Caught Between Lust and Love

by dirty little secret

Rating: mature
Tags: Non-consensual, Changelings, Porn, My Little Pony: Friendship is Magic, Royal Guard, Romance, Adventure, Sex
Length: 8312

(Illustrated story) A pony guard patrolling the changeling lands after Chrysalis' defeat is captured by changelings who want something from him.

A pony guard patrolling the changeling lands after Chrysalis' defeat is captured by changelings who want something from him.

It ends up going pretty well for everyone involved.

This story is illustrated with lovely artwork by Loveless. The cover image is one of the cleaner examples.
Audio reading by Naviskypegasus

A commission for Loveless: (Deviant Art) (Patreon) (Fimfiction), who based it on Caught Between Lust and Love by CreepyPony.

Published 2015-12-09 22:50:01 UTC
Last updated 2015-12-09 22:50:01 UTC

Caught

Author's Note

Some of the images for this story are removed to meet Fimfiction's rules. But there is another version on Google Docs with all the images.

I'm also not allowed to directly link to that version, even though I highly recommend it, but if you go to this post, you'll be able to find it on your own.

Please enjoy, and remember to come back here to rate, comment, and fave afterward!

This story is a commission for Loveless. If you’d like to get a commission of your own done, go to my Patreon page.

Caught

He would only allow himself to think of himself as 'Agent Zero'. Thinking anything else invited screw-ups, and alone out here in the Change Wastes, screw-ups invited catastrophe. Not that concealing his true name would likely be of any benefit out here, but it was a force of habit, a personal rule. It was a comfort for himself, to be brutally honest, like a foal's blanket.

Out here, all alone, though, he'd take all the comforting blankets he could get. This was the place nopony else dared to go, a place he officially wasn't going either. In the minds of Equestria's ponies, the changeling threat was defeated, done, over. And it was the crowns' policy that such a mindset should be encouraged. Ponies higher up the command structure than he was had determined that rumors of changelings run amok would result in endless accusations and distrust between ponies, which would weaken and ruin their kingdom.

So, no marching into the Change Wastes with an army of royal guards at his back. That would draw too much attention.

Instead, he'd been ordered to venture here alone. If anypony found out, Guard Headquarters would deny everything and claim he was a rogue agent acting outside his orders. So, he had been out here, totally alone, for two weeks already, combing the inhospitable wastelands for any sign of surviving changelings.

He'd seen hoofprints in the dusty ground between the rocks a few times. The patterns of holes in them easily identified them as changeling. But the trails never led anywhere – they always ended with a little circle of smooth dust where the bug-pony had taken flight and left the trail cold.

Still, he had his orders, so he searched.

Endlessly, tiredly, over the craggy peaks and through the narrow valleys choked with fallen stones. He'd even found a few old, abandoned hives, but they looked like they hadn't been lived in since well before the Canterlot invasion. Where were they all?

He was soaring down the middle of the largest valley he'd yet seen. This one was one of the closest to the pony lands, and he was fairly sure he'd been over this ground before. But by now, he'd been over all the ground before, so he might as well check back here. Maybe there would be something he missed.

This near the edge, a few hardy plants actually struggled and made due in the dusty valley floor. It looked almost livable. Still, he didn't let it soften him. This was still a risky mission, and he had to keep on top of things.

He kept his altitude strictly under control, skimming over the valley floor and keeping his profile visibility as low as possible without sacrificing the speed of flying to the plodding pace of walking along. He'd never cover enough area on foot.

“Help! Help!” The cry was almost too soft and distant to hear, but it was very distinct, unmistakable. Somewhere down there, a pony was in trouble!

He veered down toward the source of it. Changelings had been known to kidnap and replace ponies. And if they did kidnap a pony, they'd probably keep him or her in a place like this, near to the pony lands and close to some greenery to feed them with.

It must have come from somewhere close to here. He circled where it had seemed to come from.

It came again, “Help! Help! Somepony help me!” Definitely a pony voice, and coming from a small cave in the side of the valley.

Diving toward it, he set down on a big flat boulder just outside. The mouth of the cave smelled cloyingly sweet – the smell of changelings. Was this another hive? An active one? There didn't seem to be any signs of activity near the cave mouth: no hoofprints, no blown dust from takeoffs and landings. If this was a hive, this wasn't its main entrance.

The voice came again, and he made up his mind. It would be risky, sure, but this whole mission was risky. He had to save that pony. And, after all, the whole point of this mission was to find the changelings and figure out what they were up to. This lead was easily the closest he'd gotten to completing that mission in his whole time here.

After checking the straps on his armor and readying his spear, he boldly marched into the mouth of the cave.

It was dark inside, not surprising – caves tended to be so. Yet, he couldn't help but feel more and more nervous as the light faded away to near-nothing after he turned the first jagged corner. Before long, he was feeling the way ahead with his spear tip, moving in near-blindness.

Was it his imagination, though, or could he see a faint light ahead?

As he moved forward, it became clearer. The light was pale green and growing in intensity up ahead. It was the bioluminescent slime the changelings sometimes left behind. He would have never been able to explore the other old hives without it, but if the smell here was anything to go by, this was going to be much fresher.

Now that he could see a little better, he held his spear at the ready.

The light was coming from a large, round room deeper inside. Black tunnels branched off from it in all directions, including upward and downward. He'd have to watch his step or risk falling into who knew what dangers below. Around the horizontal edge of the chamber, an irregular arrangement of much shallower alcoves had been sharply cut into the rock, and most of them were covered with prison bars.

To the left, some of the bars clanged. A pony pressed herself up against them. “Oh thank the Goddess! I'm saved!” she cried out. She was a little unicorn foal, barely as tall as his chest and far too cute to be locked up in a changeling dungeon. “You have to help me!” she pleaded. “Get me out of here!”

He checked around the room in a cursory precaution. If there were any changelings here, they would have come running as soon as the mare started shouting to him. Taking flight, he reached her side of the cavern in mere moments and set down in front of her. There was a grated door in the bars, and he was unsurprised to find it securely locked when he tried to open it. “Are you okay, little one?”

She nodded, trembling and glancing around as if she expected her captors to come back at any time. “Quick, before they come back! They keep the keys in the cell on the other side of the room.” She pointed. “That one!”

He nodded and took to his wings again, rushing over and into the other cell. There they were! A ring of keys hung on a peg just inside, and he reached for them. They jangled loudly when he grabbed them.

A dark shape flitted out of a darker hole near the cell's door, and a moment later, it clanged shut.

Whirling, he found himself looking at the glowing blue eyes of a changeling drone. “No!” Hoping to catch it off guard, he hurled his spear through the bars, right at its head.

The changeling caught the spear deftly, effortlessly, and then smirked at him. “Really? That's all?” It looked down at the spear held in its hooves. “Hmm... this is quality work. I think I'll keep it.”

He needed to move quickly, while it was distracted. Rushing to the cell's door, he reached through the bars and jammed a key into the lock. It wouldn’t turn, so he tried another. And another. And another. None of them were working!

The drone laughed. “Here, I'll save us both some time.” Its sickly-green magic took hold of the keyring and yanked it out of his hoof. “This”— it held up a different key, one not on the keyring in its hole-ridden hoof —“is the key that opens your cell. It would be an awfully crummy trap if I trapped you in with the key to your cell, now wouldn't it?”

Letting his face go grim, he stared at the drone. “One way or another, I'm going to get out of here, and I'm going to save that filly you have trapped in the other cell. We can either do this the quick, easy way, where you don't get hurt, or we can do this the hard way where you get in the way and it doesn't go well for you.”

It laughed. That wasn't a good sign. “That filly I have trapped in the other cell?” It turned around and yelled over its shoulder, “Hey, 563! Stop lazing around in that cell and get over here!”

In a green glow, the key ring floated over to the other cell and unlocked it. As the filly stepped out, she burst into green flame and emerged as a slightly smaller changeling. “Yes, Ma'am,” it called back, flitting back over with the key ring in its fanged mouth.

Damn! How had he let himself fall for some stupid changeling trick? He should have known better; he should have been more cautious. Now he was screwed! Why hadn't he been more careful? ... He knew why. A weakness for a cute face, that's why. He'd been so eager to rescue that filly that he hadn't even considered things might not be the way they seemed. How could he have been stupid enough to think that changelings would leave a prisoner so unguarded?

The other drone landed behind the first. “Good work, 297. You always come up with the best plans.”

The first changeling whirled around, stomping its hooves. “Of course I come up with the best plans! That's why I'm the captain here and you're my lowly subordinate. Who do you think you are, anyway, commenting on my plans?”

While the newer drone – 563, was it? – cowered, the guard managed to get a good look at the first changeling's backside. Between the pert and shiny black cheeks of her ass, a very pony-like slit of a vulva pouted outward, equally dark. So 563's 'Ma'am' hadn't been mere formality; 297 was a mare. Was 563 also a mare, then? He peeked around to the side, and although the angle wasn't great and the lighting was even worse, he could see between her legs pretty well, and nothing was hanging there. Unless changelings also had a neuter gender, they were both mares.

“... And after all this time without any food, I'm not about to let any two-bit subordinate of mine go around—”

“You're out of food?”

Both changelings whirled to face him. “Silence, Pony!” 297 shouted.

“Look,” he said, ignoring her, “Just let me out of here, and I'll go come back with some love for you to eat, guard's honor.”

She scoffed. “Nice try, but I know better than to trust a pony.”

“Some food would be nice,” 563 murmured.

“Shut it!”

He pressed himself up against the bars – a risk with 297 still holding his spear, but a calculated risk – “Please, I'll do anything for my freedom, anything. Just let me go.”

297 grinned toothily. “You'd do anything, you say?”

“Ye—” He hesitated for a moment, before beginning more firmly, “Yes. I will do anything ... even give you love.”

“Hmm...” She peered at him through the bars, one eyebrow slowly raising. “I don't think you can give us love. Ponies like you think we are monsters, and even if I disguise myself as a pony, that's what you'll think of me. And with a heart that twisted, you can't give us love.”

He slumped. “I... I could try?”

“But maybe...” 297 grinned very slightly, which made him leap up and grab the bars all over again. “It doesn't have to be love. We can eat certain other emotions, too.” She grinned. “And the easiest to induce is... lust.”

“Lust?”

“Yes, yes. It's not hard at all to harvest. We just need to get intimate with the target – that's you – and it will happen almost automatically. You think you can do that, Pony?”

“Ma'am?”

297 hissed in a breath through her sharp teeth. “What, 563?”

563 cringed away a little, but she still asked, “Is it okay for us to do something like that with our prisoner? What will the Queen say?”

Glaring at her subordinate more viciously than she'd ever looked at her prisoner, 297 seethed. “Do you have any idea how much I miss the taste of lust? Do you? It's been so damned long!”

“But... If Queen Chrysalis finds out...”

“Shut. Your. Mouth. That's an order.” 297 paused for a moment, testing her underling's resolve. When the other drone was quiet for long enough to satisfy her, she nodded. “If the Queen wants us to keep the prisoner without feeding off of him, she should have seen to it that we were fed properly and not starved for weeks on end with no sign of a relief crew or further orders. I'll be damned if I'm going to wither away to nothing out here while I've got a perfectly good food source sitting in this cell.”

297 looked back at him. “So...?”

It was an unexpected proposition, that was for sure. And he didn't seem to have any other options available to him. Would his commander forgive him for 'fraternizing with the enemy'? Surely he would. It was the only option. He looked at the two changeling mares. They were weird, sure, but his mind was already starting to lean more toward the word 'exotic'. Little details were different sure, but the shapes of their bodies, their supple curves, those were the curves of a pony mare... And it had been a damned long time since he had 'tasted lust', too. “So, in exchange for sex with the two of you, I go free? I think I can do that.”

“That's too easy. You are our prisoner, after all.”

Drat. He knew that sounded too easy. There had to be a catch, some trick. There always was, when dealing with changelings.

“How about we make a little deal ... a wager?”

Backing away from the bars, he stared at them. “On what terms?”

“You make both of us cum before you do, you go free.” She flashed him a fanged grin. “You cum before us, you become our personal lust battery, and we drain you until you're dry.”

Not an easy decision; those were high stakes. And yet, what was his other option? Decline and rot here in a cell while those two waited for orders from a Queen who might never return? Besides, there were worse ways to die, he supposed, than being fucked to death by two mares ... even if they were bug-like changeling mares. He took a deep breath. “Deal.”

297's grin grew wider and toothier, and her long, thin tongue snaked out to lick her lips. Five hung back behind her, but her cheeks were blushing an odd shade of green, and her blank blue eyes were open wide, avidly taking in the scene in front of her.

“First,” 297 said, “a little security. Remove your helmet – yes, I know all about the secret blades you ponies keep in those – and place it over there.” She pointed to the far corner of the cell. “Then, clamp your back leg into that chain next to you.”

Damn. So much for any trickery. They were one step ahead of him. He did as he was told, setting his helmet down out of reach, and then clamping his own hind leg into the iron ring attached to a heavy ball. The clamp had a lock on it – no doubt one of the keys on that ring were for it – and the ball, while small enough to move around slowly, would be too heavy for him to run or fly. Maybe he could use it as a weapon, but with two opponents, it wouldn't be likely to go well. No, he'd try this approach first, and he'd save that as an emergency backup plan.

“The door,” 297 barked out as soon as he was clamped securely.

563 levitated the keys over and unlocked the cell door, swinging it open wide.

“Check the prisoner's restraint.”

563 checked and double checked it, making sure the ring was fully closed around his hoof and making sure it was too narrow to slip off. It gave him a strange, tingling warmth to be so close to her, so close to any living soul after being alone for so long. And of course, the knowledge that he was about to have sex with this mare made it all the more exciting and nerve-wracking. Finally, she stepped back to the door, not quite as far back as 297.

297 entered the cell herself. She didn't – he noticed – take the precaution of closing the cell door behind her. “We'll start with a little warmup. You're going to have to be hard for the main event, after all.” Her tone was too sweet, too cajoling. She was up to something. “Sit down.”

Again, he did as instructed. “Like this?”

“Not bad.” Looking down at his crotch, 297 grinned toothily. “Such a healthy set of balls. But let's see how big your cock gets.” She lowered her head, and with very little warning, slid her tongue along the cleft between his balls. Her eyes met his as her long, thin tongue slithered its way upward, all the way to the rim of his sheath, which she teased in slow circles.

He looked at the changeling in front of him, unsure what to think, what to feel. He shouldn't be enjoying this, shouldn't be enjoying having this frightful monster licking his most tender parts like that. But his body reacted almost against his will, and his cock slowly spilled out of his sheath. It rose and stood proud under the changeling's continuing efforts.

“It's black, just like us!” 297 squealed a little in joy. “I love this color. And it's so big...” She paused for a moment to lick all the way up his length. “So long...” Another lick. “So hard... I'm going to enjoy this more than I thought I would.” She gave him another lick, her tongue curling and writhing all the way around his girth as she slid it up and down.

He tried not to moan, but he couldn't hold it in. This felt too good.

As the first moan escaped his mouth, 297 looked away and shouted to the other changeling, “Hey, 563!”

The other changeling blushed furiously and looked at her superior blankly.

“Are you going to just stand there and do nothing – don't you want to have a taste of lust? Come here and help me!”

“Yes Ma'am!” 563 rushed to her commander's side and joined her, licking up one side of his cock as 297 caressed the other.

They shared him greedily, each sliding their mouths up and down him, rubbing his flesh against their cheeks, snuggling his balls. He moaned again when 297 shoved him into 563's mouth, then pushed her down onto him, forcing his cock deep into 563's throat.

When 563 came up again, gasping and choking a little, 297 nodded. “I think you're hard enough.”

297 backed away a little, then spun around, lifting her tail at him. 563 wasn't far behind in doing the same.

“It's your turn to prepare us now, pony soldier,” 297 said. “Lick me, make me wet! Because you'll be doing me first.”

Standing stunned at the sight in front of him, he stared at the two changelings. He couldn't take his eyes off their pert asses, their lewdly raised tails, and most of all—

297 looked back at him. “What are you waiting for? Are we disturbing you somehow? How rude! Are we not sexy enough for you?”

“N— no.” He shook his head. “It's just ... aside from how your pussy glows green a little inside, you seem just like ponies.”

“Yeah, yeah, of course there's not much difference. So come here and lick me! It's just you and me now, pony soldier.”

Nodding more to himself than to them, he stepped forward, closer. Her pussy was right in front of him now; he could feel the warmth even without touching her, and he couldn't help but stare as her slit winked open a little in anticipation, her green heart-shaped clit bulging out. He took a deep breath to steel himself, then he dove in, giving her a big, warm lick from bottom to top. Burying his face between the round cheeks of her ass, he went in deeper, tasting her tangy juices a little when his tongue slipped inside her.

563, not getting any attention herself, turned back around and watched. She wished there was something she could do, some way she could get in on this action. And then she saw that big pony cock gently curving under his belly.

“Oh! Oh yes, just like that,” 297 squealed. She moaned deeply. “You sure know how to please a mare, pony.”

He focused his efforts on massaging 297's throbbing clit. He'd get her as close to orgasm as he could before they began the main event. Then, maybe he'd have a chance at winning their little wager. But then, something warm, soft, and wet touched his cock. “Aah! W-what the...?”

When his tongue stopped its work, 297 looked back at him. “What happened?”

With a turn of his own head, he saw what was happening to him. “Your, um... Your subordinate. She's sucking me down there!” 563 was on her back under his belly, eagerly gulping down his cock as she rubbed herself with a hoof.

“Well,” 297 said, “she deserves to have her own fun, doesn't she?”

“But it's cheating! How will I be able to last long enough if she's doing— Ah!” He already had to tense himself to hold back his approaching orgasm.

“Well, I suppose that is a bit unfair, given that you're outnumbered.” 297 looked back forward sharply and flicked her tail. “I will consider this a warm-up, so your first cum won't count ... if you stop neglecting me!”

“Really?” He raised a hoof to caress 297's wet slit. “Thank you. And, um... Is it okay if I cum in her mouth? I'm not sure I'll be able to pull out in time.”

An indistinct mumble came from below him, but 563 couldn't get the words out past the cock in her mouth.

“What do I care?” 297 reached behind herself and forced his face back into her pussy. “Fuck her mouth and fill her up, just don't stop licking me!”

He did his best to pleasure 297, even as he started humping himself into 563's eagerly swallowing throat. It was hard to focus on eating 297 out with that warm mouth wrapped around his shaft, that lithe tongue wiggling halfway down it.

It didn't take long for her to overwhelm him. With a heartfelt groan, he spasmed and pumped his load deep into 563's mouth.

563 let out a muffled yelp, and she swallowed furiously, but it was too much for her. She let go, dropping her head to the floor. The last few spurts of his orgasm splattered themselves across her face as she lay there.

297 turned to look at the scene behind her. “Oh wow. That's a lot. When was the last time you got laid, pony?”

It took a moment for him to catch his breath, but eventually he was able to reply. “Well... First, I'm single. Second, I'm a soldier. Third, I'm not gay. So, well, I don't get all that much opportunity.” He had to pant a little more, still spent from his performance.

“You can't be... a virgin?” 297's eyebrow rose.

“It's been a very long time, and not much then.”

“But you seem so good at it! How do you know how to please a mare so well?”

He shrugged. “I read things.” Recovering from his orgasm now, he looked down at 563, who looked back up at him with strands of cum over her face. She looked strangely cute like that.

297 grinned. “You know... You should be a gentlecolt and clean her face for her.” She licked her lips. “With your mouth.”

“W-what! But ... that's my own—”

“How rude of you! My friend here didn't mind sucking your cock and drinking your cum at all. It's the least you could do for her!”

563 squirmed out from under him and rose up. “It's okay, 297. He doesn't need to do that. I can clean myself.” She wiped her face with a hoof, but the sticky cum just smeared and covered her more.

Cringing, he came closer to 563. “Okay, okay. I'll...” He took a good look at the mess on her cheeks. Was this some weird fetish 297 was harboring? “I'll do it.” Once he started, it wasn't that bad. He just had to get over what it was he was licking up, and then it started to actually be a little fun. 563 blushed and giggled under his tongue, and the soft, smooth skin of her face felt lovely against his own.

563 squirmed away from him a little. “You really don't need to...”

He shushed her with a hoof lightly over her mouth, then licked broadly across her forehead, around her horn, where another few white drops were slowly dribbling down her face.

She blushed even harder, making her face warm and even nicer to touch.

“If you're done with her...” 297 turned away and raised her tail, presenting herself to him again. “You should get over here and mount me.”

He gave 563's cheek one last lick, then stepped over to 297. The view of her backside was incredibly sexy, and by the time he'd made the few steps over to her, he'd become aroused enough again to slide up on top of her and aim the tip of his cock to her entrance. It brushed against her hot slit.

“Come on! Get in already!” 297 pressed herself back toward him, tilting her head back and closing her eyes, savoring the moment of penetration that would soon come.

He did as he was told, pressing his hips forward and sliding his length slowly into 297's warm, wet pussy.

297 grunted beneath him as she felt herself stretching, and she gasped in pleasure as the supple skin of his cock slid through her entrance, deep into her. Changelings were always a bit smaller than ponies normally were, so his cock felt especially big to her. And she loved it. “More!” she cried out. “I want more of you! Give me all of it!”

He obliged her, pushing his cock as far into her as he could, all the way until his thighs pressed against her ass, until her winking pussy kissed the rim of his sheath.

“So big ... so full... This is why I like male ponies.” 297 breathed heavily, and her pussy convulsed around the stiff cock inside. “Now... Fuck me hard!”

He did, thrusting himself in and out of her fast and hard, but he cheated a little as well. He didn't quite give her all of his length, not even as much as she could easily take. By denying himself the full depth of her, he'd keep his own pleasure at bay and be able to last long enough to win ... maybe.

“Yes! Yes!” 297 screamed. “Don't stop, and don't you dare cum! Cum before me, and the deal is off!” Another, faster series of thrusts brought a tense growl from her. “Forget the deal! Cum before me, and you're dead! Oh Goddess, just make me cum already!” She let out a long, thin whine that pulsed with his every thrust.

He sped up even more, and even allowed himself go a little deeper. She was getting so tight inside – she must have been getting close!

“Aaah!” 297 cried out deafeningly and closed her eyes, her body convulsing around his shaft.

It was tight, so incredibly tight that it pinched him badly. He pulled out of her forcefully, as difficult as it was, and slid off of her, gently rubbing the ache of her squeezing out of his poor, abused cock.

297 lay flat on the stony ground, panting heavily. “Not bad, pony. You still know how to ... please a mare.”

“So I win the deal?”

297's head shot up. “No. No, pony soldier! You still have another mare to pleasure.” She pointed a hoof at the other changeling. “563, come here.”

“It's okay, Ma'am.” 563 cringed away, even though one of her hooves was still buried between her own back legs. “I don't need it.”

“It's an order! Come here and win the deal for me.”

“Yes, Ma'am. Right away, Ma'am,” came 563's conditioned response. She approached hesitantly, glancing at him with an odd mix of fear and desire in her eyes.

She was so much smaller than him, significantly smaller than 297. He'd almost feel sorry for her ... if the two of them weren't trying to keep him trapped in a cave forever. “What position?”

“M-may I lay on my back?”

He shrugged his shoulders. “I guess. Doesn't matter.”

563 nodded and slowly laid her back on the ground. She opened her hind legs wide and presented her thoroughly soaked little pussy to him. Her eyes still held him in a terrified, yet salacious awe.

Standing above her and aiming his still-slippery cock at her entrance, he prepared to penetrate her, to bury all of his length inside her with a single thrust...

“M-mister Royal Guard?”

He paused. “What?”

“I, well, I know that we might not be on very good terms, but could you...” She looked down at his cock, her lips quivering. “Could you please be gentle with me? It's...” She took a deep breath. “It's my first time.”

“Really?” He stared down at her, astounded. Who would ever have expected to find a changeling – a being who fed on love – to have less experience than him?

“Well, I work at the hive all the time. I've never been sent outside to harvest love. And...” Her blush grew an even brighter green. “No changeling stallion has ever shown an interest in me. I'm too small – I'm just not attractive enough.”

He stayed silent for a moment, trying to process it in his own head. The idea of a virgin changeling was a totally new concept to him. But at heart, he was a good pony, and he had to listen to his heart. He wouldn’t do anything to hurt this poor little creature. Leaning his head in close to her ear, he whispered, “I promise I'll be gentle. Your first time will be worth remembering.”

“Mmn...” 563 let out a little moan as the tip of his shaft pressed against her tight slit.

True to his promise, he pressed forward only with the utmost gentleness, gradually spreading her plump lips apart and barely slipping into her. He groaned. “You're... really... Oh, you're so tight!” He grit his teeth together, restraining himself from pushing forward too hard or too fast. Oh, how badly he wanted to just ram his entire cock into her lovely little pussy!

“I'm... I'm too tight?” 563 flinched. “I'm sorry.” Her forehooves dug into the ground on either side of her, and her back legs trembled with the intensity of the pleasure and pain she was feeling.

“No, no. It's a good thing. I like it a lot,” he assured her.

“I'm sorry I'm so weak. I know you don't really want to do this with a monster like me... But thank you, thank you for being so patient with me.”

He smiled. “It's okay. I don't mind. In fact, I'll admit that I'm even enjoying this a little. Okay, a lot.”

“I think I'm ready now.” 563 was much more relaxed. She'd stopped trembling, and her legs weren't nearly as tense and stiff anymore. “You can put it in now.”

Nodding, he pressed forward. He continued on, slowly and steadily going further in with each little thrust in and out, until his medial ring began to slip inside her, rubbing across the little nub of her clit.

“Oooh! Oh Goddess!” 563's eyes shot open wide and she let out another loud gasp. Her body jerked up and down, even though her pussy stayed relaxed on the inside.

What was that? He looked down at her. Wow, was that really all it took?

“What?” 297 stormed up to 563's head. “Did you just cum? Just from penetration!”

“I... I'm sorry,” 563 said, panting heavily. “I'm so sorry, Ma'am. It's... I just feel so good!” She gasped in a couple more breaths. “I'm sorry I let you down.”

297 sighed. “Well, it is your first time, after all.”

563 looked up at him. “You can stop now, mister Royal Guard. I... I guess you win.”

He kept his cock inside her, still feeling her wet warmth. Was that even a real orgasm she had? Maybe he should try and give her a real one. “Sorry, but I don't want to stop just yet.”

“Huh? What do you—?” 563 moaned as he pushed a little deeper inside her.

“You can't just get off and then leave me out like this, Changeling! I need to finish!” He moved his face closer to 563's, looking into her eyes to make sure she knew how serious he was about that.

563 gulped visibly. “Um, okay... You can finish inside me, I guess.” She hugged him with both forelegs and opened her back legs further to let him deeper in. “Just remember, you promised to be gentle.”

He smiled. “Thank you, little one.” When he started pushing in and out in earnest, he groaned from the velvety feeling of her tight pussy all around his shaft.

“Your eyes are closed. Does my appearance disturb you? Maybe I should transform into a pony?” 563 said between gasps. “So you'll be more comfortable with it? Do you have any pony in particular you want?”

He thrust hard into her. “Don't you dare transform into anypony else!”

563 cried out as he went as deep as she could possibly handle.

Softening his approach a little, he pushed more gently. “It would just be wrong somehow to ask you to transform into someone else.” He looked into her eyes. “I don't want anypony but you.”

She smiled up at him sweetly, even with a little hint of tears at the corner of her eyes. She gasped again as he increased his pace.

“I like fucking you,” he said. “You're small, you're tight, you're so adorably shy... I like it.” It was getting difficult to talk. The pleasure clouding his mind made him want to do nothing but thrust and moan.

297 stared at them. “Wait... are you two in love or something?” She stared closely at them. “You are. Gross!”

563 squealed out. “Something's— Hhn! Something's coming. I can feel it in his cock! Oh Goddess!” Her whole body began to shiver, and she clung even tighter to him.

“Me too. Unh! I'm gonna... Ah!” He slid in and out of her faster and faster, making a wet splat with every push.

“Please,” 563 cried. “Please don't hold back. Give it all. Cum with me – cum inside me!”

“I promise.”

“Don't – unh! – don't promise...” 563 gasped in and then shouted, “Just do it!”

With one final thrust, he slammed his hips against her thighs with as much power as he could muster. His tip pressed against her inside, stretching her as far as she would go. With an enormous groan, he released himself deep inside her, streaming his cum into her little womb.

“Mmn, so warm, so full...” 563 moaned sweetly as she was filled by the warm white cream. It began to slowly flow out of her slit around his cock as she filled up and had no more room for it to go. She squeezed him tighter and tighter as it coursed into her, and after a moment, her pussy clenched down hard. “Oh! Oh my— Aaah!” A spurt of her own juices came squirting out, leaking onto the cave floor.

After a few more shuddering jerks, he fell down on his side, dragging 563 with him and holding her tight to himself. He was still deep inside her pussy, and he didn't want to be anywhere else.

297 looked down at them with a slight scowl. “Why couldn't I get that kind of treatment?” She sighed. “Well, a deal's a deal. She used her magic to unlock the shackle on his leg. “You're free to go, Pony.”

He'd managed to catch his breath, and he looked up at her. As odd as it seemed, he was actually beginning to feel a bit concerned about 563. “Is it really okay for you two to just let me go like this? You won't have any problems with your queen later?”

“How touching.” 297 rolled her eyes. “He cares about us. Don't worry, Pony. Our queen would never care about capturing an unimportant pony like you. And besides, we don't even need to tell her about this—” she glanced sharply at 563 “—do we?”

He cringed slightly. “But if she finds out that—”

“Do you not want your freedom? Just take it.” She groaned. “Do I have to spell it out for you? We haven't heard from our queen or any of our superiors for weeks. I just wanted you to be a sex slave for a while. But now I just want you gone. Get going before I change my mind!” Her eyes flashed green.

He pulled slowly out of 563, aided by his cock quickly shrinking away. After rising up and glancing at the two changelings, he ran for the cave's entrance.

The two changelings followed right behind him, but they stopped just outside the cave.

He turned his head back at them for one last look as he left.

563 was staring at him longingly while 297 stood silent and inscrutable. The further away he went, the more 563 began to cringe.

“You love him, don't you?” 297 asked.

“What? No. No! That's impossible – we just met!”

297 shook her head. “Love doesn't need a lot of time, kid. If you love him, just go. If it's true love, keep him and don't let go.”

“But the Queen—”

“The Queen never cared about one lowly drone anyway. Just like she'd never care about us capturing a single pony soldier. And we can't count on her coming back.”

563 tucked herself in behind 297, half hiding herself away. “But he's still our enemy. He still sees me as a monster. And I don't know if he really loves me or not...”

“Then go find out. Or go win his heart if he doesn't yet. Go on, youngling. It's time for you to try and harvest some love of your own.”

“What about you?”

297 looked back toward the cave and breathed deep. “I'll hold the fort ... for as long as it takes.”

“Thank you, Ma'am.” 563 smiled and nodded. “I'll make you proud.” She darted toward the retreating pony.

“Good luck,” 297 said, too softly for 563 to hear. “You're too good for a Changeling's life. Just go find your own paradise, my daughter.” She smiled, tears in her eyes, as she watched 563 dart away.

He was already getting to the more fertile valley floor, heading back toward the greener pony-held territory, when 563 caught up with him. “Wait for meee!” she cried out as she rushed toward him.

“What do you want, to go back on our deal?” He shook his head. “I should have known better than to trust changelings.”

“Wait! Please, just listen to me before you judge.”

He sighed. “Fine. What is it you want?”

“May I... May I come with you?”

“What? Why?” He relaxed a little, but he was even more confused.

“For the first time ever, I've found a pony who wants to have sex with changelings in their real form, and that pony is you.”

“Me?” He took a couple steps back. “How could I possibly be the very first one?”

“Aren't you frightened of us? Nopony else ever gave us a chance once they found out the pony they fell in love with and slept with was a changeling in disguise.”

He shook his head. “What I did in that cell was only lust, not love. I only did it in order to earn my freedom.”

“Could it change into love though?” There was something about the way she was looking at him... “In the cell, I could feel it. You cared for me, you really cared for me when you had sex with me, and I felt some love leak through.” She took a step closer. “And I can feel your love now, too.” She touched his chest with a hoof, closing her eyes and feeling his warmth.

“I want to try,” she said. “Please give me a chance to be with you.” With a flash of green flame, she transformed into a little white filly with a blue mane just like his own.

“You disguised yourself again...” He stared at what she'd become. “Do you want me to love that fake image of yourself? How is that any different than what your kind has always done with unlucky ponies out there?”

“Just consider it like a change of clothes. It's just a disguise for the ponies around you to be comfortable with me. It's not the same as what changelings to do ponies because you know the truth. You know that under this mask is a changeling named 563.”

“Disguised to others, but not to me... I guess I can see how that's different. But are you really sure about this? From now on, you'll have to live in your enemy's territory.”

563 stomped a hoof resolutely. “I don't care. You can even tell your superiors about me if you want. I'll risk it for a better future. And you know what? We changelings have never really thought of you as the enemy.”

“Not your enemy, maybe, but food or prey, definitely.” He shook his head.

“Or maybe our saviors.” 563 moved a little closer up beside him. “We can't live without your love. It would be so much easier if we didn't have to lie and disguise ourselves, but ponies never seem to love us for what we are. We have to disguise ourselves in order to get the love we need.”

“Well, you can't blame them for being scared of your true self.”

She nodded, and they began to walk again. “Yes, I know... But we can't change the way we're born. That's why I want to do this. In that cell, you asked me to stay myself when we were having sex. It gave me hope again that somepony might actually love the real me.”

He walked on, and she followed right next to him. “Well, it seems like I'm not going to change your mind, and I'm not sure I could get away from you even if I tried.” A few more moments passed, and a few more steps. “Okay. You can come with me.”

“Oh thank you, Mister Royal Guard!” 563 yelled, jumping around him with a huge grin on her face.

“But I'm not going to let you just live in my house and do nothing.” He glanced over at her. “You'll have to do something to make you worth keeping around... I wouldn't mind having somepony to take care of my house while I'm gone out on duty. You wouldn't mind being my little maid, would you?”

“Maid? Why do I have to be a maid? Can't I be your housewife instead?”

He sputtered and coughed. “Not so fast, little changebug. You still have a ways to go before I'm going to be ready for anything like that.”

“Ugh, harvesting love is more difficult than I thought!” 563 growled, but then brightened again after just a moment. “But don't worry, Mister Guard! I'll never give up trying to win your heart!” She smiled wide and hugged his neck as he walked along. “Someday you'll want to marry me!”

“Riiight.” He shook his head. “Whatever. We need to get a move on if we're going to reach Appleloosa before nightfall, and the last train out of there leaves at dusk.” He picked up his pace and tried to hide his blush as she dropped off of him.

563 trotted along beside him, her pace bouncing in almost a prance.

“Thank you, by the way.”

“For what?” she asked.

He looked over at her. “For faking an orgasm just from your first penetration.”

“You knew?” Her eyes went wide.

“Well, you didn't clench on the inside at all. Why'd you do that?”

563 looked away from him, her cheeks blushing green again. “I, well... I was a little scared. I thought that would end things.”

“But eventually you started to like it.”

“Oh yes. Very much.” Her eyes went a little dreamy for a second, but then she snapped back. “But there was another reason...”

He looked over at her and waited for it.

“I guess I was already starting to have, well, feelings for you. I didn't want to see you as 297's sex slave.”

“You wanted me for yourself. How sweet.” He shook his head slowly.

“Hey! Being a sex slave isn't what I want you for!”

“Isn't it?”

After a long while of walking quickly in silence, 563 spoke up again, “So... I'm going to be your 'maid', right?”

He nodded.

“Do I get to wear the outfit?”

The image of her like that slapped him and stuck in his mind. For a moment, that was all he could see. “Um...” He shook his head, trying to clear it, and was partially successful. “Sure, I guess. It's traditional, right? Just have to find one small enough...” It was getting hard to breathe. “You're going to have to stop being quite so adorable. I'm not sure I can take it.”

“I'm gonna win your heart in no time!” She jumped onto his back and hugged his neck again.

“Right, right.” He walked on for a moment, very conscious of the heat from her body as she rode him. “Can I ask you something?”

“Of course, my love!”

“Why didn't you transform into an adult mare? An adult pony? Why'd you turn into a filly like this?”

“That's simple.” 563 giggled a little. “I don't have enough mass for that. This filly body is about as big as I can go.”

“And can't you change your hair and coat colors to something else?”

“That would be more difficult and I'd need more love energy. I'm sure if I get some from you right now...”

“No.”

“Well, then I'm stuck transforming into something I can see.” She looked down at herself. “What's wrong with this, anyway? Does it disturb you for some reason? Is it ugly? Maybe you only like changeling bodies?”

“No, well... Ugh, this is awkward.” He took a deep breath. “Your disguise makes it look like I've molested a minor or something, and since you have the same colors, ponies are going to think I'm messing around with my little sister. I don't want to get accused of incest.”

563 laughed and blushed at the same time. “Sorry about that, but I can't do anything to help it. Don't worry, I'm really an adult, even though I'm smaller than most changelings my age.”

“Well, other ponies don't know that, so be careful when we're in public, okay?”

“I'll remember.” She looked at him slyly. “But you like it, don't you?”

“Like what?”

“When we were in the cave, you said you liked how small I am, how tight I am down there... Doesn't that mean you like your mares filly-sized?”

“Oh, I... Um... The thing about that is...” He felt his face burning furiously with a blush.

563 giggled merrily. “Hooray! I'm the mare of your secret fantasies! I'm the pony who can fulfill your ever forbidden wish, right? Now I'm sure to win your heart! Yes!”

“Uh...” He was beginning to sweat. “We've really go to hurry if we're going to make it on time. I'm going to run now, okay?” He began a light lope with 563 still on his back.

“Woah!” She gripped onto him more tightly, trying to avoid falling off. “You're not going to make it easy,” she said softly to herself, “but I can feel it – I can taste the love you feel for me. Maybe this risk is going to be worth it after all.”

Maybe getting caught wasn't so bad after all, the guard thought to himself as he ran toward the horizon, and toward his future, their future.