My Little Changelings: Love Is Delicious

by Miss Marionette

Rating: mature
Tags: My Little Pony: Friendship is Magic, Queen Chrysalis, Adventure, Sex, Anthro, Main 6
Length: 22293

Chryaslis has been defeated, tossed from Canterlot and considered dealt with. Too bad she intends to make a comeback to rock Equestria to the core.

Chrysalis has been defeated, tossed from Canterlot and considered dealt with. Too bad she intends to make a comeback to rock Equestria to the core. The Elements of Harmony would never be the same again, when she's through with them.

Lovely little fic I got to write when commissioned by a friend over at F-List. Contains sexual themes, transformation, egg laying, and general changeling delight.

Published 2016-01-10 03:40:02 UTC
Last updated 2016-04-04 22:03:45 UTC

It's Good to be Queen

Chrysalis couldn’t quite comprehend her current situation in the grand scheme of things. How could of things gone so possibly, completely, and utterly wrong? Everything had been going perfect, down to the last letter! Sure, that annoying purple little brat had been able to figure out that Chrysalis wasn’t actually Cadence, but by that point it was much too late. Her brood broke through the barrier, Chrysalis was able to overpower Celestia herself thanks to how much love she drained from that fool, and the day was just turning out so perfectly! Those six brats didn’t even get to the elements of Harmony to stop her! A girl truly could have it all!

That is, until it all suddenly went wrong. Chrysalis had to admit, she could of possibly prevented this next bit, but she had been far too busy riding the high of what she’d considered a complete and total victory. That was when those two imbeciles, Cadence and Shining Armor, were able to not only unite for some no doubt disgusting display of affection, but somehow summed up enough power to send not only her hive, but Chrysalis herself hurtling out of Canterlot, and into the great unknown! Oh yes, Chrysalis was not pleased at all with her current predicament, or those who placed her in it.

All good things naturally come to an end, and so too would Chrysalis’ musings and her flight path. The dark queen of the Changelings landed with a rather painful sounding crunch upon the dirt. Chrysalis took a few long moments to just sit there, letting the pain she felt in her hindquarters slowly subside while taking stock in what she was surrounded by. As far as Chrysalis would see...green pastures and a few stray trees, and nothing else. No ponies, no changelings, none of her old hive or distinguishable landmarks!

The changeling queen rose to her hooves with a small groan, stretching herself out and ensuring that everything still worked after such a massive toss. A quick test proved that her wings would still take her airborn, her horn could still cast magic, and everything was working. Chrysalis proceeded to take a mental stock of her current predicament. Her hive was scattered to the winds, and she had no interest in trying to gather them back. She knew how changelings worked. They would find their own methods of love gathering, and stick to that. She may get a few back, but it wasn’t worth the effort.

Months of ceaseless work and planning, preparations and carefully laid groundwork down the drain! Hours upon hours of reviewing what her scouts brought her about Princess Mi Amore Cadenza, getting everything perfect, waiting for right after that bumbling idiot proposed to replace her and begin draining Shining Armor of his love. Ugh...those horrid nights of having to deal with his constant attempts to pour affection on to her, through gifts or...touching. The very worst of all was the times he wanted to MATE! Mating with a pony was just so...utterly...horrid! That was when it suddenly dawned on Chrysalis like a crashing wave.

Towards the end, when she had begun to care less and less for her cover because of the utter success her plan was going through...she stopped caring if that fool even wore protection. Horror began to wash over Chrysalis’s face as she realized her grave mistake. That blue mane’d bumbling idiot! He had actually deposited his...his seed into her! The groan that left Chrysalis would be one for the ages. He was hardly even a proper lay! Chrysalis just had to look betwixt her own thighs and scoff. She herself had a much more mightier length than that whelp! A good sixteen inches compared to his meager foot.

Suddenly, Chrysalis had a realization...While Shining Armor was a wimp of a stallion, he wasn’t that bad of a unicorn. No, if anything, his ability to keep that shield up was actually rather commendable. No...Maybe Chrysalis holding his seed within her body actually wasn’t half bad of a thing? That changeling queen lowered her hands to rest softly over her abdomen, a dark smile creeping across her face. Yes, she was in desperate need of a new hive. Now, the load of one stallion would hardly be enough to get her a large and proper brood, but, it would be more than enough to ensure that she could actually get started instead of whining and complaining in this meadow. The changeling queen would just have to find somewhere to lay first.

It was only after much searching that Chrysalis found the meadow to be rather lackluster and lacking to what she needed, like a proper cave or hiding place. The changeling queen, much to her own, personal dismay, had to eventually settle upon a large tree towards the top of one of the hills. This would, at least, keep her safe from any kind of sky view looking upon the meadow, should any ponies come looking for her. No, if Chrysalis wanted to make her comeback, she had to do it on her own terms, without the interruptions or intrusions of any of those dreadful ponies, and especially not those of the six elements of harmony. She had no clue what the elements would do to her, nor did she wish to discover it either. All good things come in time.

Deeming that she was safe, the changeling queen finally began to focus her magic. Now, changeling pregnancies worked quite differently than a pony’s pregnancy. While for a pony, their pregnancy time was usually set in the stone of twelve months, changelings didn’t need to suffer through that. Instead, all it took for a changeling to come to full term was a bit of love, funneled into the fertilized eggs waiting within their wombs. Now, Chrysalis wouldn’t want to admit this publically, but the sensation...it was utterly ambrosia.

The feeling of her womb just slightly tingling as her magic entered into those eggs, barely bigger than a pebble at this point, but swiftly beginning to swell out and grow, charged with the magical energies of changeling refined love! Those foolish ponies, they didn’t know what they were doing! They had the capacity to create love freely, and they just left it to fade in the air! Love was a resource to be refined and used! Just like Chrysalis was putting it to use right now, and oh, did it feel fantastic.

The changeling queen didn’t cease the rubbing of her slowly swelling belly, watching as it began to grow more and more taunt, her breasts filling up with a liquefied form of love that her babies would need to grow so big and strong, to better take on the ponies for next time she may need. Already her vaginal canal was beginning to grow hot, grow moist, in preparation to start laying the eggs, but one would need to be a fool to deny the pleasure of it. The changeling queen squatted down in preparation, reaching a single hand out to grip the tree next to her. This was going to be a strong session, she could already feel it.

Chrysalis could feel her body getting into preparation all over, even her plump, sizeable orbs being pulled back into her body to make the exit from her vagina all the easier. Chrysalis could feel it all building, the love fueled magic flowing through her, the eggs getting to their proper size, about as big as large apples each. In it’s own way, it was like a unique kind of orgasm that the changeling queen was all too happy to ride. She was almost sad that she didn’t have another changeling or an enthralled pony here with her. Otherwise, she could just pump her eggs into THEM. That was always a pleasurable activity for both parties involved.

At long last, Chrysalis tossed her head back and released a loud, almost bellow of a moan as the very first egg tumbled from her depths and onto the ground of the hill. Oh, she’d almost forgotten how gloriously pleasurable it was to lay with all of this drama and planning going on in Canterlot. It made Chrysalis pity the ponies, really. They would never know the pleasure that this could bring them. A pony would never be able to enjoy the sensation of bringing their own brood into the world, one precious egg at a time. There was only one way that they would ever know this pleasure...and the thought suddenly caused a large grin to spread across her lips.

There was not only a way that a few ponies could feel the pleasure of having their own brood, but more than that, it was a way that Chrysalis could take out multiple birds with only one singular stone. While, in the end, it was Cadence and Shining Armor who truly brought about the queen’s expulsion from Canterlot, there were six specific ponies who definitely helped. Six ponies who had not only defeated Chrysalis, but Discord, and Nightmare Moon before him! Six ponies who Chrysalis was now feeling could be much happier as another, better race.

Chrysalis coo’d to the pleasure of not only laying out the eggs on top of this hill, but also her glorious stroke of genius that she’d had. What hope could Equestria possibly have if she took their own heroes, and made them her princesses instead? It was only a myth, of course, but Chrysalis had full confidence in herself that she could make it work. Already she was planning on who she could take on first for this new and glorious endeavor. While she would adore nothing more than to sink her fangs into Twilight, in a manner of speaking, she would probably be one of the harder ones to bring to her side.

Besides Twilight, Chrysalis had no doubt that Applejack, Rarity, and Rainbow Dash would more than likely also each be a pain to convince over to her side. They were each strong willed individuals, and would be tough to fool. That left Pinkie Pie. Chrysalis shivered at the idea of that pony and her...uniqueness. No. To take on Pinkie Pie, Chrysalis would need a definite plan on how to handle, convince, and convert such an odd pony. No, Pinkie Pie could wait. That left the final member of the Element Bearers…

Fluttershy. Oh, how Chrysalis felt the corners of her mouth turning up with glee at the thought of that butter colored mare. If there was any of the element bearers that Chrysalis could pull over to her side, it would definitely be the dear Fluttershy. She was the kindest, most caring pony that Chrysalis had laid eyes on during her time in Canterlot. She was so sweet and deliciously gullible! Chrysalis could see it in her mind’s eye now, approaching Fluttershy’s cottage and pouring some sob story onto her to get entry. With that done, well...it’d be much too late for the dear animal caretaker.

With her plan on how exactly she was to make her glorious comeback in stone, Chrysalis felt that it was finally time that she could throw herself into the full pleasure of the egg laying session. She already had laid a few, but she could feel in that distended belly of hers that there was still a good amount just waiting, and thus, there was still a plentiful amount of pleasure to be had for her! Chrysalis took a deep breath, before using her free hand to finally grip her member in her hands, and begin to stroke. Oh, she was going to enjoy this to the fullest.

Chrysalis closed her eyes, and gave herself over to the pleasure of laying. With one hand, she gripped onto that tree for support, her claws beginning to indent into the tree bark deeply, her tongue lolling from her mouth as the changeling queen simply let her pleasure build and overtake herself like a great wave. Chrysalis had been under too much stress lately, with all of this planning and plotting on her plate. She needed this, a good masturbation session to clear her mind. She’d already come up with a plan on how to handle the element bearers, and with them out of the way, the princesses and the rest of the ponies would pose little threat. Equestria was as good as her’s.

With her mind at ease, Chrysalis fully began to indulge herself. Her hand let go of her already thick, erect cock, only to bring it up to her mouth. The changeling queen let her tongue slide out, before she began to lick and lube up her hand with her own saliva, shivers climbing up her back in anticipation of what was to come when she was finally done. She let her long tongue rub over her palm, before slithering up each finger individually, not wanting a single centimeter untouched. She finally tugged up her tongue with a flourish, before gazing down onto her length with a newfound sense of eagerness and anticipation.

She wrapped her fingers around the base of her cock, coo’ing out into the air with sheer satisfaction. Another egg came tumbling out of Chrysalis’s vagina, and another shot of pleasure was sent through her entire body, and caused a droplet of pre to form on the tip of her spear, the first drop in a mighty torrent. Chrysalis began to pant with a renewed vigor, and let her hand start to slowly glide up that cock. Feeling each and every little detail as she lubed the shaft with her saliva. Her hand slipped over her medial ring and causing the changeling to shiver, before the adventure simply continued onwards.

Finally, Chrysalis reached the head of her already flared cock, and just had to take a few moments to bask in all of this wonderful pleasure, the shivers still rising up her back every time her labia lips parted, and another new, shiny egg fell out and into the world and into her growing clutch. This was just so utterly pleasurable, and Chrysalis used it as her fuel to pull her hand back over her exposed member, before she went right back to stroking! The Queen took a minute to give thanks that she was alone for the time being, otherwise she couldn’t fully indulge like this! It was unprofessional to do it while planning on conquering a nation.

The Changeling Queen began to find that she could time her strokes with the rate that the eggs were leaving her depths, and even acquire a rhythm to the stroking of her cock in time with the laying of those eggs. So, naturally, that is exactly what Chrysalis began to do, rocking her hand so tantalizingly slowly over her well lubed cock, just teasing herself like no one else really could, ears flicking as she listened to the light little plop of egg landing upon egg in that pile while Chrysalis’s own cock began to gently drool out a more steady stream of her liquid pleasure.

Chrysalis could feel the steady pressure building in her length, but she didn’t want to just release it all just yet. Not when there were still a few eggs left inside of her body, slowly making their way out! The royal changeling chewed her bottom lip sensually, and slowed down her pace to just fully enjoy the ambrosia that was the pleasure still pulsing through her body. Each hand stroke of that cock making her mewl out with delight, each egg tumbling out a treat to enjoy for the queen.

Yet, like always, all good things must come to an end, and so too did the queen’s session of laying eggs. Chrysalis felt the final egg tumble out, and that was the green light to really toss herself into it. Pleasure had been sheer ambrosia and more, yes, but it was finally time. The changeling queen gave a bellow of a moan as her balls plumped back onto into her world, with no eggs to be in the way of anymore, and her hands picked up the pace on stroking her stiffy. The queen even let go briefly to rub her hand against her well moistened, still oozing vagina, before she went right back to pumping herself, the new, fresh, naughty lube only pressing her onwards!

The changeling queen didn’t last long, her hand well skilled on the act of her own pleasure, and with a loud shout, Chrysalis threw her head back. Her cock fired off like a cannon, shooting rope after rope of virile seed ahead of herself, and onto the ground below. The orgasm continued for a good minute, the pent up queen basking in her own after glow of pleasure. When it finally ended, Chrysalis looked at the cum stained ground and smiled. The next time she orgasmed like that, it would be in the depths of that adorably naive butter colored mare, Fluttershy. Glancing to her eggs, it made Chrysalis smile all the wider.

She knew exactly how she was going to get into Fluttershy’s cottage, too.

Author's Note

Lovely fic I got commissioned to write. Here's hoping there's more down the line, no?

A Little Taste of Kindness

“Now, Angel Bunny, please! You know today is my spa day with Rarity, and I would hate to be late! Please just eat your salad, and I promise I’ll get the right leafs next time.” Fluttershy pleaded with her problematic life couch of a bunny, urging the bowl of leafy greens towards him, but as usual, Angel Bunny was not having it. That bunny knew that Fluttershy knew exactly how he liked his salads, and the fact that she had a spa day with Rarity today was no excuse as to why it should be so very wrong! Angel Bunny would not stand for such an atrocity, and no matter how powerful of a stare down Fluttershy gave, he had to remain resolute.

Fluttershy gave a soft sigh, looking at her favorite rabbit and personal pet over the little bowl of leafy greens. Oh, how she loved animals, but sometimes Angel Bunny could be such a pain in the rump. Still, Fluttershy loved him like all her woodland friends. It was just another breakfast filled morning in Fluttershy’s cottage, all of the other animal friends cared for barring that certain rabbit. Fluttershy bit her bottom lip softly. She really didn’t want to have to use the...the Stare on Angel Bunny, but she couldn’t be late for that spa trip with Rarity!

Suddenly, there was a knock upon the door. Fluttershy couldn’t help but let out a soft sigh of relief at the opportunity for a respite with the battle with Angel Bunny. She loved that bunny but he could be so difficult sometimes. The butter colored mare stepped up to the door, not bothering to peek out of the glass. It was more than likely Rarity or one of her other friends coming to visit! Angel simply glared holes into the back of Fluttershy’s head, but didn’t dare pursue, lest she unleash the stare upon him.

Looking down briefly to ensure that she was still clothes, the pegasus confirmed that she was wearing more than an apron. Fluttershy just couldn’t help but enjoy a more natural approach to life now and again. That had led to a few naturally embarrassing meetings between Fluttershy and whoever was knocking on her door. Not this time! There was another knock again, more of just a reminder knock, prompting Fluttershy to pick up the pace.

“Just a minute!” Fluttershy called out to the knocker, walking up to the door. The mare didn’t even bother to peek out of the door, perfectly safe in her assumption of it being one of her friends. The mare pulled open the door with one of her sweet smiles before it suddenly shifted and contorted into one of complete and total shock, even horror at who had sauntered on up to her door and had had the nerve to knock. Fluttershy tried to slam the door shut, but a black, chitinous hand reached forward and stopped the door before it could be closed, locked, and barred.

“Fluttershy, please! I need help, and you are the only one in all of Equestria who could possibly help me right now!” Chrysalis urged, holding the door open with one hand, while holding all of her eggs in an odd looking sac in the other hand. She’d even remembered Fluttershy’s name!

“I-I am sure that whatever you need help with, you can find someone else to help you out! Busy today, very very busy!” Fluttershy had to somehow contact her friends, the royal guard, the princesses, anyone to get rid of this villain!

Chrysalis frowned a bit. If she was going to gain this mare’s trust, and more importantly, access to her house, she was going to need to pull out all of the stops. She wanted to save this for at least till she had entrance, but the changeling queen could tell already that she was going to need to pull out all of the stops to put her plan into action.

Slowly, the queen leaned in, while her body began to unleash a pheromone into the air. Fluttershy’s nose would just catch a whiff of it. An oddly sweet yet earthen scent, that definitely wasn’t there before. “Please, Fluttershy, you are the ONLY one who can help me. I have eggs, children, Fluttershy!” Chrysalis urged, and it was as if a flip was suddenly flicked in Fluttershy’s head. Chrysalis had children. Young, innocent babies yet to see the world! Well, if there was one thing that Fluttershy could not abide, it would be letting innocent creatures suffer. Besides.

At least they weren’t dragons.

“F-Fine. Come inside. We can at least figure out what to do with you after you’ve had a chance to properly explain yourself.” Fluttershy finally said, opening the door wide once more and stepping back to allow Chrysalis entrance.

“Oh, thank you Fluttershy, you are truly saving the lives of both myself, and all my little younglings.” Chrysalis smiled, sauntering her way into the house. Fluttershy didn’t notice at first, but the changeling queen’s rather...curvaceous form was naked and on display, and more than enough to set the cheeks of that mare alight. This was a creature that not even a few days ago they’d been in battle with for the sake of Equestria, and now here she was, in Fluttershy’s own home, buck naked! The mare just began to followed after Chrysalis after shutting the door, still getting nose fulls of that scent, the other animals in the room backing away from the imposing nature of the changeling queen.

“Please, do make yourself at home...Would you like some tea?” Fluttershy found herself asking, Chrysalis gently setting the large sack of eggs down on one side of the couch, the sounds of soft clinks and clacks filling the air with every little movement of the bag.

“If you would be so kind.” Chrysalis smiled back at the pegasus, who only swallowed a small lump in her throat before hurrying off into the kitchen. Fluttershy couldn’t believe what she was doing. This was madness. This was utterly crazy, really! She had Chrysalis, Queen of the Changelings, in her very house! This was the same creature who had kidnapped Cadence, locked her up under Canterlot, somehow beat Princess Celestia in a magical duel...Just, so many terrible things! Yet, here she was in Fluttershy’s home. She was here...with her babies.

That was right. Fluttershy had to keep that most important detail in mind. Chrysalis was a mother here. She had young, innocent babies that have done nothing wrong. Maybe, if Fluttershy played her cards just right, she could actually turn Chrysalis around to something redeemable! Fluttershy was the element of kindness after all, and if anyone had the power to turn Chrysalis around and into a force of hopefully good, then she would of helped Equestria as a whole!

With that goal in mind and motivating the butter mare, she finally got to work on prepping the tea for Chrysalis. A nice, warm, herbal blend would no doubt paint a pleasant picture for what Equestria could offer for Chrysalis. Fluttershy even got out her finest tea pot while she set the kettle upon the stove to begin boiling. In the ground up tea leaves went into the pot, a plentiful amount, and Fluttershy waited. She ensured to get out the tea cups, milk jug, and sugar bowl that all went with this set. It’d been a gift from Rarity.

The tea pot eventually blew it’s spout, and Fluttershy had gathered up some small cakes that Pinkie had given her. She knew that changelings seemed to feed off of love, but, maybe some pastries made with love would serve just as well? It was worth a shot, just like everything else that Fluttershy was doing today. Pouring the water into the pot and letting the aroma fill the kitchen, Fluttershy gathered all the cups and jugs and bowls and the pot itself onto the tray, before turning with a flourish and stepping out into the living room.

The sight that graced Fluttershy’s eyes made her stop and give a small gasp, inhaling that sweet yet earthy scent which had overtaken the room. The animals had all left the room, more than likely intimidated by the changeling queen sitting, no, lounging out on the couch with her entire body on display. The sight brought a blush flying right up to her delicate cheeks. The sight before the butter mare was completely, utterly lewd. Chrysalis was splayed out on the couch, her body on display and her legs spread. Fluttershy had dealt with a lot of animals in her time, but never before had she seen something so...girthy. It was even intimidating! Could Fluttershy...The mare shook her head rapidly. No, Chrysalis was a guest, and Fluttershy shouldn’t even be HAVING those thoughts!

“Oh, I’m sorry, Fluttershy! I thought of all ponies in Equestria, you would be able to appreciate a more...you know...natural visage.” The changeling queen smiled to the element of Kindness, who only blushed harder, fidgeting where she stood.

“O-Oh no, it’s quite alright, M-Miss Chrysalis, I wouldn’t want to impose anything. I-I mean, even I go around naked once in awhile!” Fluttershy blurted out, before her eyes went wide, wings moving to cover her mouth. Why in the world did she say that? That was something she only revealed in private! To her close friends who had already discovered it on accident. Chrysalis herself just smiled from her spot?

“Is that so? Well, Fluttershy, please don’t let me stop you from living in your home the way you desire. Please, I insist. Here.” Chrysalis gripped the tea tray with her magic, pulling it away from Fluttershy’s hands and placing it gingerly onto the coffee table in front of herself, before looking at Fluttershy expectantly. Fluttershy only blushed and shifted on her hooves before letting out a long breath. Chrysalis was only trying to be a good house guest after all, wanting to make Fluttershy comfortable in her own home. Chrysalis grinned, seeing the conflict on Fluttershy’s face. Her musk was having an effect.

The buttermare took a deep, steadying breath, before reaching down and gripping the hem of her sweater. Up her arms pulled, revealing inch by inch her delicate torso. Chrysalis licked her lips at the sight of the mare’s gentle pudge, the body perfect for such a sweet flower as Fluttershy. The sweater got stuck on the breasts, Fluttershy having to give an extra tug that when the sweater was finally past her bosom, the mare was still jiggling. Chrysalis had to use a good chunk of willpower not to grow aroused at the sight of those two delightful, naked melons. This mare was clearly blessed, and the fact that she didn’t bother with a bra was even better for the changeling Queen. Maybe she wouldn’t need to even work too hard.

Fluttershy stood there for a few long moments, letting Chrysalis bask in her bashful, topless glory. Fluttershy truly was a looker, one that Chrysalis could enjoy to the fullest. Fluttershy had to take another steeling breath, not knowing of the pheromones filling the air, working against her to loosen her up. To bring a heat to her entire body, a little bit of extra flush to those delicate cheeks. Fluttershy had no idea at all, and Chrysalis was reaping the benefits. Moving her hands southward, the mare places her thumbs into the waistband of her bottoms, before beginning to press it down, chewing her bottom lips as a way to take her mind off of the lewd action that she was doing, and in front of a guest no less! Still, Chrysalis had insisted. The hands moved south, slowly peeling away those bottoms to reveal Fluttershy’s shapely hips, supple legs, just sending shivers up Chrysalis’s spine.

“My, my, my, Fluttershy, a body like yours should be on display much more often! For such a shy mare, you are doubtlessly...ravishing in your appearance.” Chrysalis coo’d, her eyes just feasting on the sight of that timid, naked mare, her body revealed and heated from the rush of blood and even the arousal Fluttershy could feel! She had had her masturbation session yesterday, she shouldn’t feel such growing lust in her loins, and yes standing here naked with Chrysalis, it was like a slowly encroaching fog upon her more intelligent thought.

“T-T-Thank y-you, queen Chrysalis…” Fluttershy stuttered out, cheeks a flush, hands moving to try and figure out the best way to cover her plentiful breasts, her legs crossed to hide her delicate marehood from the Queen.

“Please, Fluttershy. Sit down, let’s enjoy some tea. Get to know one another.” Chrysalis grinned, patting the seat directly next to her, keeping her gaze focused on the mare in front of herself. Fluttershy swallowed a small lump in her throat, before offering Chrysalis a smile, and sitting next to the changeling queen. She took a small moment to notice their sheer size difference when Chrysalis was sitting up. It was like sitting next to Princess Celestia, but, so much more lewd...Just one of those breasts were bigger than Fluttershy’s head alone!

Slowly, the pair of them began to indulge in the tea that Fluttershy had prepped, her session of stripping naked having given it ample time to actually cool down. Fluttershy had never once before thought that she would be sitting down with such a figure as the Queen of the Changelings, enjoying a spot of tea, in her own living room! Not that it was too surprising, considering how much her life had changed during this time of being an element of Harmony. Fought to save Equestria, made new friends, met the princess, got to be in the royal wedding...all in such a small amount of time, and now, she was having tea with a changeling queen!

Time ticked on by, the pair taking it to enjoy one another’s company and sip some tea, enjoy some snacks. The animals didn’t come around, but Fluttershy didn’t even think about that. She was more focused on the slow heat bubbling within her body, the smell wafting heavily off of Chrysalis and filling both the room and Fluttershy’s senses. That sweet, flowery yet earthen scent. Chrysalis herself watched Fluttershy carefully from the corner of her eye. Taking note of each little fidget, every small squirm of the mare. Just gauging how deeply the scent had wiggled into that delicate head of hers. Chrysalis had all the time in the world, no need to rush.

“So, Fluttershy...Do tell me, have you ever...gotten natural with somepony else?” Chrysalis suddenly asked, breaking the silence and leaning in towards Fluttershy. Fluttershy blinked curiously, looking towards the shapeshifter and cocking her head.

“Gotten...natural?” Fluttershy questioned, her eyebrow raising up on her head to look at Chrysalis. The changeling only smiled once more, leaning in close to the pegasus. She reached out, taking Fluttershy’s hand into her own, and slowly guiding it. Fluttershy watched the hand with baited breath, before Chrysalis casually rested it upon her shaft. The mare lit up like a Hearth’s Warming Tree at the lewd act, yet she didn’t pull away.

“Surely you understand what I mean now. Natural, Fluttershy. All of your little animal friends get natural with one another, as I’m suuure you’re aware. Have you…? Have you, and forgive me for the bluntness, ever had...sex?” Chrysalis finally asked, the word piercing the air and filling Fluttershy’s ears, her eyes growing wide at the implication.

“M-Me, have sex!? Oh dear, oh heavens no, I could never! I couldn’t! It’s meant for loving couples who are married and I don’t think I could ever be ready to marry…” Fluttershy began to mumble and stutter, but Chrysalis only grinned. Oh yes, this was perfect. Such a sweet, innocent little mare. Chrysalis knew she was going to enjoy this. She slowly began to make Fluttershy’s hand stroke up and down that long, thick shaft, the mare’s eyes affixing to it, but unable to stop. It felt like a pleasant warmth in her hand, and Chrysalis had been such a pleasant guest...and it smelled good.

“Sex isn’t hardly so complex Fluttershy. Sex is something that, when done right, is a very pleasurable experience for both parties, and should be shared between good friends...and you want to be my friend, don’t you?” Chrysalis coo’d, letting her musk come off of her in waves to assault the mare. Fluttershy swallowed a lump in her throat, and nodded timidly. “Then let’s have sex, my dear element of kindness…” Chrysalis murmured, leaning in and dragging her tongue up the length of Fluttershy’s neck.

Fluttershy gasped out loudly, eyes widening, body twitching at the sudden sensation that shot through her entire being! She’d never felt something like that before, even when she herself was indulging in her own flesh. Chrysalis smiled to herself at the reaction. Nothing could top a Changeling’s saliva for the ultimate aphrodisiac. Potent enough to loosen up even a mare like Fluttershy, without making her some drooling, incoherent mess!

Fluttershy wiggled slightly as Chrysalis guided her hand, up and down, up and down that thick, changeling length. Chrysalis had already been quite aroused, but she was just helping Fluttershy get her the rest of the way there. Already, she could smell the scent of the mare in the air, swirling up into her nose, that sweet, enticing scent. Oh, Chrysalis was going to enjoy this, not even considering that glorious end goal.

“Mmm, you see, Fluttershy, this is what we call a handjob...One of the wonderful methods of foreplay, right after a proper fingering.” Chrysalis commented, reaching her free hand up to her mouth. The changeling licked the fingers thoroughly, before reaching down slowly, teasingly, Fluttershy watching with baited breath. Those fingers plunged into her tight, virgin depths without warning, and Fluttershy could only throw her head back, moaning for the entirety of the house to hear! Chrysalis only grinned wider. Oh, she had this mare in her clutches, easily! She was going to give Fluttershy a night to remember indeed. “Now with that out of the way...Let’s get into the thick of it.”

Removing her hand, Chrysalis began to take full control of the situation. She took Fluttershy’s hand off of that cock, before placing her hands directly on Fluttershy’s waist. Chrysalis knew how she wanted to go about this. Each and everyone of her motions had to be deliberate, and comforting for the mare next to her, lest it would all have the potential to go rather foul. Lifting her up into the air, letting Fluttershy hover there in intense anticipation, before the main show finally began.

Chrysalis brought the little mare down slowly, gently, letting the pair of them feel that heat radiating from Fluttershy’s marehood onto Chrysalis’s cock, and vice versa. The changeling queen only let that intense feeling of wonderful heat build for a few short seconds, before finally lowering Fluttershy the rest of the way. The moment that her cock touched those tight, virgin lips, Fluttershy gasped out loudly, eyes widening. Chrysalis smiled, rubbing her cockhead against those lips in a up and down motion, listening closely to the little sounds Fluttershy made, all of her little whimpers of delight.

When Chrysalis felt that Fluttershy had been teased enough, she lifted her up once more, before suddenly pulling the mare down again. Fluttershy nearly squealed out into the house, as that cock parted her virgin for the first time, and began just slowly slide in, deeper and deeper still, paying minute attention to each and every little sound, movement Fluttershy made. Chrysalis might of had a plan, but she also felt like Fluttershy deserved a good first time, considering their soon to be relationship.

Fluttershy felt that cock filling up her virgin tunnel, the sheer girth of that thing more than enough to make that sweet mare feel an acute, intense pleasure, that entire beast no doubt covered in aphrodisiac to keep that mare enjoying it, to keep her in her depths of ecstasy. They’d hardly started, but Chrysalis was very good when you got down to it. Her cock kept advancing up till it finally hit that membrane of a barrier. Chrysalis gave Fluttershy a few kisses on the neck. This next part? It was going to hurt...but after that, it’d be worth it.

“Fluttershy, I need you to trust me.This next part isn’t going to feel too good...But after that, I promise you’re going to love it.” Chrysalis coo’d to the yellow mare. Fluttershy swallowed down a lump in her throat that had formed, before nodding slowly. She knew what was coming next, and that she’d need to brace for it, but good Celestia above in Canterlot, did she find herself wanting it, and wanting it bad. Chrysalis gave a nod of confirmation to the needy pegasus, before lifting her slightly up on that cock, and tugging her down harshly, bucking her own hips up to tear through that membrane in one swift motion.

Fluttershy yelped out loudly, suddenly holding onto Chrysalis tightly, tears welling up in her eyes and whimpers escaping those lips, while Chrysalis simply held the mare close and murmured sounds of comfort into her ear. The worst of it was over, and now they could get onto the properly enjoyable part of it all. Chrysalis provided Fluttershy for a few long minutes of rest, before that sweet mare gave a single nod that she was ready to continue onwards. Chrysalis smirked, before she began a new, her vigor picking up the pace, find a good, solid rhythm. In, and out, in, and out, she began to press her cock into Fluttershy, only pulling out till the head remained, before she would press inwards again, each time going just a little bit deeper than the last.

Lewd sounds began to fill the air of the innocent cottage, the sounds of Chrysalis’s cock pressing in and out of that pussy, the large, thick member coming out covered in a layer of Fluttershy’s feminine honey each time, before diving back in for yet another covering. Fluttershy making her own symphony of sounds. Gasps, moans, whimpers, and a variety of other noises left the lips of the mare to let Chrysalis know how well of a job she was doing.

The pair definitely made a lewd sight, Fluttershy totally lost to the pleasure that was rocking her body, she didn’t even think of the spa appointment with Rarity that was fast approaching, not when this felt much better. Chrysalis stayed at her strong, steady pace, her incredible changeling length letting Fluttershy know exactly how big it was, the mare able to look down and see a visible bulge in her abdomen, before Chrysalis would pull herself back, and thrust inwards again. Fluttershy panted out, eyes lidded, body rocking in time with the thrusts, breasts bouncing with each time, hands hanging down to her side.

Chrysalis happily did all of the work for the pair of them, feeling as her cock began to seep a steady, yet consistent stream of pre into the depths of that mare, which seemed like little shots of pleasure each little droplet that leaked into the depths of that mare. One hand she held onto Fluttershy’s thigh, while the other reached up to begin to grope and massage one of those utterly plush breasts, the changeling queen beginning to picture how Fluttershy would look when Chrysalis was done with her. Oh, she was going to make a gorgeous changeling princess, the thought enough to cause a large glob of pre to spurt up into the velvety tunnel of Fluttershy, the pre beginning to mix with the feminine honey covering Chrysalis’s cock.

“Mmmph...Fuck, you’re tight, miss element of kindness…” Chrysalis grinned, leaning in and letting her tongue out, licking along the inner canal of Fluttershy’s ear. “I don’t know how long I’ll be able to keep a hold of myself...I’m gonna blow, soon, right inside of you…” Chrysalis teased, squeezing the handful of breast she had a little, pinching the nipple between her fingers. Fluttershy gave an utter shout of pleasure into the air, tossing her head back.

“F-Fill me up, Chrysalis! P-Please! I can’t take it anymore! It feels good! So good!!” Fluttershy panted out, eyes clenched tightly shut, her entire body beginning to grow tense and twitchy. The pleasure was ever building in her depths, like a boiling pot, growing hotter, the water bubbling up higher and higher, threatening to spill out. Chrysalis grinned wider than a cheshire cat. Now was time for the grand finale then!

Chrysalis pulled her hips back, tugging till her cock was barely inside of Fluttershy’s pussy, the head barely parting those feminine lips, Fluttershy panting and twitching, Chrysalis’s cock throbbing heavily, before the changeling queen suddenly gave a loud grunt, and thrusted her length right into the depths of the mare! Fluttershy screamed once again in pleasure, her vagina clamping down on that cock, spasming and beginning to milk it for all it was worth, and Chrysalis’s cock reacted in kind, as a bulge seemed to travel up the entire length, before exploding into the depths of Fluttershy. The rush of hot, virile warmth was immaculate, as Fluttershy’s midsection slowly began to swell out into a sphere, small at first, but growing still thanks to the sheer volume of Chrysalis’s release.

It was a heavenly sensation, the warmth filling up Fluttershy’s depths, Chrysalis holding the buttermare close, holding her steady while she rode the aftermath of that orgasm, the geyser of cum finally ceasing and leaving Fluttershy with a soft, spherical pot belly of seed. Chrysalis leaned back in the chair, licking her lips and gazing at Fluttershy. With the cum filling her up, it wouldn’t be long now, not long at all. Fluttershy yawned, leaning back against the changeling, not even taking note herself as the cum in her womb began to oddly get warmer, and that warmth began to slowly spread out from her belly, and fill up her entire body.

The first thing that Chrysalis could see shifting about Fluttershy was her size. Slowly, but surely, that small mare was beginning to grow. Not in weight, or in muscle mass, but her whole entire frame. From a meager size for a pony, she began to become larger. Her body catching up with the likes of the princesses, and Chrysalis herself. A frame that could be called amazonian easily enough, towering over other ponies. Chrysalis enjoyed it, while Fluttershy, in her tired haze, could only give small little gasps at the pops and cracks coming from within her as her entire body reacted, but this was just the beginning.

With her body swelled up to a good and regal size, the transformative effects of the cum that filled up the butter mare began to kick into overtime. Her entire body began to slowly take on a darker shade, her soft, delicate fur slowly giving way to a chitinous shell, not the black color of Chrysalis herself, but it was a dark chitin all for Fluttershy’s own! The mare’s wings gave out a stretch behind her, extending to their full glory, before a green fire began to engulf and climb up them. Chrysalis watched with interest, seeing those wings change from the feathered wings of a bird, to long, insectoid wings, a small number of holes piercing them, but no doubt she would keep the ability to fly.

The changes had yet to stop for the pony becoming a changeling, as the green fire began to grace the mane and tail of the element of harmony, along with a singular point on the mare’s forehead. Chrysalis watched with great interest as it advanced, gracing that gorgeous mane, and leaving only a few holes inside of it, as was the mark of the modern day changeling, before a gnarled horn finally began to grow out of Fluttershy’s forehead. Chrysalis felt a delightful swelling in herself, a pride as she held the figure on her lap, a pair of fangs peeking from that mouth cementing the changeling Fluttershy had become, Chrysalis even able to feel her across the hive link now.

The final piece finally kicked in, right at the crotch of Fluttershy. Chrysalis looked down with eager anticipation, as a small fire started right at the crotch of the mare, above her vagina, but not too high. Chrysalis chewed her bottom lip softly, as a mass began to grow out of that fire. A long, thick member began to grow out of the fire. It wasn’t hard, but that didn’t stop it from being an impressive cock indeed, a pair of utterly plush balls almost flopping out, under that cock, landing into place and completing Fluttershy’s gender shift to a hermaphrodite changeling.

“Fluttershy. Oh, Fluttershy, it’s time to wake up.” Chrysalis urged, able to read the plans that the mare had for today. This was perfect, just utterly perfect.

“Mmmm...yes, mama?” The new changeling asked, her eyes fluttering open, and focusing on Chrysalis, who could not be grinning wider at the revelation. Everything had gone off without a hitch! Not only had she changed Fluttershy’s body, but she had also changed Fluttershy’s perception of the changeling queen! Not only could she make a pony a changeling, an element of harmony no less, but they could also be brought into the hive. This filled Chrysalis with a renewed sense of glee. Things were going to be perfect indeed.

“You have to get up. Your spa day with your lovely friend Rarity is today, after all, and I would loath for you to miss it. Today is the special day for her, remember?” Chrysalis asked with a delighted coo, before Fluttershy’s eyes snapped wide open, and she was scrambling to get off of her dear mother’s cock, beginning to clothe herself.

“No, no! I would hate to be late! I do so love my spa days with Rarity!” Fluttershy said, as she began to hurriedly gather her clothes, her purse, Chrysalis simply admiring the new size of the changeling, and the knowledge of her victory. If Fluttershy had shaped up this well, Chrysalis could hardly wait for how her precious other daughters were going to look. The elements of harmony were going to be hers, in this, Chrysalis was extremely comfortable.

“Mmm, and remember, Fluttershy…” Chrysalis began, stopping the mare and taking her head into her hands. “Till you get to the spa, you must stay clothes, and in your pony form...but once you actually get to the spa, and alone with Rarity, I think it’s high time that she joined our darling little family, don’t you agree…?” Chrysalis grinned, a blush coming onto the cheeks of the other changeling, who only smiled herself and nodded.

“Oh, to have Rarity as a sister...why, that’d be lovely…” Fluttershy agreed, her wings buzzing in excitement at the prospect of a bigger family. Chrysalis only chuckled, letting go of her face and leaning back into her spot on the couch.

“Wonderful! Now, do go have fun, my precious Fluttershy!” Chrysalis said, waving to the mare. Fluttershy smiled, bowing her head to her brand new mother. She reclothed in the clothes that she had on earlier, before her body was engulfed in green fire, reverting herself back to the pony she was before, but she’d never be able to go fully back. Out the door she went, and Chrysalis moved to just lounge upon that couch, stretching herself out and grinning. “This day has been just perfect...The kind of day of which I’ve dreamed since I was small~” Chrysalis sung in a delighted tone.

The element of Kindness had fallen into her hive, and was now a changeling princess bound to her. Soon enough, she had the utmost confidence that Fluttershy would be able to entrance Rarity, and bring her into the fold. She could hide out in Fluttershy’s cottage till it was a proper time to reveal herself, but for now, she was more than content to sit back, relax, and wait.

Author's Note

FINALLY got it! I feel good.

A Generous Helping

“One moment, darling!” Rarity called to the insistent knocking upon the door of her boutique. The lavishing, most famous seamstress and dress designer of Ponyville having been caught right in the middle of actually sprucing herself up. Today was Fluttershy and Rarity’s designated day out to the spa, and far be it from Rarity to not look her absolute, most stellar best! Why, if she didn’t, Aloe and Lotus might think that Rarity didn’t hold their establishment up in a high enough regard to spruce herself up before going there, and you just couldn’t have that, now could you? Another trio of knocking on the door was more than enough to knock Rarity out of her current mental self reasoning session. “Coming!” Rarity shouted in her typically sing song voice, heading for the boutique door and tossing it open.

“Oh, hey there, Rarity!” Applejack was the one who had been standing there and knocking so insistently. The country pony was standing sidelong to the door, a confident smile upon her face.

“Why, hello, Applejack. What can I help you with?” Rarity asked, putting her own hands held behind her back, looking over to Applemare. There were no signs of wear, tear, rips or malfunction to her current outfit, so it couldn’t be something so simple as a dress fix up.

“Well, ya see, Ah was wonderin’ if maybe ya’ll would wanna come down to the farm later, seeing as Sweetie Belle and Applebloom are both out of our manes for the rest of the week. Just you, me, maybe some cider if ya’d like.” Applejack said, putting on the biggest smile that she could muster, yet trying to stay...professional? Rarity fixed Applejack with a bit of a steely gaze, tapping her hoof and crossing her arms over her chest.

“Applejack, this isn’t some sort of scheme of yours, trying to tie me into doing hard, honest, country labor because your sister isn’t around to pick up the slack, is it?” Rarity questioned, leaning in and a fixing Applejack with her stare, burrowing into the working Earth pony’s very soul as if she would find the reason for why Applejack wanted her to come over buried somewhere where her eyes could find. Applejack swallowed down a small lump that had formed in the base of her throat, a slight sweat working it’s way onto her form and a red tinge coming to her freckled face.

“Not at all, Rarity! In fact, Ah got Rainbow Dash coming over a little while later today to help with the applebucking! You won’t need to do a single lick a’ work, and ya’ll won’t just be watching me at work either. Ah promise, it’d be a focused on us hangin’ out and all.” Applejack countered, Rarity keeping her fixed with her eyes, before suddenly leaning back and letting a smile cross those alabaster lips.

“Why, than that sounds absolutely lovely, darling. I will simply have to come over once I’m done at the spa with Fluttershy. If that’s really quite alright with you, AJ?” Rarity questioned, putting on a smile again and boring into Applejack with those big, sparkly blue eyes. The working mare felt like she could be melted under that gaze if Rarity wanted.

“Sure, Rares! Ah’ll just be waitin’ out on the farm when ya’ll are done getting all prettied up at yer spa with Fluttershy. Rainbow Dash won’t be over till much later anyway.” Applejack explained, getting another smile out of the Ponyvillian seamstress.

“Absolutely marvelous, Darling! I’ll see you then!” Rarity nodded, before slamming the door in Applejack’s face. There was another loud thud after Rarity had closed the door, causing the ivory unicorn to pause for a few moments and look back over her shoulder at the door. No shouts for help, the unicorn shrugged her shoulders and brushed the sound off as completely nothing to be concerning herself with. She still had a spa date with Fluttershy to be getting to after all. Far be it ever from Rarity to be late, as utterly fashionable as being late could sometimes be. The ivory seamstress simply went about making some final, last minute preparations before she set out for the town. Opalescence was well fed and had water, Rarity’s outfit was absolutely on point, and every other door was locked up. “Get ready, Ponyville, Rarity is heading for the spa!”

Rarity stepped out into the fresh air of the town, just stopping to take a deep breath of that wonderful spring air. Her spring line was already constructed, produced, and on the bodies of mares from the Canterlot to Manehatten, but Rarity still had to stop herself from bolting back into the Boutique and getting started on her spring line for next year. There would be time for that after the spa and your time with Applejack, Rarity. With the mare reinvigorated and refocused, she began to make her way for the Ponyville spa.

The walk towards the spa was rather uneventful, mostly Rarity with her own thoughts, the unicorn thinking back to how she and Fluttershy started this tradition together. It had taken some insistence on Rarity’s part, the pegasus being so dreadfully shy, but with the sheer level of natural beauty that she possessed, Rarity had simply refused the mere idea that anypony, let alone self respecting mare, wouldn’t want to do any and everything in their power to not only consolidate but heighten their own beauty! Rarity still wasn’t sure if Fluttershy got the whole concept, but the point was that this was one of their favorite weekly events, and that is what mattered.

When Rarity finally did arrive at the Ponyville spa, Fluttershy was standing outside waiting for her friend. Rarity approached happily, only faintly catching a rather intriguing scent in the air, which seemed to be getting stronger the closer that Rarity got to Fluttershy. It was absolutely a delightful scent for Rarity, like fresh wildflowers on a clear day, but with a bit of an earthen undertone. It tingled her senses, and made her feel oddly good. Maybe it was a magical perfume, imported from Canterlot? Though, Fluttershy to import an item of vanity so expensive...Rarity was definitely going to have to look into this!

“Oh, Fluttershy, Darling! I simply have to ask what IS it that you are wearing?” Rarity asked, walking up to the buttermare pegasus and taking her up in their ceremonial, pre-spa hug. At such a close range, the scent seemed to be coming off of Fluttershy in thick waves. Rarity took a nice, deep whiff of it, before releasing a soft sigh. It wasn’t overpowering at all, despite the intensity with which Rarity could smell it. This was, without a doubt, one of the most luxurious scents she had smelled. It gave her the tingles all over!

“What am I wearing? Oh, well, just a simple sundress, and, um, some stockings…” Fluttershy trailed off, hugging Rarity closer to her frame. In this close of contact, Rarity could swear that Fluttershy almost felt softer than she did last week, but, one question at a time. It seemed that Rarity would be getting inquisitive about quite a few topics on this day!

“No, darling, not your clothes. That absolutely luxurious scent! It has to be the most pleasurable thing that I have ever smelled, but I have never smelled it before! It fits to you an utter T, Fluttershy! I simply must know not only the name of the scent, but who is its creator so I can order an entire batch of it for myself!” Rarity smiled, breaking off of the hug and leaning away from Fluttershy, leaving her hands upon the other mare’s shoulders. Fluttershy blushed, smiling but fidgeting under Rarity’s hands and gaze.

“Oh, it’s nothing that special, Rarity. Just a little thing I found around the house.” Fluttershy smiled, but that just got Rarity to give her a look of insistence, which seemed to do the trick. “Well, if you must know, it’s a scent called Royalty, but I’m not sure who actually manufactures it. Maybe I can bring some over to your boutique, and you can find out for yourself?” Fluttershy asked, grinning a bit at the seamstress. Rarity seemed to stand there for a few moments, basking in Fluttershy’s scent, seemingly debating on if she was going to pursue the topic, or if that answer was satisfactory.

“Mmmm, alright, if you say so, sweetness. Now come on! Far be it from us to end up late to our appointment when we’re right outside of the spa itself!” Rarity laughed, unhanding Fluttershy and making her way into the spa itself, Fluttershy chuckling a bit as well and following Rarity into the spa itself. The looks that suddenly struck both of Aloe and Lotus spoke volumes of Fluttershy’s new scent, the buttermare getting a coy glance from Rarity, before she turned forward and signed in the pair for their appointment.

“Hello, Aloe, Lotus. Fluttershy and I are here for our normal weekly appointment. The full suite, same as always.” Rarity smiled, setting down the small bag of bits onto the countertop to pay for it. Fluttershy had tried to pay for these trips when they first started coming to the spa, but Rarity had been utterly determined to be the one providing for Fluttershy’s beauty and general care. It was the absolute least she could do.

“Oh, yes, of course...But, Misses Rarity, could you please say, what is that heavenly scent?” Aloe asked, leaning over the counter, Lotus just as insistent, lingering while she waited for an answer to the conundrum. Rarity only chuckled, while Fluttershy blushed heavier than before, shifting where she stood.

“It’s Fluttershy’s latest perfume, utterly avant garde I know, even if she insists it’s something that she had lying around the house. The moment I know what it is, I’ll fill you in.” Rarity winked, looking over and just grinning at Fluttershy. The pegasus just bashfully cast her eyes to the crowd. The spa twins snickered themselves at the display, before finding that they were pleased with the answer, turning and making their way to prepare the spa for the pair of mares.

The spa finally began proper, and discussion of Fluttershy’s new and amazing scent fell to the wayside in the face of other topics and pleasures for them to discuss. Though, at the same time, that scent was also not something that could be completely blocked out. When Fluttershy and Rarity sat down for their hoof and nail care sessions, Rarity was constantly taking slightly deeper breaths than she expected herself to, finding the intoxicating scent wriggling its way into her mind and swimming about, making her body tingle still and a teeny tiny heat plant itself into her depths.

During their full body massage, again the scent did not come up in conversation, but it was more than plain enough to see that it was doubtlessly affecting everyone present, barring Fluttershy herself. Rarity watched Fluttershy from her table, her mouth moving while her eyes looked over Fluttershy’s form and hoped the other mare didn’t notice. Aloe herself was breathing a bit deeply while she was massaging Fluttershy’s form, and Rarity was pretty sure she could pick up on a sense of envy coming from Lotus. Celestia in Canterlot, Rarity herself was finding a plume of jealousy at the proximity that Aloe was getting! It added a sense of...anticipation to the Sauna, when Rarity would have Fluttershy to herself, as odd of a thought as that was!

When the mud bath finally came about, Rarity felt like her resistance was slowly being stretched thin by this constant exposure to that magical scent, and judging by the spa twins, they could emphasize. When Fluttershy stripped her frame of any and all clothes for her mud bath, all three sets of eyes were locked onto that soft, gentle, ever so curvaceous frame of the pegasus. If any of them had been in their right and proper minds, they would have doubtlessly been able to notice that Fluttershy was definitely more plush than she had been in previous weeks, each inch of that gentle form possessing an extra layer of succulent pudge...but, they didn’t, and when Fluttershy sank into the muddy depths, they got could stop staring.

At long last, the time of the sauna came about, and Rarity felt as if a massive weight was being lifted off of her shoulders! She could finally get Fluttershy all to herself in the sauna, and when she had her...well, Rarity was rather unsure of what she was going to do, with the scent swimming in her head like it was, but by Celestia she knew that she was going to be doing something to that pegasus within those steamy walls! Aloe and Lotus eyed up Rarity with no small amount of envy themselves, handing the pair of mares their towels, and getting to work on heating the room. Fluttershy just smiled coyly to them all, before slipping inside. Rarity couldn’t follow her fast enough, both of their bodies still laid bare.

Finally in the sauna, Fluttershy sat her plush form down and stretched out, releasing a soft yawn, and patting the spot next to her. Rarity moved in, sitting herself down, and gasping out. The scent, oh, that amazing, magical, immaculate scent, it was as if it had been amplified by the enclosed space and the heat of the sauna, swirling and churning in the tiny room, attacking all of Rarity’s senses as if it was a unified mass. A heat had definitely bloomed deep in Rarity’s form, and she found herself chewing her bottom lip in a vain attempt to control it. Fluttershy just leaned back, perfectly at ease, watching Rarity shift and squirm, before finally she began to speak.

“So, Rarity, do you want to know the secret about my new scent?” Fluttershy asked in a coy tone, her face one of smugness, and Rarity’s eyes went as wide as saucers at the sudden offer to know the mystery about the beast that had been shoving her so firmly up a wall.

“Oh, please, darling yes! I have to know! That scent is so completely, utterly maddening! I want to tear my mane out and toss myself at you!” Rarity panted, revealing her feelings and getting girlish giggle to fly from Fluttershy’s lips, the mare just giggling away. It actually took her a few agonizing minutes to get control of herself, before she was smiling at Rarity again.

“I was telling the truth when it said that the scent is Royalty, but I was actually lying when I claimed I know who manufactured it. The truth is, is because it’s my natural musk, Rarity. How you didn’t notice before is beyond me. I’m a princess, and my scent only helps show off that fact.” Fluttershy winked. Rarity was utterly dumbfounded by the words coming out of Fluttershy’s mouth. A princess? Her natural musk? None of this was making any sense, and the confusion on Rarity’s face was plain.

“F-Fluttershy, sweetness, you are going to have to elaborate, darling. I just, I don’t quite understand what it is you’re trying to say, darling.” Rarity confessed to the other mare, who just grinned wider, shrugging her shoulders.

“Alright, Rarity, you asked for it. I suppose that I was going to be showing you this soon anyway, but, you can’t scream, run, or over react.” Fluttershy commanded, fixing Rarity’s eyes with an intense gaze, and Rarity’s mouth clamped shut. She swallowed a lump in her throat, but could only nod, affixed as she was with Fluttershy’s legendary stare. There was no malice, but the air of command was undeniable. Fluttershy finally closed her eyes, and let out a content sigh.

The sauna was suddenly bathed with the light of a green fire, Fluttershy’s entire form combusting in that familiar effect. Rarity was frozen with a mix of amazement, awe, and fear. She had seen Chrysalis do this same thing, but, could do nothing about it thanks to the commands that Fluttershy had issued, the scent swirling about her and the memory of that stare keeping her firmly planted in her seat. Fluttershy’s form just, swelled in front of Rarity’s eyes. Her already bountiful breasts seemed to surge in size, from hefty and palmable to about the same size as Fluttershy’s head, capped with thick, enticing teats as well.

Fluttershy grew taller over all, from her meager size to sheer amazonian in height, easily dwarfing Rarity and probably the entire population of Ponyville itself! It was an amazing sight in of itself, but there was more to occur. Rarity’s eyes seemed naturally drawn to where the action was happening on Fluttershy’s body, ensuring that she would not miss a single second of it. Not Fluttershy’s bottom rounding and plumping out, her lower frame becoming utterly voluptuous. Rarity saw Fluttershy’s coat darken a few shades, fading from soft velvety fur to a malleable chitin, holes appearing in her limbs, her wings morphing to a much more...insectoid persuasion, even as a horn grew out from her head.

That wasn’t the only place that Fluttershy was growing a horn, either, as the changeling royal spread her legs. Rarity lowered her eyes, the anticipation and fear mixing as she awaited what she would see. The fire lit on Fluttershy’s crotch, and out grew a thing that set Rarity’s cheeks to a very deep shade of crimson. A pole of a equine cock grew out from that crotch, making Rarity gasp in her surprise. It had to be the biggest mast that Rarity had ever seen, and the pair of testies that seemed to flump out when the hard shaft had reached its peak only confirmed that this member was fully functional. Rarity stared at the sight, her mouth agape with what she’d witnessed. Fluttershy just smirked, hand reaching out and placing a digit under Rarity’s chin, closing her mouth and tilting her to look into Fluttershy’s face.

“I have a question for you, Rarity…” Fluttershy’s voice oozed with that same appeal that her scent had, the unearthly echo effect of all changeling’s seeming to only add to her tone and purpose of words. Rarity swallowed, eyes wide, body trembling, staring into the face of the changeling royal, entire form on edge as she awaited the question. What would it be. Would it be kind, would it be damning? Was any of this even real? “Do you want to be a princess too?”

“Sweet Celestia in Canterlot...Y-Yes, Darling, oh yes! Make me royal, make me worshipped, make me glorious!! Make me a princess!” Rarity’s voice almost cracked with which the speed she gave her answer, Fluttershy only giggling impishly, licking her lips with anticipation. That is the exact answer that she had wanted to hear from the other mare, down to a T. Without another word, she leaned in and brought Rarity closer, before she locked the pair of them in a kiss.

From the very start of the kiss, Rarity knew that she had absolutely no control of this situation after giving her answer. Fluttershy’s mouth invaded Rarity’s own like a beast, mixing their saliva and wrangling Rarity’s tongue without giving Rarity’s tongue a chance to resist. Rarity found that she wouldn’t want to resist, or even control a single aspect of what was about to transpire. Her feminine folds grew wet with their eagerness about the events they could soon expect, Rarity breathing deeply once more of the intoxicating changeling scent, drinking deep of Fluttershy’s aphrodisiac like saliva and shivering with the so much delight and carnal need!

The kiss broke slowly, a single strand of saliva connecting both the mares’ tongues. Rarity’s eyes lidded half way, gazing at Fluttershy, her breath already heavy. Her nipples were erect, her clit was winking, and Fluttershy could smell the arousal of the unicorn in the air. This just seemed to bring a twitch to her own loins, and a smile to cross the changeling royal’s lips. She was so going to enjoy this time with her dear friend. It was time for Fluttershy to show Rarity some generosity, after all.

Fluttershy lifted Rarity up into the air without even the smallest sign of trouble, speaking volumes of the amount of strength that she held in herself. About the strength that Rarity would soon have in her own limbs, the thought enough to draw a soft moan out of Rarity’s lips once more, which suddenly grew in length and volume when Rarity found her winking marehood pressed against the head of Fluttershy’s shaft. It was so mighty, so meaty, it was different than anything Rarity had felt before, and anticipation crawled its way up Rarity’s back. Oh, heavens, she was going to enjoy this to the fullest, and so was Fluttershy.

Rarity received a comforting kiss upon the cheek from Fluttershy, the changeling royal at her base still the element of kindness. Rarity smiled, before giving a thumbs up as a sign to continue, and giving full control back to Fluttershy. Fluttershy nodded her head, and began to slowly pull Rarity down the length of her member, Rarity tossing her head back and groaning as that cock head stretched at her walls. It was easily the biggest thing that Rarity had taken into her marehood, and she found herself reaching back and gripping onto Fluttershy’s arms for support. While the scent and the saliva ensured that it felt pleasurable, Rarity’s vagina was still being filled by the equivalent of a coke can.

The slow journey down Fluttershy’s cock, and up into Rarity’s depths, made Rarity a shivering, gasping, panting mess of a mare. It was just so much sheer girth, not one inch of Rarity’s feminine tunnel was left untouched. Fluttershy herself chewed her bottom lip, these velvety folds clenching and massaging her entire girth was amazing for the changeling royal. No wonder her mother Chrysalis had enjoyed her time with her so! Now it was time for Fluttershy to enjoy her time with Rarity, who almost screamed in pleasure when that medial ring popped into her. Oh, how they were thankful for the almost soundproof nature of the sauna. An interruption would be utterly inconvenient, not when it was Fluttershy and Rarity’s special time together.

It took some wiggling, but at long last, Rarity finally connected with Fluttershy’s crotch. She looked down, and gasped in sheer amazement. Her abdomen was utterly bulged with the outline of Fluttershy’s cock, rising there to show off just how large that beast was! It made Rarity’s heart flutter, her loins grow all the more moist, a ceaseless ooze sliding down that thick beast of meat, while Fluttershy’s cock was already seeping a stream of pre into Rarity’s depths. Though, now that she’d been properly stretched, a grin grew on Fluttershy’s lips, the fun could really begin.

Rarity was given no real warning this time, as Fluttershy gripped the mare by her hips, and began to pull her up on the length of her shaft, Rarity mewling and gasping the entire way up, eyes wide and body electric with the intensity of the pleasure she felt on her way up. Fluttershy herself was chewing her lower lip, eyes fluttering at the feeling of her and Rarity’s sexual fluids, all sealed in by the girth of Fluttershy’s cock.

When Rarity finally hit the top of that cock again, Fluttershy let her sit there for a few very long moments, the ivory unicorn panting with need. Well, now that Fluttershy knew that she could go both up and down in the depths of the seamstress, she began to get active once more. Her horn lit up, and enwrapped the entirety of Rarity’s form, leaving Fluttershy’s hands free to reach up and grip Rarity’s breasts, squeezing those marshmallowy mounds in her grasp tightly, rousing another moan out of Rarity’s mouth once more, her body utterly like a live wire with the assault of ecstasy Fluttershy was providing.

As the pair began to find a lewd rhythm, Fluttershy began to engrain her magic a bit deeper into Rarity’s very being, the changeling royal leaning in to gently nibble upon the neck of the ivory unicorn, who was only adding her voice to the lewd symphony that the cock and the vagina were making themselves, a sliding sound accented with the smack of flesh to flesh whenever Rarity hit the base, before it would resume all over again, up, and down, Fluttershy doing the work and Rarity basking in the pleasure.

With the rhythm found, and the pleasure at a solid peak, Fluttershy began to let her magic do its work on the body of Rarity. Rarity tossed her head back, bellowing out a moan as her entire body was suddenly filled with an all encompassing, ecstasy like warmth to just make her writhe around that cock, not even noticing as she was slowly, but quite surely beginning to change. The very first change that would begin to rock over Rarity was her coat slowly turning from her pristine white to a darker, utterly fabulous dark plume purple, fitting of the darker chitin colors of the changelings that had come before her.

Rarity was hardly through, though, as her entire frame began to grow as one entirety, the bigness spreading to each and every inch. Fluttershy had promised Rarity that she was going to be making a royal out of the seamstress, after all, and while Fluttershy wasn’t Applejack, she was going to definitely keep to her word. As Rarity’s form grew from a simple unicorn mare, to much grander size, closer to Fluttershy’s own, that cock only began to fit better and better into Rarity’s depths, bringing the heights of pleasure they could reach higher and higher, that nagging of mild discomfort now totally disposed of.

The pace only picked up from that point, and with the pace of their love making picking up, so did the changes that were washing over Rarity’s body as she became so much more than just a pony. Her curves began to shudder and swell out, breasts piling on weight and heft, yet never once losing their perkiness. Hips and rump taking on a much more plump, maternal form, but holding onto the utter beauty that Rarity was known for, her mouth agape and tongue lolling as she was rocked with this pleasure.

The next wave of changeling adjustments began to come onto Rarity’s body, that pleasure having no signs of stopping. The tongue within her mouth became more pointed, lengthening and coiling within the air, the enjoyable feelings simply making her body twitch in every single which way possible. Her teeth shifted, becoming greatly numb before shifting and tugging out into the defined points that one could expect to find in a changeling’s mouth, while Rarity’s horn morphed atop her head, becoming longer and more gnarled as was the changeling way!

Her hair grew out to a more regal length, before a small slew of holes littered both her mane and tail, as did they come to her arms and legs, but it was hardly a bother. A minute price to pay for what Rarity was getting in return! Oh, the power she felt coursing through her veins, the new senses, the new drives, the changing pony bellowed out for more, and Fluttershy only pressed on her magic to provide! Much like a good friend should! Rarity still had some finishing touches to put on, after all!

Rarity’s back tingled, before suddenly, out of it grew a pair of gorgeous, hole filled insectoid wings, stretching out to either side of her. Rarity absolutely felt regal now, her mental state shifting subtlety to accept the hivemind, and a few truths that it offered, such as that Chrysalis was her wonderful mother, and Fluttershy was her sister. Rarity’s mind, so wracked and flooded with pleasure, could do nothing but accept this. With the changes mostly done, Rarity’s scent filling the room and mixing with Fluttershy’s own, the pink haired royal knew that she could finally really bring it all together. There was only one last, ever so important detail on Rarity’s frame to bring out.

Rarity could feel the pressure suddenly building in her crotch, but, it wasn’t like her normal feminine orgasms, where it was a pot boiling over. No, this was a pressure, like a cannon building up. That was when it suddenly happened. Without warning, Rarity’s crotch suddenly began to just explode with that changeling fire, as her own pillar of powerful changeling breeding meat swelled out, bigger, thicker, more grand than anything Rarity had ever seen on a stallion! She stared with total awe and adoration. Oh, it was her own personal royal scepter, an amazing sight, her balls growing in to match it. Now Rarity had her own set of royal jewels and the scepter to go with it, and it just made her shiver in carnal delight.

Fluttershy bounced Rarity on her cock, moaning out herself as she became more and more pent up betwixt her legs, a bulge slowly traveling up her shaft, closer and closer towards the head, while Rarity held on for dear life around that cock. Though, the pleasure would eventually prove too much for the current position. Fluttershy moaned, lifting up off of the seat, before suddenly pressing Rarity onto the ground, her cock aimed directly down into the fellow changeling, while Rarity looked up at Fluttershy, panting out once more. The seamstress suddenly screamed her arousal into the air, vagina clenching down on the whole length of Fluttershy’s cock as well. Has Rarity’s cock not been so fresh out of the gate, it would have doubtlessly been making quite the mess.

That was the straw that was needed to break the camel’s back, and within moment’s Fluttershy was adding her moans to the symphony of their fornicating, as her cock began to swell, and then fire hot jet after jet of virile seed deep into Rarity’s depths, which were all too eager to absorb into the body for storage and later usage. There would be a time to put all the cum being pumped into her frame to work, Rarity’s new instincts told her, just not quite yet was all.

When Fluttershy finally did pull out, her cock still dribbling cum and the sexual juices from Rarity’s own depths, the pair of them were both equally panting messes, bodies covered in sweat from both the sauna and their recent exercise, the pair of them needing to take this time to just lay there and catch their breath. Rarity was also taking this time to simply bask in her own, new, so much greater form, hands running over herself and her new, chitins body. That in of itself was a new source of pleasure for her.

“So...Rarity...how do you feel…?” Fluttershy asked, still shaky on her legs, while Rarity simply grinned up at the fellow Changeling, licking her lips.

“Why, Darling, I feel absolutely...marvelous. Simply amazing...This IS a royal feeling, a royal body!” Rarity coo’d eagerly, reaching up to give her sizeable breasts a squeeze and a pant of enjoyment, causing Fluttershy to giggle a bit, before sitting back down.

“You know what you have to do, right? When you go over to Applejack’s when you leave here.” Fluttershy mused, taping her temple. Of course she would know about it, they were part of the same big changeling family now.

“Why, of course, darling! Far be it from me, the element of generosity, to NOT spread this...wonderful gift to all of our friends. I mean, we all consider one another family already.” Rarity grinned, giving out a bit of a laugh. “This will simply cement the fact! Mmm, and with Rainbow Dash going over to Applejack’s later, if I can time it right, why, it’ll be like a wonderful...wonderful domino effect! Twilight and Pinkie Pie might cause a bit of a problem, but, one step at a time.” Rarity mused, getting a nod from Fluttershy. “With that, though, Darling. I’ll need to be off. It has been an utterly delightful day at the spa with you.” Rarity grinned, leaning down and kissing Fluttershy upon the lips. The kiss broke, and Rarity went to leave.

“Oh, and Rarity, when you leave, could you please send the spa twins in here…? I’m not quite done.” Fluttershy called to her new sister as Rarity reverted back to her more alabaster self, who only chuckled, nodding her head.

“It would be my pleasure, Fluttershy.”

Butterflies and Flowers(Side Chapter)

Author's Note

Fluttershy, Aloe, and Lotus all have a kinky, fun time! If you've read this far, you know what to expect.

Butterflies and Flowers(Side Chapter)

Fluttershy leaned back in the sauna, releasing a rather pleased sigh. She had done so perfectly well with her sister Rarity, that now the changeling was off to have some wonderful one on one time with their soon to be sister Applejack was just a bonus and proof of how wonderful their mother Chrysalis’s plan really was! At the same time, though, Fluttershy didn’t have to worry about that for the moment. Her mission was done, and Rarity was part of the family as a proper, royal changeling. Now, though, Fluttershy had a different plan in mind. This pegasus had two very exotic looking delights to enjoy…

The door to the sauna opened up, and in stepped Ponyville’s very most famous pair of twins, Aloe and Lotus. They were completely and utterly stunned by the sight of Fluttershy, but more so than that, by the sheer intensity of the royal changeling’s musk that filled up the sauna to the brim. Their eyes were drawn to the utter pillar of breeding power that jutted up from between the animal care taker’s legs. It was still shimmering, glistening in the dim light of the sauna, surrounded by Rarity’s juices from before, yet still twitching and eager.

The pair of twins stared longingly at the sight of Fluttershy, at her royal body, still taking in good, hefty scent that was Fluttershy’s alluring musk. Rarity had been a strong willed mare, an element of Harmony and everything! These two lovely twins didn’t have a prayer in the face of Fluttershy, not when she was still hungry for some sexual satisfaction, and this pair of utter cuties seemed to be just the thing that would curb the burning fire of lust within herself. Plus, if she could bring this pair over to the hive, the amount of love they could bring in...Everyone LOVED a relaxing evening after all.

“So. I heard that you two want to know all about the secret to my scent?” Fluttershy asked with a coy grin, licking her lips while the pair almost trembled where they stood before her. Fluttershy was in total, complete control over the situation. Fluttershy had the pair of them totally enthralled, and she liked it this way. The pair of them nodded eagerly, prompting Fluttershy to just release a mischievous giggle. Oh, Fluttershy was going to be having her fun with these two, that was obvious. Now, the only question was how she was going to have her fun with the lust struck pair! “Well, the very first thing that you’re going to have to do for me is strip do, naked.” Fluttershy giggled, quite pleased with herself.

“Y-Yes, of course, Miss Fluttershy…” Aloe responded first, reaching down to grasp at the hem of her shirt, before she pulled it up and over her torso, revealing to Fluttershy that lithe, well defined torso, so perfectly maintained, the pride with which Aloe took in her body was totally visible in every single cubic inch of that mare’s delicate body. It seemed that one little pony didn’t wear any bras. It was enough to prompt another throb out of Fluttershy’s love totem, that mare only putting on a wider and wider grin. With her shirt dealt with, Aloe’s hands moved downwards. Aloe put her thumbs in the line of both her yoga pants and her panties, and pushed down in one swift motion, disrobing her entire lower body.

Fluttershy truly was pleased with the sight of Aloe, and more than that, she was pleased with the aroma of her. Despite the heavy scent of her own musk, she could smell the arousal of Aloe filling the air, her feminine petals wet and heated from only being in that presence, the same room as Fluttershy. Fluttershy made a quick twirl with her hand, and Aloe spun her body around, giving Fluttershy a view of that pert butt, small yet definitely kneadable. With Aloe revealed, Fluttershy’s eyes flicked to the other twin. The changeling royal could only hope that the other twin shared that beauty that her sister was so effortlessly wielding.

Lotus felt her cheeks light up with blush, looking over the naked form of her dearest sister. Lotus always only viewed Aloe in the most platonic of ways. They were sisters, twins, after all! A blood relation, and any sort of relationship between them, if it were ever more than that of family, would be frowned upon by all. Yet, standing here now, her eyes fixed on the body of Aloe, Lotus could not deny. She was the most delectable sight that Lotus had ever laid eyes on, made second only by the beauty that was Fluttershy, sitting there observing the pair of them.

The mare was finally able to tear her eyes off of Aloe when she realized that the pair was waiting patiently on the her to join their nakedness. Lotus blushed harder, before she allowed her own hands to start working on her body. Working on the thin layers of cloth hiding her form from the two lovely mares in the room. While her sister had been in a t-shirt and yoga pants, Lotus had a button up top. So, button by button by button, Lotus undid her top, and revealed her own chest and belly to the two watchers. Seems that both of the spa twins didn’t bother with bras, their breasts perky enough to not warrant needing one. The top fell to the floor, and Lotus’s skirt followed soon after, leaving all three mares utterly naked. Fluttershy definitely enjoyed what she saw. They were like perfect, gorgeous copies of one another.

“Well, now that we’re all naked...Why don’t you girls get a taste of what you’ve been missing all of these years, yet has been so close to the both of you this whole time…” Fluttershy grinned, eyes snapping between the twins. Aloe and Lotus looked at Fluttershy with curious gazes, before their eyes turned and drifted to one another, and they immediately knew what Fluttershy was speaking of. Lotus had felt the need, the arousal, and seeing Lotus so plain and revealed, Aloe felt that same, suddenly sparked need. There was definitely something in the air.

The mares didn’t need any more encouragement from Fluttershy. They knew what they wanted. Aloe and Lotus set upon one another without a moment's delay. Their arms wrapped around one another, pulling each other into a close hug, before their lips met, breasts pressed firmly together, and their hands got to exploring one another’s backs. Now, the pair had given one another little pecks on the lips before, for sisterly love...but this kiss that they were engaged in now was anything but sisterly. They felt a hunger for one another, a need! The taste of their saliva, mixing in one another’s mouths while their tongues danced in between their lips. Hands pressing and squishing into their respective derrieres, getting very friendly with those cheeks.

Fluttershy watched quite eagerly, this display of incestual love unfolding before her and sending shivers of arousal through her own body. These two lovely sisters, they would have never known the pleasure that they could so easily bring to one another if not for Fluttershy’s guiding hand. The changeling princess could just feel their lustful love filling the air as their kiss continued, and she drank of it deeply, happily, giving content groans from where she sat.

The kiss eventually came to an end, and the twins slowly pulled away from one another with a single strand of saliva connecting their tongues. Aloe and Lotus still stared into one another’s eyes, and they knew that they wanted even more from one another. Their hands reached down in front of one another, and without skipping a beat, they drove their fingers into their sister’s feminine petals. The gasp that came out was, like the twins themselves, almost a perfect mirror. It was cute, really, the pair of them slowly letting their fingers piston in and out of those velvety folds. Their fingers collecting a film of hot, sticky feminine honey, their mouths releasing a string of their ecstasy filled moans.

“Oh, girls...I’m so glad that you’re enjoying one another, but, I think know it’s time that you really learned about why my special scent is just so enticing…” Fluttershy teased the pair, her hands motioning down to her still throbbing cock. It looked like it was so erect that it was painful, but appearances were deceiving. The only that that Fluttershy felt in relation to her scepter was throes upon throes of pleasure, and now she was going to be making even more.

Aloe and Lotus exchanged looks, before nodding, pulling their fingers from one another’s feminine lips, and moving forward to rest down on either side of Fluttershy’s massive mare meat, getting onto their knees and looking over that massive shaft. It was so completely...utterly impressive. Much bigger than any kind of phallic length that they had ever seen before, and in the spa business, you oddly saw more of these things than you think that you would! The pair shook their head. They shouldn’t be wasted their time thinking about such things, Fluttershy was looking down at them expectantly, and the pair knew instinctively what to do next. They had to please this pole of flesh between them.

The twins got to work almost instantly on the things that had been the cause of their desires this whole time. The source of that luxurious scent which had been invading their noses and driving their libido into heights neither of them knew that it could reach! Even while on their knees on either side of Fluttershy’s love stick they could feel the moist, sticky heat had collected between their legs, dripping to the floor of the sauna and making delightful little puddles, testaments to their enjoyment. The same testaments that coated their fingers.

The pillar of cock was placed firmly between the twin’s breasts, and they slowly began to move it up and down in a slow, steady motion. That warmth moving between the breasts and the cock, while the twins got their mouths to work on kissing, licking, worshipping that phallic length like it deserved to be. It was heavenly in every conceivable way. Their nostrils still taking in deep, needy sniffs of that musk. Tongues dancing over the length to get a taste of her delicate flesh. Their breasts feeling the warmth, and giving their own to that member.

Fluttershy leaned back and sighed happily once more, her cock beginning to ooze out a steady stream of precum, spilling over the sides of her flared cock head and slowly making it’s way down the length. The twins shivered in delight when they got that salty surprise to grace their tongues. They were dedicated to the task that Fluttershy gave to them, and Fluttershy was definitely loving the benefits. They didn’t stop, they were dedicated to covering this beast in their worship, even as the pre began to gather onto their chests and pool up, marking them with the scent of the changeling royal.

The three of them were doubtlessly having their fun, with the sheer scent of arousal causing the sauna to become more and more depraved, even more heated, a thin layer of sweat covering the bodies of the twins, their bodies glistening in the dim light. It served as an even better lube for the beast they held between them, and they did so enjoy their current task of pleasuring it just like Fluttershy had commanded. Fluttershy herself, on the other hand, was beginning to get a brand new idea as to how to really round out the evening, and perfect the pair of lovely twins.

“Mmm, alright, girls. It’s about time that we really have fun, and wrap up our little evening of togetherness.” Fluttershy grinned, looking between the pair of twins that were servicing her phallus. “I know how totally fun that this has been, but I do have a plan for you two lovelies.” The changeling princess went on, reaching down and pushing the pair of mares away from her love totem. The pair eyed up that mast of sexual appeal, but, they didn’t re-engage. Fluttershy had given them an order after all. The scent urged them to comply, and so, they did. They desired what would come next, after all.

Fluttershy grinned, before her horn lit up, and encompassed her entire cock in a bright green glow. The twins watched with eager anticipation as the cock twitched and shuddered thanks to the magic, before suddenly, it changed before their very eyes. The single rod of virility splitting into a pair of large, proud standing spears. The twins instantly knew what Fluttershy wanted of them, her expectant eyes staring directly into the lust filled mares.

Aloe and Lotus didn’t dare leave Fluttershy waiting, oh no. The pair of mares walked to either throbbing phallus, the beast having split vertically down the center into the twin towers they saw before them. They took up an opposite pole, Fluttershy feeling the full control that she had over the pair after them being in her scent for so long. Now, sure, it was a bit mean to take control of a pony through pheromones, but, Fluttershy was absolutely certain they were having a good time! A time that would be getting even better soon enough.

Climbing onto the seat and turning around, the pair of twins simply sat on top of the meat poles, and gripped onto them for balance, pressing their derrieres harder again the tops, the pair of them moving as if they were one unit instead of two separate ponies. Fluttershy’s horn flashed, and gripped the pair of them in her magic. With a bit of focus, her dual cock heads gave out a sudden spurt of heated pre, right betwixt the cheeks of the twins. Their faces burned with a renewed blush, but Fluttershy was hardly done.

With a simple tug of her magic, the spa twins moaned out simultaneously, as their puckers were speared by those massive pairs of pricks, filling up their tunnels to an amount they hadn’t thought was possible before, but, now all they could feel out of it was a body shivering pleasure. Changeling juices had that effect on a pony, after all. They wanted their targets to feel the absolute best they they could, and by this point, Aloe and Lotus were feeling utterly divine.

The pair of Spa twins in place, Fluttershy’s magic enwrapping them both, the true fun could begin for the trio. Fluttershy dove into it without warning or care in the world, suddenly tugging the pair of twin ponies up and down her cocks without hesitation, just gripping onto the bench below her for that little extra bit of support for railing two ever so pretty mares, her magic already sparking. These two did everything together, so, why not ascend as well?

Aloe and Lotus moaned out in tandem with one another, utterly not in control and at the whims of Fluttershy’s magic, they were simply along for the ride of their life on these beasts. Such was the intensity of their pleasure that they weren’t able to notice Fluttershy getting to work, heightening their pleasure while at that same moment, their bodies would begin to shift into something oh so more appealing. Slowly but surely, their coats began to give way to a darker, though still colored chitinous shell, encompassing their entire bodies and spreading as one for each twin.

Their curves swelled out, becoming much more fitting of the changelings that they were to be. Pert breasts growing in size to something more befitting of a fertility goddess than a pair of simple spa sisters, their hips and rumps not far behind in the effort to keep them growing and shifting and changing as one! They were sisters to the end, and after this session, they’re going to be even closer than ever. Even while being pistoned up and down, they still stared into one another’s eyes longingly, panting in time with the pistons, the changes marching on.

Out of their foreheads, with a burst of green fire, a pair of changeling horns sprouted from their heads, as at the sametime, their wings were graced with a sprouting pair of large, insectoid wings! The pleasure was almost enough to toss them into a sense of ahegao, but they held on by a thread of their wits, as if something was telling them that the best part hadn’t even come yet, and that was completely true. They still had that hot, burning feeling that graced their loins, and this time it wasn’t coming from their aching feminine lips.

Suddenly, without any warning, the pair of twins threw their heads back in rapturous delight, as shooting from their crotches, swelling to greater and grander sizes, was their own pair of incredibly sized breeding poles! They were, of course, swiftly followed up by a pair of hefty, virility filled orbs, but the moment that those two sacks dropped down, it was like the dam broke for all three of them. Loud, nearly obnoxious moans filled the entirety of the spa, and each cock in the room began to fire off rope after rope of hot, white seed! Aloe and Lotus ended up completely in one another’s seed, while Fluttershy herself filled the pair to the brim, causing bumps in their new, changeling bellies.

Fluttershy leaned back and sighed contently, patting the backs of her two new, wonderful changeling drones. She already knew they would be glorious assets to their family. Fluttershy could just sit back, relax, and enjoy the sauna...She wondered how far along Rarity was with Applejack by this point?

An Honest Delicacy

Applejack’s head connected with the side of Rarity’s house, releasing a loud thud into the air, the farmer grumbling out a string of words that could perfectly display her frustration. She’d screwed it up, somehow, someway, the apple mare felt that she had really screwed this one up big time. Sure, Rarity had told Applejack that she would be coming over, but, did that mean that she actually wanted to? Was Rarity actually only coming out to the farm later because she pitied Applejack? A similar rush of questions found themselves rushing through the apple farmer’s head at high speed while she slowly walked away from the boutique, before Applejack just paused, and released out a laugh.

The mare knew that she was being totally unreasonable with herself. Applejack was the element on honesty, after all, so she was pretty sure she’d of gotten a small hint if Rarity had been pulling her leg. Not only that, but this was Rarity that she was talking about. Last time Applejack checked, there wasn’t any kind of big, hoity toity gathering going on in or anywhere near Ponyville, no chance for Rarity to try and raise up her social standing to the masses of Equestria, and so, she had no reason to lie to Applejack! The rustic mare couldn’t help it, she liked knowing why her friends lied. It was a habit.

With these thoughts in mind, Applejack finally turned and began to walk back towards the farm with that typical confidence that she held in herself. Everything was going to be fine today, more than fine, really. Applebloom and the rest of the cutie mark crusaders were off on some class field trip, so there was no chance for anything from them coming up to bite their rumps. Granny Smith was off with Big Macintosh on official Apple Family business, leaving the care of the farm squarely on Applejack’s shoulders, and ensuring that there would be no interruptions between her and Rarity.

This wasn’t something that Applejack was just springing on the seamstress from nowhere, either. The country mare had taken her sweet time to actually formulate a plan for this. Rarity wasn’t the kind of mare that Applejack could just hope luck would favor her with. She’d known of Ponyville’s seamstress before Twilight ever came into town, and not only did she find her gorgeous, but Applejack felt a deep respect of the mare as well. Rarity was an aspiring business pony looking to better herself and all of Equestria, and while her dresses and general...state of mind was pretty darn froo froo, Applejack could look past all that! Like back during the sleepover at Twilight’s.

Applejack put a big, confident smile on her face. She’d been worrying about nothing for no good reason at all! This was going to go over better than snake on a greased up slip and slide! Why, this was exactly the self vote of confidence that Applejack needed to put that spring back into her step! Everything would be just fine for the pair of them! All Applejack really had to do was prep up the farm and ensure that it was ready to accept the beauty that was Rarity. Applejack felt more and more sure of herself the closer that she got to the farm. The excitement Applejack felt was definitely refreshing. All she had to do was be honest about her feelings, and it’d all work out.

There was only so much that Applejack could really do to beautify the farm before Rarity got there. While she was sure that Rarity would of loved if Applejack had been able to dust all of the dirt off of the ground itself, but there was a limit to even what Applejack could do, even when she was fueled by the motivation to please Rarity and make her feel her best on the farm. Still. Applejack made the farmhouse look as spic and span as she possibly could pushing her elbow grease into every inch, every nook and cranny! Why, she had so much work put into this place it’d shine brighter than the sun on a hot July day! Smell better than a Canterlot beauty spa! Applejack couldn’t be more proud of this place than if she had won all the blue ribbons at the Canterlot rodeo and hung them all around!

Applejack had literally thought of everything for her and Rarity’s little hang out session here on the farm, a session that she hoped would go on to become something more. The table inside was packed with all the apple treats that could come into Applejack’s head. Apple fritter, apple dumpling, apple pie, caramel apples, apples, apple sauce...you get the idea. She made everything that she possibly could out of apples and various other ingredients. The house was filled with scented candles to give it a genuine, Canterlot smell. Applejack wanted that wonderful marshmallow mare to be comfortable, after all. The farm mare had even cracked into the cider reserves, tugging up a whole keg for the pair. Applejack was pretty sure that Rarity wouldn’t make a dent in it, not being Rainbow Dash, but could never be too sure!

As for Applejack herself? Well, it was only natural that Applejack ensured that she was the most presentable out of all of the things that she got to work on preparing for this night! After Applejack had spent time readying the farm and the house for Rarity, and giving a small word of thanks that the damn spa took so long and wasn’t an in and out thing, otherwise Applejack would have had to moved faster than a jackrabbit hopped up on a barrel of sugar on a bright August day. Applejack was able to fix up everything, and even get herself into the shower for some well needed scrubbing down of her frame. Applejack even made sure to use fancy soaps and shampoos! She still smelled a mighty awfully lot like apples, but, apples were a good smell.

Heck, Applejack was in standing on the porch in one of her dress best while she waited for Rarity. A charming, form fitting button up top that she thought that seamstress might be able to appreciate, and a skirt that she’d been informed showed off her legs in just the right way...Now, while Applejack would have almost always taken a pair of hardy jeans over some froo froo skirt, she wanted to really catch Rarity’s eye tonight. She wanted to catch it like a rattler catching a fat field mouse after a week of not eating a darn thing. Applejack had done her best to look nice in the best way that she felt comfortable with, and now, it was all a matter of patiently waiting for Rarity to arrive.

Speaking of waiting for Rarity to arrive, Applejack felt a slow and steady sense of anxiety rising within herself. What if, somehow, Rarity actually wasn’t going to come to her farm? What if she hadn’t done enough to spruce up the place, make it presentable to that upper crust mare? Could there be a chance that Rarity wasn’t even coming at all? Applejack felt that same slight anxiety she’d felt when she had planned out the big family get together that ended so, well...it ended good, but all the stuff in the middle was something that still haunted her! Oh sweet Celestia, what if this was actually going to turn out into the mess that that was!?

All of these thoughts and nightmare scenarios were suddenly put to rest when the mare saw a pony of both purple and white breaking the crest of a hill, heading directly for her farm. Those bouncing purple curls, that bright shining coat of white hair. That even brighter shining jacket of sequins that Applejack swore, if she shined a brighter lighten than the evening sun at, it’d blind all the animals on her farm and be seen back from Ponyville. Rarity might of been a fashion designer, but sometimes that gal wouldn’t know the meaning of moderation if it crawled right on up and bit her right in the tush.

The sight of Rarity, though, was enough to alleviate all of Applejack’s worries. Applejack had been doing all of that silly worrying for nothing, no reason at all! If Rarity hadn’t been meaning to come, she would of told Applejack or at least given her some wanky excuse as to why she couldn’t! Oh, Applejack, ya’ll worry too much. The mare took one more deep breath to steady herself, before setting off from the porch and marching directly towards the marshmallow mare. Oh dear, Applejack could smell whatever perfume that Rarity had drenched herself in from here, and it only got stronger the closer she got. Not that it was a bad perfume, make no mistake. Actually had a more...natural scent to it, one that Applejack could appreciate. There was just a lot of it.

“Why, Applejack, I don’t think I’ve ever seen you clean yourself up this much unless it has to go to a formal event! Even then, the effort isn’t so pronounced. Whatever is the occasion?” Rarity asked in a haughty, teasing voice. Rarity was a smart mare, after all, and while Applejack wasn’t being as blunt as Spike could be, Applejack had a feeling that Rarity knew what she was getting into. The fact that she wasn’t turning this night down was a good sign in the mind of Applejack.

“What, Ah can’t just get all spiffy because Ah want to? Ah just felt like cleaning up more than usual.” Applejack countered, crossing her arms over her chest and fixing her eyes on Rarity. Sweet Celestia in Canterlot, there was something extra beautiful about Rarity on this evening. Like all the blemishes, as microscopic as they might of been, had been washed away. Maybe it was simple some expert applications of coat care and makeup, or maybe Applejack just wasn’t in the mindset to see such things. Either way, she didn’t dwell on it.

“Mmmm, well, I must say that your spontaneous desire has made you look extra spiffy, Applejack. You should get more spontaneous more often.” Rarity complimented, before walking past Applejack and towards the farmhouse, seemingly putting an extra sashay into those hips. If Applejack didn’t know any better, she would have to swear that Rarity looked more curvaceous than she had this morning, or ever before for that matter! Maybe Rarity had done a little bit extra for her own beauty care and just...the way she held herself before coming here as well? The thought was enough to make Applejack’s heart swell. If only she could possibly know just how much Rarity had changed just for this little visit. “So, Applejack, what do you have lined up for our little visit? I hope there isn’t a barn sitting out behind the house waiting to be raised.”

“Oh, come on Rarity, Ah told ya that any hard labor is saved for Rainbow Dash.” Applejack countered, turning on her hoof and moving to catch up with the other mare in a small jog. “But, Ah just thought that we could both sit down and talk a bit. Share some cider. Apple Bloom, Big Mac, Granny Smith, they’re all away doing their own things, so, it’s just us.” Applejack smiled, and that seemed to get Rarity to smirk at the thought. Why, so far, this actually WAS going better than snake on a greased up slip and slide! At least, Rarity hadn’t gone running for the hills yet.

“Why, Applejack, I suppose that that does sound simply delightful. We may even be able to watch the sunset together. You go get the cider, and I’ll be here on the porch, waiting. I’m sure Rainbow Dash wouldn’t mind if she got here while I’m enjoying some quality time with such a good friend.” Rarity winked, before settling herself down in one of the lounge chairs. Applejack gave a firm nod of her head, before turning and hurrying into the house itself to find wherever she had actually put the cider to cool down.

The sense of sheer exhilaration that Applejack felt at how well this was going was truly refreshing. It had just started, sure, but sometimes that’s all you really needed to get you through the rest of an event. One good, solid start to an event could make all the difference, and Applejack highly doubted that there would be any supermassive curve balls to ruin this time! They’d just handled a villain, so that means there’d only be friendship problems for a little while! Applejack finally found the keg of cider, with a few pre-filled bottles resting in an ice filled barrel.

Applejack snatched up a pair of bottles, putting a confident smirk onto her features. She could do this, no problem. Applejack had been there to take on a corrupted alicorn, a lord of chaos, and now a shape shifting queen. Applejack could so take on a simple get together with Rarity. Holding her head high, chin up, and keeping that smile on her face, Applejack walked with an almost swagger back towards where she knew Rarity remained. Though, when Applejack stepped into that room, she froze, sputtered, and yelped all in one. Those icy bottles of cider began to descend towards the ground after slipping from Applejack’s hands, and it was only the magic of Rarity that caught and held them aloft, the mare giving a playful chuckle.

“R-R-Rarity!! What are ya’ll doin’!?” Applejack sputtered, eyes taking in that glorious expanse of those two large, white orbs, tapped with dark purple peaks, pert and well sculpted, just like the mounds that they grew from. Suffice to say, Applejack had walked in on Rarity completely, totally naked. That luxurious white body, laid out naked and bare for the earth pony to gaze upon, that perfume scent utterly filling the room. Normally perfume made Applejack’s noise hairs want to burn up, but this? It was almost intoxicating in it’s intensity. In its aroma. Yet, nowhere near as much as the sight of Rarity herself.

That wonderfully gorgeous alabaster body, laid out all naked and bare, sprawled across the couch in such a way that Applejack’s eyes could feast in every last minute detail of that frame. Those suppel, well crafted legs. Those wide, totally tantalizing hips. A well crafted stomach, leading up to the bosom that Applejack had already oogled over. Applejack didn’t dare to look at what laid betwixt those luscious legs, knowing that she’d enjoy those feminine lips just like she enjoyed the rest of Rarity.

“Why, Applejack, I am simply giving you exactly what you wanted, dear. You’ve always been a terrible liar, and I’ve been able to tell in the way that you’ve...presented yourself all day. The way that you hold yourself, the places that your eyes wander. You might not think that I noticed, but my dear Applejack, I am a mare who works almost exclusively with rare and glorious gems. What is that fantastic saying…?” Rarity mused, sashaying her way up to Applejack, wrapping her arms around her neck. “The devil is in the details.” Rarity winked, pressing her sizeable chest against Applejack’s own. The closeness lit Applejack’s cheeks up into a bright, apple like red.

“R-Rarity! This is indecent on way too many levels! Ya’ll gotta get yer clothes back on! We ain’t even properly dating or nothin’!” Applejack blurted out. Hoo boy, she felt more flustered than a pony who just lost to a mule in a beauty contest! Sure, there had been countless times that Applejack had pictured this very, exact moment, many times before in her own head, but during those fantasies they’d both shared matching rings on each other’s fingers and it was in their own house! Not something so perverted and risque as this! They weren’t married, they weren’t even dating!

“My, my, my, Applejack...I’m a high class mare who aspires to live amongst the most elite of Canterlot. I have to have at least a few secrets and vices...The fact that I am a mare who doesn’t like to dance around what I want with age old regulations or traditions is just one of them.” Rarity coo’d, as her hands reached up and slowly began to unbutton Applejack’s top, button by button, licking her lips with an almost hungry look to the action. Applejack wriggled and squirmed, but could do nothing else to stop the other mare. Applejack wasn’t even sure if she wanted to. That perfume really...really wasn’t helping out her case either. “And don’t even act like, for a moment, you don’t want this juuuust as badly as I do, Applejack.”

“A-As true as that might be, Rarity, it don’t make it anymore right! There...there’s a way that these things are meant to go, and this ain’t it! Ponies have had a way about going about this kinda thing, Rarity! Ya’ll know that!” Applejack blushed and stammered, only getting a chuckle out of Rarity, that marshmallow mare not stopping on her quest to disrobe every inch of Applejack. To reveal a body that, while retaining its feminine features, had been sculpted over years of hard, honest labor. Firmly shaped legs, a stomach of firmness, perky breasts like tear drops on her chest. Applejack was a looker, and Rarity disrobed her to equal nakedness without a word, till finally finishing, lifting up that hat, and putting it upon her own head.

“Well than, Applejack, if isn’t it ever so lucky for the pair of us that I’m no pony.” Rarity smiled, before suddenly pushing herself forward. The sudden words and movement caught Applejack off balance, and the farmer was soon falling flat onto her back, with Rarity right a top of her, but that wasn’t the only thing that happened. Applejack saw it, bright and quick as a flash, Rarity’s form combusted into a bright purple fire, and she changed as they fell. Big assets became even bigger on the fashionista, alabaster fur giving way to a delectably dark colored purple, holes appearing in the limbs, fangs growing, horn gnarling, wings sprouting, her overall body becoming like that of an amazonian in size, pinning Applejack easily beneath her.

“Rarity!? What in tarnation happened to ya’ll!? We...We gotta go tell Twilight about this! Twilight, the princesses, just, anyone that can come and fix ya!” Applejack sputtered, which only seemed to draw another naughty giggle out of Rarity, who set upon kissing Applejack gingerly up her shoulder and her neck, all the way up to her ear, letting that hot breath wash out over that tiny appendage, making the apple mare positively shiver under the seamstress, unable to do anything to the superior strength and size, earth pony or not.

“Mmmm...that’s just the thing, Applejack. I don’t want to turn back, I had no desire to. Quite the contrary, in fact. Instead of me turning back, I want you...to join in our little family instead. Our numbers are small now, consisting of just me, Fluttershy, the spa twins, mama Chrysalis, and a few dozen eggs...” Rarity trailed off, but the effect of her words was plain to see on Applejack’s face. The apple mare was completely, utterly shocked at this revelation. Four ponies were already changelings, and Rarity wanted her to join them? To become a changeling? How was that kind of thing even possible?! Rarity could see the the shock on Applejack’s face, she could taste the raw fear coming from the Apple mare, and while it was delicious, it was hardly what she wanted Applejack to be feeling. No, she wanted Applejack to be feeling just as aroused as Rarity was, her phallic length teasing the apple mare’s lower lips, and her grin going nowhere.

Rarity’s horn lit up, and she held Applejack down, before Rarity began to feed. She didn’t know how she knew what to do, but it just came naturally to her. Gripping Applejack’s fear and worry, and consuming it as if it was some kind of fine dining. To a changeling like Rarity, she could taste the traces of love Applejack held for her, even in this fear. It sent shivers down Rarity’s back, while Applejack laid there, helplessly. The longer she laid there, gazing into Rarity’s eyes, the more...at ease she felt. The more comfortable she became with this situation. She couldn’t place it, only thinking that changelings fed on love, but what Applejack could place was the heat growing in her loins.

With that done, and the scent and sensation of Applejack’s arousal growing hotter and hotter, Rarity smiled wider, ideas already popping into her head about how she could ensure that her dear, sweet Applejack enjoyed her final moments as a pony, and absolutely adored her first moments as a changeling. Oh, who was she kidding? Being a changeling didn’t ever truly stop being enjoyable! This was a fact in Rarity’s mind.

“Now, be a dear and just lay down right there, Applejack, the fun’s only just going to get started.” Rarity smiled, giving the mare a few gentle pats on the cheek, Applejack still thoroughly stunned after getting drained of those emotions. Rarity got up to her hooves, before stepping forward so that she was lingering right over Applejack’s head, the dark purple changeling gazing down onto Applejack. Without another word or moment of delay, Rarity lowered herself in a rush. The next thing Applejack would see, was a front row seat of Rarity’s might dick, resting just on top of her face. The next thing she’d smell, was the heady, powerful musk of the changeling royal, wafting into her nose and making every single hair on Applejack’s body stand up in excitement. The next thing that she’d taste, was the sweet succulent flavor of Rarity’s feminine lips, pressing down onto her own and filling her mouth. It was so odd, vaignas shouldn’t taste this...delightful, and yet, Applejack felt a hunger growing in herself.

Taking the initiative, Applejack reached up and gripped Rarity’s thighs, prompting a delighted gasp from the seamstress, her eyes casting downwards to look at that delicious sight of Applejack, face first in Rarity’s crotch, face obscured by Rarity’s love totem. Rarity felt like it was a rather fitting look for the mare, something that she’d want to take a picture of, but that could come later. For now, the changeling royal tossed her head back, and released a room filling moan into the air. A way to show off just how much, just how thoroughly Rarity was enjoying herself. Applejack’s ears flicked to the sound, and she got to true work.

Holding onto Rarity’s thighs for solid grips, Applejack let her tongue begin to flick and dance out of her mouth, and right into the plush, velvety lower lips of Rarity. Applejack might of done some research before this night, being a lonely girl with needs, but Rarity would need to be the one to judge her on her performance. Applejack’s tongue acted as if it was in a whole new kind of rodeo, darting about that feminine trench, swirling in determined circles, occasionally flicking up to tease right at Rarity’s clit, before going back to between the lips.

The efforts of the apple mare were readily rewarded, and out of Rarity’s feminine lips came an almost outpouring of that hot, womanly honey, flowing into Applejack’s mouth and giving her entire body, her entire form tingles all over. It was a truly delightful taste, one that made Applejack’s body heat up and her own cunnie drip a steady stream of liquid arousal onto the floor. The bottles of cider, sitting forgotten on the coffee table, Applejack having found something much sweeter to drink. Rarity panted her ecstasy, before a smug grin began to part her features, her cock throbbing off of Applejack’s face, leaking out it’s precious droplets of pre. Now was as good a time as any.

Standing back up, Rarity’s vagina parting from Applejack’s eager mouth with a wet sound filling the air, the suction broken and lines of Rarity’s honey and Applejack’s saliva still connecting the two. Applejack’s eyes were lidded, her nose still flaring in the leftover scent of Rarity’s orbs, her hands holding desperately onto the ground once they released from Rarity’s thighs. Anything to stop her hands from diving down to between her legs and pounding away at her needy cunt. Applejack felt that Rarity could be doing that.

“Oh, Applejack, your face is absolutely covered in juices...It’s fitting for you, really.” Rarity giggled, before laying down on top of the other mare. She placed her cock bottom against Applejack’s cunt lips, and began to seesaw her thick member over that sopping fuck hole, each grind forcing a gasp out of Applejack’s lips, the mare shuddering and groaning under the assault of Rarity. Applejack opened her mouth to speak, but Rarity wouldn’t let her. That long, changeling tongue stretched out and dove into Applejack’s mouth, and Rarity’s lips were soon to follow, locking them in an impassioned kiss.

With their lips occupied, Rarity felt like now was the opportune time. She gave a few more determined grinds of shaft on pussy, before finally pulling back all the way, letting her flared head teasingly drip a few dollops of precum into that hot, winking vagina. The sensation was like electricity in Applejack’s whole body, Rarity quite amused with all the motions she could make Applejack’s body do...before, without another word, she thrust in that love totem into Applejack’s depths. The hard working mare opened her mouth and utterly screamed out her pleasurable ecstasy into Rarity’s own mouth, all thanks to the beast parting her lower lips and filling her depths.

This single, simple action was more than enough to prompt a laugh from Rarity, not once breaking the kiss, before she used Applejack’s reaction to fuel her own vigor, her own drive to give this apple mare one hell of a good time. She drove her cock as deep as she could into the depths of Applejack, medial ring popping past those hot, eager lips with another wet pop, before she finally met Applejack crotch to crotch, her balls slapping softly against Applejack’s rear, before Rarity slowly began to pull back out once again.

Applejack’s cunt clung almost desperately to the rod that was invading her walls, Rarity pulling out her shaft revealing her cock to now be covered in a small layer of glistening, apple scented feminine honey, entering into the air and mixing with the scent that Rarity had been giving off. The changeling royal took a nice, deep breath of the scent, before sighing out contently, and locking her gaze onto Applejack, the kiss having broken, bridges of saliva lingering betwixt their tongues before finally breaking off.

“Now, I’ll make a changeling out of you yet, Applejack...and when I’m finished, you are going to moan out your thanks to me.” Rarity teased, and Applejack grunted out her reply, the waves of pleasure washing over her not permitting such things as an intelligent conversation. She was focused on the pleasure, on the sex, and to show that, the next time Rarity pulled her hips back, when she began to thrust forward, Applejack thrust forward as well, their hips meeting and letting a fleshy smack fill the room, and tugging a gasp out of Rarity. Seemed Applejack wasn’t going to just let Rarity do all the work, her hands releasing the floor and reaching up to grip at those hips once again, her own eyes staring at Rarity.

With the pair of them set and ready, Rarity’s horn began to flash, as her magic once again felt that it was needed. Applejack was lost in pleasure, her vagina slowly accumulating more and more of Rarity’s precum, but the true geyser had yet to come out, that part would come out later. Their bodies glistened with sweat, the fleshy smacks filling up more of the room, and the magic from Rarity’s horn drew down and began to enwrap the apple mare, using the pre in her marehood and the left over honey within her maw to start a most enticing metamorphosis.

Applejack’s form tingled, her coat rippling softly, a rising, burning heat filling up her entire frame, it’s source quite easily pinned down to her ever so eager loins. Applejack panted into the air, gripping harder at Rarity’s thighs, thrusting against the thrusts of the seamstress, feeling her body tensing up, something building, but, oddly enough, it wasn’t just the orgasm building in Applejack. Not that the hard working, honest mare was in any sort of position to notice anything of the sort.

How was Applejack, with a cock that could put most stallions into utter shame filling up her needy depths, supposed to take note of the weight that was slowly applying to her breasts? Those perky orbs slowly becoming rounder, gaining a plentiful heft to them that wasn’t there previously, their nipples growing into proper teats to cap what was becoming proper chest mountains, ones that could compete with the set that Rarity now sported on her own chest? She had more important things to worry about.

More important than Applejack’s hips and general lower body, as they began to pile on both adipose, and firm muscle, a perfect mixture of the two to round out Applejack’s rear into a applebottom worthy derriere, her hips pushing out into the kind that could force a mare into a sashay if she wasn’t paying close enough attention, thighs swelling to fit the girth of those hips and keep that mare’s proportions utterly juicy now, even as her overall body began to grow, to swell, to reach a similar amazonian status that Rarity toted.

It would totally fly under Applejack’s radar that her wonderful, light orange coat was slowly shifting, changing, becoming different in texture completely. Coloring darkening as a plethora of so many hairs gave way to waves of chitin, overtaking Applejack’s form and giving her that ever so wonderful changeling sheen to herself. Her limbs tingling with that changeling fire, holes slowly growing their way through her limbs, like any proper changeling possessed.

After that, the final changes were smaller, but not any less noticeable on the frame of the once proud earth pony. Her back gave that flash of magic, as two large, insectoid wings found their way occupying the space of that back and giving rapid twitches in result to the undoubtedly faster thrusts of Rarity into her depths. Her teeth shuddered and grew into the sharpened changeling fangs that the ponies of Equestria were so fearful of. From her forehead, a gnarled, large horn grew in from green fire, but that wasn’t the only horn that’d be growing in on the mare’s body.

Like some wonderful grand finale, Applejack felt the heat that had been burning through her whole body suddenly focus on a singular, central point in herself. Her crotch, to be exact. As Rarity kept up that fast, pounding pace, Applejack meeting her thrust for thrust, pleasure overwhelming, body trembling with the growing intensity, panting, until it finally all hit a singular, glorious point of frozen bliss.

In the very next moment, Applejack pressed her head into the floor, and utterly screamed her arousal. Why, she was louder than a rooster on the first morning of the July with a stack of megaphones! In this scream, the bullet point of pleasure that had gathered in Applejack’s crotch suddenly exploded, a rush of lust and flesh surging out as a powerful, truly royal changeling cock made its way into the world, nearly hitting Rarity right in the jaw! A pair of plump, grapefruit sized balls came companying that cock, and in one moment more, the orgasm began.

The jet of cum that shot out of that cannon was near lethal, Rarity’s own cum hose going off when Applejack’s feminine lips clenched down upon that mast. The two changeling royals moaned in conjoined ecstasy while their sexual organs unleashed their loads, Applejack’s splattering against the far wall and making an utter mess, while Rarity’s hot seed pushed into the apple farmer, giving her belly a slight bump of sheer warmth.

Their orgams lasted only a little while longer, before Rarity finally collapsed on top of Applejack, panting softly, and snuggling up to the newly converted mare, just leaving her length buried in the depths of the element of honesty. Applejack laid out on the floor, taking in deep, ragged breaths, hefty chest rising and falling, the mare just getting used to the new sensations she was swimming through.

“Oh...Applejack...that date, it was positively delightful…” Rarity coo’d, kissing the apple farmer gently upon the jawline, each kiss upon her still sensitive chitin making Applejack take a slightly sharper breath than she intended.

“Y-Yeah...it...it sure was...But Ah reckon that this will make Rainbow Dash coming over a bit more complicated than just apple buckin’ down some apples…” Applejack responded with a gentle chuckle, getting another naughty laugh from Rarity, who only climbed slightly higher on Applejack, kissing her a few more times upon the cheek.

“Don’t you worry your pretty little head another moment about that ruffian Rainbow Dash, Applejack...I have a plan in store for what we can do with her. For now...How about we see what you can do with that new changeling length? I’ve always wanted to try...reverse cowgirl? Just something to pass the time till she returns.” Rarity teased, which only seemed to cause a grin on Applejack’s face.

This rodeo was just getting started!