Sexual Escapades of a Loneling

The sun was rising over Ponyville, the first inhabitants just starting to set up their shops and business, most of them still groggy in these early hours. Sweet Mercy watched the town awaken from above, the pegasus gliding lazily between the clouds, her hazel mane flowing in the soft breeze. She yawned hugely, putting a blue hoof in front of her mouth, least she swallow a bug or two. She was about to begin her descent towards the police station when a glimpse of lavender caught her attention. Focusing on the distant spot she saw princess Twilight fly towards the other side of town, apparently headed for the Everfree forest. Curious, Sweet Mercy veered off in a tight turn and followed the alicorn, quickly gaining on her.

“Hey!” Mercy shouted when she was close enough. “Princess! Wait up!”

Twilight looked over her shoulder and her expression soured when she saw the pegasus approach. She audibly grumbled but slowed down nonetheless, allowing the police mare to catch up. She was still looking like she had just bitten into a lemon when Mercy sided with her, the pegasus gulping when she noticed her expression. Sweet Mercy coughed to break the tension, but that only earned her an annoyed flick of purple tail.

“Sooo… hi.” Mercy smiled awkwardly.

“Hello.” Twilight replied curtly, still looking ahead. “I see you have been released from the hospital.”

“Yeah, I just had a couple of bruises and the obvious…” She winced. “… internal trauma.”

“Nothing serious I hope?” Twilight’s voice softened a little, concerned despite her dislike for the police mare.

“Nah, I’m good.” She chuckled. “Doctor had a nasty surprise when he healed my insides though. Poor sod was looking inside me with a speculum to heal my uterus, shrinking it down to normal size.” Mercy laughed out loud. “I guess I still had a lot of spunk in my baby maker and he was right in the blast zone!”

Mercy’s laughter died in her throat when Twilight shot her a withering glare, the alicorn not at all amused to be reminded of the events from the previous day. They flew together in an uneasy silence for a couple of minutes, then Mercy tried to break the ice again.

“So, where are we headed Ma’am?” She tried to sound as reverential as possible. “Anything to do with the investigation?”

“I am going to follow up on a lead.” Twilight replied drily. “You are to report to your superior officer for your disciplinary sanctions.” She narrowed her eyes. “Since you are most likely off the case I can’t permit you to accompany me.”

“Oh, that.” Mercy waved her hoof dismissively. “The Chief gave the medics a note when they carted me off, I’m getting a reprimand and a compulsory attendance at a seminar on ‘sexual misconduct in the work place’.” She snorted. “He has a stack of those little notes already written in his office, it’s faster than giving me a verbal lashing everytime.”

“I can’t believe this!” Twilight groused indignantly. “How are you still a police pony with such an appalling grasp on ethics!”

“Extenuating medical history and a good union.” Mercy smirked despite herself. “He wouldn’t want to make me feel discriminated for my crippling disability, now would he?”

Twilight growled softly, trying to ignore the cocky pegasus at her side. Mercy eyed the younger mare with amusement, then looked ahead, spotting their destination.

“Fluttershy’s cottage?” Mercy tilted her head curiously. “What does she have to do with Loneling?”

“That’s what I’m trying to find out.” Twilight grumbled. “It was kind of dark, so I can’t be positive, but I think I saw her yesterday.” Mercy shot her a confused look. “In his memories.” She clarified.

“His memories?” Mercy quirked an eyebrow. “I’m pretty sure reading a prisoner’s mind during an interrogation is strictly forbidden.”

“Not reading, watching.” Twilight clarified with a huff. “I used a spell of my making to let him display his memories, he had total control over what he showed us.”

“That still sounds kinda close to mind reading.”

“Oh, so now you are a stickler for the rules?” Twilight nagged.

“If you are messing with my stallion’s head, then yes.” Mercy answered, a hint of warning in her tone. She then snorted with humor. “But if you want to mess with his other head though, you can go right in.” She bumped her hips with Twilight’s, making the alicorn wobble in the air. “I mean I wouldn’t blame you, he’s the best lay I ever had.” She flicked her tail, letting it brush against Twilight’s rump, making her shiver. “If you can let me watch it would be grea…”

“Lieutenant.” Twilight cut in coldly. “Stop that.”

Sweet Mercy smiled lecherously, opened her mouth to spout some more obscene jokes, then she jerked back. She shook her head vigorously, clearing her mind of all the dirty thoughts, her expression sobering instantly. She grumbled a few words that might have been an apology and gave Twilight some space, a soft blush coloring her cheeks. The alicorn gave her a calculating gaze, then sighed.

“And here I thought you were making it all up.” She said begrudgingly. “But you really are mentally ill, aren’t you?”

“You can say ‘completely crazy’, I don’t mind.” Mercy chuckled. “But yeah, I can’t really control myself sometimes.”

“I’m really sorry…”

“Don’t be.” Mercy interrupted with a smile. “Been a while since I came to terms with it, it’s who I am.” She then licked her lips, her flanks quivering. “And I just found myself a stallion capable of satisfying my needs.” She shuddered with glee. “So kind… so attentive… so biiiig!”

“Hmm…” Twilight gulped, distancing herself a little more. “That’s nice?”

“Oh yeeeeah…” Mercy murmured dreamily. “He really is. I don’t even know if I can be satisfied by a normal stallion after the way he pounded me into the ground.” She hummed lustily. “Not to mention the way he rammed his knot into me or the gallons of spunk he pumped inside my…”

“Oh look at that, we’re here!” Twilight rushed to interrupt. “We’ll continue this conversation never.”

The two of them landed in front of Fluttershy’s lawn, critters scurrying everywhere to hide from the intruders. Twilight trotted hurriedly towards the door while Sweet Mercy followed with a goofy grin on her muzzle. The alicorn knocked, her ears perking up when a little squeak sounded from inside. She didn’t have to wait long before the door cracked open, a teary azure eye peering at her carefully.

“Twilight?” Fluttershy pulled the door open, her soft voice carrying obvious nervousness. “What are you doing here so early?” She shrunk back with a wince and rushed to add, “Not that I don’t like having you visit me!”

“Sorry to bother you Fluttershy, but I need to ask you some things.” Twilight put on a reassuring smile. “It’s important.”

“Hmmm, okay…” She stepped aside, waving her friend inside with her wing, Twilight stepping in after wiping her hooves. Fluttershy then eeped when she saw Sweet Mercy approaching, shrinking back like a mouse caught in a corner by a cat. “M…Mercy?”

“Hi Flutters.” The smirking pegasus nodded. “It’s been a while! How is my little duckling doing?” She chuckled when Fluttershy whimpered, blushing madly.

“You two know each other?” Twilight raised an eyebrow, looking from her friend to the police mare.

“Oh, just a little bit.“ Mercy nuzzled the shy pegasus as she passed the door, Fluttershy blushing crimson, although she didn’t jerk away from the contact. “Aaaw, are you embarrassed because your friend is here?” Fluttershy squeaked in protest, hiding behind her mane. “You’re such a cutie pie!”

“Is she bothering you Fluttershy?” Twilight gave the police mare a warning glance. “If you want I can make her leave.”

“No no, it’s okay.” Fluttershy whispered. She hesitated, then gave Mercy a quick nuzzle in response, a bashful smile appearing on her lips. “I was just… surprised.”

Twilight stared at the two of them, her eyebrows rising into her mane. Her eyes ping-ponged between the two mares sharing a moment, the gears in her mind turning at full speed. Mercy saw her horrified expression and snorted with humor, her wings opening to give Fluttershy a gentle hug.

“It’s not what you are thinking.” Mercy said with a chuckle, giving the blushing pegasus a squeeze. “Flutters is practically family. She’s my little baby girl, aren’t you?”

“Not a baby anymore…” Fluttershy mumbled, fidgeting in the feathery embrace. She saw Twilight’s confusion and elaborated. “Remember my cutie mark story, when I fell down from Cloudsdale?” She nodded to the older mare. “Mercy found me stranded down there.”

“I was just a young sergeant at the time.” Mercy reminisced with a wide smile, looking at the ceiling. “Went to investigate the rainbow explosion, then found this little cutie getting chummy with a bunch of wild animals.” She shook her head at the memory. “Had to carry her back to Cloudsdale, got to know her folks and became good friends with them.” She released Fluttershy and looked around the cluttered home. “Then she came to live in Ponyville of all places, next to the Everfree no less, so her mother asked me to transfer here to watch over her. Poor little baby leaving the nest so soon, good thing aunty Mercy was here to help you!”

“Not a baby…” Fluttershy repeated, her soft voice mingled with exasperation. “I didn’t need help…”

“Really?” Mercy smirked. “Remember your first Nightmare Night here?” She laughed out loud as Fluttershy disappeared behind her mane. The police mare shot Twilight an amused glance, chortling. “I slept with the poor filly shivering in my bed, had to cancel a couple of dates that night.” She then turned to Fluttershy, patting her head. “Poor baby was afraid of the mummies and ghouls.” She cooed. She then tilted her head, her wings prodding Fluttershy’s belly. “Hey, did you gain weight? Is my little duckling getting fat?” She said teasingly.

Twilight watched with a baffled expression as the two pegasi squabbled affectionately, not knowing what to make of this. On one hoof it was clear Mercy and Fluttershy shared a history together, but on the other she couldn’t forget the first impression she had gotten from the police mare, putting her in the precarious position of disliking somepony a friend held dear. She tried to think back on all the friendship lessons to see if she had a solution for this kind of conundrum, but the closest thing she could bring up was Gilda. Or Cadance during the wedding… She shivered as Chrysalis’ fanged face flashed in her mind and she remembered why they were here. She cleared her throat, catching the attention of the two mares.

“Sorry to interrupt, but we came here for something important.” Twilight said with a grave expression. “I need to ask you some things Fluttershy.”

*******************

After everything was over, Trixie and her assistant left the… hmmm… theatre. Yes Mercy, the place you told me about. Yes, they gave me a discount when I told them your name. No, I won’t tell you what happened in there. Because it’s too embarrassing… What do you mean you already know, Twilight? What? You saw?! The whole thing?! *Squeak*!

No… No, I’m the one who sould be sorry… It’s just that I was curious and I was frustrated and I couldn’t sleep anymore and I needed to… unwind. I almost didn’t went in, but then I saw the poster for the next show and decided to give it a try. It said that Trixie would be… performing, I wanted to see what she was up to. Then… *whimper* I got lost in the moment. Yes, I brought your… toys, they are in the bag. Of course I washed them! Though I think I lost one of your… *eep*… vibrators. I’m really sorry Mercy…

I agree Twilight, this really is awkward… Are you sure you want me to continue?

Okay…

Anyway after the show was over I kind of followed them. I was curious about Trixie’s changeling: the posters said he was tamed but changelings are not animals, they can’t be tamed. I was scared she was keeping him prisoner, especially with the way she kept whipping him after they got back into the caravan. I watched through the window, Trixie left one of the curtains slightly open. No, I didn’t go to the police. Why? Well, because he was… enjoying it. Very much so. Please stop laughing Mercy, this isn’t funny… No I didn’t play with myself while watching them! I didn’t! I swear! … I don’t think I can do this anymore… Wait, no! Don’t tell mom about this! I’ll keep going, just don’t tell her!

After they were… done, Trixie kicked Loneling out, yelling a lot of bad words at him. What’s weird is that he didn’t even flinch, even when she threw a frying pan at his head. He just dodged and looked at her with a confused expression. He even levitated the pan back to Trixie before she slammed the door shut. When he asked her why she was mad, she just yelled at him to go away. And he did. I saw her watching through a window as he trotted away, she looked kind of sad. I think she saw me too, hiding on a roof, but I ducked before I could be sure. When I looked back the curtain was closed, so I followed the changeling.

Ponies kept staring at him, a lot of them pointing and whispering to one another. It was kind of rude actually, but he didn’t even seem to notice. He just kept sniffing the air, his ears perked, tail twitching, just like a predator looking for prey. No, no, don’t worry Twilight, he wasn’t hunting ponies. Well actually he was, but not like you are thinking. From what I understand he was looking for… partners. I know you really dislike changelings after what happened at your brother’s wedding, but trust me, this one isn’t dangerous. After some wandering he perked up, then hurried towards a bar, one that I recognized. Yes, it was one of the other places you told me about Mercy. Yes, the one with the… holes. Yes… I followed him inside… I was worried about him, okay?

The bouncer was really nice to me, he told me where Trixie’s assistant had gone with a big smile. He even gave me a hoof-stamp to let me drink for free. He stamped me several times just to be sure, my flanks were covered once he was done. Uh? Yes, he put the stamps on my rear, he told me that he didn’t want to mess my face with ink. He was such a gentlestallion! Hmm? Why do you want to know what he looked like Mercy? Why do you look angry? I don’t remember, I was a little nervous to be there to be honest.

In any case, I was allowed to go in… But I almost wish I wasn’t. I really hate clubs. The music was loud, there were ponies dancing all around and it was dark, lights blinking in and out. I went to the back of the room as fast as I could, but I was still accosted by a dozen stallions on the way over. I don’t think they heard me over the noise, but when I pointed to where I was going they all smirked and nodded. I saw a few of them following, so I went a little faster. The door to the back room had another bouncer, a mare with a clipboard. She looked me over with a quirked eyebrow, then she shot the stallions following me a quick glance.

“Hey there.” She had a raspy voice, deep and gravely. “You here for some fun?” She kept a neutral expression, eyeing me carefully.

“Hmmm… Yes?” I gave her my best smile, but I think it came out as nervous.

“First timer uh?” She harrumphed, scanning her note pad. “I’ll set you up with one of the regulars then, he’ll teach you the ropes.”

“Hmm, actually…” I flinched back when her eyes flicked back to me, she looked a little annoyed, I think. “Sorry, but I was wondering if you saw a changeling come through here?”

“You want the ‘ling?” She was surprised, then shrugged. “Alright, I thought I would have a hard time finding a match for him, but I guess there are tastes for everything.” She looked over my shoulder. “Do you want to sign up for a few turns? I think you have some admirers.”

“Uh?” I looked back, then shivered when I saw a dozen stallions watching me with eager eyes, all of them listening in. “No, thank you…” I whimpered. The groan of disappointment from the crowd made me flinch, but at least they stopped ogling me. Most of them did, anyway.

“Alright then, one round with the pet changeling it is.” The bouncer noted something in her clipboard. “Booth number six, left side.” She pushed the door open, ushering me inside. “If you have an issue there is a button on the wall, if you need any help press it and I’ll come to sort things out. Have fun.” She then closed the door behind me, leaving me alone.

The room I was in was dimly lit, the walls lined with posters for… adult shows all over the city. There were three doors, one behind me and two at my sides. The wall in front of me had a big poster with a bunch of warnings. I gave it a quick glance, gulping when I read the line saying the establishment is not responsible for possible pregnancies, followed by some legal lines about liability. It had Princess Luna’s seal at the bottom, proving its authenticity. Yes, I’m sure it was real Twilight. You can ask Mercy about Luna’s acceptance for this kind of establishment if you want, she knows a lot more about that than me.

The two doors at my sides had signs over them. The one on my left had an arrow pointing away from a circle, with the word “out” under it, while the other had an arrow pointing towards a circle with the word “in”. I followed the bouncer’s advice and went to the left, then I found myself in a long corridor turning right. The walls were white and bare, doors lining up the right side all the way to the end where a sign reading “exit” was glowing. Every door had a number, a little light perched above, most of them glowing red. At that moment I heard some commotion in the entrance room, somepony was coming in. Scared, I rushed to door number six, a green light shinning above it. I quickly opened it and jumped inside, the door made a strange clicking sound when I closed it and locked the bolt.

This room was cramped and dim, a weak light shining from above. I could smell a lingering scent of detergent, with a musky undertone that made me gulp. I saw the red button the mare had told me about, but my attention was focused on the hole opposite the door. It wasn’t very large, you could maybe fit your hoof in it, but I could see a glimpse of a similar room on the other side. I crept closer to it, bending my neck down to look into it. I almost fell over when somepony spoke from the other side.

“Greetings pony of Equestria, I am Loneling, Trixie’s former changeling companion and I come in peace. As the unofficial ambassador for my hive, allow me to present you the best we have to offer.”

I tried to see him through the hole, my nose almost pressed against the wall, but I could barely see his dark carapace in the gloom. I heard him grunt, his hooves hitting the wall as he reared up and I heard a strange sound, like a snake slithering out of a wet pipe. I think I saw something move and I barely had the time to flinch away before I was blindsided by something big and hard. I reeled back, holding my bruised nose, squeaking in surprise. When I looked back at the hole to see what had hit me, I think I almost fainted.

I had never seen a real stallionhood from this close before, and certainly not one like this. When I thought back to all the… hmmm… magazines I read and the few times I had caught a stallion out of his sheath, I couldn’t help but gawk at the strange changeling organ. It had the same general form as a pony, with a blunt head with a rounded tip and a long shaft emerging from a wider medial ring, but that’s where the similarities ended. For one, it was big. On par with the most endowed stallions in your “plus size stallions” magazines, Mercy. It was also off-white, with a hint of green hue, the surface glossy and see-through. It was kind of scary actually, throbbing and bobbing in the air just in front of me. I inhaled sharply when I saw a few drops of liquid leaking from his tip, a strange smell making my head swim.

“Hello?” Loneling knocked on the wall, sounding confused. “If you wish I can change my appearance to match your preferences.” He began to withdraw his length. “But if you dislike changelings too much…”

“No!” I rushed to say, afraid to seem insensitive. “Don’t go, I just wanted to talk to you!”

“Oh.” He paused, his shaft bobbing up and down, then he pushed it into the hole once more. “Is ‘talk’ another pony code-word for mating? Like ‘coffee’ or ‘indoor sport’?”

“N…No… Or at least I don’t think so.” I eyed his jerking length fearfully, shuffling closer to his wall while keeping it as far as possible. “I just wanted to make sure you weren’t being mistreated by Trixie.” I bit my lips, watching it throb just next to me. “I know she can be a big meany so I was afraid for you…”

“Oh, that is really kind of you.” Loneling sounded pleasantly surprised. His thingy seemed to agree, a few more drops of liquid oozing from his tip. I shuffled my hooves back from the spreading puddle, my breath becoming short as a musky scent began to saturate the small room. “But you should not worry, I am perfectly fine. To tell you the truth Trixie has decided that it is best if we part ways, she seems to think I am a danger for her health.” My body was beginning to burn with a strange need, my head swimming just like when Rainbow Dash made me drink that cup of hard cider. I felt my private area heating up, the same frustration I had taken care of with the theatre returning in full force. “I really don’t see how I can be a danger to anypony.”

At this point I wasn’t really listening, my eyes following each bob of his length, hypnotized. I think he asked me something, but I could only focus on his leaking tip, my tongue starting to dart out on its own. Up until that point I had always been afraid to be intimate with stallions, I thought they could hurt me since they are so much stronger, but with him stuck behind that wall… I was totally in control. The more I breathed in his scent the more confident I became, forgetting about my worries and fears. It felt… nice. I don’t know when I started to drool, but I had to wipe my mouth with a hoof after a while. And that’s when things got a little wild.

You see, I hadn’t noticed that the puddle of sticky goo had reached my hooves, so when I wiped my muzzle with it… I smeared his fluids all over my face. My nose was instantly filled with his musk, some of it even leaking inside my mouth. It was so strong and tasty… I had to have more. Before I even knew what I was doing I found myself a breath away from his tip, my tongue just shy of licking some of his leaking nectar. I stopped myself just in time, his thingy almost brushing against my nose, one of my hooves straying between my thighs. I just breathed in his scent like a dog in season while I played with myself, my lady parts soaked with my own naughty juices. I couldn’t believe how horny I felt, my privates were winking like never before around my hoof, begging to be stuffed. But I had left the toys in my saddlebags on the rooftop, so the only thing I had were my hooves… and his stallionhood.

But his thing was so big, so alien, I was still too scared to touch it. So I just rubbed myself like a filly in heat, my hoof digging into my folds, inhaling his musk drunkenly. He must have felt my breath on his tip, because he started to back away, his shaft disappearing through the hole. I whined in protest and leaned forward, following the leaking organ, panting needily. I opened my mouth to beg him to stay, but I didn’t need to. I heard him grunt again and his shaft rushed forward, surprising me. I just had the time to jerk back before his tip brushed against my lips, a squirt of warm goo spurting from it. I leaned back, going cross eyed as I watched the gooey strand linking my muzzle to his quivering tip and I couldn’t stop myself from licking my lips. The strand broke, flicking speckles of musky fluid everywhere, but I was too busy savoring his masculine taste to care.

Once again he started to withdraw but this time I waited for him to thrust back in, holding my muzzle just out of reach. When he humped into the wall again his spurt was more powerful, his sticky secretion splashing on my face, some of it landing on my mane. I heard him groan, as if he was in pain, his length throbbing with need. I realized I was being mean by teasing the poor stallion, my breath making his flare expand when I exhaled, so I decided to be kind to him. Trembling in fear and excitement, I leaned forward carefully, panting more and more. I closed my eyes and stuck my tongue out, my hoof digging into my folds as I prepared myself.

When I gave the first lick I felt his tip quiver and expand, his breath hitching in pleasure. The second one was more confident, running around the edges of his flare, felling the weird segmentation on it. Then I got bolder and ran my tongue from the bottom of his glans to the top of his flare, going over his leaking hole and collecting a healthy dose of his nectar. The musky flavor invaded my mouth, the scent making my head swim while my hoof rubbed on my filly parts faster and faster. I began to lick his tip like a big round lollipop, dollops of gooey liquid constantly flowing into my mouth. I could feel his smooth flare pulsing under my ministrations, his groans and moans making it clear I was doing a good job. I felt strangely proud actually…

After some time I could not keep up with his production, his stallion arousal trickling down his length, strands of it dripping from my chin. It was a mess. I felt bad for the pony that would have to clean everything up, not to mention letting all of this yummy goodness going to waste, so I decided to change tactics. I locked my lips around his leaking opening, giving his flare a kiss, then started to suck. He obviously enjoyed my new method because he started to hump into my muzzle, every thrust bringing a new load of musky goodness. I hummed in appreciation as I suckled on his tip, one of my hooves grinding between my thighs while I grabbed with length with the other, trying to keep it steady.

Before long I was gulping down a surprising amount of pre-ejaculation, I had to bob my head along with his trusting shaft to avoid spilling any of it. Little by little my mouth was starting to open around his curved tip, his production leaking into my mouth constantly, my lips brushing against the edges of his flare. He began to give shallow humps, his length retreating progressively through the hole, making me follow after him without thought. I didn’t realize I was coming closer to the wall until my nose bumped against the wall, his tip leaving my lips with a noisy *Mwah*.

I whined in displeasure as his precious honey spilled on the floor but he quickly shoved his shaft back in and I returned to my suckling. From this position he could hump into my muzzle more forcefully, his tip starting to pry my jaws open as it slowly began to sink between my lips. I liked the idea of him using my mouth like a sex toy, so I didn’t back off, even when my jaw began to ache. Then, after a particularly rough thrust, his flared head suddenly popped into my mouth fully. My eyes widened as I heard him grunt in pleasure and I didn’t have the time to escape before he pushed his length deep into my mouth. Not that I wanted to escape really…

I placed my hoof against the wall to steady myself, the other fervently working on my cunny, letting him thrust into my mouth with wild abandon. My tongue ran all over his shaft and flare as it went in and out, his tip sinking deeper and deeper. I had to swallow regularly as his tip continued to leak like a broken faucet, my senses completely focused on the intruder in my mouth and it musky flavor. I could see his length going in and out of the hole, I could feel his smooth shaft gliding between my lips, I could hear the obscene slurping noises I was making, I could smell his scent permeating the small room and above all I could taste his virile musk completely invading my mouth.

After some time his thrusts were pushing him closer and closer to my throat and I had to lean back to keep him from hitting my uvula. His squirts were spurting directly into my gullet, his flare scraping on my palate, my tongue trying in vain to keep him from going any deeper. He was snorting like a bull on the other side, I could hear his hips bumping against the wall, unable to thrust any deeper. I could feel his frustration at his inability to hilt inside my mouth, his tip just shy of sinking into my throat. Once again I felt bad for him and I decided to try something I had seen during Trixie’s show. Taking a deep breath I relaxed my jaw, bent my neck… and thrust my head forward just as he humped into my mouth.

I immediately started to choke, his tip ramming down my throat without mercy. To be honest it kinda hurt and I couldn’t breathe at all, but he must have heard me gurgling because he immediately withdrew completely. I fell back down, coughing and hacking, spraying drool and precum all over myself. I heard him ask something, but I was couldn’t make it out as I was heaving for air, trying to breathe through the mess in my throat. He said something else, a hint of worry in his tone, then I finally managed to take a deep breath. As I laid there panting he babbled something about teleporting in and helping me, but I could only answer one thing.

“More.” I rasped, my voice rough and coarse, but full of confidence. “I want more.” I had completely lost myself to my lust.

He hesitated for just a second, then he shoved his big fat cock back inside. I almost threw myself at it, gobbling it up without a second thought, not minding the slurping sounds at all. In a matter of moments he was thrusting into my mouth once more, but he didn’t have to. I was bobbing my head back and forth, working up the courage to take him back into my throat. I sucked on his meat pole desperately, my hooves digging into my soaked pussy, playing with my clit, sending shivers up my spine. My slutty cunt was burning up with need, my folds quivering as I ground my pussy on the puddle of precum he had left, the fire barely quenched when I pushed his juices inside. I heard him moan out loud as I sucked more forcefully. I wanted to hear him moan again. I needed to know I could satisfy him. I took a deep breath, then bobbed my head forcefully.

This time I was ready for it. When his huge cock was shoved down my throat I swallowed around it, pushing it deeper, massaging it as it plunged into my gullet. I squealed in satisfaction as my nose bumped against the wall, meaning I had managed to take everything he had to give, my slit squirting a heavy spray of mare juices all over my hooves. I gagged around his girth but I managed to keep him hilted for a few more seconds, then I threw my head back. His tip travelled all the way back to my mouth, time seeming to stretch as I watched his length reappear from between my lips, the sound of his cock slipping out of my throat resonating around the room. As soon as his flare popped out of my throat I took a deep breath, gurgling on drool and precum, then I quickly shoved his cock back in. I could hear his breath becoming ragged, his shaft jerking constantly, his release coming closer. I had never felt as satisfied before in my life, then when my hooves brushed against my clit my mind when blank.

I cried out in pleasure as I was blindsided by an incredibly powerful orgasm, my legs locking up around my rubbing hooves, a gurgling cry escaping around his cock, his girth still lodged deep into my throat. My desperate pussy convulsed, spraying marecum everywhere, my whole body quivering in bliss. Loneling must have been too impatient to wait for me because he started to thrust into my throat, his pants resonating through the wall. I just let him deepthroat me as he pleased, too lost in pleasure to react, my orgasm coming in waves of mind-numbing bliss. He was always mindful to let me breathe, but otherwise he took me like a wild animal, his cock plunging inside my mouth pussy without restraints, stretching my throat as it expanded. I realized he was about to blow, the thought of having him spill his seed into my slutty throat making my orgasm soar even higher.

His thrusts became erratic, I could feel his flare stretching my throat as his shaft throbbed between my lips. He just needed one last push. I took a deep breath, filling my lungs as much as I could, then swallowed his huge cock all the way down to the hilt. I heard his breath hitch, his hips humped into the wall one last time, his tip sinking deeper. I had to suppress a gag reflex when his whole shaft swelled even larger, my jaws beginning to become sore from the stretching. Then I felt it. His cock spasmed, the smooth surface of his delicious meat undulating as a huge quantity of something rushed past my lips, the surge dashing into my throat without even slowing down. His flare was painfully hard, I could feel it bulging under my coat, his tip quivering as the onslaught of cum neared its destination.

He made a strange guttural sound as his thick spunk blasted into my stomach, while I could only gurgle in ecstasy as his warmth spread through my tummy. My only regret was that I could not taste it, so I began to lean back. He hissed in protest, just like an angry cat, but I didn’t stop. I was in control. His spurting length kept on filling my throat with his cum as I made it withdraw, my throat convulsing around it as I swallowed compulsively. He started to hump into the wall, clearly distraught as he couldn’t sink his meat fully, but I quickly grabbed his jerking cock with both my front hooves, immobilizing it.

Soon enough his flare scrapped past my uvula and I could finally have a taste of his ejaculation. And he wasn’t selfish with his release, not at all. He grunted when my tongue began to caress his sensitive flare and he was instantly firing more of his yummy baby batter, right into my mouth. At first I tried to swallow it all, but I was enjoying his taste so much that I started to let him fill my cheeks up with his cum. It tasted unlike anything I had ever tried, not at all bitter like I had read it tasted. It was musky and spicy, giving me craving for hot cocoa with cinnamon. My mouth was quickly filled past the breaking point, but his cock didn’t stop firing his thick changeling paste, so to avoid drowning in spunk I had to jerk back and let his cock out.

Cum exploded everywhere, the messy stuff dribbling out of my mouth and covering my chest as I tried to breathe through my nose while swallowing as much as I could. I squeaked in surprise when he shot a long strand of spunk all over my face, the thick splooge mating my fur, heavy and viscous, just like hot syrup. If my mane was messy before, with the speckles of precum everywhere, it was nothing compared to the way his spunk completely seeped into my hair, spreading his scent everywhere.

I fell back, lying on the ground in a dazed stupor as my hooves started rubbing my dribbling pussy once more. Above me his cock spurted more and more, the sticky strands of seed falling all over me, covering me with his love. It was like one of my Neighponese animes... I felt some of his spunk leak between my folds, my cunt spasming to bring his baby batter deeper into me.

The thought of having his changeling babies entered my mind, making me pause just long enough for a couple of sticky ropes to land on my belly. His warmth, his scent, his love, everything made me want more. Gulping down the last mouthfuls of his spunk I spread my thighs and let his seed splash all over my nethers, my hooves desperately trying to push most of it inside me.

“More…” I gurgled weakly, writhing on the ground. “Give me more…”

By that point I was positively covered in changeling cum, my pussy burning as his hot splooge seeped between my folds. I heard him exhale contently and he fired one last powerful rope of gelatinous seed, his essence landing heavily on my belly. I whined in protest when his cock began to flag, my hooves scrambling to push his cum into my thirsty cunt.

“No!” I cried out. “Don’t stop!” I was rubbing my clit like crazy, on the verge of cumming again. “Please, give me more! Fill me up completely.” I felt it build in my nethers, my legs beginning to tremble. “Put your foals inside me! Make me your broodmare and breed me!” I pressed my hoof into my winking slit, my back arching as my orgasm rushed up my spine. “Please take me and use me as your sex sleeve until I’m full of your changeling spunk…”

*******************

Twilight cleared her throat noisily, clearly disturbed by her friend’s tale, squirming on her chair. The two other mares sharing a couch turned to look at her in surprise, Fluttershy startled, Mercy annoyed. The shy pegasus froze, her lewd expression quickly dissolving into mortal embarrassment, a terminal blush instantly burning on her cheeks. Tears began to well in her eyes and she suddenly dove behind the couch with a squeak, whimpering apologies as she disappeared from sight.

“Oh, come on!” Sweet Mercy groaned, throwing her hooves in the air in frustration. “Did you have to interrupt just when it was getting good?”

“Yes.” Twilight deadpanned, her face scrunched up in disgust.

“Spoilsport.” Mercy huffed, then leaned over the couch. “Hey Flutters, you okay?” A low whimper answered her, muffled by a pair of wings. “Yes, you did get a little fired up towards the end, but that’s okay! Though I think you need to cut back on your Neighponese cartoons a bit.” Another mouse-like squeak. “No, of course I don’t think any less of you.” Mercy shot the alicorn a quick glance, narrowing her eyes just a bit. “And neither does Twilight.” The police mare nodded her head, her wings fluffing urgently towards the princess.

Twilight watched the mare fidget at her, Mercy getting more and more agitated as she gestured from her to the couch. Suddenly understanding, Twilight rushed to add her piece. “Of course I don’t!” She said with conviction. “You have nothing to be ashamed of, you where just under the influence of his pheromones.”

“Yeah, pheromones, those are killers.” Mercy chuckled, leaning over the couch to give Fluttershy a gentle pat on the head. “Do you want me to make you a nice cup of chocolate with cinnamon?” Fluttershy mumbled something. “Okay, just come out when you are ready.” Sweet Mercy sat back down, smiling tenderly. She noticed Twilight giving her a suspicious stare, brows furrowed. “What?”

“Oh, nothing.” Twilight jerked back, schooling her features. “It’s just that I thought you would be more…” She twirled her hoof around, trying to find the best words. “… excited by her story.”

“Are you kidding me?” The police mare made a face. “This is my little baby Flutters we are talking about. I won’t get turned on by my little duckling.”

“You seemed to be intent on listening to more of it…”

“Well of course!” Mercy’s voice trembled, her eyes misting over unexpectedly. “My little baby having her first rump, through a glory hole no less?” A sob escaped her lips, tears running down her cheeks. “Getting covered in spunk by a total stranger as she begs for more?”

“Hmm, are you okay?” Twilight said carefully, disturbed by Mercy’s mood swing.

“Yes!” She choked out through her sobs. “It’s just that…” She wiped her nose noisily. “I’m just so…” She hiccuped, then cried out, “I’m just so proud of her!” Mercy began to weep in happiness, hiding her face behind her hooves.

“Oh for pony-sake…” Twilight groaned, watching the older mare devolve into a puddle of mush. “Just what is wrong with you?”

“A lot!” Mercy wailed, then got back to crying like a mother at her children’s graduation ceremony.

Twilight closed her eyes and rubbed her temple, trying to fight off a migraine. Her ears perked up as she heard rustling from behind the sofa and she smiled when she noticed Fluttershy emerging from her hiding spot. The shy pegasus gently patted Mercy on the shoulder, then squealed in surprise as the strong police mare took hold of her and gave her a tear filled hug, cooing congratulations. Fluttershy gave Twilight a contrite look, still blushing madly.

“Sorry…” Fluttershy mumbled, looking down. “I don’t know what came over me… I was so vulgar…”

“Don’t worry, I’m just happy you’re okay.” Twilight gave her friend a reassuring smile. “And your story was very… helpful. It helps us confirm a lot of things I was having doubts on.”

“Really?” Fluttershy grinned bashfully, despite being soaked in Mercy’s tears. “I’m glad I could be useful…”

“At least nothing too bad happened to you.” Twilight exhaled, relieved. “You have no idea how bad it could have been if you had had actual intercourse with him…”

“Hmm…” Fluttershy fidgeted, interrupting her friend. “Actually…”

“No…” Twilight’s eyes widened, horrified. “Please Celestia don’t tell me you two…”

“… Yes.” Fluttershy squeaked.

“Wha... How… Guh?”

“I think I passed out after… I… peaked, so he brought me to a safe place.” Fluttershy hid behind her mane. “Trixie’s caravan…”

“So you and him…”

“And Trixie…” Fluttershy added in a whisper.

“MY SWEET LITTLE BABY WAS IN A THREESOME!” Mercy cried out, hugging Fluttershy even tighter.

“I… I can’t…” Twilight’s mind was swimming with unwelcome images, her wings beginning to unfold despite herself. She shook her head rigorously, trying to push Trixie’s smirking face away from her thoughts. “Please tell me you didn’t let him deposit his eggs inside you!”

Fluttershy squealed and instinctually crossed her hooves over her belly, but not before Twilight could take a more careful look at it, seeing the innocuous bulge under her coat that she had mistaken for a slight belly pudge. Twilight inhaled sharply, her horn sparking in outrage, while Mercy wrestled with Fluttershy’s hooves to get a good feel of her stomach. The police mare barked a strange half laugh half sob, rubbing the slightly distended coat.

“My little baby got knocked up!” Mercy blurted, ecstatic. “Now we’ll truly be family!”

“Uh?” Fluttershy mumbled, confused.

“Loneling is my special somepony!”

“… what?”

“And since I’m your unofficial auntie it means he’s your uncle!”

“… I lost my virginity to my uncle…”

“And got pregnant too! I’m so happy, I can’t wait to tell your mom and dad about this… Hey, are you okay… FLUTTERSHY! My sweet baby girl calm down! Breathe, breathe, don’t panic! Everything’s okay, don’t faint please! Mercy’s here! Gaaah, why does this always happen when I visit?!”