I shook my head 'no' as this changeling tried to get out of what I had planned for him, his cock on full display as he laid on my bed. I was actually more intrigued than revolted by this changeling's...stallionhood anyhow, not off-put as he seemed to think. As if to say I was accepting of his different but rather fascinating member, I somewhat-hesitantly reached my muzzle down and gave it a light lick. I expected to grimace and shy away because of the slimy-looking texture, but instead I licked it more.

His penis's entirety seemed to be excreting some sort of slightly-greenish-hued lubricant and it was VERY sweet, not unlike apples in comparison but with more of a...different flavor; It was slightly more sweet than an apple, but also had a flavor one I could only really describe as 'male' with a strong hint of 'changeling'. It was indeed rather thick and viscous, but it wasn't so bad; not my favorite texture, but I continued on, something driving me. "Mmm, I didn't know changelings tasted so GOOD down here!" I commented, eagerly giving a few more licks.

I heard my bed-partner gasp lightly at my first lick, before proceeding to moan loudly at my next ones as he then opened his legs spread-eagle and gave me easier access.

"I-I'm glad you l-like it...Ahh, that feels amazing, Twilight..." I heard him moan out, him remaining mostly still beneath me as I slowly licked all over him, enjoying the flavor of his fluid as well as the firm yet yielding texture of his member along my tongue, my tongue-tip sliding along the smooth tip of his cock.

"Foo tase amazinf!" I said, my tongue too busy licking at what his body was producing to respond properly, realizing that this must be the changeling equivalent to pre-cum. Deciding to take it a step further, I climbed on top of him again, making it so I laid vertically on his chest, my rear facing his muzzle and his penis facing mine. Despite me having to compensate a little given he's smaller than me by quite a bit, I managed to line us up well enough in the '69' position. "You can feel free to return the favor...oh, and please mind the fangs. I'm really sensitive back there..." I said suggestively, flicking my tail over my back to reveal my lightly-moist vulva to him, and promptly took his tip into my mouth.

"Of course." he said, feeling as he placed his forehooves on my rump as he did before and pressed down on it. After a long number of seconds, he then started taking a few seemingly very cautious, light laps at my vulva, as if to test the waters; after which I felt his tongue licking at my left lip slowly and lightly, almost teasingly. I gave a gentle gasp as I felt his long tongue lap over my lips, with it feeling almost reptilian in length, but not in shape, like when Gummy licked a sugarcube from my hoof that one time. This tongue however was actually fairly similar to a pony's in general shape, if a significantly thinner.

"Ahhh, you're gonna eat all of my love, aren't you...?" I asked breathily, pulling away from his sweet-tasting cock for but a moment to speak before going back down on him, enjoying the gentle taper of his shaft sliding in and out of my mouth instead of the outright huge bulk of a stallion's cock. I moved my tongue over the underside, moving a bit lower to find one of the rings, my tongue-tip then weaving between the ridges of his penis.

~ ~ ~

I jerked a bit as she licked over the underside, then over one of the rings of my penis, knowing from touching myself there before in curiosity that those were very sensitive. I moaned into her marehood as I continued to sloppily lick around and inside her entrance to try to please her in return, the scent and taste of the aroused mare quite pleasant to me as was the now-immense amounts of emotion she was giving off, her aura a hot pink, orange, and red; love and lust dominating it and both quite delicious to me, passion adding a nice zest to it. Each lick into her seemed to make her release another pulse of emotion, making my body mix the pleasure of being fed that life-sustaining emotion with the pleasure pulsing from my loins as I felt her continue her own ministrations down there.

As she then slid my tip into her hot mouth and played her tongue over it, my mind numbed at the sheer sensation of that hot wetness surrounding my tip; then she went down deeper, her lips rolling over each of my rings as I entered her rather hot mouth, my glans nearing the back of her tongue. It was heaven. I felt her slowly rolling her tongue over what of my length was in her mouth, feeling myself pulsing lightly in her muzzle as I felt another shockwave of pleasure roll through me when her tongue went between two of my rings. Only after that, I realized that I was still only gently licking her as she was going to town on me, being shown my shortcoming swiftly.

As I felt my muzzle dive into her and caught a glance of her horn glowing, I quickly determined that she was using her magic to not-so-subtly prod me along. Given just how hard she is working to please me, I followed her wishes as well as I could with no prior experience, and pushed my tongue into her, my mouth pressed between her nether-lips as I do so, my lower jaw unknowingly pressing firmly against her clit.

~ ~ ~

I gasped as I felt his long tongue enter me, at the same time reaching that strange swollen bit near the bottom of his cock and giving it a gentle lick with the tip of my tongue. As I felt his hips jerk up in response and his tip poke the back of my throat and starting to slide down it, I found that his tip was thin enough to not cause me to gag at all – so I decided 'what the hay' and kept my tongue working over it, realizing how ultimately sensitive his swelling base must be to elicit such a reaction. As I felt the lump grow larger in my mouth as he continued to hump softly into my muzzle, feeling his pulses grow stronger, I knew he was getting close...but so soon?

I kept licking him for a while more - until I suddenly felt a massive surge of pleasure as his chin grounded directly against my clit on a wink, making me give a pleased whine as I felt a strong tingle roll down my back. I knew that sensation as he focused more on it, wrapping his tongue around my clit and gently squeezing, I felt that, not only was his tongue wrapped around my clit, but also going inside of my passage at the same time! I tried to contain myself from squirming too much but the pleasure was building up too quickly, my hips instinctively grinding into his muzzle lightly as it spread apart my lips and entrance, with my passage feeling contentedly spread. I gasped as he then apparently removed his tongue and spread my lips with his hooves, holding me open for a while as I felt the accompanying, distinct tingle of magic.

After a moment, I felt a deeper and deeper spreading sensation as his magic snaked deeper into me before stopping at my very end, leaving me fully stretched out. He then resumed his licks, before targeting my clit exclusively. He latched onto my clit gently with his sharp teeth, making me nervous at first at his intentions with such a sensitive area of me, an urge to force him off of me with my magic almost taking over – until he started rolling it gently between them, making a bit of mild pain mix with the even more overwhelming, nearly crippling, pleasure he was now giving me. His tongue sliding back in and flicking my spread walls again only made it even better.

As I felt him start to nibble on my pleasure nub, I couldn't help but cry out at the sensations surging through me, my back arching on reflex and making his teeth sink just a little deeper and causing the sensations to intensify. "T-THERE! OH CELESTIA! Y-YES!" I nearly screamed, feeling my trapped clit trying to wink in his mouth but instead being held firmly in place for its efforts, his tongue gently squeezing it as my back arched up sharper. I whined loudly as I'm suddenly holding myself back from orgasm as hard as I can while his sharp little teeth gently pressed into my sensitive bulb and undermined my efforts, the slight pain and extreme pleasure setting me to the edge.

As his magic started spreading me wider and wider, it felt like it was held deep in my belly and pressing firmly against my deepest barrier, filling me all the way to my cervix. "S-So close!" I exclaimed at the sensation of being filled so fully, feeling his tongue suddenly growing nearly hot inside me, knowing he must certainly be 'feeling the love' from me.

~ ~ ~

I tried to contain myself from moving too much, but the pleasure was growing, my instinctive urge to hump into the warmth of this mare's mouth, and apparently throat, growing harder and harder to resist. After a while I let my hips instinctively rock into Twilight's mouth only lightly as I spread apart her passage more with my magic, curiosity of what it looked like taking over. As she permitted both my humping and spreading of her passage, her body indeed encouraging it by growing even wetter still, I in turn allowed myself to get a better view of her inner marehood, the spreading earning me a louder moan, which in turn made her vibrate my cock.

I had not taken the time to actually look at and mentally capture the first marehood I'd ever actually seen, and now decided to rectify that. As I pulled away from licking and looked now at her spread marehood, I saw that her past her now-maroon outer lips was her entrance, a light rosy pink and glistening with her arousal and my saliva, her muscles underneath that sensitive flesh visibly shifting and clenching as she was likely right on the edge of her orgasm.

As my magic spread her open more and more, lighting its own way and letting me see into her deepest depths, I 'felt' her squeezing on my solidified magic through my mental connection to my spell as I explored her innermost sanctum. She'd earlier offered for us to 'explore' each other, and I was taking full advantage of it. At the very end of her passage my magic bumped into something, with me seeing what looked like a very tight, closed ring at the end of her long, pink passage; observing that ring shifting slightly with each clench of her muscles on my magic and pulse of that nub at her entrance throbbing occasionally. Interesting.

As I shifted my focus back onto her entrance where that rhythmic pulsing sensation was coming on my magic, it becoming much more frequent when I'd started spreading her passage deeper, I noticed a rather large, heart-shaped nub that stood out from the rest of the pink, peeking from a distinct upward curve at the bottom of her slit as it bloomed open and revealed a flash of pink, with me finding its pulsing quite visually pleasant to my animal mind. Suddenly, I decided to lick it, that feeling right to me for some reason. Feeling her body shiver on top of mine and hearing and feeling another loud moan vibrating my cock as I did, I took it as a good sign and impulsively latched onto it with my teeth, careful not to bite down and hurt her as I set my jaw to rolling the nub gently between them, my tongue starting its swirling motions from earlier on the nub as well as sinking inside of her passage again.

"T-THERE! OH CELESTIA! Y-YES!" I heard Twilight cry out as I felt that nub continuing to squirm and pulse in my mouth, presumably trying to do what it was earlier and 'wink', but I kept holding it in place as I softly ministered to her, then bringing my tongue into the mix and wrapping it around the bulb too. I was so focused on her pleasure that I temporarily had forgotten my own, indeed feeling my base starting to swell as she licked it and I felt her throat squeezing my tip as she swallowed each time, her slow bobbing on me making my length itself grow a bit hotter and thicker in her mouth. I felt a sensation like I needed to pee, but pulling away from this tasty, love-and-lust-gushing mare to warn her was too abhorrent to even think!

"S-So close!" I heard her exclaim, her clenches indeed growing more frequent once I'd entered her again, my tongue now trailing deep into her still-magically-spread passage, feeling her squeeze down hard on it and in a more and more frequent pattern, each cinch bringing another attempted wink from her clit with it, which I rewarded with another squeeze of the tongue on it. I felt a wonderful warmth suddenly grow in my chest as she said those words, feeling as if my entire body was filled to the brim with that massive surge of love and lust; her passion infecting me as well. Everything was all starting to build up to a climax for both of us, it would seem, with me feeling my cock twitching more insistently in her mouth and the urge to pee growing stronger, her vagina clenching around my tongue—

"I-I need to...s-something Twilight!" I finally managed to warn, before then plunging my muzzle back into her marehood. After that, I made sure to keep her flow of pleasure and love seamless, suckling and licking at her most sensitive area while one hoof attended to massaging her right thigh over her cutie mark, the love streaming from her intoxicating me as was the pleasure of her mouth and throat on my swollen cock.

~ ~ ~

As I felt his – was this the mating knot? – expanding in size far more, his swelling length making it harder to breathe given that I was shallowly gasping in my extreme pleasure, alongside his announcement of his approaching climax, I quickly pulled back off of him. I knew that when canines bred, the 'bulbus glanus' got REALLY big to lock them together for some minutes to ensure conception, as well as prevent further insemination by another male and sperm competition. As this seemed to be a similar breeding mechanic, I stopped before it could, not wanting that to happen in my mouth - and not quite wanting him to reach his climax yet either. I had other plans for when I'd let that happen.

"C-cumming!" I squealed out, tensing up and at long last feeling myself tip over. I moaned deeply as I threw my head back, feeling ecstasy as my insides started to squeeze against his tongue and magic, my clitoral hood starting to rhythmically, rapidly fold and unfold, a flood of pleasure rolling through me as he kept up all his rubs and licks and kept me flying high, my back arching up and my hips grinding into his motions. Thankfully he'd removed his teeth from my clit earlier, or he may have hurt me!

Some time later, how long I can't even guess, I slowly came down from my high, my pants softening alongside my contractions as I felt him softly cleaning my rump and slit of my 'love'. I always was a messy mare when I came, what some stallions would call a 'squirter', my fluids undoubtedly coating his face, chest, the bed, and my whole backside. My mind was still floating in the bliss of afterglow as I looked back to him, giving him a soft smile paired with my hooded eyes, clearly telling him of my pleasure.

"M-m-m-m...th-that...w-was...wo-wonderful..." I said staccato, my breathing only slightly stabilizing, then letting myself fall off of him as I ended up on my back. "Did you wish to...satisfy yourself as well?" I then asked him when I'd recovered enough, with my tone more a demand than a question, my back legs spread wide and my tail splayed across the bed and to the side. More than offering myself up to him.

~ ~ ~

"C-cumming!" Twilight squealed out, with me feeling her indeed clamping down tight on my tongue and magic as her clit went into a flurry of winks. I felt as she tensed up on me and heard a quiet 'aaaah' from her as she then released a flood of those fluids she was always making, but also an even thicker and different-tasting one. I then felt her softly grinding against my muzzle as she 'cummed', rubbing her winking clit against my lower jaw and shuddering with each contact.

Though I was somewhat disappointed she’d stopped pleasing me in return and indeed pulled off of my penis, I smiled as her orgasm came, making sure not to stop my lapping as her juices flowed onto my face as I took in the sheer explosion of pure love she loosed with her climax, no inferior lust mixed in this time. Seeing her breathe heavily after a few seconds of her tensed pleasure, I stopped my licking and pulled out to give her time to rest, instead lapping softly at the remaining juices on her thighs and lips. No sense in letting so much good 'love' go to waste after all.

"M-mmm...that...was...wonderful..." she stated, with that making me feel some instinctive pride at having pleased a female so. I saw her eyes lidded as she looked back to me, with her then falling off of me and onto her back. "Did you wish to...satisfy yourself?" she asked, with her tone more insistent than inquisitive, her submissive position beside me just begging for me to mount her.

"But...d-don't you want to at least take a break first? I don't want you to feel as if you need to...m-mate with me now...or at all for that matter, with all you've already done for me already..." I said, averting my eyes from her marehood so I'm not so tempted to just take her up on her offer with no regard as to whether or not she actually wanted it; to lose my virginity to her.

I watched as she nodded to me, slightly humping her hips up towards me, her clit again winking slowly, rhythmically, in invitation. “Please, I want you to put it in me. I've wanted to feel a changeling cock inside me like this for so long, ever since the invasion…” I heard her say, watching her squirm lightly in anticipation, “Plus, you do want to, right? You DO want to breed this sexy mare before you, right? Wanna rut all my love out of me...give me all of your squirming, writhing grubs into my womb...?” I heard her ask seductively, the urgent throb from my penis more than answering her question for me.

"Y-yes. Yes I do want to mate with you." I replied, then got up to stand and move over her, before pausing mid-mount as I realized just what she’d said;

"...wait, did you just tell me to 'give you my grubs into your womb'?!"

Author's Note

Twilight, what the hay? Really?!

~

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