oh, Shining Armor!” Jet Set said. “Welcome back to team…. penis… I guess.”

“Mmmmmm, hey babe, enjoy your little vacation from malehood?” Cadence giggled, seductively crawling up to her husband’s side, brushing up against his legs. “You must miss what it’s like to be on the winning team… so ready to break that tasty hunk of stallion meat in?” She cooed, batting her eye lashes at the junction of Shining Armor’s two legs.

“Your crazy kinks are going to be the death of me…….” Shining groaned, pushing Cadence to the side and walking up to the table. “Where is Twilight?” he asked, looking around the room he only saw the other students playing around with each other, but his sister was nowhere to be found. “I want to have a word with her…”

~~~~~~~~~ ~~~ ~~~~~~~~~

Back over in Spike’s room the dragon and pony couple were back on the couch, fooling around. Unbeknownst to either of them, the changeling queen on the nearby bed had silently awoken and feigned continued sleep as to not arouse attention back onto her for fear of being the target of yet another moronic attempt to convert her from her correct ways. Her mind wouldn’t be able to stand being treated like that for long and could only dread that she might actually give into their demands of her sooner or later! She could only listen in to the couple’s conversation for now as she planned her next course of action that would accomplish her goals.

The purple alicorn was currently seated on her knees in the dragon’s lap, her chest facing him at a perfect eye level. Spike himself was currently in a lust like trance, completely lost in the memorizing pull the two perfectly shaped and sized bouncing tits in front of him had. It still boggled his mind to no end that not only was he fully free to grab and grope them, but Twilight actually wanted him to!

“W-Wow, these are just… amazing, Twilight….” Spike spoke, not tearing his eyes from the prize. “I never really got the time to tell you that before but… they’re perfect!” He said, sliding his hands up the side of her hips before finally cupping the underside of the mare’s soft bare breasts, feeling their weight and welcoming form in his hand. They were practically the size of melons, and yet, they defied gravity without the faintest hint of a sag. Without a doubt, much larger than the pair Spike remembered the alicorn having since before she was taken by the changelings at the start of their invasion. As iffy as the changelings were in his book, he had to admit this change they made earned some points with him. “What cup size are these now anyway?”

“I wouldn’t know. I haven’t really been trying on any bras lately after all,” Twilight giggled, hugging Spike’s head while pulling herself closer, allowing the dragon a better look at her voluptuous milky orbs.

“Heh, after all the trouble I went to trying to sneak a peek at these things while we were living together… it’s kinda overwhelming to just be handed them like this! Heh, not that I’m complaining…” Spike snickered, sinking a total of ten digits into the pillow like flesh.

“Hehe, you weren’t exactly subtle either, Spike,” Twilight laughed as she soaked in every ounce of delight sharing her body with the dragon brought. “We all knew you were looking down our shirts every time we bent over. Or all those times I was drying off from a shower and the door just magically happened to have opened a crack?”

“Uhhh… w-what can I say?” Spike chuckled nervously. “Heh heh, it helped me get through all those years of Rarity rejecting my advances…”

“Yes, I know,” Twilight replied, kissing the dragon on the forehead. “Rarity knows it was wrong to do that now and she’s sorry. Guys having frequent and pleasurable releases are almost as important as us girls. We shouldn’t have been such prunes! It was just selfish!”

“You don’t really need to apologize for anything, Twilight,” Spike chuckled. “I think if there was one thing you girls are trying to tell us through all this is that we could have treated you all better. So that’s exactly what I am going to do.” Spike said, his member giving a slight twitch in agreement. He no longer cared if it was weird or if anyone else would see them as strange. All he cared was what Twilight wanted.

“Mmmm, thank you, Spike…” Twilight replied softly. “Nothing would make me happier…” Leaning in, Twilight planted a long sensual kiss square on the dragon’s lips which Spike was more than happy to eagerly return with as much passion as he was met with.

To their side though… a certain changeling couldn’t help raise a brow as she felt-

“My queen!!” A drone was suddenly heard shouting out, bursting through the doorway. “The town is ours! We’ve captured the town’s population and are awaiting orders!”

“It’s about TIME!” Chrysalis suddenly shouted, lunging up from the bed, startling the dragon and pony who were already a good deal surprised from the drone’s abrupt entrance. Had she been awake this entire time?! Why were there even changelings here? “Separate the stallions from the mares and round them all up in the center of town! EVERY SINGLE GOD DAMN ONE!!! I will deal with the men myself!”

The changeling drone bowed and stepped to the side, exiting behind the mad queen who stomped out of the room without so much as a passing glance at the bewildered couple who could only gulp and nervously exchange glances with each other.

~~~~~~~~~ ~~~ ~~~~~~~~~

The town of Appleloosa still… deathly still. In a large clearing located in the center of town where every single stallion and colt of the male gender gathered in a crowd, not by choice but by force. Surrounding them from all sides were their dreaded enemies. Changelings on every side. Encircling them on the ground, hovering in the air, landing on the rooftops of every building, all staring intently and directly at them as if reminding them constantly that escape was impossible. The mares the ponies had once held, now kept clear from the nearby area a good distance away by another group of drones, not wanting their interference from what was about to happen.

How they had beaten the town’s strange defenses wasn’t at the top of the stallion’s minds. That fear went solely to what was going to happen to them next. For all they knew, the field of hatred had weakened enough for them to be here, but its remaining power still disgusted the drones to no end, which ironically only served to piss off the creatures that now held their fate in their hands. The air was tense as the numerous crowd of stallions waited for something to transpire. None of the ponies were foolish enough to believe they could power their way through the guards.

Soon the crowd gasped as they quickly spotted the changeling queen herself trudging down the path from Blueblood manor as if a conqueror. Naked and unafraid. Glaring down upon them like rats waiting to be slaughtered. Some stallions shook in fear as the disgusted Chrysalis drew near, others started sweating bullets as their lives flashed before their very eyes. They feared for the worse, thinking the queen had already ‘dealt’ with their leader, and was now coming for them. A small group of stallions dropped to their knees, as if ready to beg for forgiveness, the rest of the crowd quickly followed them in turn, not wanting to be the odd one out. If nothing else they at least hoped to buy themselves a few more seconds of sweet sweet life.

Chrysalis paused at the edge of the crowd, casting her gaze from side to side. Carefully and meticulously checking over every single face. Her scowl suddenly deepening a great deal the moment she realized Blueblood was nowhere to be found within the group, causing the stallions the flinch. Soon after her disappointment, the queen began to speak.

“….It would be a simple matter for me…. All it would take is an order for my men to bury you all alive in the deepest and darkest cavern for what you’ve done. Or perhaps drag you out to the nearest lake and drown you one by one until the bubbles stopped…” Chrysalis began, imagining the pleasurable scenario in her head. “Either way, it would be EASY for us with the strength we possess… And I have been so looking forward to cleansing this planet from your pathetic existences.” A single hand from the snarling changeling queen unexpectedly shot out at ungodly speed, clutching hold of a young colt named Rumble who had the misfortune of being seated directly in front of her.

With a single arm, she lifted the young colt up off the ground, holding him above the air by her hand’s ironclad grip around his neck. Rumble helplessly struggled in vain as he rose up, bringing his hands to hers in a frantic attempt to peel them from his neck as his feet panicky kicked the empty air, wanting nothing more than to find solid purchase on the dirt ground to remove the crushing pressure around his throat. His young eyes silently shooting to the queen in a desperate plea for mercy. But his reluctance to accept his punishment only angered the changeling queen more. For a brief moment she considered making the other stallions watch as she choked the life from the flailing monster in her hand as an example to the rest. The colt would be getting off easy compared to the others.

Out from the corner of her eye shot in a brown flash, zipping in front of her at the speed of sound and stealing the young colt from her in an instant and flying him to safety a good distance away.

Daring Do stood there, holding Rumble in her arms as he struggled to catch his breath, coughing wildly as the obstruction that had clamped down on his wind pipe was lifted. The brown pegasus only glared with hatred at the changeling queen, her loving grip tightening to hold the young colt. Chrysalis made no move to retaliate, only turning her attention back to the large crowd of stallions.

“But… that wouldn’t be strength now would it? I’ve had my fair share of time to think about what true strength is during my forced imprisonment here.” Chrysalis said, her glance momentarily spotting Soarin in the sea of ponies. The Wonderbolt thought he was going mad, but for some reason he believed he saw a faint hint of a smile forming on the queen’s lips as she looked in his direction.

“And sometimes, true strength is having the power to act but choosing not to use it…” Mummers were heard throughout crowd. “And……. *sigh* against my best wishes or direct orders… my wonderful mares seem to have demonstrated that they want you idiots to be happy… That is why I am offering all you stallions this deal…” The ponies were on edge, more so than before this entire thing even began. Each one subconsciously leaning forward, wanting to be extra sure they heard what the queen said next if it meant living to see the next day.

“If…. and only if… there is a single mare in this town who can vouch for you and your well-meaning… you are free to……….. go….”

The realization his the captive stallions like a rock. A giant boulder shaped rock as they fully came to terms with what Chrysalis had said. For the first time since the New Appleloosa town had been formed, the mares were suddenly in control of the stallion’s fate!

The drones dispersed slightly, allowing the mares they had previously kept back now into the fray. The scene dissolved into a bustling mess as women everywhere scrambled to find a certain someone. The other mares from Flim Flam’s store quickly sprinting over to check on Rumble and to confirm that he was ok. Ms. Cake, recently freed from the disastrous bimbo spell placed on her mind, grabbed her husband from the sea of ponies, not wasting a single second longer to wrap her arms around him and sob, relieved by the prospect that she no longer feared losing him. Twilight Velvet picking Night Light off the ground and nuzzling him closely to her. Lightning Dust swooped in from above, grabbing Soarin’s arm and leading him from the circle, a drone allowing him to pass upon seeing his escort. Soarin himself had never been more relieved to see the mare.

Minute by minute, the crowd slowly began to shrink. Dwindling in number as the drones learned of the many good apples of the town. As it turned out… more of the stallions had decided to help mares rather than not. From the drone’s previous perspective it was rather difficult to feel any of that over the whelming hatred produced by the others. It was a refreshing sight to say the least.

Chrysalis, on the other hand, could only scowl as each stallion left the fray, wanting to believe she regretted giving them the choice. It disappointed her to no end seeing how many stallions had actually gone against her stereotypical image of them and actually gone out of their way to help them, even though they had full access to legally rape them without as much as a minor repercussion. But… no matter. She would deal with those stallions later. Perhaps the mares were just overwhelmed with the Stockholm syndrome and those stallions were actually worse than the one’s not chosen. Yes… that made sense.

For now, her direct attention was focused on the few remaining stallions left. The crowd had dispersed down into a large sized group of stallions. No mares, or even stallions for that matter, seemed to be itching to help these men escape the changeling’s attention. It was obvious to the ponies of the town why no one wanted to save them. They were the worst of the worst. The slavers like Flash Sentry who had made hunting, capturing, and selling their own kind into a fun sport. The despicable vendors like Flim and Flam who had made a pretty penny selling innocent fillies and mares to monsters. And of course the normal scummy residents that gave Appleloosa its name like Hoops, Score, Dumb-Bell, Svengallop, Wind Rider, and many more… Chrysalis could tell they each took their own twisted individual joy from giving her precious mares nightmares.

“What shall we do with them, my queen?” A drone asked.

Chrysalis was already licking her lips with glee as she cracked her knuckles. Turning them into the treasure that was the female gender would be doing mares a disservice, on top of being too good for them. No, she was going to do what she had been waiting for ever since she came to this wretched town! And for weaklings like them, almost anything could be a horrific gruesome death to choose from! Oh how nice it was to have a problem like that! Her mind already abuzz as she made up her mind how she would personally end their miserable lives…

“You won’t be doing anything to them!” A voice called out… a stallion voice. But not one from Appleloosa…

With a green ball of fire, Shining Armor teleported into the fray, directly in front of Chrysalis and overlooking the ‘bad’ stallions left encircled by the changelings.

“Their lives are not for you to take…”

“Wha……. What are you doing here?!?! W-What are you doing… male?!?!?” Chrysalis shouted, completely sidetracked by the sudden entrance of the stallion.

“Did you forget who was in charge of the hive, Chrysee?” Jet Set announced now, teleporting into the mix in a similar fashion next to Shining Armor. “But it was much easier to make some sweeping changes while you were on your little vacation.”

“Y-You…you….imbeciles!!! YOU had no right to destroy the utopia I created!!!” Chrysalis screamed, her good mood quickly turned over on its head in a matter of seconds... an effect stallions tended to have on her. As far as she knew, her so called master had ruined the perfection that was a mare, and distorted it into the abomination that was a stallion! A fate worse than simply killing the pony!!

“Utopia? How could something be a utopia if not everyone was happy? I know you don’t think it, Chrysalis, but even stallions deserve to be happy in this world.” Jet Set sighed, deeply ashamed by how close his pet came to playing this whole event off in a fitting manner.

The phrase that even slightly suggested stallions deserved anything more than a quick death infuriated the queen to no end. To make matters worse, the fools were making a scene with her in front of the entire town and her army as she was attempting to project her rule! No… it was high time these arrogant assholes be put in their place...

Chrysalis had had enough of playing the nice changeling, heavens knows how well that has turned out for her. It was time for a true show of power for all the stallions to see. With Jet Set and Shining Armor in her sights, she focused her magic, intent on changing them into mares right here and now, before growing her cock back and fucking the living daylight out of their fresh holes until they no longer even remembered their own names.

But…. just as she was trying to cast the spell, she couldn’t help but remember a certain dark ring that remained locked around her horn and preventing any magic whatsoever.

“Uggggg! MEN! Seize them! Get this fucking ring off me!” Chrysalis ordered her drones as she struggled in vain to pull the inhibitor ring from her sharpened horn.

Not a single drone moved to comply with her order.

“What are you waiting for? That was an order not a request!” Chrysalis shouted again. But her demand was equally as effective as the first.

“I’m disappointed in you Chrysee,” Jet Set sighed. “You haven’t even asked how gender swapping the ponies back to their rightful sexes went for the hive…”

Chrysalis’s eyes widened in sudden realization. Thinking back to what had almost happened from the small addition of four simple stallions and their personally trained mares. If the stallions they had gained from the swap were anywhere near as effective as them then… oh no…

“Your men are good soldiers. They follow orders to a T from the highest ranking officer around… they’ve just learned to respect our judgement a bit more than yours, Chrysalis,” Jet Set went on, walking up closer to the queen, unafraid. “I guess it just goes to show what happens when your pet manages to get off its leash…”

Chrysalis’s gaze shot to her unmoving men, who had turned their attention to her, then back to the stallion before her. Now it was her turn to start panicking… This was definitively not how she wanted things to go here!

“Now, sit!” Jet Set ordered sternly with a demanding voice, pointing to the ground under Chrysalis.

Chrysalis did another frantic check, no one was moving to help her! She had no magic, no support, and no control over what was going on! She had lost… again…

With frustration and slowness, the changeling queen’s rump soon found itself placed on the back of her heels. Balled up hand placed on her bare thighs. Her piercing gaze cast directly at the ground beneath her.

“Good girl,” Jet Set said calmly, petting the changeling’s hair with a loving hand. “There may be hope for you yet. After your punishment for this, that is.”

“You continue to aggravate me to no end,” Chrysalis furiously grumbled, knowing she was defeated.

“You continue to aggravate me to no end…..?” Jet Set repeated.

“Master…” Chrysalis groaned, to which she found herself on the receiving end of another petting session. Her stallion master focusing behind her ears, he knew she loved that.

Dumbfounded would not have even come close to describing the crowd of ponies reactions. Stallions and mares alike all staring in utter confusion, jaws hitting the ground as the changeling queen they thought ruthless and invincible… was reduced to a mere pet by nothing more than a stallion!!! They kept on waiting for the moment the queen blasted his head off, or ripped out his throat for even daring to treat her like that in front of everyone… but it never came. The changeling queen just sat there like an obedient servant girl as one of the stallions she had claimed to have hated mere moments ago treated her like his bitch! What the flying fuck was going on?

Shining Armor was more concerned with moving things along than answering the crowd’s many many questions. Turning to the group of ‘bad’ stallions left encircled and confused by the changeling drones, he ordered the drones.

“Lock them all in the Canterlot dungeons indefinitely,” Shining Armor spat, looking in disgust at the many faces of ruthless rapists. A lengthy prison sentence with the least they deserved with a few hundred cases of sexual assault and rape, no matter how ‘legal’ it may have been at the time. “We’ll decide how to deal with them later.”

The crowd of ponies couldn’t help but overhear and focus in on the word: Canterlot.

“B-But, sir!” A random stallion called out. “That city is abandoned! All towns and cities are besides Appleloosa for that matter.”

“Not for long,” Shining Armor announced with a hint of overdue pride and relief in his voice. “Citizen of Equestria, listen up! Our conflict with the changelings is finally over! No more fighting amongst each other! No more raping! There is no longer any reason to! It’s done!…”

Mummers and outbursts shout out in the crowd at once.

“B-but the changelings!”

“The changelings are monsters!!!”

“They stole my wife! They’re evil!”

“They kidnapped mine too!”

“Do not direct your anger at them!” Shining shouted back over the many voices. “They aren’t here to cause death and destruction… I know… I once thought that way too. But, as it’s been said, they are just good soldiers who just follow orders. They’ve just been misled,” He said, gesturing to Chrysalis. “The drones themselves are actually quite friendly once you get to know them. And if it means more love from us, I’m sure they’ll be more than happy to return the rest of the mares they’ve taken from us, AND help rebuild Equestria too. Not only to its former glory, but something better than it has ever been!”

The changeling drones nodded in agreement to the stallion’s claims. They had long since grown tired of obeying their queen, who, without the stallions, felt she would have probably starting the same routine on them. The stallions from the hive appeared to have a clear head on what to do, seeming much more deserving of being given a chance over Chrysalis. Plus, the promise of even more love than they had been receiving only drew them in more.

“They aren’t the monsters you think they are. They just have a different method of thinking… And if you gave them the chance to teach you, I think many of you might enjoy exactly what that method is…”

~~~~~~~~~ ~~~ ~~~~~~~~~

“D-did she just call j-just call that guy… her master?!” Lighting Dust exclaimed, clinging to Soarin’s arm. Still hung up on that juicy tidbit of information, missing almost everything else Shining Armor had said. The ecstatic pegasus watched as the strange stallion handled the queen with a mixture of groping and petting. “Are you seeing this, Soarin!?!” Lighting said impishly.

The remainder of ponies were already starting to do the one thing they wanted to since the moment they came to this town and disperse, leaving with their loved ones intact and never looking back. If what Shining Armor had said was true, then there would be no more slavers or changelings looking to kidnap their mares and were finally free to move back home and get on with their lives! It was a pleasant thought to say the least. Most ponies had long grown tired of living in fear as if at war.

The couple watched as the changeling drones teleported away the group of so called ‘bad stallions’ that had remained without a single mare choosing to save them. Although it was his supposed enemy making off with others of his kind, Soarin couldn’t really say he was saddened to see them leaving. It was the least bit of retribution the mares who suffered through this town’s existence deserved. He only hoped the girls wouldn’t be scarred for life from what happened here.

“Well whatever…” Lighting said, dismissively. “It seems they are actually letting us go! Isn’t that awesome, Soarin?! Let’s hit the sky before they figure to change their minds!!.... Soarin?”

But the pegasus didn’t seem as eager to leave as the mare did, but rather remained focused on the changeling drones in front of him. Slowly, he stepped forward in front of one grabbing its attention while Lightning hung back, confused by her stallion’s odd desire to have a death wish.

The stallion leaned over to the changeling’s ear, whispering something unheard to her. As he leaned back, the changeling looked at him and nodded before lighting up his black horn.

Another fiery green flash of light appeared before them, one from which Lightning had to turn away from after feeling its sheer heat against her face. Upon turning back to see what happened, she was greeted with the fresh sight of yet another naked mare. But unlike every most other women in the town, around her neck she wore a very distinctive collar… It took her a moment to realize who she was… Her white coat, green eyes, blue shaded hair…

“SOARIN!” The new mare exclaimed, jumping up with glee and wrapping her arms around the stallion’s neck planting a million kissing into the pony’s face. “Ohhhh I missed you so much!! Did you miss me? Wait… don’t answer that! I know you did!!! I’m so happy to see you!!!”

Around the town square, other stallions were going up and asking for a certain mare or two to be returned to them. Magically teleportation flashes were popping up all around town as the drone’s used their collar system, quickly locating the mares in the hive, and teleporting them over to be returned to a mate that would hopefully use her to provide them with more love. But, that was the least bit on Lightning’s mind, she was mainly focused on the strange new mare before her.

“Ummmmmmmm, Soarin, who is this?” The confused and bewildered Lighting asked. By her stallion’s look it seemed as though he was equally as happy to be on the receiving end of the many kisses from the new pegasus mare.

“O-Oh… heh, excuse me,” Soarin blushed, setting down the mare. “Lightning… meet High Winds… my long lost girlfriend…”

“Nice to meet you!” High Winds chinned happily, looking at the nude Lighting Dust her virile stallion had attracted in her absence, slowly licking her lips with glee.

“WHAT!!?! You had a girlfriend?!” Lightning cried in utter disbelief. “And you never told me?!”

“Well y-you never asked….”

~~~~~~~~~ ~~~ ~~~~~~~~~

True to Shining Armor’s word, the changelings had returned the many mares they had taken to their rightful stallions before allowing them to leave unharmed. Mares who had a special somepony were mainly the ones who were asked for, all willingly handed over… some who quickly found themselves on the receiving end of a serious ‘talk’ from the stallion. Many stallions were angered by the mare’s abandonment of them, others were at first but found it hard to remain angered after the months of their absence. Turns out it was much easier to handle being cheated on if the same thing happened to every guy you knew at the exact same time. Some stallions had figured from that that there was something else bigger was going on that they didn’t realize.

But returning their mares wasn’t the only thing they seemed to do. The stallions had half expected them to return to their hive once their business was concluded here, but they didn’t. Instead, it came as a rather large shock to many of them to learn that they actually intended on teleporting the remaining mares from the hive before moving in with the ponies! For the changeling mare owners, they simply moved themselves into the homes in the towns or cities of the mares they had abducted and owned over the last few months. Already busy crossing their mare’s names off the deeds and writing in their own.

Of course, living amongst the enemy they had fought against for all that time was uncomfortable to say the least, but at the pleas of their mares, the stallions found themselves at least willing to give the changelings a chance. Even better, the drones brought their unique and powerful magic with them! The changelings actually happened to be quite friendly as Shining had said, and were more than willing to apply their power to help rebuild the infrastructure that had degraded over months of nonuse.

Destroyed buildings, collapsed bridges, shattered glass, overgrown foliage… all of which would have taken a team of skilled earth ponies many months to fix was repaired in a matter of minutes thanks to the creatures with magic that appeared to be without limit. With that in mind they were actually dubbed the next Discord… but polite and gentle, and without any of the trolling.

Civilization was quickly coming back into place as pony after pony who had once fled the many settlements and cities returned to their old lives. However, rather than reverting back to the old Equestria before, certain ‘changes’ were quickly becoming more and more apparent in the pony society. Changes that only began to unravel over time…

~~~~~~~~~ ~~~ ~~~~~~~~~

Soarin waited until the two mares had entered his Cloudsdale home, quickly shutting and locking the door behind him, closing the curtains as tight as they could go. The home was a spacious high rise, as expected from a high paid Wonderbolt… but dusty, as also expected from not tending to it for months.

“We’re not under attack anymore, Soarin!” High Winds called out with a giggle. “You can stop pretending that we’ve sneaking around.”

“You can’t blame me for being cautious, babe,” Soarin called back to the two nude mares. He was glad that number was still ‘two’ and Lightning hadn’t simply abandoned him after being declared a free mare, or learning of his girlfriend. But the mare certainly did seem bothered by something else… which, to Soarin, was obvious why. All the changelings flying around Cloudsdale like they had lived there for years!

It was all too sudden for him… Changeling just moving in without so much as an incident. What were the evil things up too?

“Soarin… they returned all the mares they took and… well I hate to say this but… they could have destroyed us all in a second if they wanted to… What could you possibly think they could have planned after that?” Lighting said, putting a hand on Soarin’s shoulder. “Maybe they do actually just want peace like us… and there’s nothing diabolical behind their actions. Is that so hard to believe?”

*sigh* “Maybe you’re right, Lightning,” Soarin admitted. In the end, he was just happy to have things back to normal. Lingering by the window slightly longer, he spotted his fellow Wonderbolts neighbors, a collared Spitfire, and un-collared Fleetfoot. Soarin couldn’t make out what the nude couple were saying as they exited the distant building but by the looks of things, it appeared as though Fleetfoot had retrieved a tight Wonderbolts themed t-shirt, along with some yoga pants she enjoyed wearing to tease the guys at practice and their shared locker rooms. Spitfire turned to the other mare, placing her hands on her shoulders and seemed to be talking to Fleetfoot now in a more serious tone… Fleetfoot taking several looks between the other mare and the clothes she held in her hands. Finally the mare shrugged and simply tossed them to the clouds, where they sank through the white surface and were lost. The couple already having taken off, chuckling, after choosing to remain completely naked… oddly enough. A pair of passing stallions, who unlike the mares happened to be fully clothed, couldn’t help but notice the two bare mares flying by, who quickly winked to each other and took off after them.

M-maybe they are just working on their full body tan… Soarin thought to himself. His two mares not having noticed, seeing as though they traveled upstairs a while ago and into the bedroom that High Winds and Soarin had once shared.

Soarin was at least glad Lighting and High Winds were getting along… Especially after seeing how well Lightning had taken to their old roommate, Greta. Greta of course having been confiscated by the changelings shortly after his flying train ride and her fixing. He still didn’t know what happened to her, or the rest of the Zebras, Griffins, or other races that had been rescued from Appleloosa. He assumed the changelings were going to return them to the lands they had been taken from as well.

“In here!” High Winds called, pulling Lightning through the door. “This is where you’ll be staying!” Noting the extra-large king sized bed in the center back of the room. Much larger than the one they had to put up with in the Appleloosa apartment.

High Winds was focused on putting a good deal of effort into to appear friendly and open to the other mare she assumed her new master would be keeping forever. She had long since known Soarin knew how to pick mares (seeing as he had selected her) but damn! Even with all her changeling help, she managed to have breasts larger than hers! Seeing as he picked a mare with a figure like Lighting Dust’s really sealed the deal on him.

“Ummm…” Lighting could only say now that she and the other mare had some proper alone time. There was something she needed off her chest. “Seeing as you are his girlfriend and all… does it bother you that I…. slept with Soarin a few times while we were in Appleloosa?”

“Heh, of course not!” High Winds giggled. “I would love it if Soarin slept with whoever he wanted! And… if he is a kind and understanding master, he’ll extend the same courtesy to us. But it is all up to him and how much of a leash he wants to keep us on after all.”

Lighting breathed a sigh a relief, loosely translating what the mare had said into ‘no’.

“I mean…” High Winds went on, adjusting and inspecting various objects around the room. “Practices like monogamy are dangerous! That’s part of the reason why changelings invaded Equestria in the first place! There are so many more mares in the world compared to stallions. The guys are going to have to learn to fuck more than one of us if all mares are going to get a part of the action!”

But Lighting Dust had missed that, having been focused on High Wind’s dresser in the back corner of the bedroom. High Winds had only turned around to see Lightning slipping on one of her tight black tank tops down her bare chest.

“Yeah, yeah, sure. Say… is it ok if I borrow this?” Lighting asked, seemingly having already assumed it was ok.

“Ummmm, w-what are you doing?” High Winds replied.

“Oh come on, please?!” Lighting pleaded, tugging down the tank top. “I literally haven’t worn a single piece of clothing in weeks! I’m sure you haven’t either.” The garment didn’t seem to want to budge any further down, but the mare forced it. The end result being her sizable enhanced breasts straining against the tight black fabric. The tips of her breasts pressing up tight against the thin spread material until the point her nipples were clearly seen through it. “Damn… heh. Haven’t really gotten used to the new ‘girls’. I swear they are getting bigger…” Lighting remarked.

It was then High Winds remembered a crucial point, spotting Lightning Dust’s neck… Her bare collarless neck. Actually feeling a good deal of pity for the mare, knowing the pegasus had never experienced a truer sense of belonging or purpose. Well… luckily for her, she was here!

“Say, Lightning… have you considered, I don’t know… just not wearing clothes anymore?” High Winds asked trying to sound as nonchalant as possible. “I mean, you must be used to it after living with Soarin in Appleloosa for so long.”

Lightning gave a slight blush as the fond memories of her time with the stallion rushed back. “Well s-sure! Letting him ogle my body all day was amazing and all…” she giggled lightly, “but if Equestria is really getting back to normal I can’t go around living as Soarin’s pet anymore. The press would be all over a celebrity like him if they ever caught wind of a stallion treating a women like that after Appleloosa!” High Winds let loose an adorable giggle earning her a rather puzzled look from the other mare who wondered if she had said something odd. “W-What’s so funny?”

“Tell me… what do you think normal means anyway?” High Winds asked still snickering, walking up close to the pegasus mare and grabbing the hem of her tank top Lightning wore and pulling it over her head, throwing the stretched garment in a nearby trash can.

“Ummm, I don’t know…? Conforming, going to work each day, not standing out as different, acting like everyone else… I guess.”

The mare purred rather closely to Lighting’s ear, slipping behind her back and gently rubbing her shoulders. A lone hand belonging to High Winds drifted back, where, as silently and as unseen as possible a familiar sex slave collar materialized into existence.

“Mmmmmmm…. Exactly…”

Epilogue

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

Bonus Chapter: A Quick Check-Up and Lesson

Author's Note

So I decided to write a quick little bonus for this story in celebration of it getting so many likes. All of which is based around some crackpot theory I had. Enjoy!

Bonus Chapter: A Quick Check-Up and Lesson

Twilight Sparkle wiped a joyful tear from her eye as she watched the scene from Ponyville town square. At long last, Equestria was back together once again, now stronger than ever. Around her, changelings and stallions alike worked to rebuild Ponyville to its past glory. Not only were the old abandoned houses repaired to a livable state, but also new ones added for the many new changeling inhabitants that had all been handed their permanent and official Equestrian citizenship papers. But their work was far from done with even that, as more structures and expansions were planned to accommodate for the large influx of sex slaves they were expecting from the lands beyond. Each new subjugated race would bring a new flavor to the table… one that Twilight could hardly wait to have her way with. Especially zebras… the thought of those striped and stripped mares lapping away at her pony pussy to Spike’s enjoyment sent a shiver down her spine. She would have to make extra sure her master had the appropriate funds to purchase one as soon as they became available to the public.

Walking around town, the alicorn was amazed to no end at all the changes her Ponyville had taken to that signaled the coming of a new and better age. Sex toy shops, mare disciplinary schools, slave sitting services, pounds for housing stray mares, and body modification services… all were new enterprises emerging from the jungle that was the free market… and with promising prospects to top it off. Perhaps one of her favorites was Ponyville’s group of resident changelings who ran a certified Mare Training practice, claiming they could take any plain freedom-loving mare and break her into a collared, cock lapping, and cum hungry sex slave in little under a half-hour. Though she had not personally witnessed their methods, she believed it. And with only the last few bits of Equestria’s female population still unaccounted for, they might have a bit of business left on their hands. The new Equestrian government had deemed those few remaining non-enslaved mare free game. Finders keepers, if you will. But they were bound to require some thorough breaking in and training as their stubbornness was likely to be the only reason they had made it this long on their own.

“OOooooh! Ohhh! This one, dad!” Twilight heard a young stallion squeal from a nearby pound window as he fondled and caressed the bare body of a slightly older and collared yellow mare sex slave on her hands and knees… who just happened to be up for sale to any potential owners. “Can we keep her? Can we? Can we? I promise I’ll take good care of her! I’ll feed her, and train her, and take her out for walks every day!”

“I don’t know, son…” The father replied. “Owning a mare is a big responsibility. Are you sure you’re up for it?”

Twilight smiled to herself as she walked away. The unknown and panting mare already nuzzled the stallion’s chest affectionately. She nodded her head in shared enthusiasm along the stallion’s persistent begging to his father while not speaking any words herself. In the end, the two of them eventually won the parent over. One handful of golden bits later the cheerful lad exited the store, whistling a happy tune. He walked along after his father, holding the leash of what was sure to be his first of many pony sex toys eagerly crawling after her new owner towards her new home.

Twilight’s attention was suddenly directed to her front as two arms wrapped around her in a hug. Under closer inspection, she discovered it was her mother pressing her bare breasts against her own in a deep embrace.

“Mom? Dad? What are you two doing here?” She asked, though not angered or annoyed. Simply surprised as she returned the loving hug.

“We just wanted to stop by and remind you just how proud we are of you,” Twilight Velvet spoke sincerely, unrelenting in pure hugging force. “You’ve done some amazing things for this land, dear, but helping the changelings easily takes the cake.”

“Thanks, mom,” Twilight said. It may have been a slight exaggeration on her part, on top of her past achievements that she played a role in… mainly saving the world. But, in a way, nobody really recognizes it when you save the world from an evil magic-eating beast or a nightmare creature from the moon. Their lives just continue as normal like before. But now, things were better for all ponies and changelings alike. It brought a warm fuzzy feeling to her, one that told her she had helped accomplish true good in the world that would last for generations. Her eyes shifted from her collared mother to her fully clothed father.

“We were actually just dropping by to visit the Ponyville hospital,” Night Light stated warmly. “Nothing’s wrong, of course. It’s some sort of new law put in place now that everyone is getting settled back into their old homes. Meant for any pony couples looking to have a foal. It’s a quick procedure but you have to go visit some medical changeling in an examination room. The Canterlot one was packed full of couples so your mother and I just figured we would come here and pay you a quick visit while we were at it.”

“I know about the new rule,” Twilight replied. “I have an appointment scheduled later today myself. It’s for Spike and I… Well… he’s not technically a pony, but the law still applies. I’m just wondering what exactly it’s for...”

“Oh, let the men wonder, dear,” Twilight Velvet scoffed to her daughter. “Us mares have better things to think about… Like how we can get a certain stallion’s pants off on the train ride home…”

“Opps! Guess that’s my cue!” Night Light beamed, planting a firm slap on his wife’s plump ass. The mare giving a delectable moan in response. “Best haul this horny lady back on home before things start getting too frisky again! Public sex is nice and all, but she is a screamer! Don’t want to risk alarming half the town!”

Twilight lovingly waved her parents off as her father dragged her mother away on a short leash. Taking one final moment to admire the splendor of what Ponyville was being converted into before heading to the hospital herself for her scheduled appointment. Tardiness was not something she took lightly after all…

“Come in, come in!” A changeling voice greeted Twilight warmly as she crawled through a newly installed pet door, fit for mares of course. The room was like she would have imagined a typical examination room to look like. Meant for one on one conversations, with a long examination table on the opposite wall end. “You can call my Dr. Cornicle.”

“Alright… Doctor,” Twilight said respectfully with a bow of her head, knowing she was in the presence of a male once again. The changeling’s eyes roamed over her nude body, taking in her true beauty in the typical changeling obsession they had become known for.

“Let’s just get you on up here real quick…” Cornicle said as he magically levitated the alicorn’s body from the floor, flipped her around, and lay her face up on the exam table. The pony knew not to struggle, even as the creature’s hands began to grope and squeeze at her monstrous swaying tits. Another of his hands fished between her legs, inserting its digits into her soaked folds. She couldn’t quite tell if it was all part of the medical procedure, or because the changeling wanted to. For either one it happened to be, she was okay with it.

“Now, have you been having regular intercourse with your owner?” Cornicle asked. “And you are here because you are looking to become pregnant?”

“Yes and yes,” Twilight replied obediently without the slightest hint of shame.

“Is he providing you with loving care and ample opportunity to nourish yourself from his cum?”

“Yes… he is…” Twilight said, though noting she could have lived without that chastity belt punishment.

“And do you, as a mare, perhaps think that you are meant for more in this world?”

“Of course not… I’m doing what I love and who I love and I’m free to express my love for others in ways that would never have flown over so well before you changelings came… I couldn’t be happier.”

“Good… good,” The changeling remarked as he noted down her responses. His horn began to glow a soft emerald hue as his magic fired up. “Now, I know you’re probably wondering why you’re here, Ms. Sparkle. Why this is a government mandated check-up and why it’s only for mares who are seeking to become pregnant.”

“Now that you mention it… I wasn’t going to ask, but I did actually wonder,” Twilight admitted, but saying so in such a way that hopefully did not convey she distrusted or questioned the law, or even that any shady business might be happening. She trusted the changelings with her life.

“I normally spare most women from the explanation, as they have better things to wrap their minds… and lips… around,” Cornicle spoke casually. “But after reading up on your file, Ms. Sparkle, and all the education you have gone through I think it would be best to explain it to you and the subtle change I’m about to make within you. Perhaps you could find a better way to phrase it for your fellow mares. *Ahem* To start… think back to the time before my kind changed your world for the better.”

“Okay…” Twilight nodded.

“Because of pony biology and the rate of which each gender was born, there was only one stallion for every three mares… And since, for reasons that escape my knowledge, your society chose to ignore the concept of polygamy and limited a single mare to be married to a single stallion. Because of this, all mares eventually developed bisexual feelings, as a contingency in the event they don’t find a male lover in their lifetime… Which was two thirds of them, if I am not mistaken. But you already know this much, don’t you?”

Twilight nodded sternly as the changeling continued on. She wasn’t ashamed to admit she was attracted to other mares… but that wasn’t to say she preferred their tongues or fingers over a hot throbbing cock any day of the week.

“Well, as cruel and unusual as the practice was on mares, it did actually have a strange positive effect on pony society… and I don’t mean driving us to invade and fix the problem for you, oh no.”

“Wait… it did?” Twilight gasped. From what she had heard, monogamy was a dumber idea than the concept of stallions… or so Chrysalis had so elegantly put it.

“You see, that one stallion is now placed in a rather powerful position when it came to choosing a mate from the masses. With so many mares to choose from, and so many eager to be chosen, he had the pick of the litter. More often than not, they would abide by their base desires, choosing mares with the most important features, from large breasts, shapely hips, thin stomachs, pretty faces, and submissiveness… That last one more so chosen after the courtship process began. Should any given female fail this initial visual review, they did not even make it to, as you ponies put it, the ‘dating’ phase, let alone marriage and impregnation.”

Twilight’s memories rushed back to early exchanges she had had with her mother. Even through all her books and studying, Twilight Velvet urged her to always make herself… ‘presentable’. To focus on her own appearance, to stay skinny and fit, not to mention to smile more when in the presence of men. Her brother on the other hand had received no such extreme advice from either of his parents… And he went on to nab a princess in marriage…

Now, statistically speaking, the best looking and best behaved mares had earned themselves a husband, and more importantly the ability to pass on those positive traits to their offspring. This is why, over countless generations of ponies, mares have slowly grown more attractive, more submissive, and all around better than those that came before.

During her time in the hive Twilight did recall hearing Princess Celestia and Luna conversing about how much sexier today’s youth was in comparison to those… who knew how many years ago! But she really hadn’t given the comment much thought at the time.

“Though irrelevant now, you should know, Twilight Sparkle, that even if us changelings never even existed, your Equestrian society would have eventually risen up to the male-dominated world it is today. Though it would have taken far too long for our tastes, personally. I think we can all agree; our way is better.”

“R-really? How exactly would that have happened?” Twilight asked, now full to the brim with utter curiosity.

“Well,” Dr. Cornicle mused after a moment of thought, idly playing with the mare’s privates as he talked. “let me phrase it like this… You have a friend in fashion, correct?”

Twilight nodded, though Rarity was more so strictly stallion and changeling fashion these days, what with mare clothing being banned.

“As I’m sure your friend will all too eagerly agree, fashion has evolved alongside society over the many years. The styles of old were bulky, cumbersome, and of course, covered a good deal of the female body. Meanwhile, in the present day, pony society was just about to adopt a more appropriate sense of fashion that went along with their base desires. Heh… imagine your Gala dresses, dipping a bit lower to reveal a surely harmless fraction more of your cleavage… Whatever it took to catch a stallion’s eye, right? Or, in a more casual fashion sense, visible underwear straps, bare midriff, nearly transparent tank tops, shorts getting shorter, showing even more of those delectable legs that a stallion could get his hands on if he chose to take you to bed… Well… you get the point. Sex sells, now more than ever before.”

“Well, I suppose that’s true so far,” Twilight nodded in agreement. Before the changeling invasion, when she still had the wrong outlook of how mares should present themselves, she had admittedly found herself appalled by the risqué fashion her fellow mares had taken to. Not the others in her group, but ponies as young as the CMC! None of which saw it as doing anything more than wearing something that was ‘comfortable’.

“But ask yourself… do you honestly know where the slippery slope would stop?” Cornicle went on. “None of us can see into the future… well, barring that one slut from the blue hive. But we could take hints from the evidence around us. Eventually we saw some hints of well-meaning mares coming along and claiming mares deserve the right to be topless because stallions have that choice. That tits aren’t a sex object… heheh, let’s be honest, your entire body is a sex object!” Cornicle chuckled as he patted the giggling alicorn’s stomach. “After that, I imagine it would only be a matter of time before fashion followed suit, covering nothing of a mare’s chest but her nipples, as for some unexplainable reason, you ponies decided that that was the point of embarrassment, not the rest of your breast. From that point on, it would only be a matter of time until a mare’s chest was completely on display. Not just from the few intelligent mares looking to bare their motherly assets to a potential stallion’s gazing eyes, but also from mares not wanting to be left behind… Dating was a fierce competition for you girls after all. The notion of willingly baring one’s own chest as a fashion choice would have appalled many before our invasion… but as our efforts have so appropriately demonstrated, mares will do anything as long as they think others are as well. It would be your hidden primal urges, pushing you, even on a subconscious level, to take the leap. Because at the end of the day, all women are just looking to find a cock that can rut a foal into their wombs!”

Twilight winced slightly as the changeling emphasized his point by roughly grasping at her gently swaying globes. Though it was nothing she had to be taught. The alicorn having long since learned her gender was destined to act as little more than men’s obedient servant and sex pets. To her, history was simply a way of revealing how much her fellow mares had struggled to come to that conclusion, reminding her once again how eternally grateful she was for the changeling’s intervention.

“Well, anyway,” Cornicle continued, “back to the present and the reason why you are here with me in this room. After the massive overhaul of pony society we are implementing, this ‘survival of the fittest’ aspect will no longer exist in Equestria. As all mares of all looks, shapes, and sizes are able to not only modify their bodies to a better appealing appearance, but also guaranteed they will be knocked up and give birth multiple times. Not just the most deserving ones handpicked by selective stallions with the most positive traits to pass on.”

With that, the changeling’s horn ceased its emerald glow, signaling the he was finished.

“Fortunately, we have been hard at work, using our changeling magic your fornication so kindly provides us to develop a new spell. A sort of genetic editing if you will,” he said, patting the spot on Twilight’s lower body where her womb was located within. “The effects will be invisible to you, of course, but this will ensure the best possible chances that your offspring, should it be female, would inherit the best traits you as a pony possess. Mainly your looks… but I suppose your brains could sneak into your foals as well. No more rolling of the dice. That’s the more complex usage of the spell, though… did you know it could also be used so as to ensure only mares result from pregnancies? Haha… actually, you might find it interesting to know Chrysalis once asked us to do exactly that to you mares… but in secret. She kind of has a thing for seeing stallions bred out of existence.”

“Yeah…” Twilight chuckled to herself. “I guess she did kinda hate stallions a bit. But I’m glad we were able to reason with her and talk her into seeing that they aren’t so bad.” She beamed proudly.

“Actually… Chrysalis gave us that order last Saturday,” Cornicle deadpanned.

“Oh………”

“But don’t worry! We didn’t listen to her. Stallions are our allies after all! We aren’t too full of ourselves to admit we need as much help as we can get to fuck our way through the moaning masses. By which I mean you women, by the way.”

“Hehe,” Twilight giggled as her naked body was levitated off the examination table and back into crawling position on the floor. “Well thank you, doctor. Not just for this… but for everything,” She cooed, nuzzling up against his leg seductively. “Stop by my- I mean, Spike’s crystal castle if you’re ever in the mood to let me repay you personally.”

“I might just take you up on that…. And it’s no problem at all, my little pony. It’s just what we do.” The changeling smiled back before planting a gentle slap on the alicorn’s purple rump. “Now go on and scamper that nice ass of yours back to your owner! I’m prescribing at least three creampies a day until you get knocked up with a beautiful healthy little foal. And send in the next mare on your way out!”

“Three creampies a day? That’s child’s play,” Twilight laughed to herself as she crawled back out through the pet door. As she traveled back to Spike she knew, even if she had known it before, that not only her but all the inhabitants of Equestria had a bright pleasurable future ahead of them!

???

Deep within a cavernous mountain, far far away in the darkest and deepest uncharted lands of the planet sat a stone table. Around the table gathered four shadowy figures…

“So… she was finally able to do it... that crazy bitch.”

“Yes… it seems as though Equestria has come around, sisters… Her changelings and the ponies live amongst each other as one, just like she always wanted. Never thought the ponies would let her get the upper hand so easily.”

“But they did... Then it won’t be long until they move into the next step…”

“Expansion… the remaining women of the remaining races of the world will be enslaved next. Then reeling them all in…”

“Hmph! So that’s it then? She’s won?!”

“It would seem that way… So much sex and love is being pumped out from Equestria. In all of recorded history, this is unprecedented!”

“Of course it’s unprecedented… If it wasn’t most of us wouldn’t be even here!”

“Not so fast…”

“Hmmm?”

“Chrysalis may have helped Equestria accept changeling ideals… but my scouts have reported a simply delectable piece of information stating that the queen herself may have gotten a bit too… caught up in the heat of the moment.”

“What do you mean, sister?”

“Reportedly, Chrysalis, like the women of Equestria has also been enslaved. She is now collared and down on her knees lapping away at cock like a common mare.”

“…”

“…”

“…”

“…What an idiot…”

“Agreed. Although, this is welcomed news.”

“Yes… without Chrysalis at the head of her swarm it leaves quite the vacuum awaiting to be filled…”

“………………….”

“Hehehe-HA!”

“Heh, well girls… it’s quite obvious what we are all thinking…”

“Obviously! With all the ponies and changelings happily fucking each other-”

“-and the many more women left on this world just waiting to be enslaved and added to the orgy!”

“All that wonderful delicious love!”

“And that power that comes with it!”

“This is the making of a God!”

“Heheeeh…”

“Well then, I think we could all agree it would be outright foolish to pretend we would ever abide by something as silly as taking turns at scheming our plans to rule this growing empire.”

“Yeah… not like any of you dumb bitches are really known for trust. We’re all going to stake our claim to that throne.”

“And the winner will earn not only the right to all that limitless power… but also the rights to an enslaved world. The way the world has always meant to be.”

“Not to mention I’ll have the rights to you three slut’s bodies when I win! You’ll all be right down there begging for your master’s cock with Chrysalis as you’re bred like cows! HA!”

“Like a petty child… save the moronic gloating for after your victory, sister! Not like there will be one…”

“Well, no reason to prolong this meeting any further. We all have our work cut out for us.”

“Yes… may the best queen win…”

Author's Note

That's right! After much thought I've decided to take my ideas and continue off on a sequel to my favorite story I've ever written. This one features more plot lines centered around Equestria and changeling expanding into new territories. Dragons, zebras, humans, OCs, new places and adventures will all be there a plenty. Not to mention all the changelings, scheming, and backstabbing plans will be there too. The first chapter or two are already in the works being written... Although I will say the studio is cutting the special effects budget this time around, so expect less explosions, car chases, and fancy CGI than the last story.

And yes, I will have an actual cover-art for the next story.

Newest Additions (Part 3)

Author's Note

Warning: Some readers may find this chapter extra dark, violent, and pretty sad...

Newest Additions (Part 3)

“Ohhhhh, now that hit the spot!” Chrysalis cooed, falling backwards onto her bed. Her naked form covered in droplets of sweat from head to toe as she struggled to catch her breath. An equally sweaty and exhausted Indigo Zap collapsing soon after next to her. Two thick trails of potent white cum came gushing out from their cunts, soaking into the bed sheets below. Not wanting any of the precious love to go to waste, Chrysalis lit her horn, levitating the excess baby batter flowing from Indigo Zap’s pussy into her gaping maw, licking her lips, savoring the tasty mixture of cum and pegasus juice as they slid down her throat and settled into her stomach. Not wanting to be selfish, she repeated the same process for herself into Indigo Zap’s mouth. The pegasus planting a quick kiss of thanks of her cheek after the gift had been fully swallowed. “Keep fucking us like that, stallion, and I’m afraid I might actually start growing to like you…”

Jet Set grinned in accomplishment, having received the closest thing to a compliment the changeling queen gave. “Well the way my two little pets have been so well behaved lately… I thought you both deserved a little treat…”

“Hehe, you’re to kind to us, master!” Indigo Zap purred, mashing her breasts together.

“He is, isn’t he?” Chrysalis said with a smile. With that, the greedy little changeling queen rose from her position, swinging her legs off the edge of the bed and catching Jet Set just as he hopped off.

“Ah ah ah!” She scolded playfully. “I believe my big bad master still has a few drops of liquid love left to coax out!” Jet Set grinned as the mischievous changeling’s hand pumped her hand along his length, seeking to draw every drop of cum out as per usual.

All of a sudden, Neon Lights burst into the hive’s royal chambers, loudly disrupting the entire scene.

“Bad news, guys!” He exclaimed, out of breath suggesting that he ran here urgently. “T-That holdout of ponies we sent those two mares to convince over to our side… scouts reported… s-something happened… they don’t know what… but everypony is missing from the area! The place is empty now! They checked thoroughly!”

Jet Set turned white. Not from the news itself… but from the realization that the changeling queen’s hand, still wrapped rather firmly around the base of his dick, had stopped moving completely.

“Interesting…” Chrysalis spoke, remaining perfectly still, not turning her gaze to meet Neon Light. “Master, darling~… You wouldn’t, by any chance, happen to know what came about the two mares, that mean oh so much to me, after you sent them on your fool’s mission to one of the most dangerous, inhospitable locations on the map… would you?” Her grip around his shaft grew even tighter.

“Ummm, didn’t you hear me, Chrysalis?” Neon Lights replied from the chamber’s entrance. “I said no one knows where any of them went. They could be dead for all we know!”

Jet Set’s upper and lower heads looked as though they were turning purple as Chrysalis squeezed harder on his cock.

“Hmmmm, dead you say? Well…. isn’t that just a wonderful speculation, master?” Chrysalis sneered, now looking up meet Jet Set’s fearful gaze as she furiously barred her teeth.

“Well we can’t really be sure…” Neon Lights shrugged, still completely oblivious to Chrysalis’s tone that reeked of repressed anger. “I suppose if the stallions got to them they could have been raped…. then killed. Actually, on second thought, what am I saying? Why would they kill them? They would probably just keep the mares alive and rape them continuously on an hourly basis as they subject them to degrading humiliation and sexual torture against their will. Oh man! Could you imagine them getting knocked up like that?”

Jet Set swore he saw his entire life flash before his eyes as the death grip around his cock somehow grew tighter. With every ounce of strength he could muster, he quickly rose a shaking hand into the air… flipping Neon Lights off.

~~~~~~~~~ ~~~ ~~~~~~~~~

Suri was on top of the world as she merrily skipped through the maze of pony cages she had made. From both sides of her lay her prized mare possessions, all of which she had personally worked with at one point in time to see if they could be kindly convinced to live life in a cage. The content mares arose from the morning slumber, knowing full well their beloved owner was coming with food.

“Feeding time!” Suri announced to the warehouse, loudly rapping on the metal side of one of the cages to awaken any other lazily napping mares. Most of the women were already at the front of their cages, hungry and eager for substance and attention from the mare. Reaching into the sack she carried, Suri pulled out a loaf of bread, tossing it inside the hole to the first cage in the row, then another for the other mare that shared the cell with her.

“There you are, Rosemary and Sweet Biscuit! Eat up and don’t be afraid to ask for more!” The two mares happily complied as Suri stepped over to the next adjacent cage. “And some bread for you, Deep Blue, Peachy Cream, Spring Fresh, Silver Spanner… oh and don’t think I forgot about you, Sea Swirl!” The fashion pony said as she lovingly patted the mare’s head through the cage. As Suri went about feeding her captive pets, Party Favor walked to the back of the line of cages, tossing in two extra-large loafs of bread where Sugar Belle and Night Glider lay.

“H-How are you girls, doing?” Party Favor asked, his tone filled with apprehension.

“Nope!” Sugar Belle simply said. “Cock first.”

Party Favor gave a sigh as he fished his hardened member from his pants, inserting it into the hole on the front the cage as Sugar Belle began to suck away with enthusiasm, completely ignoring her food.

“She means we’re doing fine…” Night Glider replied, with a roll of her eyes at her cage mate’s antics, grabbing her share of bread and biting into it.

“You two sure? I bet Double Diamond and I could talk Suri into letting you girls sleep… I don’t know… outside of a cage meant for extra-large pets?” Both Night Glider and Sugar Belle gave a pleasurable shudder at the mention of the p-word before profusely shaking their heads, Sugar Belle doing so while still happily performing her blow job.

“Not a chance, silly!” Night Glider giggled playfully. “We belong in here…after all…” she added with a growing sedative smirk on the corners of her mouth. “Who knows what wild animals like us would do if we got free? Mmmm, I certainly couldn’t imagine you two boys seeing the light of day again… what with forty or so mares piled on top of you…”

The mental image of so many sexually charged naked writhing mares on top of his cock gave Party Favor a pleasurable pause. So many holes to fill, all from moaning women who wanted nothing more than his sweet frothy release, willingly debasing themselves to the darkest degree as per his every order… Before he knew it, the thought of such a notion sent him over the edge. His cock firing off precious rivers of cum into Sugar Belle’s working mouth. The mare softly moaned, pressing her head even harder against the edge of the cage as she swallowed the entire payload. The mare gave a quick thumbs up to Night Glider behind her, thanking her for the assist as mares from other cages looked on with jealously. After a full twenty seconds of cum, the stallion’s gooey stream slowed to an end. The mare reluctantly withdrew from the stallion’s base, lips popping off the mushroom head before dealing it a quick loving kiss.

“Thank you, master,” Sugar Belle cooed before her head was abruptly grabbed and turned to Night Glider. The pegasus wasting no time French kissing her tongue into Sugar Belle’s mouth, hopefully seeking out any precious of cum residue the greedy mare hadn’t swallowed for herself.

“Uh… umm… you’re welcome?” Party Favor replied, confused as always. As much as he wanted to paint his friend’s new behavior as weird, his dick wouldn’t let him. But in the end he figured, if they were happy, he was happy… even if that meant watching them live like a pack of animals.

Before the stallion could push his member back into his pants, his legs were grabbed from a nearby mare reaching out of the cage, pulling and turning him so his cock flew straight through the opening. The virile Party Favor gave another exasperated sigh as the same process began to repeat itself, the mare behind his current looking like she was next in line too. Even Double Diamond down the row of cages was seemingly getting roped into the same treatment. Other mares waiting in their cages for their turn had already started playing with themselves, or with the mares that shared their pens. Kissing, sucking, fingering, or groping, as always, all without the faintest hint of shame and on full display for any potential on lookers.

Party Favor was slowly coming to the realization that perhaps the mental images Night Glider had placed into his head weren’t as far-fetched as he thought they might be.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Enjoying the show?” Suri called out, entering the upper floor office and swiftly locking the door behind her. “You’ll be amazed how long they’ll be like that...”

Rarity could only stare at the escalating scene of perversion as it progressed downstairs. As much as she would have loved to join them, she had other more urgent matters to worry about! She was completely powerless to inform the mares of their coming fates! That they were playing directly into Suri’s plan! A loud rap from the front of her cage drew her attention away from the window.

“I haven’t forgotten about my prize winning pet now!” Suri mocked the fuming caged and nude unicorn on the counter top, dangling the final and stalest looking loaf of bread just out of Rarity’s reach.

“You hungry, girl? You want it? You want it? Hmm? Hmm? Hmm?” Suri asked, patting her knees as if to gesture a dog over.

“I would very much like to be fed, yes,” Rarity replied plainly, not willing to give her captor the satisfaction of her anger on full display. As much as she would have loved to kindly inform Suri to fornicate herself, she couldn’t deny she was going through cum withdraw… or just hunger, as they referred to it in the hive.

“If you want it you’ll have to do one thing for me…”

“Oh?”

“It’s simple. Admit that you are a lowly slut. I’ve seen how you walked and carried yourself before all this, Rarity. Oh sure, you loved to pretend you were some high class mare fit for a prince, but in truth, we all knew you were just another cock hungry slut in some fancy dresses. Come on. Admit it!”

“I am a slut,” Rarity said.

“HA! I knew it,” Suri cackled, carelessly tossing the stale bread into the cage hole as she joyfully savored in her triumph. Rarity scooped up the food before turning meet Suri’s gaze once more.

“…..and I am also a whore, a cum dump, and a cock slave who eagerly parts her legs at the mere sight of her master’s cock… You see, Suri, contrarily to what you believe, there is no shame in any of that. Any proper mare should be happy to be bestowed with such prestigious titles and it would be silly for you to think otherwise. The only pony who should be ashamed at what they are doing here, is you, Suri.”

The evil cackling of the earth pony quickly came to a stop, the mare turning a puzzled and confused look towards the fashionista.

“Ha…. Seriously?” Suri asked hesitantly. “Are you really that brain damaged or something, Rarity?” Despite her question, the unicorn fashionista sat there, crossed arms and looking adamant about her position, not the smallest hint of joking on her face.

“I most certainly am not! You realize what you are doing, right? Abusing a mare’s natural submissive nature to lull them into a false sense of security before selling them into sexual slavery for a growing town of crazed rapists? You can’t honestly believe a women spreading her legs comes remotely close to as despicable of a thing as you are doing!

It was Suri’s turn to smirk now, with the faintest hint of anger… “Actually, it kinda is…”

“What? H-How?” The flabbergast Rarity asked.

“You really have no clue, do you? That there’s a reason I’m selling you all to Appleloosa, or more importantly, why stallions suddenly decided to treat you mares as sub-class ponies after the invasion?”

“What reason could you have beyond lining your own pockets? Or petty revenge on me?”

“Look….” Suri sighed. “At the end of the day, you all belong to me. So, I’m allowed to do whatever I want with you.” Rarity was taken aback. While technically true, it was obviously morally wrong.

“Suri please…” Rarity now pleaded from her cage. “Look at those mares down there! T-They are love you for what you’ve done to them. Before you came along, they were sad and depressed, even lonely! But you managed to turn that all around despite living in the middle of a dangerous ghost town after the end of the world! Do you really want to throw away all of those friendships… just for some useless bits? Some things are more important in life than money!”

Somehow her words managed to strike a meaningful cord in Suri, who absentmindedly took a moment to gaze at onto the warehouse floor below. Her eyes drifting over every bare pony who would gladly refer to her as a friend… The briefest hint of regret crossed her face.

But as quickly as it came, the moment vanished as Suri whipped back around to face Rarity. “HA! Like I care what some random dumb whores think of me! And besides, you all deserve this fate for being whores in the first place!”

“What?!” Rarity responded, confused again how Suri somehow thought them being sexually charged with such an awful thing. “Explain yourself!”

“All right, fine. The truth then…” Suri spoke slowly.

“Like I said… there’s a reason I’m selling you to the stallions and to Appleloosa, and it’s beyond merely bits. I might as well tell you, seeing how this is our last day together…” Rarity’s heart skipped a beat, as Suri began her tale.

“You see… when the changelings invaded Equestria, they took mares, and only mares into their clutches. Appleloosa was no different of a target, full to the brim of busty unsuspecting mares and empty wombs. Well… the changelings came, and the town fought them… with apple pies… though I’m really hoping I heard that part wrong. Anyway, they lost, of course, to the all-powerful changelings, who were hooped up high on love from other towns they had attacked before. The changelings, seemingly with a sense of humor, hog tied every stallion’s arms and legs together before leaving them scattered across town. The mares however… they simply gathered in the center. The men of the town could only look on… dreading what these creatures had planned for the women, knowing full well they were powerless to stop them. But… to their shock, none of them could have predicted what came next. Mares everywhere, hot and aroused, began stripping off their clothes, flinging them to the sides. Underwear too came off, if not by their hands it was from the changelings themselves who they willing allowed to strip them nude! It wasn’t long before all of the women in town were either on the ground or on their knees, willingly and passionately fucking the enemy who had invaded their home not an hour ago…” Rarity listened on, finding the mare’s words to be truthful as they sounded rather similar to events that have transpired when Ponyville was invaded.

You realize what that means right?! Wives! Girlfriends! Hopeful eventual lovers! All those mares throwing those titles away as they threw themselves onto the cocks of creatures they had never even met before! All while their male partners could do nothing. The stallions could only watch as the changelings thrust their meat into what they had thought were their mates, how the mare’s stomachs bloated outwards as they were filled with turrets of changeling cum, how they let out pleasurable screams to let the entire town know they weren’t ashamed in what they were doing, and how the entire ordeal lasted throughout the night, the bonfire of the mare’s discarded clothing keeping them well lit. They weren’t even given the chance to ask why as the mares were teleported away once the changelings were done having their way with the women.

Rarity was truly speechless. She didn’t recall her invasion in Ponyville like that all! It was a beautiful event! One where the changelings came in whisked them off to a life of endless pleasure and comfort!

“Well… with their, heh ‘lovers’, gone the stallions of Appleloosa had plenty of time to think for themselves. I can’t blame them for looking at the rest of the mares who evaded capture with pure distain, knowing what lustful feeling they hid beneath them. And it wasn’t long before that message spread to all the other males in Equestria, meeting similar experiences. All of those relationships they had worked so hard to make… only to discover they were all a bunch of mindless sluts all along. So… they quickly resolved to treat them as what they saw them for then on… A lowly pile of whorish fuck meat who deserve nothing more than the cock between a stallion’s legs, whether they like it or not… Heh, ironically things would have turned out better for you if the changelings had just raped those mares they captured.

“No… NO!” Rarity exclaimed. “T-That may have happened… b-but…. there’s more to it than that! You can’t seriously agree with their deduction, Suri! You’re a mare too!”

“I am, but that doesn’t mean I share the same shameful desires as you whores!” Suri replied angrily. “The fact of the matter is, the changelings only invaded Equestria because they knew mares like you would so willingly accept them into their cunts! The entire end of the world is on your heads because mares like you couldn’t keep your hormones in check! Ask yourself, are the stallions really the bad guys here? Or are you? As far as I’m concerned, you all deserve to be sold to them! It’s the least I can do to make up for my gender’s failures.”

Rarity was shaking to the bone, knowing full well Suri had a valid point of concern. She couldn’t help but imagine all the mares that had willing accepted their place in the hive. How many colt-friends they had left behind? How many husbands?

“The way I see it, everypony wins! You girls love sex. You’re begging for it now, and you’ll all be getting plenty of it and more in Appleloosa.”

“Suri, y-you can’t honestly believe that!” Rarity stuttered. “We may like sex… but only from a kind master who is willing to love and care for us! Not some brutish thug who will use and abuse our bodies for his own pleasure alone, before discarding us for bits against our will! The submissive life style must be one chosen willingly, not something that’s forced upon us!”

Suri simply shrugged. “It doesn’t really matter what I think anymore. The boat that’ll be shipping you all of to your new lives should be arriving in a few hours. Nothing I can do to stop it now.” Suri said with an evil grin. Frantically, Rarity looked around, desperate for an argument to throw back at the earth pony.

“Double Diamond and Party Favor!” Rarity exclaimed, spotting the two stallions down below. “They can’t possibly be going along with this plan! They’re nice ponies! They are even treating the mares downstairs properly like gentleponies!”

“Heh, those two limp-dick losers?” Suri scoffed. “They have no idea what I have planned for their friends. They just think I’m some crazy mare who has a kink for collecting and treating other mares as pets. They don’t really have a choice in following me, seeing how I tricked the slutty mares of their town over to me. But as far as I’m concerned, even life in a cage is more exciting than that dusty old town they lived in before the abandoned it once they heard the changelings were coming… Don’t get me wrong. I’m thankful for their help. A mare can own another mare simply enough, though it is much easier with a cock... But really, any stallion not willing to rape you filthy whores doesn’t deserve to have you.”

Rarity was out of options. “Suri, please! Don’t do this!” Rarity begged.

“Remember those words I told you so long ago, Rarity? What was it? Oh! That’s right. It’s every mare for herself in this city. You lost. Now why do you be a good little slut and take the punishment you deserve….”

~~~~~~~~~ ~~~ ~~~~~~~~~

Suri was humming a merry tune down on the warehouse floor again. She had every reason to be happy, did she not? The sun was shining, the streets of Manehattan were clear, and even better, another helpless mare looking for protection had stumbled her way to the warehouse. If there was nothing more Suri loved more in her line of work, it was breaking in new mares and revealing their true selves. Of course, she didn’t dare tell anypony else that.

“Well Roseluck, you most certainly are not a changeling! Mmmm, in fact between you and me, I don’t actually recall any mare passing her test so… enthusiastically… before” Suri chimed happily, leading the crawling mare to an empty cage. Clicking the key in and turning it open, Suri ushered the mare inside with a pat on the rump. “In you go!” The cage door creaked shut as Suri grinned, locking the mare inside. “I actually have a personal pet of my own with that very same collar around her neck… it’s very fitting, I might add. Looks great on you...”

Roseluck raised an unseen curious eyebrow at the fashionista’s comment before curling up in the mattress beneath her, calmly settling in for a casual rest.

“Actually, you’re in luck!” Suri said, slightly giggling at her play on words. “You made it just in time for lunch!” Reaching into another deep sack she pulled out another loaf of bread, throwing it inside the cage where it hit Roseluck in the face before dropping to the cage’s floor. Suri didn’t notice, however, to busy walking along the line of cages tossing more food inside like before.

“Eat it all up, girls! I don’t want to see a single crumb of waste left in your cages. Moondancer and Blossomforth! Hold off on that lovely tongue lashing of yours until you’ve eaten lunch! A girl can’t properly cum if she doesn’t have a thing in her stomach!” One by one the mare reluctantly obeyed their mistress, pausing their erotic activates to eat. After Suri had finished tossing the final loaf of bread to the last mare she walked over to Party Favor, who had once again been roped into sticking his dick into the cage hole for a quick blow job.

“You too, boys,” Suri said sweetly, adding a quick kiss to the stallion’s cheek. “I got a little something special for you two waiting on your table. That’s an order!” The two stallions simply looked at each other and shrugged, pulling their throbbing members from the now pouting caged mares. A quick stern look from their mistress had them munching away at their food in no time.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Listen…” Double Diamond said, casually eating the hot oats Suri had left for them.

“Yeah?” Party Favor replied, doing the same.

“Has Suri seemed a tad… suspicious…. to you lately?”

“Suspicious how?”

“Well, you know… she’s been acting all gleeful as of late. And she keeps collecting more mares to watch over. She should know we can’t keep feeding them all like this forever! This abandoned city is going to run out of food one of these days! Whenever I try to bring it up to her, she just smiles and waves me off. Telling me not to worry about it, but never explaining why!”

“Shesh man, you worry too much. Look at many mares she’s protecting and how long she’s been doing it. Obviously her heart is in the right place and she knows what she’s doing.” Party Favor responded. “Maybe she has some outside help from other ponies she’s never mentioned who bring in spare food!”

“I…I guess… Maybe you’re right.”

“Of course I am. But now that we have that out of the way, I gotta ask… Did those oats taste different to you too?”

“Different how?”

“Um, being the well-renowned oats aficionado that I am, I’ve tasted them, and I can tell you there was more in here than just oats. A secret seasoning perhaps? Or a long held family secret recipe? She really is too kind to us…”

Double Diamond exchanged glances between Party Favor and their two completely consumed bowl of oats Suri had left them. His body slowly turning whiter as a new startling suspicion began to surface…

“No…. no…” Double Diamond exclaimed, every cell in his body in full panic mode now as her jumped from his chair and ran outside the warehouse. “Nonononononononono! NO!!!!”

The sunny sun had vanished, thick clouds gathered overhead. His worst fears were realized as he spotted a ship sailing in from the Manehattan bay, without a doubt, pointed directly in the direction of where their warehouse…

“………That heartless bitc-“ Double Diamond collapsed onto the floor, completely and utterly knocked out as the drug took over.

~~~~~~~~~ ~~~ ~~~~~~~~~

With a stomp, four pairs of feet crashed down onto the Manehattan dock, having anchored their ship mere moments before. The set of muscular stallions soon made their way to the warehouse, giving a slight deep chuckle to the unconscious stallion who lay face down in the concrete, which served to tell them they were in the right place. Swinging open the wide doors of the building, the leader of the pack, a gruff looking unicorn stallion, couldn’t help but stare in glory at his prize. Located on the other wall lay his bounty, a total of forty-six caged and naked mares. All of which slept soundly from a drug induced sleep, without a doubt, waiting for them to carry them off to their new lives.

“What a beautiful catch… can’t wait to get a taste of the merchandise….” He said with a sneer before motioning his men towards the maze of cages. The three behind him nodded with evil grins themselves, running past him.

Grabbing the keys, they approached the first in the long line, unlocking and opening the cage door. As one of the stallions scooped out a limp sleeping unicorn mare in his strong arms, the others came up to his side. With a length of rope they tightly bound the mare’s ankles together before folding the mare into the fetal position, following that up by bringing her wrists together behind her knees and binding them together with a longer length of rope. With the first mare securely restrained, shaped like a ball, the unicorn boss lit his horn, levitating a few dozen large brief case looking containers out from their boat on the dock. Sized to appear as large as a bag of luggage one might take with them on vacation. The workers strapped a quick ball gag into the helpless mare’s mouth before finishing with a quick inhibitor ring around her horn.

As one of the brief cases hit the ground it popped open, revealing a black padded foam interior, unsurprisingly carved out with the shape of a pony. The stallion placed the innocently sleeping and bound mare into the case, her curled-up body fitting to the exact contour of the carved shape. With a sadistic grin, the man closed the case shut. A lone click indicating to the group that it was firmly locked shut, trapping the mare inside. The other stallions got to work, binding and securely the other sleeping mares into the same cases as the boss personally hauled the first outside and onto the boat using a single arm.

“Don’t worry, girl…” The unicorn said with a chuckle as he stowed the case down in the ship’s cargo hold. “We’ll find you a good owner to take care of you…… or not!” He said with a laugh to the still unconscious mare sleeping within before walking back to the warehouse to get the rest.

~~~~~~~~~ ~~~ ~~~~~~~~~

Suri and Rarity watched the entire scene playout from their office above. All hope was seemingly drained from the unicorn fashionista’s spirit as each brief case containing a bound mare, ready for sale, slammed shut. She wasn’t an idiot. She knew the mares would have no way of escaping from inside such things. Unless they were some sort of magical escape artist that could use magic without her horn. Once that lid closed shut on them it was over! The next time the girls would see the light of day, they would be in Appleloosa, as nothing more than some stallion’s worthless plaything!

Even if she could somehow convince Suri to let her out of this cage, there would be no way she would be able to fight off the four stallions alone! But she had to try something! A quick glance to Suri revealed the mare no longer held her sadistic smile, but rather seemed concerned.

“Suri, look at the way they treat them! Shoving us inside sizable brief cases like we’re just their merchandise! We’re nothing more than objects to them! Is this what you wanted?”

“I….I….” Suri was once again at a loss of words. This is what she wanted all along, wasn’t it? To sell the sluts off to the stallions, right? But now that she was finally seeing it in person… and how they treated the mares… her mares… she couldn’t help but second guess her motives…

“I know you’re angry at us, Suri! But this isn’t the way to fix things! This is only going to make the world worse! You’re not teaching us a lesson! You’re just enabling their cycle of hatred in us! You’ve cared for these mares for weeks! Can you honestly say you care nothing about their well-being?”

Reaching a hand through the hole in her cage door, Rarity held an open palm for Suri to take.

“Please….Suri… do the right thing! Call off this horrendous deal! Don’t let them go through with this!”

Suri looked between Rarity’s outstretched hand, to the begging unicorn’s face. Pausing for a long moment.

“…..No, you know what? No!” Suri exclaimed, roughly grabbing the unicorn’s hand. “It’s your fault we all have to live like this now! It’s your fault my gender is looked at and treated like nothing more than a fuckable farm animal! You deserve this!!” Suri practically shouted, pulling out an injector from a nearby cabinet and shooting the drug directly into Rarity’s arm. The unicorn didn’t struggle, she kept her pleading eyes on Suri the entire time as her rapidly beating heart carried the drug quicker through her system. The pair remained motionless until the unicorn’s eyes slowly slid shut into a deep slumber, before Suri pushed her back onto the cage’s mattress.

“.....For what it’s worth, Rarity… I’m sorry...”

~~~~~~~~~ ~~~ ~~~~~~~~~

Suri stomped downstairs where the group of stallions were busy packing the remaining mares into their cases and carrying them onto the boat outside. Spotting the fashionista the unicorn boss smiled and walked over to greet her.

“There she is! There’s the mare of the hour! Haha!” He exclaimed, proudly patting Suri on the back. Suri attempted to give a smile in return, but it came out weak and conflicted, not that the stallion noticed. “You know I had my doubts about this deal you set up, but I gotta say, you came through for us! More than we could have hoped! You and I are going to be very rich ponies, my friend!”

“Heh… great,” Suri sighed.

“Yep! Them mares are worth a few thousand bits a head. Serious money!” The unicorn chimed happily. He watched as his men fished out a slumbering pegasus from her cage, the three of them taking a break to marvel at this mare’s strange ability to bend back and forth as if she hadn’t the faintest hint of a spine in her back. “Hey! Back to work!” He shouted.

“Heh… that’s Blossomforth,” Suri chimed in, giving a small smile. “She… she always has the biggest smile on her face when I come to fed her….”

“The fuck?! Who gives a rat’s ass about what their names are? Their owners will call them whatever the fuck they want to call them!”

“Ummmmm, ok... B-but… they’ll survive at least? You said Appleloosa is a thriving town now, isn’t it?”

“Yeah… for stallions it is. Heh, and who knows. With all the things we force these girls into doing… I sure as heck know I wouldn’t survive in such a place for long if I was a chick…”

Suri began to sweat now, biting her lips as well as her eyes darting back and forth before settling on the workers. They easily jammed Blossomforth in her own brief case, locking her inside. As Blossomforth was being carried off to the boat, they were already reaching for Moondancer’s prone form.

“Wait….” Suri spoke up, drawing the attention of the unicorn boss. “Put them back.”

“WHAT?!”

“You heard me… Return the mares to their cages and leave... I need some time to rethink our deal.”

“You’re kidding, right? Is this some kind of joke? We spent days traveling to this god forsaken city for this! We’re not leaving this place empty handed!”

“Well that’s just tough luck! But I’m putting my foot down on the matter!” Suri exclaimed, turning to the unicorn boss and staring him directly in the eye. “Bring them back! NOW!”

With a starling unexpected force moving faster than she could have seen, a calloused hand swung around, a hard and cold slap landing directly on Suri’s cheek. The mare recoiled horribly from not only shock of the attack, but pain as she stumbled to the floor, the wind knocked out of her lungs. Her vision was a daze as the world seemed to spin around her, coupled by a burning hot sensation left on her cheek. The stallion slowly approached the mare on the ground, cracking his knuckles as he looked down onto her.

“So…. this is what I get for my generosity? Huh? Working with a lowly mare… and at the last minute she tries to screw us all over. I knew there was a reason things like you were only meant to be our fuck slaves. Well… serves me right for attempting to keep an open mind…”

The unicorn signaled for the other three men, who had just finished loading Moondancer onto the boat. The trio came running over as Suri weakly attempted to crawl away on her arms. Her mind running a mile a minute attempting to come to terms with everything that was happening through the pain.

“I just want you to know, mare, that I was perfectly willing to split the profits from our sale with you. But if you are so insistent on us taking the full cut, plus a certain extra sex slave, I’m afraid me and the boys have no choice but to accept your kind offer… Of course, after my men have had their fun breaking in a bitch who doesn’t know her place in the world…” With that, the unicorn snapped and pointed his finger to Suri, the trio of stallions sneering as they approached the trembling mare.

“NO!!!” Suri yelled at the top of her lungs as the stallion’s hands came raining down on her. Grasping ahold her priceless top and violently ripping it from her body as if it were nothing more than paper. Her many attempts to squirm out of their grasp seemingly accomplishing nothing as the men repeated the same process with her skirt, tearing the fabric from her legs and utterly ruining the garment in the process

“Please stop!!” Suri cried out, tears starting to fall across her cheeks now as she watched helplessly from below as the men gazed with mad lust at her mere underwear clad body. Grasping her bra with all her might proved to be ineffective against their strength as it too was literally torn from her body. Another stallion taking impish glee as he pulled the panties from the mare’s squirming legs, stuffing them in his pocket for later. “Pleaseeeee! Just leave me alone!!! I’m sorry!!!!” Suri was bawling now, tears streaming in full force down her face and onto the concrete ground below. Unfortunately, it only served to motivate the crazed stallions on further, who held her arms and legs out as her now completely exposed form was theirs to gawk at.

“Help! Somebody! Plea-!!! Before Suri could cry out again, another hard slap landed to her cheek. The now crying and shaking mare lay silent as the men fished their hardened throbbing members from their pants. The size of which seeming as though any one of them could split her in half. From the looks they gave her holes it was obvious they weren’t going to be the least bit gentle… or be taking turns…

“Hah… pathetic…” The boss stallion could be heard saying from the sidelines. “A few slaps and the bitch is already on the ground begging for mercy. She hasn’t experienced anything yet. Take your time with her, boys! Show her what it’s like to be a proper female! We aren’t in any hurry here after all! Heheh. And like we always say! Might makes right!” He finished, levitating over another open black brief case, setting it down besides the group, as if to remind the mare of her new cramped home that awaited her.

The three stallions laughed in agreement and at the poor mare’s weak attempts to desperately crawl away before dragging her back with their magic and repeating the same process. Never in Suri’s life did she feel as scared and weak as she did now. So helplessly afraid, powerless to stop what she knew was coming… Her heart starting to ache in sorrow as part of herself just wanted to go limp and get it over with, the other part wanting the entire world to swallow her up. She didn’t even know if she would survive the ordeal! She was at the complete mercy of these men’s desires! And no one would care if she simply vanished from the face of the planet! Another slap to her face, harder than the rest, broke the mare’s concentration, bringing new tears raining down from her cheeks as she pleaded with the men for forgiveness. The only thing she could do…

But as that scene played out, the head unicorn spotted somepony over by the wall of the warehouse, watching them. Alone and unmoving, she simply watched everything as it happened.

“Awwww, what do we have here?” He announced, approaching the lone naked and collared mare with a distinctive rose cutie mark on her rump. “Little mare didn’t take enough of her night-night drug and woke up early? Heh… I can’t blame you for wanting a good look of the action, but why don’t you be a good little mare and wander back to your cage and wait for us to finish up here, hmmm?”

The mare just stared with unblinking eyes at the three workers on an endless gleeful spree of abusing Suri. After a moment, she turned to the unicorn and spoke.

“You aren’t very nice stallions… are you?”

“Oh ho ho! Looks like we got ourselves a back talker! Well… I think we know how to deal with your kind…” The brawny stallion snickered. He turned, appearing for a moment as though he was about to walk away from the mare, but then abruptly swung around, his backhand landing directly on the mare’s cheek. The loud sound of the impact echoing throughout the warehouse. Bullseye!

Except…….… the mare’s face hadn’t budged a single inch from the blow… and on top of that… his hand hurt now… a lot!”

“AAAA! The fuck!?!” The unicorn stallion screamed, clutching his hand in pain. It felt like he had just tried to slap a brick wall. The mare didn’t respond, she was just staring at him now, with dark soul crushing eyes…

“You little fucking bitch!!” He shouted in rage, this time going for a more direct approach, aiming a punch with his good hand directly at the mare’s stomach. His hardened fist hit its target true and… it hurt like hell once again at the moment of impact. “DAMMIT!” The stallion screamed in pure agony now, clutching his hands. Before he could react more, the mare’s slender hand found its way around his neck, grasping it in a vice-like grip as she hoisted him off the ground as though he weighed no more than a pencil. The unicorn struggled in the mare’s grasp helplessly, trying, in vain, to dislodge himself from her grasp. All the while firing deadly magical bolts of energy from his horn that bounced off the mare’s body harmlessly. As he flailed in her grasp, his eyes caught the distinctive sight he had missed of the cage this mare had once occupied. The door of the cage appeared to have been punched clean off its hinges!

“It’s funny you say that…” The mare spoke in a completely differently tone… A dark, ominous, and angry voice, not fitting at all for a cute looking mare like her! “Because I know exactly how to deal with stallions such as yourselves….” She said, dragging the helpless stallion by the neck as she approached the others, finally gaining the attention of the three workers that stood above the now curled up form of Suri Polomare, their members poised and ready to fuck mere inches away from her two lower entrances. The stallions quickly paused their rape and leapt to their feet, preparing to fight the mare approaching them.

“Oh yes….I have something extra special in mind for cretins like you….” Before the trio of stallions could jump at the approaching mare, their heads were encompassed by a strong green glow. Without the faintest hint or warning, their heads were abruptly slammed downwards into the hard concrete ground. They were out like a light in an instant. Their entire world faded into darkness….