It was a bright day in the meadow that afternoon. A perfect day for a picnic, a canter through the grass, or even picking flowers. She’d been picking flowers for hours now, and he’d been watching the whole time. Every time she bent down, her tail rose just a little, giving a glimpse of that sweet rear he’s been observing so long. His dark jaws watered at the thought of how smooth the flanks must be, how firm. He thanked the powers that be quietly every time she bent over to grasp another flower in her mouth that he had been born a changeling.
As each flower fell into the basket at her side, he knew that she was that much closer to being done.
It was now or never.
With a deep breath, he closed his eyes and felt the change began to happen. Light shimmered briefly around his hooves, rising to cover every inch of his body until it drifted up past his head to form a light blue horn. He’d always chosen unicorns; he had found they were more appealing to the ladies.
When he opened his eyes, her back was to him, and she was still unaware of his presence. In a fit of brilliance he snatched up the nearest white daisy in his mouth and walked to stand behind her. He cleared his throat and she spun, obviously surprised to see someone else there. When she saw it was another pony, she seemed to relax a little, much to his pleasure.
“Um, hello…” she said hesitantly in that lilting voice of hers. It made his chest tight with desire just to hear it. “Can I help you with something?
The changeling put on his very best smile. His horn glowed a dazzling blue and the flower floated from between his lips to tuck itself neatly behind her ear.
“You missed one,” he said kindly. “And it would be such a shame, considering how lovely it looks on you.”
Even through her pink fur, he could see her blush. Perfect, this was going to be too easy…
“So my dear lady, what is your name?”
She hesitated, looking shy.
“It’s Lily. And you would be?”
He’d had the name in mind for a while now, so it came naturally. He swept a low bow, like he might be a noble pony or some such appealing thing.
“I, my dear, am Azure Ocean. It is a pleasure to meet you. Might I say, your name fits you well. You certainly are as lovely as a lily.”
Her blush intensified and she looked away from him, giggling to herself.
“Thank you,” she murmured. “Yours is nice too.”
“So my dear, what are you doing out here all alone? Surely one so pretty deserves an escort?”
The changeling walked to stand beside her, protectively, like he was actually worried about her.
“Oh,” she said. “I’m just picking flowers for my shop. It’s such a nice day and…no…I don’t have an assistant or anything.”
The changeling smiled wider and looked down at her small form. She was fragile like a flower indeed, but so soft looking. He wondered if her petals would break if used too roughly.
“Might I volunteer then? We could get the work done faster that way.”
She lit up as the sound of that.
“That sounds great! Thanks so much!”
They walked through the meadow together picking flowers until her bag was full to bursting. He played the friendly gentleman, making comments on how nice her hair looked, how her cutie mark shone in the noonday sun. But every chance he got, he glanced her way to see that little tail lift as she reached down for a daisy. He almost couldn’t control himself. Almost.
“You look tired my dear. Perhaps we should rest at that tree over there? The shade looks inviting,” he said, indicating a small oak only a short walk away.
“Yeah, sure.” She said. “I could use a sit down I suppose. Who ever thought flower-picking would be such hard work!
They both laughed as he escorted her over to the tree. He indicated a comfortable looking patch of grass for her and she sat down with an exhausted sigh.
“Hey, thanks again all this,” she said. “You speak all fancy for these parts, are you from Canterlot?”
“But of course!” he said quickly, spotting his opening. “I actually am head of a small spa there.”
“Really!?” she said with a little gasp, bringing a hoof to her mouth. “One of my friends actually works at our local spa! Have you heard of a pony named Lotus?”
“You know…I might have, now that you mention it. I’ll look her up when we get back. Does she do massage by chance?”
Lily sighed and shook her head.
“No, well, maybe. Mostly some other workers do that part. She helps with the bath, but I’ve never had a massage there.”
“Well, that happens to be my specialty,” the changeling said with a smile. “Might I offer a free sample?”
“Oh but I couldn’t!” she said, placing a hoof to her chest and shaking her head.
Her blonde main bounced and danced around the frame of her face.
“I insist, it could help with those sore muscles from flower picking.”
She seemed a little uncomfortable and shifted uneasily. Her blush had returned, and she wouldn’t meet his gaze. He scooted a little closer to her on the grass, trying to comfort her.
“Gee, I dunno…”
“Hey, relax. I’m a professional.”
Without waiting to see if she would protest, the changeling reached out with his hooves and ran them down her back, from her shoulders to right above that glorious ass. She let out a soft, surprised cry that quickly changed into a moan of pleasure. He repeated the gesture, and felt her start to relax under his touch.
“Oh wow,” she said breathlessly. “You’re really good at that.”
“Stretch out, I’ll show you what I can really do.”
Without any sign of hesitation, Lily slumped down with her hooves out in front and behind, her chin resting on the grass. Already, her eyes were half open and her body was relaxing. The changeling positioned himself at her side and applied gentle pressure down against her shoulders and back. He held back his desires as she let out another soft moan. Easy now, not yet. Just a little longer, then it would be time to make the move.
He brought his hooves down beside her spine, changing them slightly to be softer, more able for massage. With every pressure he made on her muscles, she made a soft whimper or moan. It was intoxicating. Gradually he began to move lower to the small of her back where it met the top of her ass. There was tension here, and he worked it hard, delighting in the yelps when he hit a tight spot.
“You’ve got a lot of stress here,” he said.
“Mhhhhmmh,” she muttered dreamily.
He moved lower still, beginning to feel the curve and cushion of her rear. He watched her face for any negative reaction, but she lay there with her eyes closed, breathing little groans of ecstasy into the grass. He ventured further, pressing one hoof down into the center of one cheek. It was just as firm and soft as he had imagined.
“Mh, careful,” she murmured without opening her eyes. “Getting a little low there.”
“I’m sorry,” the changeling said, trying to keep the lust from his voice. “You just have such a good looking rear. It’s hard not to touch. You’re a very beautiful pony, Lily,”
“Hmmm, thanks.” she said, smiling gently. It was almost as if she was drugged.
He placed another hoof on her ass and began to massage them in circles, peering past her tail to catch a peek at her pert little anus and maybe even her sweet pussy. Was she getting wet yet? He almost hoped she wasn’t. It always felt better when there was a little friction. He pulled her cheeks apart and looked full on at her naked pussy. He could see it all, the pink lips, her clit, and the opening that was, indeed, looking very wet and inviting. Lily yelped and sat up a little, suddenly much more awake.
“Hey, what-“
The changeling quickly held a hoof to her lips to silence her.
“Please don’t be mad with me Lily,” he whispered, peering deep into her eyes until they began to swirl green. “I’ve wanted you since the moment I saw you. You won’t deny me, will you?”
He’d seen the queen do this so many times, and had found that the skill was indeed useful. It had taken practice, on rabbits, deer, other changelings...but now he had mastered it, and could put it to good use. She shut her mouth and shook her head wordlessly, no. She wouldn't resist. He smiled and patted her cheek.
“That’s a good girl,” he whispered. “You just lie still and enjoy. After all, I’m very good with my hooves.”
Her eyes had returned to their normal color, but the effect was still there inside her. She was still his to control.
With a wide smile, the changeling returned to the succulent view of Lily’s pussy. It was truly growing wet now under his hypnosis, and he ran a hoof over it, feeling the warmth of her juices. She moaned sharply at his touch, and he felt her tremble a little. He brought the hoof to his lips and ran his tongue over it.
“Oh, you are very sweet my dear,” he said in an almost purring voice. "The nectar of your flower is delicious."
He brought his hoof again to her pussy, gently grazing her clit until she squirmed and whimpered for him. He loved the power and continued touching her, dipping the tip of his hoof into her now dripping entrance. He could take her gently like this, please her and then fuck her so gently that she’d love every minute of it. But that just wasn’t his way, that wasn’t what he wanted from this little filly.
“Lily,” he said, leaning down to whisper into her ear. “You know how to be a good girl, don’t you?
She nodded emphatically. He kissed the edge of one ear and grinned.
“Then be a good girl and don’t scream too loud when I do this…”
In a flash he was on top of her. His hooves expanded, becoming something like cuffs that held her hooves hard against the grass. His back hooves encircled her fetlocks so that she was pinned down and unable to move. She gasped sharply, and for a moment he worried that she was coming out of her trance, but she remained still, and didn’t cry out. Not yet at least.
He positioned his hips behind her, feeling the moisture from her pussy against the inside of his legs. His cock grew, becoming larger and larger, disproportionately big to his body. He glanced down at the opening and shrank it a little. No use in breaking her right away. She moaned loudly as he pressed his head against her lips. He pushed harder and harder, not bothering to spread her. Her opening resisted and he loved the feeling of the tension building against his cock. Then at last he gave a little thrust and his member burst through the opening into her warm wet pussy.
She cried out in pain and in pleasure as he drew out and penetrated her again. Then again. He loved the sudden squish his cock made as it forced its way inside, and loved even more the way she jerked back her head and yelped at every motion. All at once he thrust himself deep into her, as deep as he could till he could feel himself stretching the back wall of her insides. She was now crying out in obvious discomfort, but the hypnosis kept her liking it enough, and kept her from screaming too loud.
Perfect.
The changeling began to thrust, dropping his unicorn image to reveal the black legs and see-through wings that his species was known for. He grunted as he began to thrust rhythmically, listening to the regular slap of his body against her now freely flowing fluids. His thrusts increased in speed, as did her cries of pain and euphoria. He tightened the grips of his self-made cuffs on her limbs till he was sure it was hurting her. Lily buried her face in the grass, muffling her screams.
“That’s my good girl,” the changeling growled between grunts. “Knew you could keep quiet.”
He swelled his cock inside her till he could feel it stretching her further. He could feel her twitch around him as she squealed against the grass. He resumed fucking her, pushing himself as deep as he could with every stroke so that her round and supple ass rested against his stomach.
“Mh, Lily, you’re so tight,” he groaned, quickening his pace. "I'll see if I can fix that."
The little mare writhed under his body, intensifying the waves of pleasure rolling through his body. She was panting hard and shaking all over from the feeling of his massive cock practically tearing her up inside. He pounded himself in and out of her, feeling the friction of her tight little opening squeezing him from his head to his balls.
All at once. She tipped her head back and let out a shrill, whinnying moan. He felt her muscles seize and twitch around his cock and felt a rush of warm liquid spill out against his lower body. With shock and pleasure, he realized that she was already cumming. She gasped for breath, shivering in the ecstasy for her unwilling orgasm. He couldn’t help but grin at the silly little mare, but he never slowed in his thrusts and soon she was yelping again, oversensitive now from cumming so hard and reluctantly.
“My turn, my dear,” he grunted.
His pace was so fast now that he was sure she was in agony. Her hips still bucked with pleasure though, and he timed his thrusts to bring him deeper harder by using her body. He gritted his pointed teeth and slammed his body against her, feeling the pleasure building inside him. Soon he too was panting as he grew closer and closer to release.
“Ohhhh Lily,” he groaned. “You’re mine. Mine.”
He repeated the word with every stroke.
At last he could feel himself reaching the point of no return. He began to fuck her as hard and as fast as he could, ignoring her intensified cries. Then he buried his cock all the way to the back, pressing up against the opening of her womb, and let out a deep and growling cry. His seed shot forth, filling her completely till it squirted out onto her ass and flanks.
Lily moaned and the changeling gave a few extra strokes, feeling her much-abused pussy milking him of every last drop. Then he slowly withdrew his cock, seeing his cum mixed with small ribbons of red spilling out onto the grass. He released her hooves and sat back to admire her ass once again, now flecked white with his cum.
She lay there, panting before him, trembling all over from the sensation. Her cheeks were flushed, her golden mane and tail a mess. But she was smiling as she whimpered. Had she liked it that much? Or was it just the hypnosis forcing that smile onto her face? He found he had no preference either way. The changeling smiled too and leaned down to plant a small kiss on her nose. That was his Lily now, as she always would be. He had plucked her, and he would keep her. He raised her head with one hoof and waited for her to open her eyes. When she did, he fixed her with a gaze till the green swirl again came to her.
“You will wake up in ten minutes,” he said in a soothing whisper, trying to hide his own breathlessness. “and you will have no memory of this. You will feel sore from your day picking flowers, and you will return and take a long hot bath.”
She nodded, smiling up into his dark face. He could let it go at that, he though. He could cherish this moment and leave her alone from now on. But then again…
He glanced down at her full bag of flowers, then picked up a mouthful of them and tossed them out into the grass.
“I don’t think you have enough flowers,” he crooned. “Tomorrow you will come back to pick more. Understand?”
She nodded willingly, then closed her eyes and went limp. He sighed and gave her used-up body one last look before glancing away. The changeling gently lowered the pony's head into the grass and took wing, leaving her to her fitful and feverish dreams under the oak tree.
-End-
Author's Note
...yeah, this story distresses even me.
If you don't enjoy this, well, I don't particularly fault you for that, but thanks for reading despite the subject nature!
If you enjoy...good for you ya sick fuck. Thanks for reading to you too.
-Pencil
