Clippity Clop

by thunderclap

Rating: mature
Tags: Other, Original Character, Porn, Random, Sex, Human, Anthro, My Little Pony: Friendship is Magic
Length: 194866

An anthology of various stories including a wide arrange of characters and scenarios containing clop just for the sake of clop. We are open to suggestions/requests from the readers

An anthology of various stories including a wide arrange of characters and scenarios containing clop just for the sake of clop. We are open to suggestions/requests from the readers.
Otherwise, it'll be updated whenever we get an idea.

Coauthored with: shagohad12

Published 2016-05-09 02:40:01 UTC
Last updated 2019-09-16 17:09:48 UTC

The Birth of a New Queen

A man groaned, his head pounding unbearably as he slowly woke up.”Where the hell am I? He groaned to no one in particular. He tried to alleviate his throbbing head by massaging his temples, only for his arms to remain stubbornly stayed at his sides. “Wh-why can’t I move?” he growled, struggling against...something.

“Oh good you're awake.” an oddly distorted voice cooed. It’s owner walked into view, a feminine looking insect creature. “Comfy I hope?”

“You, what do you want with me?!” He demanded, continuing his struggling.

“Now, now,” she cooed, her jagged horn lighting up, causing a wave of calm to pass over the man, “There, that's better.”

“How’d you do that?” he asked, fighting off a dopey grin. “I suddenly don't want to strangle you.”

“Just a little pinch of love, works wonders in dealing with unruly captives.”

“Love huh,” he nodded, not quite sure he understood. “Is that why you're starting to look really good? That voice of yours is pretty sexy.”

“Flattery will get you everywhere.” she chuckled, running her hand over his prison. “You know, I’ve been watching you for a long time...”

“You have, why’d you want to watch someone like me?” he asked, staring deep into her emerald eyes. “I’m a nobody really.”

“You just so happened to catch my eye.” she shrugged. “But, I do know all the important details of your life.

“Well, I must’ve done something right to catch the eye of a… lady like you,” he said, the magic she had used on him making him forget about his prison.

“Truth be told, I felt a little sorry for you. Especially since your family all but abandoned you.”

“I… I don't wanna talk about that,” he whispered, tears forming in the corner of his eyes.

“That's why I’m offering you a chance to join my family, I promise we’ll never leave you.”

“And… what do I have to do to become part of your family?” he questioned, staring into her slitted eyes intently.

“You would have to abandon your humanity but don’t be too concerned, being a changeling is much better...” she promised, looking back into his eyes.

“Heh, I guess humanity already abandoned me, so that's not a bad deal at all.” He chuckled, trying to shake his head. “Do it, make me a changeling.”

“Marvelous!” She smiled, walking out a sight. She came back, holding a jar of strange purple goo.

“That’s the stuff that’ll make me a changeling?” he asked, watching the goo slosh around in the jar slightly. “So what do I do with that? Rub it on myself or something?”

“Oh no, the drones will pump your cocoon with the mixture, you’re going to eat this.” she tore the cocoon a little, just enough to expose his mouth.

“...See, I was afraid you’d say that,” he sighed. “Oh well, nothing ventured nothing gained.” He opened his mouth wide, nodding for her to continue.

“I’m glad you're so eager.” she smiled, starting to feed it to him. He wanted to gag as the foul tasting goo hit his tongue, but something compelled him to stay still and swallow it all. His body tried to shudder as he felt the unidentified substance slowly slide down his throat and into his stomach. When he swallowed the last drop, he groaned slightly.

“Okay, that tasted awful,” he commented, sticking his tongue out.

“Yeah, royal jelly isn’t all that tasty.” she spit in her hand, using it to seal his cocoon.

“Royal jelly?” he repeated. “Isn’t that the stuff bees feed larvae to make a new… queen...Oh…” he blinked, unsure of his current situation.

“You just relax, things are going to get rather tingly.” She signaled to her drones, who pumped green goo into the cocoon.

“Can you please tell me what eating that royal jelly means for me?” he asked, the cocoon slowly but surely filling. “I’d at least like some answers here.”

“You're going to be a queen like me. Doesn’t that sound nice?”

“...Does that mean I’m gonna lose my dick?” he asked with a gulp. “Growing tits I can live with… but the little guy and I have been through a lot together.”

“We’ll just have to wait and see.” she gave him a small dose of love to calm him down.

“Damn, I could get addicted to this stuff if you keep doing that,” he said with a dopey grin as the green goo rose up to his neck.

“Now it’ll feel like you're drowning but I swear you’ll be okay. Just take nice deep breaths alright?”

“...Okay,” he nodded, taking a deep breath. “Gotta say, was not expecting to be waterboarded by a sexy bug lady today.” his eyes darted down, the goo nearly reaching his mouth. “M-maybe you should talk me through this?” he suggested, biting back a whimper. “Just… keep saying things that I can focus on while this is happening,” he said as the goo brushed against his lips.

“Sh... everything will be fine.” she placed her hand on the cocoon. “It’ll take a few moments for you to fall asleep but when you wake up, everything will be so much better.” He stared deep into her eyes again, he nodded and his body tried to thrash as his lungs felt like they were on fire. He kept his gaze locked onto her, feeling oddly secure and comforted by her presence. He didn’t know how long the torturous feeling in his lungs lasted before inky blackness overtook his vision.

The first thing that came to him as he open his eyes was a soft comforting hum. Every now and then it would rise up into a whispering voice before falling back into the hum. His prison felt cramped and he struggled to free himself.

“Mystery lady?!” he called out, trying to get his body to move. “Where are you? Did everything work right?” It only took him a second to realize that his voice had the same strange distortion that her’s had. “Whoa… this’ll take some getting used to. But it is kinda cool.”

“Hello again~” the woman smiled, walking into view, a smile on her face. “Cramped I take it?”

“Yeah,” he replied. “So… how do I look? Am I a proper changeling queen?”

“Yes and no. You are a queen just... immature.” She got his cocoon down, nicking the side with her horn. “There, lets see you get out now.” He pushed and struggled a bit more, his body finally being able to move. It took some doing, but he freed himself from his temporary prison, his body wobbling on his unsteady legs.

“Whoa, need to get my land legs back.”

“Here.” She took his arm, steadying him. “Shall we get you a view of the new you?”

“I’d like that,” he smiled at her. “Hopefully I’m even half as good looking as you… and I still have my dick.” She chuckled, gently leading him in front of a mirror.

”Well?” she asked, standing behind him, her hands on his hips.

“Whoa,” he… or rather she stared back into her reflection, ruby eyes with slits similar to the other queen’s staring back at him. Her hair had grown quite a bit and had become a blood red in color. She had an hourglass figure that most women would kill for to get and her body was covered in the same black chitin as the other queen’s. She could see what the other queen meant about immature though, her wings and horn seemed to be underdeveloped. The only use the appendages seemed to have for the moment was to look cute.

“I look… amazing,” she commented, blushing a bit at what she was seeing.

“Of course you do.” The taller woman smiled, running her hand through her hair. “Looks like your little friend survived the transition as well.”

“Good, I was rather attached,” she joked, a distorted giggle escaping her lips.

“Just make sure not to poke anyone's eye out with it ya?”

“Don’t worry, I won’t,” she assured, looking up at the other queen. “So… um, do you have a name? Or should I just call you Queen or something?”

The taller queen giggled. “Oh no, my name is Queen Chrysalis.” she wrapped her arms around her waist. “And you? You shall be known as Pupa.”

“I like it,” Pupa beamed, leaning into Chrysalis’s hold. “Really makes me feel like I’m starting something new with my life.” She wrapped her own arms around Chrysalis, humming in contentment.

“Do you hear that humming?” Chrysalis asked, petting Pupa’s head. “That comforting noise at the back of your mind?”

“I do, it’s so… calming. It’s like someone’s calling out to me, wanting to see me. Sometimes it comes in like a whisper.”

“That’s the hive. We are all connected. Queen’s like us hear the thoughts of our drones like music. To others it is nothing but noise but to us... it’s a grand symphony.”

“I’ve never felt anything like this before,” Pupa said, her eyes widening. “Each drone is unique. I always thought of a hivemind as a thing where individuality is lost. But… that isn’t the case here.”

“Oh no you silly thing. Each ling is unique, together we are a choir, singing in harmony.”

“Thank you for making me a part of this,” Pupa said, giving Chrysalis a squeeze. “This is better than I thought it could ever be.”

“You're most certainly welcome.” Chrysalis smiled, lifting her chin up. “Though I will admit, my actions haven’t been entirely selfless.”

“Oh, and what could you possibly want from me?” Pupa asked, batting her eyes and feigning ignorance.

“You see, a plot of mine recently failed and the hive needs to replenish its numbers. That's where you come in.”

“And what role will I play in helping get the numbers back up?” Pupa asked, genuinely curious. “I do have both sets of parts. And… I do owe you for what you’ve done for me.”

“You're not ready to lay your own eggs yet...” Chrysalis reached down, stroking along Pupa’s long, scorpion like tail, a feature she lacked.

“Mmm, why does you stroking my tail feel so good?” Pupa asked, her tail pressing into Chrysalis’s hand.

“Your friend isn’t so little now is he?” Chrysalis asked, unable to stop a grin from forming on her face.

“I think I get what you’re saying,” Pupa grinned, her confidence growing as her hands stroked along Chrysalis’s body. “Does my queen want me to use this tail on her and breed her. To fill her with seed until our hive is filled to the brim with new drones?”

“That's the idea~” Chrysalis chuckled before leaning down, nibbling on Pupa’s ear. “And then I’m going to pump you full of eggs.”

“Anything for you my queen,” Pupa purred, still rubbing Chrysalis’s body.

“We’re going to make the mightiest swarm in history. The skies of Equestria will blacken when we make our strike!” Chrysalis grinned, a dark glint in her eyes.

“Are the people of Equestria the ones who hurt the hive?” Pupa asked a frown on her face. “Did they snuff out the songs of the drones?”

“Yes they did. They hoard all the love to themselves. I tried taking it but they cast us out, back to this miserable desert!”

“Then what are we waiting for?” Pupa whispered, wiggling her tail in front of Chrysalis. “We need to get started so we can make that swarm you were talking about.”

“So eager... I like that...” Chrysalis smirked, leading Pupa through the hive, and into the royal chambers.

“Will we be sharing this room and bed together from now on?” Pupa asked, taking a seat on the surprisingly comfy mattress, her tail curling on her lap.

“Yes we will...” Chrysalis smiled, crawling into the bed, straddling the smaller female.

“I think I could get used to that,” Pupa said, her hands gripping onto Chrysalis’s hips. “Though, I don’t know how much actual sleeping we’ll be doing in here,” she added with a giggle.

“Not too much I hope,” Chrysalis laughed, grabbing her breasts squeezing them.

“Mmm, I wasn’t expecting an exoskeleton to be able to squish like that,” Pupa moaned, thrusting her chest into the other queen’s hands. “That feels so good~”

“I know it does.” Chrysalis chuckled, licking her new mate. “And once you're mature, it’ll feel even better...”

“How long do I have to wait for that?” Pupa asked eagerly. She snaked her hands around Chrysalis, roughly squeezing the mature queen's ass.

“Not too long. We’ll just have to gorge you on love.” Chrysalis purred in delight, sliding her hand down Pupa’s side, brushing it against her lower lips.

“Ooh,” Pupa groaned, her hips and tail twitching. “Oh… wow, that feels really different than what I’m used to.” Chrysalis licked her neck, giving her clit a pinch. “Ahhn!” the smaller queen moaned, bucking her hips a bit. “M-my queen is so good at this. Perhaps I should return the favor?” Pupa leaned up, wrapping her lips around Chrysalis’s nipple, occasionally grazing the nub with her new fangs.

“Oh...” Chrysalis moaned, giving her clit a twist. “We are going to get along swimmingly.”

“Mmmph!” Pupa moaned, keeping up her ministrations on Chrysalis. “I am glad to hear that, my queen. I… want to do everything I can for the hive and for you.”

“Then let's start our breeding session shall we?” Chrysalis asked, kissing her deeply. Pupa moaned into Chrysalis’s mouth, her tail moving on its own accord and thumped against the larger queen. Chrysalis just chuckled, reaching down to guide it to its destination.

“My queen, are you sure I'll fit inside you?” Pupa asked, looking between her tail and Chrysalis’s green hued lower lips.

“Yes I’m sure.” Chrysalis rolled her eyes.

“Sorry,” Pupa apologized with a blush. “Guess I still have to do a lot of adjusting to being a changeling.”

“Don’t worry about it my dear, I’ll teach you everything you need to know...” Chrysalis smiled, pulling her into another kiss. Pupa relaxed into the kiss. Then, a wicked idea entered her head. She freed her tail from Chrysalis’s grip, dragging it along her folds and flicking the tip along her clit. “Oh...there we go~” she cooed, smiling at her.

“I’m just returning the favor for all the attention you’ve been giving me,” Pupa replied with a smile, flicking the larger queen’s clit again with her tail. “Plus, I want you nice and ready for our first breeding session.”

“Well aren’t you the courteous little ling?” Chrissy chuckled, licking between Pupa’s breasts.

“Mmm, like I said, I’m just returning the favor,” Pupa moaned, quivering under Chrysalis’s attention. “That being said, this isn’t an entirely one sided deal,” she grinned, looking between their legs. “You feel incredible against my new tail. I can’t wait to bury it inside you. To feel how much it’ll stretch you.”

“Then do it...” Chrysalis smiled, nibbling on Pupa’s nipple.

“I could,” Pupa tried to smirk only to shudder and moan. “But I kinda wanna see if I can tease an orgasm out of you.” Punctuating her statement by using her tail to flick the other queen’s clit particularly hard.

“Oh you naughty thing,” Chrysalis moaned, her juices starting to leak on Pupa’s tail.

“As if you wouldn’t be doing the exact same thing in my position,” Pupa shot back, taking Chrysalis’s nipple in her mouth again, swirling her tongue along the areola. Chrissy moaned, a few drops of milk leaking out. Pupa blinked, not expecting the queen to produce milk given her insectoid form.

“You make milk?” Pupa asked, licking her lips in an attempt to gauge the taste.

“Of course I do. How else are the little ones supposed to eat?”

“I just wasn’t expecting it, that’s all,” Pupa answered. “But I’m kinda glad you do. That stuff is pretty tasty.” She dove back in, taking the nub of flesh in her mouth and tugging on it with her fangs while giving it a powerful suck.

“I-it’s spiked with love...”Chrysalis moaned, rolling over so Pupa was on top. Pupa let out her own moan, using her other hand to massage the breast she wasn’t sucking. Her tail still working between Chrysalis’s legs, getting a liberal coating of the other queen’s juices all over it. “T-that's it...right there...” Pupa smirked around the nipple in her mouth, sucking even harder and moving her tail faster. She then popped off Chrysalis, a mouthful of milk. She crawled up the larger queen and gave her a long kiss, feeding the queen her own milk. Chrysalis drank it down, wrapping her arms around Pupa’s waist.

“You looked a little thirsty,” Pupa grinned, reluctantly ending the kiss. “So I thought I’d get a drink for you.”

“How thoughtful of you...” Chrysalis smiled, panting a little.

“It seems you really like somebody nursing from you,” Pupa observed, tugging on one of Chrysalis’s nipples. “Do you want me to keep drinking your milk?”

“If you wish. We need love anyway.” she chuckled, nuzzling her. Pupa nodded, latching onto the queen’s nipple again, lavishing it with affection. Pupa moaned again once the first drop hit her tongue, leaning into Chrysalis. “That's it...” Chrysalis moaned, rubbing Pupa’s head. “Gorge yourself...” Pupa nodded absentmindedly, gulping down a mouthful of the creamy milk. Her tail seemed to take on a mind of its own, its speed increasing further. Chrysalis panted heavily, biting her lip.

“Is my queen close?” Pupa asked, nuzzling between Chrysalis’s breasts.

“Y-yes...” Chrysalis nodded.

“Then scream for me~” Pupa urged, locking eyes with the other queen. “I want to hear your cries echo through the hive.” Chrysalis let herself fall over the edge, throwing her head back, a loud cry escaping her throat. Pupa instinctively lit her horn up, drinking in all the lust. When Chrysalis’s orgasm finally subsided, Pupa crawled up the queen, looking down at her with a predatory smile. “I think I’m ready to breed you now. Unless you just want me to get some more orgasms like that out of you first?”

“I think you’re getting a bit uppity.” Chrysalis snorted, still recovering from her orgasm.

“You certainly don’t seem to mind,” Pupa pointed out. “But if you want me to change my attitude then I will,” she continued, her tail gently pressing against Chrysalis’s opening.

“That's what I want to hear.” Chrysalis gave her another kiss. ‘“Now... let’s make some eggs shall we?”

“Anything for you~” Pupa husked in Chrysalis’s ear, pushing the tip of her tail past the other queen’s lower lips, shuddering at the warm embrace.

“Oh yes!” Chrysalis cried out, arching her back. She moved her hands down, squeezing Pupa’s ass.

“God you’re so tight!” Pupa moaned, slowly pushing her tail deeper and deeper. “It feels like you’re trying to suck me inside you.” Chrysalis just chuckled, giving the smaller queen’s horn stub a lick. “Mmm,” Pupa moaned, squeezing her eyes shut, “two can play at that game.” Pupa leaned forward, taking the tip of Chrysalis’s horn into her mouth and swirling her tongue around it.

“D-don’t cut yourself on the edges...” Chrysalis warned between moans.

“I’ll be careful,” Pupa assured, kissing the tip of the horn. “Though we might have to find something thin to cover your horn the next time we do this.”

“Perhaps...” Chrysalis moved her hands to Pupa’s front, proceeding to tease at her crotch.

“O-okay, I’m really starting to see the advantages of having both sets of parts.” Pupa panted, arching her back. “Having my tail-dick inside you while you touch me there is indescribably good.”

“I’m glad you're enjoying yourself.”Chrysalis grinned, pulling her down, squishing their breasts together.

“How could I not when I get to be doing this with you?” Pupa answered, smiling down at Chrysalis. “You’re the most beautiful lady I’ve ever met.”

“Same to you Pupa...” she smiled, nuzzling her neck.

“Flattery will get you everywhere~” Pupa smirked, taking Chrysalis’s horn in her mouth again, grazing the tip with her teeth lightly.

“Oh...” Chrysalis shuddered, her tongue lolling out of her mouth. Pupa took that as her signal to keep going, sliding her mouth down the mature queen’s horn while her tail continued to push inside her. Chrysalis nearly went limp from the pleasure, eyes rolling up into her head. On her end, Pupa shuddered, her tail finally going as deep as she could. She looked down at Chrysalis, pleased with the reactions she was getting. She kept her tail buried deep in the other queen while she continued down her horn, remembering the warning she had gotten. “Yes! Yes!” Chrysalis shouted moving her hips against Pupa’s tail. Pupa chuckled at Chrysalis’s response, an action that sent pleasant vibrations running down the horn in her mouth. She then started to slowly pull her tail back out, enjoying the feeling of Chrysalis’s inner walls trying to pull her back in.

A small gathering of drones had gather by the door, all drawn in by the ever increasing level of lust spilling out of the room. Pupa sensed a change in the humming coming from the drones, looking over at the door and seeing the drones watching them. She gave them all a wink and continued her journey down Chrysalis’s horn, her lips finally kissing the queen’s forehead.

“Don’t mind them... they’re just hungry...” Chrysalis chuckled, reaching up to grasp Pupa’s breasts. Pupa responded by sucking hard on the base of Chrysalis’s horn, pulling back up and sliding her tongue across its surface as she went. “A-are you sure you haven’t done this before...?” Pupa popped off the horn, catching her breath a bit.

“I haven’t, but I have watched more than my fair share of porn,” Pupa answered. “I’m just trying to mimic what I’ve seen there on your horn.”

“You have excellent memory...” Chrysalis grinned.

“Thank you, do you want me to keep going?” Pupa asked, kissing the tip of the horn. “Or should I do something else for you that’ll put on a wonderful show for your beloved children?”

“Surprise me.” Chrysalis grinned up at her.

“Then I think I’ll just keep working your horn,” Pupa said. “Those cries of yours are just so sexy.” Pupa took the horn in her mouth again, licking it up and down as she looked into Chrysalis’s eyes. As for her tail, only the tip remained inside, wiggling back and forth for a moment.

“Oh you tease....” Chrysalis let out a throaty moan, reaching down and twisting Pupa’s clit. Pupa let out a garbled moan, her tail plunging back into Chrysalis while her tongue battered against the other queen’s horn. Chrysalis slipped her fingers in, wriggling them around. Pupa moaned again, bucking her hips against Chrysalis’s hand. She retaliated by sliding up the mature queen’s horn, swirling her horn around the tip while her hands tugged on both of Chrysalis’s nipples.

The drones all watched, rather transfixed, their horns glowing a sickly green as they fed off the two. Pupa shuddered, enjoying having all the drones watching her. She started to pick up the pace slightly. Thrusting her tail in and out of Chrysalis in a steady rhythm while she bobbed her head on the queen’s horn.

“I-I’m close...” Chrysalis leaned down, moaning into Pupa’s ear.

“Then how about I start to pound into you with my tail?” Pupa asked, panting slightly. “Or does my queen like when I’m gentle with her? I’d hate to be accused of getting uppity again.”

“I like it when you’re uppity...” Chrysalis nuzzled her, chuckling.

“Good, then I’m going to make it so you can’t walk straight for days~” Pupa husked in Chrysalis’s ear, thrusting into her with reckless abandon. Chrysalis moaned, arching her back against Pupa, more or less at her mercy. “Mmm, I can’t wait to bloat you up with my seed. I wonder how far I can get your belly to swell up?” Pupa wondered aloud, chuckling.

“Do it!” One of the drones cheered.

“Looks like our audience agrees with me.” Pupa laughed, planting a kiss on Chrysalis’s lips. “They wanna see you filled to the brim with eggs fertilized by me.”

“Let’s give them what they want then...” Chrysalis returned the kiss, grinning. Pupa moaned, her thrusts becoming erratic as she and Chrysalis kissed. She hilted herself a few more times, pushing in as deep as she could go before her orgasm finally hit her. She moaned loudly into Chrysalis’s mouth, firing the first volley of seed into the other queen’s depths. Chrysalis let out a cry, her walls milking her tail for all she had. The two continued to kiss as they rode out their respective orgasms, Chrysalis’s stomach swelling slightly between them. “That was amazing...” Chrysalis smiled tiredly.

“I’m starting to think that becoming a changeling queen was the best decision I’ll ever make in my life,” Pupa mused, nuzzling against Chrysalis’s cheek tiredly.

“It’ll be a few days before I can move the eggs to you...” Chrysalis yawned, snuggling with her.

“I can wait,” Pupa replied with a yawn of her own. “That’ll give us some free time though, whaddya think we should do until I can carry the eggs?”

“Take a nap...” Chrysalis chuckled, closing her eyes.

“I think I can handle just cuddling my queen for a few days,” Pupa commented, closing her own eyes and settling into the crook of Chrysalis’s neck. Chrysalis drifted off to sleep, a smile on her face. Pupa was about to do the same when she felt a gentle tap on her back. “Huh, what do you want?” she asked gently, turning to face the drones.

“Please don’t let her fight...” one of them, merely a child spoke.

“You mean against the Equestrians?” Pupa asked, the hivemind making it easy to figure out what the drone meant.

“Mother wants to hurt them, steal thier love...” they nodded.

“...Maybe we should continue this conversation out of the room,” Pupa suggested, gently pulling herself out of bed. “I don’t think we want your mother to wake up in the middle of this talk.” The drone nodded, leading her out of the room. They brought her to a small room, sitting down. “So… why don’t you want your mother to fight the Equestrians? Didn’t they kill your siblings?”

“Mother attacked them first,” the drone shook their head, “We begged her to ask them for help, to see if they would share their love but she wouldn’t listen, she just wanted to take it all, to make meals instead of friends.”

“...And you think I could change her mind?” Pupa asked, sounding unsure. “That I can have her go to the Equestrians and ask for the help we need?”

“Please, she won’t listen to us,” the drone begged her.

“I’ll see what I can do,” Pupa replied. “Just give me a few days. Maybe she’ll be more agreeable after putting the fertilized eggs inside me,” she continued, rubbing her stomach and smiling weakly at the drones. They all got up, giving her a thankful hug before leaving to resume their duties. “Okay… gonna have to think of ways to persuade her. Yeah… that’ll be easier said than done. But, I don’t want to let my new drones down.” Pupa sighed, making her way back to the royal chambers. She crawled into the bed, sliding up beside Chrysalis. She thought over things she could possibly say to the other queen as she slowly drifted off to sleep.

Nightmare's New Toy

“My, my, my, what do we have here?” Nightmare Moon asked, walking around the creature she had summoned. Living on the moon was quite lonely, and she had saved up enough magic over the centuries to summon herself up a plaything. Of course said plaything was a strange, monkey like creature.

“Ugh, where am I?” The creature groaned in a masculine voice, rubbing his head. He looked around for a few moments before his eyes locked onto Nightmare Moon. “Wh-what the hell?” he muttered.

“Welcome to my domain creature.” She reached down, being at least two feet taller than him, lifting his chin up.

“Umm hello,” he waved, clearly confused. “How are you… horse lady that I’m sincerely hoping is some sort of drug hallucination?”

“I assure you, I am quite real.” She turned his head to the side, inspecting him.

“Can I ask what you’re trying to do Miss..?” He guessed the one inspecting him was a she based on the voice and the rather impressive bust.

“I am Nightmare Moon but you may refer to me as ‘mistress’,” she informed him.

“Nightmare Moon huh,” he repeated with a nod. “That’s an interesting name. My name’s Lance Sloan, it’s nice to meet you.”

“That's mistress!” she barked, slapping him rather hard.

“Gah!” Lance cried, rubbing the cheek she had slapped. “Alright, alright, it’s nice to meet you, mistress,” he corrected, glaring at her slightly.

“Don’t you glare at me.” She kicked him onto his back, pressing a hoof down on his chest. “You are mine now do you understand?”

“C-crystal clear, mistress,” Lance wheezed, futilely trying to remove the hoof from his chest with both his arms. “I-it won’t happen again.”

“Good.” she removed her hoof, allowing him to stand up.

“Okay so… why am I here, mistress?” Lance asked, rubbing his chest. “This isn’t my home and I have no idea how I got here.”

“I brought you here. I was lonely and wanted a plaything.” She explained, looking him over again.

“Okay… and what do you mean by plaything?” he questioned, not sure he liked where this was going. She leaned down, dragging a forked tongue across his cheek. “Oh… I guess that kinda answers that question,” he said, blushing a bit as his eyes darted around, looking for a way out.

“You won’t find any help here, it’s just us on this miserable rock.” She chuckled, exposing her fangs.

“Really… you’re all alone here… mistress?” he hastily added, looking back at her and calming down.

“We’re on the moon, what do you think?” she asked, crossing her arms.

“...I’m on the moon… but how am I breathing, mistress?”

“My magic of course, I am the lunar alicorn.”

“An alicorn, mistress?” Lance repeated, scratching his head. “I’ve never heard of one of your kind, mistress.”

“And I have never seen a hairless monkey before,” she shot back.

“You’re not too far off with that actually, mistress.” Lance chuckled. “I’m a human, or Homo Sapien if you feel like getting fancy. My species is a member of the ape family. Our closest living relative is the chimpanzee.”

“You’re a human?” She raised her eyebrow. “I thought they were just myth.”

“Well mistress,” Lance started with a smile, “where I’m from, horses with horns on their head are just a myth too. So we’re both seeing living legends.”

“I am not a horse!” she growled at him, spreading her wings out.

“I-I’m sorry mistress,” Lance apologized. “I wasn’t trying to offend you, I swear.”

“You are male correct?” she asked, leering down at him.

“Yes mistress, I’m male,” he answered, squirming slightly under her hard gaze.

“Strip, now,” she ordered him. Lance tried to gulp down a lump in his throat, blushing from the request. He shakily complied, pulling his shirt over his head and exposing his upper body to her. He continued, creating a small pile of his clothes until he was naked before her.

She took in his form for a few moments before she burst out into a mocking laugh.

“What’s so funny, mistress?” Lance asked, feeling slightly ashamed. The mare’s laughter hurting him more than he thought it would.

“You call that a stallionhood?” she asked, bending over, poking his flaccid member.

“What’s wrong with it, mistress?” He asked, his face burning.

“It’s barely bigger than a foals!”

“Well, I mean, I’m not hard right now,” he offered. “It does get bigger, mistress.”

“We shall see.” Her horn glowed, covering it with her magic and stroking him.

“M-mistress,” he groaned, surprised by how good the magic felt running along his length. He quickly became erect, his member throbbing slightly with the increased blood flow. “H-how’s this, mistress?” he asked, hoping for her approval.

“Below average,” she commented, unimpressed.

“Oh…” he said, his face falling. “I guess I don’t compare in the size department with a member of your own species.”

“Now now.” she pat his head gently. “Many are not equipped to please me. I’ll just have to make some improvements.”

“You can do that, mistress?” Lance asked, a hopeful smile on his face. He didn’t know why her approval mattered so much to him at the moment.

“Yes I can.” she smiled back, stroking his cheek.

“Well then, please, go right ahead, mistress,” he said with a nod. “Make the changes that will please you.”

“Good boy~” she cooed, lifting him up into a deep kiss. Lance’s eyes widened, surprised by the tenderness of the action despite her domineering attitude up until that point. He returned the kiss, running a hand through her blue, billowing mane, marvelling at how it slipped through his fingers. His other hand rested on her cheek as he closed his eyes. She grinned, pouring a bit of her dark essence into him. He squirmed a bit, feeling it seep into his core.

“M-mistress, what was that?”

“Shh...” she looked into his eyes. “Let it flow through you... let it change you...”

“Okay, mistress.” He nodded, taking a deep breath as his body started to glow. He closed his eyes as he started to grow and transform, his skin taking on a faint inky black hue, his muscles becoming larger and more defined, and his member expanding tremendously. “Did it work?” Lance asked, staring into Nightmare Moon’s blue, slitted eyes.

“Oh yes, it did...” She licked her lips, setting him down. “Strip me, my pet.”

“Yes mistress,” he said, starting by pulling her helmet from her head. He continued to remove the rest of her armor, being careful not to brush against any sensitive part of her. He was ordered to strip her and nothing more. When she was fully nude, he stood before her, drinking her body in for a moment before locking eyes with her.

“My oh my, how did I stumble onto such an obedient pet?” she asked, petting his cheek.

“You were quite persuasive, mistress,” Lance replied. “Anyone would be just as obedient as I am if you wanted them to be.”

“I didn’t even have to use any magic.” she chuckled, taking in his new form.

“Does this new look please you, mistress?” he asked, turning in an attempt to put himself on display. “Or do you wish to make further improvements?”

“Hmm...” she rubbed her chin. “You’ve been a good boy so far. Do you have any fantasies I could fulfill?”

“You don’t have to worry about me, mistress,” Lance dismissed with a bow. “I am here for you, not the other way around. But I do wish to thank you for being such a kind mistress.”

“Are you rejecting my gift?” she asked, sounding rather offended.

“No mistress, nothing of the sort,” Lance clarified with a shake of his head. “I am just unworthy of such a kind gift.”

“I say what you are worth of? Do you understand?” she growled, narrowing her eyes.

“Of course, mistress,” he nodded, bowing again. “I am sorry for speaking out of place.”

“Now, answer my question.”

“Well… I have had one thing I’ve always wanted to try. I’ve always imagined tying a woman up a bit and uh… having sex with her,” he admitted, avoiding looking the mare in the eye.

“Not an unreasonable request.” She smiled, petting his head.

“Well… the fantasy also includes calling the woman a whore and other things like that,” he elaborated, blushing. “I don’t think it would be appropriate to address you in such a way, even for the sake of fulfilling a fantasy.”

“I see no reason to deny you your fantasy.” she grinned down at him. “Just remember who is in charge.”

“I truly am lucky to have a mistress like you.” Lance beamed. “And I could never forget who is in charge, you made that quite clear,” he continued, rubbing the spot on his chest where she had stepped on him.

She smiled, pleased with his behavior. She conjured up a rope tossing it to him.

“Thank you, mistress,” he said, stepping up to her. “Would you mind turning around for me?”

“Of course.” she turned around, giving him a nice view of her ass.

“I think I can officially say that you look good from every angle,” Lance commented, taking hold of her wrists and tying them behind her back while his eyes were glued to her ass. He took note of the tattoo-like markings of moons, getting a few ideas.

“Like what you see?” she asked, wiggling it for him.

“Like is quite the understatement,” he told her. “You’re absolutely flawless. From the color of your fur to those cat-like eyes of yours. I’m going to enjoy doing this with you.”

“Flattery will get you everywhere...” she smiled, licking her lips.

“I’m just saying what’s obviously true,” he said with a chuckle. “Could I have a couple more ropes, mistress?” She conjured him up a few more. “Thank you,” he said, tying her legs up as well. He then got an idea, starting to rub at the base of her wings gently.

“Oh...” she arched her back, biting her lip.

“It looks like this is a sensitive spot for you,” Lance commented, continuing his rubbing. “I’ll have to remember that when you order me to please you.”

“You keep that up...” she smiled, her wings starting to stiffen.

“That’s the response I was looking for,” he mused with a smile, running his hands along one of her wings. “I was thinking of tying these up as well, mistress. If you’re uncomfortable with that idea, tell me now and I’ll stop.”

“Go on already.” she rolled her eyes.

“Very well,” he said, tying her wings so that they were forced together and standing straight up from her back. He then forced her down so that her ass was sticking in the air for him, her legs spread so he could see her slit that had been hidden by her wavering tail until that point. “Better?”

“Much~” she smiled, looking back at him. “Oh, what are you going to do to me you barbaric human?”

“Isn’t it obvious you stupid alicorn?” Lance asked in a domineering tone, swatting her ass right on her moon marking and leaving a red mark. “I’ve got a tied up little whore with legs spread. I’m going to do whatever I want to you.”

“P-please don’t hurt me...” she whimpered, putting on an act for him.

“Oh please, you seem to like it well enough.” Lance smirked, running his finger along her slit to gather the little bit of moisture gathered there and showing it to her. “Look at that, all of this from just one swat on that plush rump of yours. What do you think would happen if I turned these black buns red?~” He whispered in her ear, groping the cheek he had slapped.

“Y-you can’t do this!” she protested. “T-the guards will get you...”

“I’ve already dealt with your guards,” he replied, nipping at her ear. “It’s just you and me now, with all the time in the world.” He punctuated that statement with a slap on her other cheek, hitting the crescent moon on it. She let out a loud moan, wiggling her ass a little. “Look at you, such a dirty little slut,” he teased. “You love it when I swat you on the ass, don’t you?” He slapped her again, watching the flesh jiggle for a moment after the impact.

“Y-yes...” she admitted, a swath of red growing across her face.

“Then say you want it,” he ordered, reaching down and kneading her ass with both hands. “Scream your desires to the heavens.”

“I want you to use me!” she shouted, struggling against the bindings.

“I knew you were just a little whore.” Lance laughed, getting in position behind her and rubbing his hardened length against her folds. “But a whore with a sexy body. So I will use you. I’ll use you until the only thing on your mind will be the feeling of my cock inside you,” he growled, thrusting inside her roughly.

“Yes!” she shouted, arching her back, her breasts jiggling.

“It looks like I’m not the first one to use your little whore body,” Lance commented, pushing into her warm depths even further. “Tell me, did you have the one or ones that came before me use you like this? Or did they not know how much of a glutton for punishment you are?” he asked, swatting her ass again.

“Y-yes... he did...” she moaned, moving her hips back against his.

“I knew it.” Lance smirked. “Then let’s see if I can outperform this mystery stallion, shall we?” he asked, pulling out of her until only the tip remained. He didn’t bother to wait for a reply, slamming his hips against her own and squeezing down on her ass.

“Yes~ More!” she cried, using her horn, giving his length a squeeze.

“You cheeky little whore,” Lance said with a laugh, flicking the tip of her horn. “I bet you could’ve used that magic of yours to stop me at any time. But instead, here you are, tied up with my cock battering against your womb. You wanted me to do this to you,” he concluded, swatting her ass.

She gasped, her magic winking out. “I w-want you to use me... all of me...”

“And what my precious little whore do you mean by that?” he asked, resting his hips against her own while he roughly kneaded her ass.

“I-I have a whole body for you to use...”

“Yes, you do.” He smirked, reaching out and grabbing her horn, squeezing it. “I can’t neglect my favorite slut’s body parts, can I?” he asked, resuming his rough thrusts. She let out a shuddering moan, her tongue lolling out of her mouth. Lance grinned down at the sight before him, her moaning and shuddering while he used and abused her tied up body, causing another wicked idea to enter his mind. He layed against her back looking at her tied up wings. He took the base of one in his mouth, nipping at it with his newly sharpened teeth.

She let out a surprised yelp, her wings struggling to extend. He continued his oral assault, chewing on the base of her wing like a dog with a bone, though being careful not to cause any serious damage. His hips moved like a piston, their union letting out a series of slaps.

“I-I’m close...” she muttered, squeezing her eyes shut.

“Lucky for you, so am I,” Lance told her, his thrusts becoming urgent. “So tell me, slut, where do you want my cum?” he asked, pulling her by the horn to look him in the face.

“Fill me! Fill me with your seed!” she commanded, her voice echoing through the stillness. He hilted himself one last time, squeezing her horn while he roared in ecstasy. His essence shot out into her, coating her insides. She panted, taking a few moments to catch her breath. “You were wonderful...”

“Thank you mistress,” Lance said, a dopey smile on his face. “And your captured noble act was perfect. I was convinced for a moment there,” he praised, letting himself soften inside her.

She used her horn to break her bonds, pulling him close to her. “I’m glad I chose you...” she chuckled, wrapping her wings around them like a blanket.

“Same,” Lance agreed with a bright smile. “I am happy to continue serving you, mistress. Especially if I keep getting rewards like that,” he added, wrapping his arms around her waist.

“Now my pet... we must sleep...” she nuzzled his head, her horn starting to glow.

“As my mistress commands,” he said, letting his eyes close.

“In two centuries we can go home and blot the tyrant sun from the sky...” She nuzzled his head. “And during that time we will dream.” Lance had already fallen asleep, a smile on his face as he held on to Nightmare Moon. “Sleep well my pet...” she stroked his hair gently before closing her eyes, allowing herself to drift off.

A Rare New Belle

Blueblood walked down the moonlit streets of Canterlot with a confident smile on his face. Earlier that morning he had been given a letter from a secret admirer who wanted to meet him. And judging from the mystery mare’s letter, this was an offer he couldn't refuse. He continued down the street, imagining what this mare might look like. Just as he started to feel his pants constricting from his fantasies, he arrived outside the letter’s described meeting place.

He opened the door, walking inside. “Hello!” he called out, taking in his surroundings. He closed the door behind him, the room darkening further as he did. “Is the one who sent me the letter here?”

“I’m in here~” a vaguely familiar voice called out, beckoning him further in. His smile grew, carefully placing his jacket on a rack next to the door. He followed the voice until he stopped in front of another door. He gave himself a quick once over, making sure he looked perfect before walking into the room with his mystery mare.

“I’ve been picturing this moment all day,” Blueblood said, closing the door to the room. “Your letter was just… stunning.”

“I’m glad you thought so.” The mare spoke, moving over from behind a changing screen. She was a nice white color, her mane a gorgeous shade of purple. “I’m so happy you could come.” she purred, walking over to him. The little part of Blueblood’s mind that was logical went to full alert, causing his eyes to widen in realization.

“Y-you… but you're the mare from the Gala Miss… Rarity,” He said, the name coming to him after a moment of thought.

“Well I’m certainly surprised you remember my name.” She grinned, lighting her horn up, locking the door.

“I-I try not to forget the names of mares when they stand out,” he gulped. “And the night we met certainly does stand out quite a bit.”

“Oh yes, what a dreadful night that was,” she scoffed, “Which, as I recall was your fault.”

“...I may or may not have been a bit… insufferable that night,” Blueblood admitted, wondering what the mare in front of him had planned. “And, after a long lecture from Auntie, I have been trying to change my ways.”

“Oh really? Forgive me if I don’t believe that,” she huffed, moving closer, backing up against the door.

“It's true,” he insisted, his mind telling him to run. “I don’t yell at castle staff over ridiculous things, and I’ve even helped Auntie look over her paperwork when it really piles up.”

“Perhaps I can go easy on you...” she touched his cheek, looking into his eyes.

“Th-thank you,” he said with a sigh. “I’d like it if we could start from square one. I regret how I treated you that night, honest.”

She smiled, pulling away. As she walked, she let her dress slip down, revealing her lacy lingerie. “Tell me Bluey, have you ever pleased a mare?” she got onto the bed, positioning herself so a pillow covered her lap.

“W-well, if I’m being completely honest, no,” he gulped, his eyes roaming over her body. The black lingerie contrasting nicely against her white fur, hugging her body in a way that accentuated her figure perfectly.. “I-I’ve been a bit of a selfish lover.”

“We’ll just have to change that, wont we?” she asked, taking off her bra, allowing her C cup breasts to hang free. She giggled tossing them at him. He stared at her chest, dumbfounded. His pants tightened instantly, leaving him shifting uncomfortably on his legs. The logical part of his brain was screaming that this was a trap, but he stomped it down, joining her on the bed. She reached down, slipping her panties off, again tossing them at him, though this time, they caught his horn, hanging in front of his face.

“I was such an idiot that night,” Blueblood said to himself. He was too busy staring at her breasts to notice the glow of her horn or the sudden lack of any tightness in his pants. “What do you want me to do first?” he asked.

“I’m so glad you asked...” Rarity grinned, gently grabbing his head, moving it down to her obscured crotch.

“So you want me to eat you out,” he commented with a smile.”I could do that for you.”

“Well... not quite...” she removed the pillow, revealing a rock hard erection.

“Umm…” Blueblood blinked, his mind shorting out from the sight. “Miss Rarity… has that always been between your legs?”

“Not until you joined me on the bed my dear,” she giggled. She grabbed his head, rubbing the tip against his lips. That comment sent a jolt through him. He frantically slipped a hand into his pants only to find no trace of his dick and balls.

“Oh no,” he muttered, staring up at Rarity with awe and horror.

“Oh yes,” Rarity replied, slipping it into his gaping mouth. Blueblood gagged slightly, but let her continue pressing forward. She literally had him by the balls. He figured compliance was his best course of action. Blueblood took a deep breath through his nose, holding onto Rarity’s waist to steady himself.

“How does it taste hmm?” she asked, wrapping a hand around his horn. Blueblood shuddered a bit, the mare’s soft hand feeling nice on his horn despite being fed his own dick. “If you want more you better start sucking~” He complied, closing his eyes as he slid down, weakly batting his tongue against the shaft on the way down. “Ooh... that's certainly different...” she gasped, squeezing his horn. He moaned at her grip, sending vibrations along the member in his mouth. On a whim, he decided to slide one of his hands from Rarity’s waist and onto her plush ass. He gave one of the cheeks a soft squeeze to gauge her reaction. She smiled, grabbing his hair, giving it a light tug. He let out a strangled gurgle, putting his hand right back onto her waist. “No. no, go right ahead.” she leaned down, licking the tip of his horn.

Blueblood moaned again, taking his hands and softly holding Rarity by the cutie marks, kneading her ass gently. He rubbed his legs together, feeling an unfamiliar heat building in his crotch. He ignored it, instead focusing on Rarity’s perfect ass as he finally fit all of her… his dick inside his mouth. He stayed like that a moment, weakly working his tongue on the base.

“Ooh...” she closed her eyes, massaging his horn, “Such a good little dick sucker aren’t you?” she asked, starting to move her hips. Blueblood blushed at the comment, but he was unable to say anything as he was forced to bob his head along to her hip movements. She picked up speed, biting her lip at all the new sensations. He gagged slightly, the tip battering against the entrance of his throat multiple times. He clenched his eyes shut while holding onto Rarity’s ass for dear life.”I’m close~” she sing songed, nearly ramming in and out of his mouth. Blueblood couldn’t take much more of the abuse, lighting up his horn to stroke Rarity’s new cock with his magic while he swirled his tongue around the shaft, tip, everything. She shuddered, giving one last thrust, hilting herself, cumming hard. She smiled, panting heavily, falling back on her ass. “Be sure to swallow~” He did as she said, tilting his head back and forcing himself to swallow the thick payload. He opened his mouth, showing Rarity that it was all gone.

“T-there, are you satisfied?” he asked calmly.

“How did it taste?”

“Slightly bitter, and salty,” he answered, the taste refusing to leave his mouth.

“You’ll get used to it.” she pulled him up, giving him a kiss. He returned it for a few moments.

“Please, Miss Rarity, let me have my genitals back,” he pleaded, looking deep into her sapphire eyes.

“And what if I want to keep them hm?” she asked leaning back, absentmindedly stroking her softening package.

“Please don't do that,” he begged, his ears pinning to his head. “I’ll do whatever you want if you just let me have those back.”

“Just imagine it Bluey. Explaining to everyone your flat crotch. Hiding yourself away during estrus to keep from humping the next stallion you see...”

“I don’t want that to happen.” He shook his head, gulping down a lump in his throat. “Please, Miss Rarity, I’ll do anything you ask to have those back,” he begged, tears forming in the corners of his eyes.

“Oh stop with the tears.” she rolled her eyes. She laid on her back, pulling him down with her. She slid a hand down his pants, brushing her fingers against his new lips.

“Wh-what are you doing?” Blueblood panted, jerking stiff due to the contact.

“Returning the favor.” She grinned, pinching his clit.

“Ahh!” he cried, bucking his hips a bit at the contact. “Th-then can I go back to normal?” he asked, laying his head against hers.

“Nope~” she chuckled, slipping her fingers into his awaiting folds.

“Nnng, M-miss Rarity,” he panted, his tongue lolling out of his mouth.

“Yes?” she asked, slowing her pace.

“J-just keep going,” he said. “If I’m not going to get my stallionhood back, then I might as well enjoy this,” he concluded.

“That's the spirit~” she cooed, starting to thrust her fingers in. “Let me hear you moan~”

“Hah! Miss Rarity!” Blueblood cried with a throaty moan, his legs twitching.

“That's it~” she smiled, teasing his clit, “You’re just a big slut aren’t you?”

“I-I can’t help it,” Blueblood groaned. “Th-this is all new to me.” He panted, looking into her eyes.

“Better get used to it...” she smiled, stroking his cheek gently with her free hand. Blueblood lowered his head, biting back a moan as Rarity continued to thrust her fingers in and out of him, slowly picking up the pace. “I know what you want Blueblood...”

“W-well I have been telling you what I want this whole time,” Blueblood offered, biting back another moan.

“No I know what you really want, a nice set of tits~” she grinned her horn lighting up.

“Please don’t,” he squeaked, screwing his eyes shut.

“Why so afraid hm?” she asked, her voice softening. “Do you actually think I would hurt you?”

“I just… prefer being a stallion. I don’t want to be a mare,” he replied, looking back at her. “... At least, not permanently,” he added, blushing.

“Why not? Being a mare is fun.”

“Because I like being a stallion, it’s just what I’ve always been,” he answered. “But… this has felt rather nice so far,” he admitted. “Miss Rarity… I’ll do anything you want as a mare, no complaints. But please, at least consider letting me have my stallionhood back.”

“And what if I want to put a foal in you?” she asked, moving her hand down, rubbing at his stomach.

“...I did just say anything,” Blueblood gulped. “So I guess that would include giving you a foal.”

“Now Blueblood, I’m not going to do anything you don’t want me to do.” She pulled him into another kiss. Blueblood returned the kiss, relaxing against her.

“It’s okay, Miss Rarity,” he told her. “This has felt good so far. I’ll trust you on what you want to do with me next.”

“Well then this isn’t much of a punishment is it?” she let out a sheepish laugh.

“Well, you could always try something later,” Blueblood offered with a chuckle. “Something tells me that we’re going to be seeing each other more often after this.”

“I’d like that...” she smiled, giving his horn a lick.

“Mmm, that’s nice,” he moaned, holding onto her. “Well… I guess I’m as ready as I’m going to be. Go ahead, make me a full on mare,” he said, staring into her sapphire eyes.

“Are you sure?” she asked, cupping his chin. “Do you want me to make a princess out of you?”

“Well… I could always try it at least once,” he said with a weak smile. “I have always liked trying new things.”

“If you want this to stop, say so.” she frowned, starting to remove her fingers.

“I will,” he nodded. “But… something tells me I won’t be doing that.” He chuckled weakly, a blush on his cheeks.

“Do you want me to stop?” she asked, locking eyes with him. Blueblood just smiled, pulling her down into a long kiss, reaching down and gripping her by the sheath.

“Does that answer your question?” He asked, kissing Rarity on the cheek.

“Ooh...” Rarity moaned, biting her lip.

“Since that is my penis that you seem to love having, I should tell you that I know all it’s most sensitive spots,” Blueblood said, rubbing her sheath some more while his other hand cupped one of her testicles, hefting the orb lightly.

“I suppose that makes you an expert then.’ she grinned at him.

“It means I know what your new friend likes,” he replied, easily coaxing another erection from her, giving it a quick stroke.

“Oh my....” she leaned back on the bed, wrapping a hand gently around his horn.

“I think you’ve forgotten what you were supposed to be doing here,” Blueblood teased, laying down on top of her. “Do my hands really feel that good on you?”

“Yes they do...” she nodded, kissing him. “I think you deserve a reward...” she lit her horn up, placing her hands on his chest.

“And what is my reward going to be, Miss Rarity?” He asked, still stroking her length and never breaking eye contact.

“A nice big set of tits.” Blueblood moaned, a pleasurable feeling starting to spread through his chest.

“Mmm, and do you have plans for what you want to do with them?” He asked, glancing down and watching his chest start to swell.

“Plenty my dear Bluebelle~” Blueblood blushed, watching his growing breasts, biting his lip as they strained against his shirt.

“Hmm, and what do I have to do to get a voice and face that matches the rest of my body?” Bluebelle asked, running a finger against Rarity’s urethra.

“Keep that up and you’ll have foal bearing hips in no time...” she shuddered, giggling a little as his breasts tore his shirt open. Bluebelle looked down at her ruined shirt, pouting a little.

“Aww, that was my favorite shirt,” she said with a sigh. “Still, it does give me an idea. Maybe we should have some new clothes made for me if turning me into a mare becomes a regular thing?”

“I can do that. You’ll be the talk of Canterlot~” Rarity cooed, growing her breasts out to DDD.

“The only talk would be about you if we go out on the town,” Bluebelle offered, kissing Rarity’s cheek.

“As we should.” She kissed him, reaching up, squeezing her new breasts.

“But no more Galas,” Blue Belle said, giggling.

“Oh but I would love to take my special mare to the Gala, everyone looking at your swollen belly...”

“Well,” Bluebelle mused, pretending to mull it over. “Okay, but only if my special mare was there, holding my stomach with pride and danced with me.”

“But of course.” she smiled, rolling over so she was on top. She straddled her chest, slipping her erection between her breasts. Bluebelle took the hint, squeezing her breasts together so they cushioned Rarity’s length.

“My mare is so naughty~” Bluebelle teased, squeezing her breasts a little tighter. “Wanting to use my chest like this.”

“You know you like it...” Rarity chuckled, thrusting a little, the tip brushing Bluebelle’s lips.

“Well... maybe just a little.” Bluebelle giggled, giving Rarity’s tip a quick kiss as it came towards her. Rarity moaned, pushing it past her lips. Bluebelle didn’t resist, swirling her tongue around the flared head as it entered her mouth. She then started moving her chest up and down Rarity’s length while she suckled on the other mare.

“Oh yes...” Rarity moaned, moving her hips, her breasts heaving.

“Do you like that, Rarity?” Bluebelle asked, giving Rarity’s tip a quick kiss as it popped out of her mouth. “Because I’m starting to really like it. My body feels like it's on fire right now.”

“That means you're in heat dear...” Rarity giggled, kissing her horn.

“Hah!” Bluebelle moaned, stroking Rarity faster. “I-is this what it feels like to be in heat? Like your body is burning from the inside out, and like the slightest touch will cause you to burst?” She panted, looking up at Rarity, still pumping her breasts.

“Oh yes, and the longer you go without sex, the worse it gets.” Rarity nodded, reached down, teasing her nipples.

“Mmm, then don’t keep me waiting too long,” Bluebelle moaned, her legs squirming. “I would hate to have to order you as a princess~” she said, taking Rarity back into her mouth.

“Of course not...” Rarity moaned, picking up her pace, working her magic on Belle’s face. Belle moaned around Rarity’s length, working in tandem with the mare straddling her so she could reach another climax. Bluebelle closed her eyes and squished her breasts as hard as she could, preparing herself. “R-remember to swallow...” she reminded, giving one more thrust, cumming again. Bluebelle moaned, still pumping Rarity’s length to coax as much seed as she could down her throat. When Rarity let out her last weak trickle of cum, Belle popped off, licking her lips and smiling at the other mare. “Damn your good...” Rarity panted, smiling dopily.

“I was just trying to match your enthusiasm.” Belle chuckled, stroking Rarity’s cheek. “I liked seeing you getting so much pleasure.”

“I think you just like sucking dick,” Rarity teased.

“Only when they’re attached to somepony as sexy as you,” Bluebelle replied, a smile on her face.

“That's what I like to hear,” Rarity said, pulling her into a kiss, working her magic on Belle’s throat. Bluebelle happily returned the kiss, her hands moving to Rarity’s back. She didn't even pay attention to Rarity’s magic. “Say something my dear...” Rarity pulled away.

“How do I sound now?” Belle asked, her voice much more feminine than before.

“Amazing...” Rarity smiled, moving her hands down Belle’s body.

“Good,” Belle smiled, shuddering under Rarity’s touch, “glad you approve. Now, give me hips so I can easily bear our foal.” Rarity obliged, giving his a nice hourglass figure and a wide set of hips. “Perfect,” Belle said, giving her new hips a wiggle. “I could get used to doing this more often.”

“So could I~” Rarity reached around, squeezing her new bubble butt.

“Mmm,” Belle cooed, her tail flicking under her. “Are you just going to tease me all night, or are you finally going to put that thing inside me?” she asked, giving Rarity’s member a squeeze.

“Are you ready?” Rarity asked, positioning herself.

“More than ready,” Belle replied. “Let’s do this, I want it, and not just because of the heat.” She grabbed her hips, thrusting in with all her might. “Ahhn!” Belle cried, bucking her hips against Rarity. “Looks like you want to start rough!” she panted, her tongue lolling to the side.

“You seem to like it.” Rarity smiled, grabbing Belle’s breasts.

“I suppose I do,” Belle replied with a moan. “Though I never thought I’d like being penetrated like this.”

“And now you’re gonna be a mommy.”

“Laugh it up now because you’re bearing the next foal,” Belle shot back with a smirk, cupping one of Rarity’s balls and hefting it a little.

“I never agreed to that,” Rarity pouted, picking up speed. Belle moaned again, starting to run her thumb along Rarity’s testicle.

“Mmm, but don’t you want to be a mommy too?” Belle asked. “Your breasts will grow and fill with milk. Plus, you could design yourself some fabulous maternity wear.”

“Oh yes... that does sound nice...” Rarity smiled, a far off look in her eyes.

“I’m glad you agree,” Belle said with a smile. “But that won’t be for a while. So right now, let’s worry about packing me full with our child.” Rarity smiled, pulling her into a kiss, thrusting hard. Belle moaned into Rarity’s mouth, her eyes closing as she reached up Rarity and squeezed the other mare’s breasts. Her legs wrapped around Rarity’s waist, keeping her from pulling out too far.

“You smell so good...” Rarity spoke, almost breathless. She gave Belle’s nipples a twist, tugging on them.

"Ahh!” Belle cried her hips jerking against Rarity. “I think you’re sensitive to the smell of a mare in heat because you have my dick,” she offered, working to move her hips in tandem with Rarity’s.

“It’s intoxicating...” Rarity nipped at Belle’s neck, closing her eyes.

“I’m glad you like it,” Belle cooed, exposing more of her neck to the other mare. “Because you’re going to be smelling it quite a bit in our time together.”

“I wouldn’t have it any other way~” Rarrity cooed back, leaning up, dragging her tongue across Belle’s horn.

“Oh Faust that's so good,” Belle moaned her eyes nearly rolling to the back of her head. “I am so lucky to have a mare like you. My horn has always been so sensitive~”

“Oh we are going to have so much fun with the wedding plans!” Rarity almost squealed, nibbling the tip ever so slightly.

“Ahhn!” Belle cried, grabbing hard onto Rarity’s breasts. “We’ve only had sex once and you're already thinking about the wedding?” she asked trying to chuckle only to end up panting. “You certainly are something, Rarity.”

“Scream for me Bluebelle...” Rarity whispered, nibbling on her ear.

“Rarity!” Belle screamed, her walls clamping down on Rarity in a powerful orgasm. Her tunnel started contracting almost rhythmically in an attempt to milk Rarity of her precious seed. She let out a cry, hilting herself before pumping her full of cum. When both of their orgasms finally ended, Belle let her head fall against the bed, her body going limp as she tried to catch her breath.

“That was amazing...” Rarity muttered, curling up with her new lover.

“I agree,” Belle replied, wrapping her arms around Rarity. “Good thing we have nearly a year to keep doing it until the baby's born,” she added, giving Rarity a quick kiss.

“Thinking ahead are we?” Rarity asked, pulling the covers over them.

“Maybe a little,” Belle said with a tittering laugh. “Speaking of thinking ahead, were you serious about that wedding plans comment?”

“Of course I was.” Rarity nodded, nuzzling his neck.

“Hmm, I suppose I’d be okay with that. Belle smiled, giving Rarity a squeeze. “Should both of us be in dresses, or do you want to wear the tux considering your little friend?” She asked, looking down at Rarity’s crotch.

“I think we’d both look lovely in dresses.” Rarity smiled, closing her eyes. “You'll have to tell your aunts about this.”

“And you’ll have to tell your family too,” Belle pointed out, following Rarity’s example and closing her eyes. “Shall we do that together?”

“That sounds wonderful...” Rarity smiled, drifting off to sleep. Belle drifted off as well, feeling her heartbeat slow down to match Rarity’s.

Studying Dragon Biology

Twilight had borrowed the boulder costume from Rarity and was now safely inside it. She was monitoring a test subject for a new set of experiments she had planned. Said test subject was likely to react with hostility if he saw her, hence the costume. However, her next experiment required her to interact directly with the test subject. Lucky for her, she had devised a genius plan in order to draw the subject close to her hiding spot.

“Hey, some idiot left perfectly good gems lying around,” a male voice said with a laugh. “Looks like their loss is my gain.”

‘Perfect~’ she thought to herself, watching as Garble walked up to the trap.

“Alright, rubies and amethysts, my favorites.” He grinned, picking up one of the purple gemstones and munching away. “Mmm, I should find the schmuck who lost these things and laugh at ‘em.”

“And now!” Twilight cast her spell, a cloud of sleeping dust exploding out of one of the gems.

“What the actual fuck!” Garble coughed out, his wings trying to blow the dust away. His nostrils flared, taking in the dust. He swayed on his feet for a moment. “Oooh, nighty night,” he muttered, collapsing to the ground and letting out a deep snore.

“Success!” Twilight grinned, teleporting out of her costume. “Now...” she looked down at Garble. “Let’s get you back to the lab.” She smiled, picking up the drake in her magic and teleporting the two of them away. When the two of them reappeared, they were in her lab, a magic soundproof bubble surrounding the room in case someone got loud during the experiments. She put Garble down on a slab, tying him down as she put on her safety goggles, lab coat, and put her hair up in a bun.

“Bwa...?” Garble groaned, opening his eyes slowly.

“Oh, you’re awake already,” Twilight commented, snapping a rubber glove over her hand. “Seems that dragons are able to clear things out of their body faster than ponies. I’ll make a note of that,” she said, using her magic to scribble onto a piece of parchment.

“The hell!?” he growled, thrashing around. “Let me outta here!”

“If I did that you’d try to claw my eyes out,” she pointed out. “Now calm down, I won’t hurt you.”

“I said lemme out!” he roared at her.

“If you don’t stop that, I’ll gag you,” she warned, picking up a ball gag with her magic. “Now, what’s it going to be?”

“The hell is wrong with you lady!?” he shouted, snorting a puff of black smoke.

“What’s wrong here is that ponies know very little about dragons,” Twilight replied, putting the gag down next to her. “That’s something I’d like to correct. So, I’ve decided to run some experiments and learn about dragon biology.”

“Why don’t you just use that runt of yours?”

“I’ve learned everything I can from Spike,” she answered, sighing. “But now I need a more mature dragon for my experiments. And that dragon just so happens to be you. Look, I know you’re not a fan of ponies, but I promise to make this worth your while.”

“Oh yeah? How’s that?” Garble asked, glaring at her.

“How does a veritable gem buffet sound?” she asked, pulling out a large ruby. “There are certain perks I have as a princess. So, do you like what you’re hearing?” She asked, holding the gem out to his mouth.

“Y-yeah...” he nodded, licking his lips, staring at it.

“Does that mean you’ll behave if I let you down from there?” Twilight asked, pulling the ruby close to her chest. “I’d like it if I could make this as comfortable as possible for you.”

“Give me the ruby first.”

“Alright, I can do that,” she walked up to the dragon, holding the ruby close to him with a smile on her face. “Eat up~” she sing-songed. He ate it up, letting out a satisfied moan as he did. “Are you ready to cooperate?” she asked, putting a hand on one of his bindings.

“Only if you keep feeding me.”

“I think I can manage that,” Twilight said with a giggle, letting the dragon down. “There, now let’s begin with a small body exam.”

“Uh huh...” he sat up, shaking his head.

“Great!” she cheered, a bright smile on her face. “And would you mind if I asked you some questions while I do the exam? It’ll help me learn more about you and your species,” she said as she stood close to him.

“Whatever...”

“Thank you very much,” Twilight said, having some equipment float around her in her magic. “Can you open your mouth please? I’d like to take a quick look at your teeth.” He rolled his eyes, openings his jaws, looking at her expectantly. She took a dental pick and a penlight, examining his teeth closely. “Hmm, it seems that as dragons grow their teeth become even sharper. I’m going to guess that aside from gems you eat meat. Is that assessment correct?” she asked, using her magic to write notes.

“Yup.” he chomped his mouth closed, grinning at her.

“Then I’ll start adding meat to Spike’s diet,” Twilight replied, continuing to write notes. “I do want him to develop properly after all. Anyway, turn around and spread your wings, I’d like to examine those next if you don’t mind.”

“Whatever you want.” he turned around, spreading his wings out.

“It seems a dragon’s wingspan is proportioned differently than most ponies,” Twilight observed, running a hand along the top of his wing. “Though, given your size and build, I would expect as much.”

“I am strong.” He grinned posing like an idiot.

“I know you are,” she assured him, rubbing his wings with both hands now. “You were able to push a large boulder off yourself with only the help of a baby dragon. That’s impressive.”

“H-hey! You shut up!” he looked back at her, growling.

“I was trying to pay you an actual compliment, Garble,” Twilight assured, rubbing the base of his wings to get a feel for his flight muscles.

“Oh that feels good...” he moaned softly, twitching his wings.

“It seems ponies and dragons share something in common after all.” She giggled, rubbing a little harder for him. “The bases of our wings are sensitive as well.”

“Yeah...keep that up...” he smiled, leaning into her touch.

“I can do that,” she whispered up to him. “You did ask nicely after all~” She continued rubbing, watching Garble with an amused smile.

“Ooh...” he closed his eyes, tongue hanging out of his mouth.

“So Garble, what would you say about moving on to my next test?” She asked, pressing her chest against his back. “I think you’ll like it as much as this.”

“Okay...” he nodded, a shudder passing through his body.

“I’ll just need you to turn around and face me,” she said, giving his wings a final squeeze. He did as she asked, looking down at her with lust filled eyes. “Why are you looking at me like that?” Twilight asked, suppressing a smirk as she pulled her safety goggles off.

“Because you're hot... for a pony...”

“Well thank you, Garble,” Twilight said, running a hand up and down his torso. “And despite our less than ideal meetings, you’re a very handsome dragon.” He smiled, licking his lips. “Now, why don’t you sit down and I’ll get us started on the next test?”

“I’d love to...” he sat down on the slab, keeping his eyes on her.

“That's what I like to hear,” she beamed, her magic’s aura surrounding his crotch. “Let’s see if this works,” she muttered, beginning to send vibrations along the drake’s groin area. He let out a long moan, bucking his hips. “Do you like that, Garble? Are you going to get hard for a pony like me?” she cooed, staring into his eyes.

“Y-yes...” he admitted, looking back into her eyes.

“Then what are you waiting for?” She teased. “I want to see what a dragon’s penis looks like.” He blushed, feeling himself rise up into view. “Ooh, I like what I’m seeing, Garble,” she said, reaching out and giving the drake an experimental stroke. “You’re as long as a stallion but not quite as wide. Though those small ridges will more than make up for it. And that tapered tip must make penetration a cinch.”

“Hey! I’m bigger than any lousy pony!” Garble snorted, looking a little insulted.

“Considering the sizes dragons can reach, you will be,” she said, stroking him slowly. “There’s no need to be insulted though, I think your penis is perfect as it is.” He shuddered a little.

“We need to get you out of those stupid clothes first,” he countered.

“Not yet~” Twilight giggled. “I need to collect a sample of a dragon’s seed before we do anything else,” she continued, getting on her knees so she was at eye level with Garble’s erection. “I hope you don’t mind.”

“Oh ome on!” he frowned, reaching down to just cut her clothes off.

“That’ll cost you a few gems,” Twilight said with a frown, her breasts bouncing as her ruined bra and shirt fell to the ground.

“Totally worth it!” he grinned. “I don’t know why you ponies wear clothes anyway.”

“I could explain it for you later if you’d like,” Twilight offered, giving Garble’s tip a quick lick.

“Y-yeah...” he moaned, grabbing her head, starting to push past her lips. Twilight allowed Garble to take control a bit, swirling her tongue around his tapered head as it passed. She took note of his scent and taste, it was slightly spicy, something that didn’t disagree with her tastebuds. He began to move his hips, brushing the tip of his tail against her nipples. Twilight let out a moan of her own, looking up at Garble in surprise as she gave him a powerful suck. “You like?” he asked, letting out a purr. Twilight nodded, using a hand to rub the base of his tail.

Garble let out a moan, moving his hands down, roughly squeezing her breasts. Twilight let out her own moan, sending vibrations along the drake’s erection. Her tail flicked back and forth and her wings stiffened, a sure enough sign of her own growing arousal. His tail snaked its way into her panties, rubbing her slit. Twilight’s wings stiffened completely, and she looked up at the drake as if begging for him to continue. As if to entice him, she started flicking her tongue across the ridges that lined the top of his member.

“That's it you horny little pony.” he flicked her clit, sliding the tip into her. Twilight let out a muffled scream of pleasure, starting to bob her head in time with his thrusts. She looked up at him, the hand on his tail giving it a fond squeeze. He picked up speed, pinching her nipples, scratching her breasts lightly. She shuddered under his rough treatment, locking eyes with Garble as she battered her tongue against him while her juices started covering his tail. Her one hand started squeezing and stroking his tail, while she placed the other on his thigh to better brace herself.”You like that?” he growled, twisting her nipples. “Master can give you so much more.”

“Mmmph!” She cried, muffled by the member in her mouth as her body trembled. She locked eyes with him, nodding enthusiastically while she squeezed his tail and thigh.

“Good girl~” he cooed, making her deepthroat him, digging his talons ever so slightly into her supple tit flesh. Her body slackened slightly, struggling to keep her head bobbing while her wings twitched wildly. Every time his hips met her muzzle, she nuzzled Garble slightly, showing him she was still aware of what was happening. “That's it, take it like the slut you are!” he commanded her, giving her wings a squeeze.

“Mmm,” she moaned, closing her eyes as she squeezed Garble tighter, forgetting at the moment that she was supposed to be running a scientific study.

“H-here it comes... you better swallow it all!” he threw his head back with a roar, climaxing hard. Twilight let out a muffled scream as she let out a torrent of marecum all over the drake’s thrashing tail. Her mind dimly reminded her the purpose of this, lighting up her horn to catch a portion of the drake’s seed. The rest, she swallowed greedily, thoroughly enjoying the spicy taste as seed coated her tongue and throat. “I’m totally keeping you...” he smiled dumbly, looking down at her. Once his orgasm was finally over, Twilight pulled off of his member with a wet *pop*, looking up at him with her own tired smile.

“There’s room at the castle for you~” she said with a pant, putting the cum she caught in a clear container with a blank label. “You could have your own room, or you could just share mine.” She winked at him, standing up on shaky hooves.

“What are you talking about you’re mine now.” he grinned, licking his licks. “Just wait until the rest of them find out I turned one of the pretty pony princesses into my personal fuck toy.”

“Sorry, but I have my responsibilities here to think about,” Twilight told him, putting the cum container into a cooler. “But… if I wasn’t a princess I’d totally consider just going with you to the dragonlands.”

“Who said you had a choice?” he asked, grabbing her horn, narrowing his eyes.

“I did,” she said, narrowing her own eyes at him as her horn sent an electric shock through the drake. He let out a yelp but didn’t let go, starting to squeeze it. “Grr, if that’s the way you want to play it,” she warned, struggling to pick the dragon up with the pressure he was applying to her horn. She slammed him back down, straddling him and glaring at him. He bared his fangs, swiping at her face. She moved her head, just barely getting a scratch while she punched Garble right in the throat. He let out a strangled cry, grasping at his throat pathetically. Twilight took that as her opportunity to levitate Garble off the ground, wiping blood off her cheek. “Are you going to stop trying to kidnap me now?” He nodded his head quickly, still trying to breathe. “Good, because if you try anything again, I’ll turn you into a pony,” she warned. “And I can do it too,” she concluded, setting him back down on the slab.

“H-help...” he begged weakly, pointing at his throat.

“Okay, I’ll help,” she said, sounding a little worried as she cast a healing spell on his throat and levitated a glass of water over to him. “There you go, that should make things all better.”

“T-thanks...” he coughed, guzzling the water down.

“You’re welcome,” she said with a sigh, sitting down across from the dragon. “You know Garble, I was really about to change my mind about you. Like, maybe you weren’t as much of a jerk as I thought. You were answering questions easily, and you gave me the best orgasm of my life. But then you ruined it by attacking me and attempting to kidnap me.”

“Yeah well... I don’t need your approval.” Garble snorted, turning away from her.

“Can you just tell me why you tried the whole kidnapping thing?” Twilight asked with a frown.

“I’m tired okay!? Tired of being at the bottom of the barrel. Tired of being a nobody...”

“...I don’t think you’re a nobody,” she offered, getting up and sitting next to him. “You’re obviously strong and like I said, you’re a pretty handsome dragon,” she finished, patting the top of his leg.

“You’re just saying that...” he frowned, looking away from her.

“No, I’m not,” she said. “I’m sure you can find a way to not be at the bottom of the barrel. Maybe you just need to stop worrying about coming off as super macho all the time and just find some things you enjoy doing. Like, finding a hobby.”

“What’s a hobby?”

“It’s something that you can do in your spare time,” Twilight explained with a giggle. “There’s a ton of examples of them too: reading, fishing, going out on hikes by yourself or with friends, and plenty more. I could show you a book that could give you some ideas.”

“Er...what’s a book?” he asked, looking genuinely confused.

“I’ll show you!” She cheered with a squee, grabbing the drake’s claw with her hand and teleporting them to the library in the castle. “These are books!” she beamed, waving a hand to all the rows of bookshelves.

He pulled one out, flipping through to a random page. “What is this stuff?” he asked, squinting. “All those little line thingies are making my head hurt.”

“That’s writing, those line thingies are words and sentences. I can teach you to read if you’d like,” she offered, pulling out a book that helped teach the basics of reading.

“You’d do that.. Even after all that... stuff?” Garble asked, looking down at her.

“Garble, I believe in giving others second chances,” she said, smiling as she put a hand on his side. “Even someone who’s done “stuff” like you have.”

“Um... p-Twilight... can I stay here? With you?” he asked with uncharacteristic shyness.

“Of course you can,” Twilight replied, hugging his side tightly. “It’ll give me plenty of time to teach you to read.”

“Thanks.” he smiled, hugging her back.

“And that's how your daddy and I met!” Twilight recounted with a smile, looking down at the small foal in bed. Of course, she had left out the sex part, not like her children ever needed to hear that part.

“Wow, so daddy didn’t know how to read at some point,” the foal said in awe, looking between her two parents. “I can’t believe it, you two read together all the time!”

“Yeah, daddy had a hard time fitting in,” Garble chuckled, ruffling the little kirin’s mane.

“And look at you now, the captain of my personal guard,” Twilight beamed, squeezing the dragon’s side. “The armor really suits you.”

“Thanks.” he smiled, wrapping his tail around her leg.

“I’m only stating the obvious,” she told him with a wink as she turned back to their daughter. “Now you go get some sleep, Honey. Daddy and I are about to go to bed too,” she concluded, snaking a hand behind Garble and squeezing the base of his tail out of the kirin’s line of sight. Garble kept in his moan, his stoic look staying on his face.

“Okay,” the kirin nodded, a fanged smile on her face as the two walked out of the room. Once they were out in the hall, Twilight pulled Garble into a kiss.

“I’m about to start my heat cycle,” she whispered in his ear. “Wanna see if we can give Lavender a little brother or sister~?”

“I was hoping you’d say that~” he grinned his tail sliding into her pants.

“Mmm, I am gonna ride you until all your scales fall off~” she purred, holding onto the drake and nuzzling him.

“And I’ll screw that brain of yours out.” he reached up, poking her forehead.

“Faust, I’m so glad I decided to make you my test subject all those years ago,” she said, teleporting them to their room. “I love you, Garble.”

“Who knows where we’d be if you hadn’t.” he smiled, looking into her eyes. “I love you too, Twilight.”

“Why don’t you show me how much?~” she said, her clothes disappearing in a flash as she fell onto the bed. “Give your pretty pony what she wants.”

“Why of course my dear.” he licked his lips, casting off his armor, climbing ontop of her.

“So, are you going to be a loving husband, or rampaging dragon tonight?” She asked, rubbing the base of his wings as she stared deep into his eyes.

“I dunno, what does my beautiful mate want tonight?” he asked, staring back into hers.

“Mmm, both sound good to me,” Twilight admitted, her tail flicking and brushing against his own. “Well, we could always do that thing that you really love,” she offered, giving him a peck on the lips.

“Haven’t done that for a while.” He grinned, licking her neck.

“I know, too long if you ask me,” she replied, shuddering and exposing more of her neck to him. “Good thing it’s our day off tomorrow. Neither of us will be walking right in the morning.

“Let’s make a baby.” he rumbled, nipping at her neck.

“Yes~” she moaned, rubbing his wings more. “I want to fill Equestria with our little kirins. Come on, make me a mommy again. I need it so bad~” she pleaded, squirming under him.

“As you wish my princess.” he grabbed her hips, thrusting hard.

“Ahhn!” she moaned, her wings flaring out beneath her. “That’s it, keep doing it like that you sexy drake!”

“You're still so tight...” he groaned, grabbing her breasts, digging his claws in.

“Lucky for you, I’m an alicorn,” she said after a long moan. “We’re extra sturdy and resilient compared to other ponies. I told you about the time I was punched through a mountain, didn’t I?” She asked, using her magic to vibrate the base of his tail while she rubbed his wings.

“Oh yeah... keep doing that...” he moaned, picking up speed.

“As if I’d stop,” she moaned, chuckling as she kept the magic going. She leaned up, kissing the dragon. He kissed her back, moving a hand up to rub her horn. “You really do know all my spots,” she husked, pulling away only to crash her lips against his again.

“I’m a quick learner,” he chuckled, leaning down, nipping at her breast,

“Oh yeah, that’s the stuff,” Twilight panted, her fluids dripping onto the bed. “Dragon teeth are the best,” she mused aloud, squeezing Garble’s flight muscles fondly. “Those flat ones stallions have just don’t cut it.”

“Always a pleasure to be of service.” he chuckled, clamping his mouth around her nipple, giving it a suck.

“Mmm, you really do have a fixation on my breasts,” Twilight panted, removing one of her hands from his wings and stroked the fin atop his head. “Though, with how sensitive they are, I’m not complaining. I love seeing you sink your fangs and claws into my breasts.”

“As long as it doesn’t hurt you. Remember that time they called the guards on us?” Garble asked, pulling away to look at her.

“I remember cumming super hard as the guards pulled you off me.” Twilight giggled, still stroking his head. “Though...you did leave a bit of a mark that took some time to go away.”

“And I remember spending the week in a cell.” he chuckled, biting down on her nipple, rolling it between his teeth.

“I hope you’re not complaining,” Twilight moaned, increasing the speed of the magical vibrations at his tail. “It wasn’t easy sneaking in that dominatrix outfit while you were being held there.”

“Who's complaining? That thing makes you hella sexy~”

“Want me to put it on and make you wear that collar and leash when we’re done here?” she asked, kissing the top of Garble’s head and wrapping her legs around his waist.

“Heh, think you’ll be able to with the bloating I’m about to give you?”

“Only one way to find out~” Twilight purred, bucking against him. “Either way I’m putting that collar on you. You’re one adorable pet.”

“Yes ma’am” he grinned, pinning her down, going as hard and fast as he could without breaking the bed.

“Yes!” Twilight cried, throwing her head back. “I love it when you get so rough! Come on, pound into me! Claim me you big, strong dragon!” He let out a roar, throwing his head back, firing load after load into her. Twilight let out her own scream of ecstasy, holding onto the dragon as tight as she could while her inner walls milked him for all his seed. Twilight bucked against him slightly while her tongue lolled out of her mouth, her wings twitching behind her.

He chuckled, rubbing her swelling belly. “We’re gonna have a brood at this rate...”

“Good, I want to show ponies and dragons what happens when they come together,” she said giving him a quick peck. “Plus, we wouldn’t want our little Lavender to get lonely, would we?”

“Of course not.” he kissed her back, rumbling happily. He moved off her, snuggling her close, wrapping his wings around her protectively.

“Hoping for a boy this time?” Twilight asked, wrapping her own wings and arms around him. “Or do you want another little daddy’s girl?”

“I’m hoping for a boy this time,” he admitted, “Teah 'em how to hunt...”

“Mmm, I think that’d be nice,” she said, nuzzling against his chest. “I can picture you letting our son ride around on your shoulders as you teach him to be a proper dragon.”

“You’ve already ponied up Lavender,” he accused, poking at her stomach.

“I’d like to think I’ve let her get the best of both of us,” she countered. “I can’t help it if she loves learning magic as much as I do.”

“If you say so.” he chuckled, nuzzling into her chest, closing his eyes.

“Good night, my sexy dragon captain,” Twilight whispered to him, yawning and closing her own eyes.

“Good night my smexy pony princess...” The two settled into their embrace, content to drift away into dreams about the new addition to their family they would soon have.

A Mane Raising Adventure

“Dash, can’t we just... ya know, do it?” Gilda asked, giving her girlfriend a frown, “Why do we gotta wear these stupid costumes?” Gilda gazed at the latex suit on the bed, making a face. “I’m totally not wearing that.”

“Well for one thing, it’ll make that sexy ass of yours like… ten times sexier,” Rainbow offered, slapping the griffon’s ass before zipping up her own costume. She was dressed as the Power Pony Zapp, posing for her girlfriend with smouldering eyes and a cocky grin.

“Do you have any idea how uncomfortable latex is on feathers?” Gilda countered, taking Dash’s look in. She had to admit, the tight latex look was rather sexy…

“The guy at the store said that when I told them it was for a griffon. Yours is made so you’ll be as comfortable as possible,” Dash shot back, sliding up to her. “Come on, Gilda, let’s just try some roleplay with these costumes. It could be fun. And, if you don’t like it, we could always just do that thing you really like,” she offered, giving the griffon a quick kiss.

“Only for you Dash...” Gilda muttered as she grabbed the costume, pulling it on. “Well?” she asked, posing for her. Dash didn’t speak. Her wings extended with a *pomf* and she tackled the griffon to the bed, making out with her fiercely. Gilda wrapped her arms around the eager pegasus, giving her ass a squeeze.

“Mmm, I’ll never get tired of your talons digging into my ass,” Dash panted, squeezing one of Gilda’s breasts.

“Is that so?” Gilda smirked, squeezing harder. “That's it, moan for me~”

“Oh buck yeah~” Dash moaned, her wings flapping a bit before shaking her head. “O-okay, as awesome as that feels you have to get into character,” she pointed out, calming herself down a bit. “We can buck each other's brains out later.”

“Do we have to?” Gilda groaned again.

“Yes,” Dash said with a firm nod. “Come on, you might like it,” she offered, kissing the griffon for a brief moment. “Have I ever steered you wrong when it comes to ideas for sex?”

“No...” the griffon admitted, looking up at her.

“See, so trust me on this,” Dash said, smiling at her. “Now come on, start us off.”

“Why do I have to do it? It’s your idea.”

“Because I know you like taking the lead in new situations,” Dash said with a smile. “Like when we brought in the riding crop.”

“Yeah but that didn’t involve costumes and weird pretending.”

“Just relax, babe. You’ll do fine,” the pegasus assured. “I know you’ll enjoy it if you give it a chance.”

“Dash, seriously, I have no idea what to do,” The griffon protested, frowning up at her.

“Alright, I’ve got some notes you can look over,” Dash sighed, getting off Gilda and looking around the room. She bent over, digging through a drawer and wiggling her spandex clad rump for her girlfriend.

“Notes? Seriously? When the hell did notes ever become a part of just having sex?” Gilda asked, rubbing her head.

“You know me Gilda, I’m willing to go to some pretty great lengths in order to make our hot and heavy sessions even better,” Dash beamed, pulling out the notes she had written. “And in this case that includes being a bit of an egghead and looking over some comics and taking notes on characters and scenario ideas.” She climbed back onto the bed, giving Gilda the notes.

“I feel like that time Twilight tried to convince me to learn to read. Like words ever helped anyone.” Gilda rolled her eyes.

“Hey, I managed to convince you to learn,” the pegasus reminded her. “All it took was a few hours of my muzzle buried into your pussycat pussy.”

“You're definitely not boring...” Gilda raised her eyebrow, looking over the notes. “Dash, if you wanted me to play predator, I coulda done that without the weird getup.”

“The outfit’ll make it better,” Dash protested. “Come on Gilds, picture it. You pinning me down, laughing maniacally like a villain as you rake your talons over the costume, tearing it apart and slowly exposing me.”

“Ooh... that does sound fun...” Gilda grinned, looking her over.

“Yeah, and then you start whispering your evil plan to me. To break and turn me into your eager little minion. Ready and willing to follow your every order,” the pegasus pressed on, her wings stiff and twitching on her back.

“Now you’re talking my language...” Gilda purred, licking Dash’s neck.

“Then what are you waiting for?~” Dash husked, grabbing the back of the griffon’s head. “Get into character already.”

“What no set up?” Gilda asked, raising her eyebrow.

“Ugh, you only read the notes as far as the sex ideas, didn’t you?” Dash sighed, shaking her head. “Did you even look at the stuff about your character?”

“Nah you can just tell me that stuff. I was too busy thinking about breaking your sweet ass~”

“And later I’m gonna break yours~” Dash promised, swatting the griffon’s ass and clenching hard on the cheek. “Alright, so I’m Zapp, a brash hero who charges into fights without really thinking. And you’re Red Hawk, a predatory villain who runs smuggling operations and is rumored to be deeply involved with the black market. You’ve sprung a trap on me after I came in and tried to catch you by surprise.”

“Okay then.” Gilda gently pushed her off the bed, getting to her paws. She moved the pillows around, making it so that it looked like someone was sleeping on the bed. Dash stalked over, the pendant around her neck clutched in one hand as she pulled the covers away slowly, revealing that no one was in the bed. Gilda pounced on her, easily pinning her to the bed. “Lookie what I caught, a wannabe birdie trying to raid my nest.”

“Can it, Red Hawk,” Dash snapped, struggling against Gilda weakly. “The Power Ponies and I are dealing with a string of kidnappings that are connected to the black market. And you’re going to tell me about it. Now sing!”

“You ain’t in any position to order me around,” Gilda laughed, hooking a talon under her necklace, cutting it. “Can’t have you cooking me can I?” she asked, tossing the pendant away. Dash gulped, but stared up at the griffon defiantly.

“I don’t need my powers to deal with you,” she said, continuing to squirm and twist her body.

“Hush up,” Gilda ordered, gently moving her talons down Dash’s face, “Wouldn’t want me to mess up that pretty face of yours would ya?”

“Wh-what are you saying?” Dash stuttered, her eyes widened at the griffon as she blushed furiously.

“I ever tell you those costumes of yours are so sexy? Nice and tight in all the right places...” Gilda moved her hand down, running a talon over the groove between Dash’s legs.

“S-stop that!” Dash cried, her blush deepening as her legs kicked weakly. “Y-you can’t do this to me!”

“You're mine now Zapp.” Gilda firmly grabbed her head, looking into her eyes. “I’m gonna break that little brain of yours and when I’m done with you, you’ll be nothing but a little fuck toy, eager to do whatever your mistress desires.”

“Th-that won’t happen, Hawk!” Dash spat, glaring up at her. “When the other Power Ponies get a hold of you, you’ll be locked up for a long time.”

“They won’t save you~” Gilda taunted, nibbling on her ear, “I’m going to break you and there’s nothing you can do to stop me...” she whispered.

“I won’t break,” Dash spoke, biting back a moan from feeling the beak against her ear. “Do your worst Hawk, my friends will be there for me like always.”

“They don’t even know you're here!” she laughed. “But go ahead fight all you want, it’ll just mean more of your mind will break. But...” She cupped her chin. “If you give in I won't turn you into a total bimbo...” Dash just stayed silent, glaring at the griffon as if daring her to do her worst. Her entire body was tense, steeling herself for whatever Gilda had planned. “Bimbo it is~” Gilda laughed, nipping at her neck. Dash bit her lip to suppress a moan, her tail started flicking back and forth in response to the stimulation. Her glare faltered for a moment as she looked at the griffon. “Don’t tell me you're cracking already?” she frowned.

“Screw you, Hawk!” Dash snapped, her tail ceasing its movements.

“There we go~” Gilda cooed, sliding her hands down, giving her captive's ass a squeeze.

“Gah!” Dash cried, her eyes widening and her wings flaring. “St-stop that! I-I can feel those talons of yours digging into my ass!”

“That's the point,” Gilda laughed, “Though that costume of yours is starting to get in the way...” Gilda raked her claws across it, carefully cutting away at the suit.

“N-no, don’t do that!” Dash pleaded, looking up at the griffon in fear as her breasts spilled out of the cut down the middle, her nipples hardening under the cool air. “D-don’t take my costume off!”

“Why not?” Gilda asked, sliding a hand into the opening, grabbing a breast. “Don’t you want to get out of that tight thing?”

“I-I don’t want you to know my secret identity,” she replied, biting back another moan as one of Gilda’s talons brushed against her nipple.

“You're gonna tell me willingly anyway...” Gilda chuckled, rubbing her nipples with her thumbs.

“I-I’d challenge Fili-Second to a race before I’d ever tell you my real name,” Dash spat, panting and cursing under her breath as her wings stiffened from the rough ministrations.

“That’ll change, just you wait.” She grinned, pinching her nipples, giving them a twist.

“Ahh~!” Dash cried, openly moaning for the first time as she unthinkingly pushed more of her chest into the rough talons.

“That's a good girl~” Gilda praised. She leaned down, licking one, nipping at it.

“J-just you wait, Hawk. As soon as I find an opening I’m turning the tables on you,” Dash promised, her cheeks a dark red as her wings twitched from the stimulation.

“No you won’t~” Gilda taunted, latching onto a nipple, pinching and twisting the other one.

“Mmmph!” Dash bit her lip and let out a muffled moan as she threw her head back. She struggled under the larger female’s bulk, trying to put herself on top. Gilda kept her pinned, grinning up at her. She moved her tail up, slipping it down through the hole in Dash’s costume. “N-no, don’t touch me there!” Dash pleaded, continuing to try and roll the griffon over. “I-I haven’t even let my marefriend touch me there yet!” Gilda ignored her, letting the tuft of her tail brush against Dash’s lower lips. “Y-you bitch!” Dash panted, squirming under the griffon and praying she didn’t notice how wet she had gotten already.

“Is my little Zapp all wet?” Gilda chuckled, pulling away from her breast, “That means we’re making progress.”

“Sh-shut up, me being wet doesn’t mean anything,” Dash stuttered, her blush overtaking her face.

“Yes it does” Gilda smirked, tease her clit with her tail. “Soon you're going to be begging me to pop your cherry...”

“The o-only… ooh,” she paused for a moment, shivering from the contact of Gilda’s tail. “O-only thing I’m gonna want from you is info on those kidnappings.”

“Oh really? Then I guess I could stop then...” Gilda released her breast, starting to pull her tail out, going as slow as possible. Dash bit her lip, considering her next words carefully.

“Oh buck it,” she said, pulling the griffon into a deep kiss, brushing her tail against Gilda’s leg. “Keep going, it feels so good~”

“What was that?” Gilda asked, pulling away, “I couldn’t quite hear you?”

“Keep going Hawk!” Dash cried, repeatedly kissing and nipping the griffon’s neck in an attempt to further entice her. “You’re making me feel so sexy right now!”

“You will address me as mistress!” Gilda snapped, giving Dash’s ass a firm slap.

“Of course, mistress!” Dash moaned, arching her back and wiggling her ass for the griffon. “I’ll call you whatever you want as long as you keep making me feel so good~!”

“That's a good Zapp,” Gilda praised. She grabbed the ponies ass again, raking her claws against her, freeing it from its latex prison.

“Oh yeah, dig your talons into my naughty ass, mistress,” Dash moaned, pressing herself into Gilda. “Treat me like the bitch I am. I deserve it for always foiling mistress’s plans with those whore friends of mine.”

“And what a naughty pony you’ve been,” Gilda replied, spanking her hard, “You cost me a lot of bits you little slut.”

“Mmm!” Dash groaned, her toned ass jiggling only slightly under the impact. “I’m so sorry mistress. I don’t know why I’ve been such a bad mare. Is there anything I can do to make it up to you?” she asked, looking into Gilda’s eyes as she looped her arms around her neck.

“Please me slut,” Gilda ordered, giving her ass a squeeze.

“Anything for my mistress~” Dash husked, pulling the zipper down on Gilda’s costume and slowly revealing the griffin’s body for her to admire. “Mmm, my mistress is such a sexy griffon,” she praised, settling herself between Gilda’s legs. “I can’t wait to please you.”

“Then do so...” Gilda smiled, licking her beak. Dash didn’t need to be told twice, dragging her tongue slowly up Gilda’s wet outer lips and ending her torturous journey by flicking her clit with the tip of her tongue. “Oh you little tease....” Gilda moaned, leaning back on the bed.` Dash smiled, holding onto Gilda’s ass as she traced her tongue along her folds, closing her eyes as she happily drank the griffon’s leaking fluids.

“Mmm, my mistress tastes delicious. I could just drink nothing but you forever and be satisfied~” Dash moaned, swirling her tongue around Gilda’s clit.

“I bet you would slave...” Gilda moaned, grabbing Dash’s hair, tugging on it.

“Ahhn!” Dash cried, taking Gilda’s clit in her mouth and sucking hard on the bundle of nerves. She started kneading the griffon’s ass, looking up at her with sparkling eyes.

“That's it...” Gilda smiled, “You keep that up and I may let you keep your costume.”

“Mhmm,” Dash moaned against Gilda’s slit, removing one of her hands from her ass and pushing a finger past her folds. She slowly started thrusting the finger in and out while she sucked, nibbled, and licked the clit in her mouth.

“Yes!” Gilda moaned, her wings flaring out with a *pomf*. She smiled down at Dash, wrapping her legs around her waist. Dash took that as her sign to pick up the pace, slipping another finger into Gilda’s velvet embrace and pumping her hand in and out with audible *schlicks*. She battered her tongue against the clit in her mouth, trying to overload her mistress’s senses with pleasure. “S-so good...” Gilda moaned, her tongue lolling out of her beak. Dash pulled out all the stops, burying a third finger deep into the griffon and tugging hard on her sensitive clit. Gilda didn’t last much longer, letting out a cry, femcum spilling onto Dash’s hand. Dash pulled herself away when Gilda’s orgasm ended, sliding up her body to give her a good view of her cleaning away all her cum from her hand with nothing but her tongue.

“Such a good little whore...” Gilda smiled, petting her head.

“Does mistress want to reward her whore?” Dash asked, reaching under the bed and pulling out a strapon made to look like a griffon’s penis.

“I dunno, have you been a good girl?” Gilda asked, raising her eyebrow.

“Oh yes, mistress.” Dash nodded enthusiastically hugging Gilda tightly. “And I promise to keep being a good girl for you. I’ll do anything you want, anytime you want.”

“Then prove your loyalty, tell me you're real name,” Gilda ordered her. Dash paused, biting her lip.

“I-I’m… Rainbow Dash,” she muttered, looking away.

“See?” Gilda cooed, stroking her cheek. “Was that so hard Dashie?”

“N-no mistress, it wasn’t,” Dash admitted, kissing Gilda. “It actually felt good to tell someone.”

“Now, tell me you're friends’ names.” Dash nodded, whispering all of the names into Gilda’s ear.

“J-just please don’t hurt them,” Dash pleaded. “M-maybe you could make them like me?” she offered, pressing her breasts against Gilda’s, rubbing their nipples together.

“Hmm... I could... I know of a few ponies who would pay top dollar for them...”

“C-could you maybe… keep Mistress Marevoulous… or maybe Humdrum with us?” Dash asked. “I’ve always wanted to try some things like this with them.”

“Humdrum? Ha! I’m not into guys slut.” Gilda clicked her beak, giving Dash a spank.

“I-I’m sorry mistress,” Dash said with a shaky moan. “You can do whatever you like. I was silly to even suggest it.”

“But, for you, I’ll keep them all...” Gilda cooed, stroking her cheek, “But every time you're a bad girl, one of them gets sold off, understand?”

“You don’t have to worry about that, mistress!” Dash beamed, hugging her tightly. “I’ll always be a good girl. Doesn’t the fact that I told you all the names of the Power Ponies prove that already?”

“I’m just making sure... now...” Gilda looked into her eyes. “Who should we start with first?”

“Saddle Ranger,” Dash answered quickly. “You know what they say about the quiet ones~” she added with a wiggle of her eyebrows. Gilda couldn’t take it anymore, bursting into laughter, nearly rolling off the bed. “So, did you like the roleplay?” Dash asked, forcing her wings to fold onto her back.

“Yeah... was I good?” She asked, pulling Dash down on top of her.

“You felt how wet I got, you tell me,” Dash laughed, nuzzling the griffon’s cheek. “We’re totally doing this more often. But next time, you’ll be calling me mistress~” she whispered in her girlfriend’s ear. “I’m gonna dress up like the Mane-iac and tie you up.”

“Mane-iac?” Gilda blinked, looking at her.

“She’s the main villain of the Power Ponies,” Dash explained, reaching over to the nearby dresser and opening the comic that was there. “See, this is her.” She tapped a finger onto a picture of the villain.

“Whats with her hair?” Gilda asked, leaning in for a closer look.

“Oh, she fell into some vat of chemicals that ended up giving her crazy hair powers,” Dash explained with a wave of her hand. “But check out the costume,” she urged. “How do ya think I’d look with a neckline like that?” She asked, running a finger along the Mane-iac’s shown off cleavage.

“I dunno, yours are pretty small,” Gilda teased.

“Then maybe you should find a mare with a bigger pair for you to sink your beak into” Dash huffed.

“Relax, your tits are great, nice and big.” Gilda leaned down, nuzzling Dash’s chest.

“Ya know I’m still gonna make you pay for that comment when I dress as Mane-iac, don’t you?” Dash asked with a smirk, stroking Gilda’s head and tossing the comic onto the floor.

“Did someone say... Mane-iac?” a strangely familiar voice asked, the comic glowing a bit.

“Oh… buck me,” Dash commented, coming to a realization.

“Dash?” Gilda asked, frowning.

“Yeah, remember how I told you about that time the girls and I got sucked into a comic?” Dash asked with a nervous chuckle. “I think I might’ve accidentally grabbed the comic that Twilight enchanted to do my note taking.”

“Aw, did I interrupt sexy time?” Mane-iac grinned, pulling herself out of the comic, looking them over.

“Gilda, you go and get Twilight, I’ll distract her,” Dash whispered into the griffon’s ear, keeping her eyes trained on the insane mare.

“No you don’t!” Mane-iac sent her tendrils out, wrapping them both up.

“Okay, so she has better hearing than I thought she would,” Dash groaned, struggling against the hair tendril that was wrapped around her torso.

“Damn you're hot...” Mane-iac smiled, pulling Dash close. She gave Gilda an evil grin, starting to furiously make out with the trapped pegasus.

“Mmmph!” Dash yelped in surprise, her eyes widening as Mane-iac’s tongue played with her own. She hated to admit it, but Mane-iac was a crazy good kisser. Her lust-addled mind caused her to start returning the kiss.

“Hey! Get your lips away from my girl!” Gilda screeched, struggling to get free.

“I don’t know,” Mane-iac said with a smirk, a string of saliva connecting the two mares as she pulled away. “Your girl seemed to be getting pretty into the kiss.”

“I’ll kill you ya freak!” Gilda seeth, struggling against her binds.

“Oooh, I do so love a feisty captive,” Mane-iac cooed. “Come here you, I want to see what a beak feels like.” The Mane-iac pulled her over, starting to make out with Gilda as well. Gilda blushed, squirming, her face bright red. The villain pulled away, giving Gilda a little peck on the cheek as she looked between the two. “Mmm, I think the three of us are going to get along great. It’s been too long since I’ve done anything like this.”

“Y-you can’t be serious.” Dash looked at her, eyes wide. Mane-iac just smirked, unzipping her costume with a tendril. She tossed the suit away to a corner of the room with a flick of the tendril.

“Does, that answer your question?” The villain asked, shaking her large chest for the two.

“Holy Faust your tits are huge...” Dash muttered taking in Mane-iac’s naked form.

“Would you like to play with them?” Mane-iac asked, loosening her grip on Dash slightly and stroking her mane fondly. “I might be evil, but even I prefer consensual sex.” She then turned her head to Gilda and gave her a wink. “That offer’s good for you too by the way.”

“Y-yeah...” Dash nodded, looking at Gilda.

“Perfect,” Mane-iac said with a smile, setting Dash down in front of her, allowing her to have her arms free. “What about you? Do you wanna join us?” she asked, looking at the griffin hopefully.

“This is gonna happen whether I say no or not isn’t it? Gilda asked, a frown forming on her beak.

“If you mean this sexy mare and I going at it like animals and me showing off what my hair can really do, then yes,” Mane-iac stated with a nod. “But it’ll be even better if you enjoy yourself.”

“Fine...” Gilda grumbled, looking at her.

“Fantastic!” Mane-iac cheered with a manic grin as she put the two girls in front of her breasts. “Go ahead you two, do whatever you like to my funbags.”

Gilda reached out, grabbing a nipple, giving it a twist.

“Ooh, going rough right out the gate~” Mane-iac moaned. “You and I are going to become good friends, I can tell. Here, let me return the favor,” she said, grabbing the griffon’s nipple and giving it a tug.

“Gah!” Gilda moaned, rather caught off guard.

“That’s it, sing for me little birdie~” Mane-iac encouraged, continuing to tug and pinch Gilda’s nipple. “You’re making such sweet music.”

“I-I ain’t singing...” Gilda moaned, feeling her nipples harden.

“You already are,” Mane-iac teased, kissing Gilda on the cheek. “And I’m loving every note of your performance.” She then turned to Dash, looking at her expectantly. “Well? Are you just going to stand there? I’ve got two tits you know.”

Dash glared back at it, leaning forward, giving the other nipple a lick.

“Mmm, gentle on one and rough on the other~” Mane-iac moaned, giggling a bit. “I could get used to treatment like this.” She then smiled at Dash fondly. “You deserve a little something too.” One of her hair tendrils snaked between Dash’s legs, sliding it against her lower lips.

“H-hey!” Dash blushed, trying to close her legs.

“What, you don’t like?” Mane-iac asked, flicking Dash’s clit before ceasing her hair’s movement. “I could try something else.”

“N-no.. you just... caught me off guard is all...” Mane-iac took that as her signal to continue, slowly sliding the tendril along Dash’s folds. Dash moaned again, her juices dripping onto it.

“That’s it, relax and enjoy what my mane can do. Want more?” Mane-iac asked, flicking Dash’s clit.

“Y-yes...” she nodded, shuddering at her touch.

“Such an eager little mare, I like that,” Mane-iac cooed, gently pushing into Dash and thrusting the tendril in and out of her. She then turned to Gilda with smouldering eyes. “What about you, little birdie? Want me to give you the same treatment your girl is getting?”

“Y-yeah...” Gilda noded, gulping as she listened to Dash’s moans. Mane-iac smiled, roughly penetrating the griffon with another tendril as she pinched Gilda’s nipple, Gilda moaned, closing her eyes, tongue lolling out of her beak.

“Mmm, you two certainly looking like you’re having fun,” Mane-iac mused. “But look at me, I’m not getting any attention downstairs,” she pouted, slowing her tendrils’ thrusting. “If only I had an eager slut giving my pussy some love and attention. Then I could really go to town on you girls.”

“O-oh yeah?” Gilda panted, looking at her. “Got anyone in mind?”

“Well, I did recently meet a sexy griffon and pegasus,” Mane-iac tittered. “I think one of them would be perfect.”

“You gotta let one of us go first.”

“Hmm, alright,” Mane-iac relented, unwrapping Gilda. “There you go, free to move as you like.”

Gilda stretched her limbs, looking around. This was the perfect opportunity for her to run and get help… She let out another shudder, Mane-iac still buried deep inside her. She looked back at the villain, and stared at her dripping crotch. She glanced at the door again before getting on her knees and burying her beak in the insane mare.

“That's a good birdie~” Mane-iac moaned, petting Gilda’s head. Gilda shuddered as Mane-iac sped up her thrusting. She drilled her tongue in and out of the purple mare, locking eyes with her. “Oh yes...” she moaned, arching her back. Gilda dragged her tongue up, lapping at the Mane-iac’s clit before nibbling on it with her beak.

“W-what are you gonna do with us?” Dash asked, panting heavily, still able to think straight.

“Keep fucking you until your minds are as scrambled as mine,” Mane-iac answered between moans, rolling her hips against Gilda’s face. “I haven’t felt this good in years~”

“N-no please,” Dash whimpered, renewing her struggles again.

“Come on, it’ll be fun~” Mane-iac encouraged, gripping Gilda’s head gently and directing the griffon to all her most sensitive spots. “The three of us drinking each other’s cum while my mane puts you two in the lewdest positions.

“I-I’m supposed to be a wonderbolt!” Dash pleaded, squirming pathetically.

“Are you honestly saying you’d rather fly with those stuffy, pseudo-military dorks than to just bury your muzzle in little birdy and me all day?” Mane-iac questioned, raising a skeptical eyebrow.

“Yes! This was just supposed to be a fun night together...” Dash whimpered, looking down.

“Mmm, and we are having fun~” Mane-iac cooed, pulling Dash up so that there muzzles were only centimeters apart. “Admit it, you love having my mane inside you. You can’t get enough of it~”

“Just let us go!” Dash shouted, glaring at her.

“I can’t do that, you haven’t cum yet,” Mane-iac pouted. “And there’s nothing more evil than to bring somepony so close to the edge without giving them a proper release.” The villain pressed her lips against Dash, silencing any further protests while her tendrils thrashed inside the two’s depths. Dash moaned into her mouth, her struggles slowing. “See? All I want is for all of us to feel good~” the villain assured, pressing her’s and Dash’s foreheads together.

Dash just panted, looking into her eyes.

“Are you close?” Mane-iac asked, panting just as hard as the other mare while her thrusting tendrils increased their speed further.

“Yes!” Dash cried, nodding her head.

“Mmm, me too,” Mane-iac told her with a blissful look. She looked down at Gilda, using a tendril to spank the griffon’s ass. “You better be thirsty, little birdy. I wanna see you drink it all down.” Gilda nodded, looking up at her. Mane-iac gave a few more thrusts of her tendril just as Gilda nipped on her clit particularly hard. She threw her head back, crying in utter bliss as she buried her tendrils as deep as they could possibly go. The two captives climaxed at the same time, covering her tendrils with their juices. Mane-iac came down from her orgasm, catching her breath and smiling fondly at the couple. “You two were wonderful~” she panted. Gilda purred, making sure to lick her clean. “Oh you are just a treat~” the villain smiled, petting the griffon with obvious affection. “Too bad you’re taken.”

“Can you let me go now?” Dash asked, looking at her.

“Fine, I’ve had my fun,” Mane-iac relented with a sigh, releasing the mare.

“Thanks...” she moved over, pulling Gilda away from her.

“Alright, I can take a hint,” Mane-iac huffed. “I know when I’m not wanted.” She picked up her discarded costume and started walking over to the comic she had come out of. She tried to step back through… only for nothing to happen.

“Why didn’t you go back?” Dash asked, frowning a little.

“How the Tartarus should I know?” Mane-iac asked, still trying to get back to the comic world.

“I don’t think you can...” Dash moved over, picking up the comic.

“So what am I supposed to do now?” The villain asked, blinking a bit. “I have so much that I need to accomplish in Maretropilis. As it stands...I’m just a failure.”

“Hey.” Dash put her hand on her back. “You're real now.” she poked her. “You can have an actual life now.”

“Yeah, and I can get myself locked in real jail now too,” Mane-iac dismissed, her mane wiggling around unbidden. “You two said it best, I’m a freak. Nopony will give me an honest job like this.” She wiggled a tendril in each of their faces for emphasis.

“I’m pretty sure if Discord can get a job, I’m pretty sure you can,” Dash assured her.

“Sorry about the freak comment...”Gilda spoke up, starting to regain her senses.

“Don’t worry about it, I’m used to it,” Mane-iac grumbled, pulling on her costume. She strode over to the door her hair avoiding knocking anything over. “Guess I’ll just go. Gotta try to find some way to feed my now real body.” She opened the door, slowly marching out.

“You’re staying right here.” Dash grabbed one of her tendrils, tugging at it.

“Gack!” Mane-iac let out a surprised yelp, falling onto her ass from the pull. “Okay, not depressed anymore, but I am getting annoyed,”she grumbled, shooting a look at the pegasus. She blinked a moment later, Dash’s words sinking in. “Wait… what did you just say?”

“You heard me. What kind of pony would I be if I kicked one of my marefriends out on the street?”

“Huh?” Mane-iac asked, getting back onto her hooves. “Wh-what are you talking about?” she growled, though there was a blush poking through her dark coat.

“You're with us now.” Gilda smirked, winking at her.

“Guess that’s a better option than sleeping on the streets,” Mane-iac answered, rubbing the back of her head with a nervous chuckle.

Hey look, I’m sorry if I hurt your feelings,” Dasd said, looking up at her, “I was just afraid you'd reduce us to sex slaves or something...”

“Afraid or hoping?” Mane-iac teased, sitting down on the bed. “You weren’t exactly struggling all that much.”

“I fantasize about it, I don’t want it to actually happen...” Dash blushed, looking away.

“Hmm, well that should make our time together more interesting,” Mane-iac mused with a giggle, shimmying out of her costume again. She then sent her tendrils around the room, dropping hair ties into her hand. She started pulling her mane back, making an awkward looking ponytail.

“You don’t have to do that,” Dash said, sitting next to her.

“I kinda do,” the villain countered. “The mane has a mind of its own and wanders when I sleep. That sorta thing isn’t conducive to snuggling and sharing a bed with others.”

“Ah.” Dash nodded, nuzzling her.

“Exactly, I can’t let my mane molest you two in my sleep,” the villain offered, returning the affectionate act. “...I wanna be awake when they do that,” she added giving the pegasus a squeeze.

“As long as you promise not to do any villain stuff, everything will be fine.” Dash leaned up, kissing her. Mane-iac returned the kiss, pulling away with a cheeky grin.

“Aww, not even a little villainous behavior? I could get us a little micronation to rule over given the right equipment.”

“No,” Dash said firmly, poking her stomach.

“You’re such a spoilsport,” the villain pouted. “Is there something, anything approaching villainy that you’d let me do?”

“Pull pranks on ponies.”

“Fine, I’ll give that a try,” Mane-iac huffed, her pout deepening. Dash smiled, nuzzling her.

“It’ll be great, You’ll see.”

“I’m only doing this because I owe you for the place to stay,” Mane-iac grumbled. “...and because you’re super hot.”

“You’re our girl now.” Gilda sat down on her other side, purring softly.

“Hmm, two lovers, a nice place, and I get to be a real mare from now on,” The Mane-iac thought aloud. “I guess that might just be a good enough reason to give up villainy… But I could still steal us an island or something. A vacation home for the summer would be nice~” she offered with a laugh.

“Bad Mane-iac.” Dash reached up, flicking her nose.

“I was kidding!” The former villain replied. “But a summer home where we could just wear bikinis all day does sound promising,” she admitted, her mind drifting off with a smile on her face.

“Hay yeah it does!” Dash agreed, wrapping her arms around her.

“Guess I’ve got something to save my bits for once I get a job.”

“Hey, I just got into the wonderbolts, we’ll make money in no time~”

“Good because I want Sex on the Beach with my sex on the beach,” the Mane-iac joked, pulling the two down onto the bed to cuddle them.

“So... do we keep calling you Mane-iac or you're real name?” Gilda asked, getting comfy.

“I guess my real name,” The former villain shrugged. “Mane-iac is kinda off putting and evil sounding. And since you two don’t want me doing anything villainous anymore, I don’t need the villain name.”

“So... what is your real name?”

“Tresemme, a pleasure to meet you,” she answered, pulling the covers over them.

“I’m Gilda and the feather head is Rainbow Dash...”

“Coming from a real featherhead,” Dash shot back, letting out a yawn.

“You keep talking you wanna be bird see what happens...” Gilda warned, yawning as well.

“Girls, girls, make love, not war,” Tresemme offered with a giggle her eyes fluttering closed as she held onto the two.

“We’ll settle this tomorrow...” Gilda yawned, closing her eyes, letting herself drift off.

“Uh huh, sure we will…” Dash smirked, drifting off with her.

“Good night ladies.” Tres smiled, snuggling with them, joining them in their trip to the dream world.

Reprise of Desire

Three hoodie clad figures stood in the shadows. They were watching someone, or somepony as they had learned.

“When are we gonna do something other than watch her?” One figure huffed.

“Always so impatient,” another chided, “But...” She paused, licking her lips. “I think we’re ready."

“Yes!” the third cheered. “It’s been like… forever since we’ve had fun like this."

“Then what are we waiting for?” the second asked, crossing the street. The others followed after her eagerly. The street lights had just flickered to life, illuminating small swathes of the sidewalk and street. They continued to follow after their target, waiting for a perfect opportunity. Then, she dipped into an alley, taking her usual shortcut home that they had spent so much time learning about.
“Where do you think you’re going~?” the first asked, grabbing her from behind.

“Gah!” the young woman cried, her red and yellow hair whipping around her face as she struggled. “Wh-who are you?!”

“We’re rather big fans of yours,” the second laughed, pulling her hood back, allowing her massive amount of hair free.

“Adagio,” the young woman said, her eyes widening in recognition. “What do you want from me? What's left of your pendants?”

“We know you have them on you,” Adagio admitted, rifling through the woman's pockets.

“So you’ve been spying on me,” the woman stated, frowning as Adagio pulled the pendants out of her inner jacket pocket. “How long?”

“Since the battle of the bands,” Aria chuckled, sliding her hands under the woman’s shirt.

“H-hey!” the woman cried, a dark blush on her cheeks as Aria gave her bra covered breasts a gentle squeeze. “What the hell do you think you’re doing?!”

“Having fun~”

“You see my dear Sunset,” Adagio spoke. “We could fix our amulets in the same way. But... reforging them in lust... sounds oh so fun...”

“I really should’ve listened to Applejack when she said keeping these things on me was a bad idea,” Sunset grumbled. “Look, you don’t have to do this,” she pleaded, squirming.

“And why not?” Adagio asked, cupping Sunset’s chin.

“Because, my friends and I will help you. I can even take you back home if you promise not to do what you did at the battle of the bands.”

“I don’t think she knows just what exactly she and her friends did to us,” Adagio scoffed, looking at the other sirens.

“Think we should tell her?” Aria asked, a deep frown on her face as her grip on Sunset tightened.

“You stole our voices,” Adagio hissed, letting her nails dig into Sunset’s skin, “Do you understand what a siren's voice means to them? Its how we express ourselves, in a way you don’t even understand. You made us mute.”

“I didn’t try to take your voice from you,” Sunset offered, a sympathetic look in her eyes. “My friends and I were just trying to free the people under your control. We didn’t know that your amulets would break.”

“Then you won't have any problem helping us fix them would you?” Adagio asked, pulling her into a kiss. Sunset’s eyes widened in surprise, unable to return the kiss for a few moments. A part of her noted that compliance was her best option in this situation. She opened her mouth, allowing her and Adagio’s tongues to entwine.

“I’ll help on one condition.” Sunset panted. “No mind controlling anyone.”

“Luckily for you, the reforged amulets won’t have the power to do that,” Adagio informed, looking into her eyes, “Have I ever told you how sexy you are?”

“Can’t say that you have,” Sunset replied, feeling a bit relieved. “Then again, other than when I showed you around the school and when you tried to make my faith in my friends waver, we haven't exactly talked much.”

“Nothing personal, we just had to cover our bases,”Aria chuckled, giving Sunset’s nipples a twist. Sunset bit her lip, suppressing a moan.

“How about we take this reforging process somewhere more comfortable than an alley?” Sunset suggested. “I’d rather my clothes weren't tossed into a puddle of what I’m hoping is rainwater.”

“Are you offering us your home?”

` “You’ve been spying on me, so you already know where I live, right?” Sunset asked, looking between the three. They nodded. “Then unless you wanna take me back to yours, my place it is,” she concluded.

“Lead the way.” Adagio gestured.

“I would, but a certain someone seems to be superglued to my chest,” Sunset said, turning her head back to Aria.

“Heh.. sorry...” Aria pulled away. Sunset gave her a smile and nod, leading them out of the alley. It took a few minutes until they were on the top floor of an apartment building. Sunset unlocked a door at the end of the hallway, letting the three inside.

“Nice place.” Adagio offered, looking around.

“Thanks, I’ve only got a few things here though. Just what I brought from Equestria and what I got here,” she said, hanging her jacket up.

“Do you miss it?” Sonata asked, pulling her hoodie off.

“I do,” Sunset admitted, sitting on her couch. “I’ve been thinking about going through the portal. If only to visit and apologize to Celestia.”

“You learn to live without,” Adagio chuckled, tossing her hoodie to the floor. “Now... are you ready?”

“As ready as I’ll ever be,” Sunset said with a nod. “Just so you know though, this is my first time with another girl, so don’t expect much.”

“You sure?” Aria asked, “We’ve seen you staring at your friends. You even drooled when they were in bathing suits.”

“Oh, I’m definitely attracted to both sexes,” Sunset replied. “I’ve just never done anything with a girl or mare before. I uh… always kinda wanted to be a mom someday,” she admitted with a nervous chuckle.

“It’ll be fine Sunny,” Adagio assured her, straddling her, “Just relax...”

“Alright.” Sunset took a calming breath, putting her hands on Adagio’s sides. “By the way, you’re pretty sexy yourself,” she complimented.

“Adagio has a crush on you~” Sonata chirped, giggling.

“Says the one who wouldn't stop gushing about her legs and ass!” Adagio shot back, a blush coloring her cheeks.

“At least I admitted it!”

“Can we just cut the crap and do this already?” Aria cut in. “Seriously, we’re finally back at her place and you two are arguing about crushes.”

“You’re right.” Adagio nodded, pulling Sunset’s shirt off. “Don’t need this~” she smirked, quickly getting her bra off.

“I could say the same to you,” Sunset shot back, pulling Adagio’s shirt off. She then undid her purple bra, the siren’s breasts bouncing as they were freed.

“That's much better~” Adagio cooed, shaking her chest gently.

“The view certainly got better,” Sunset comment, reaching up and squeezing Adagio’s breasts gently.

“Oh yeah...” Adagio moaned, pushing her breasts into Sunset’s hands. Sunset took one of her hands off the siren’s chest, pulling her down into a kiss while her other hand tweaked Adagio’s nipple.

“Don’t hog her all.” Aria pouted, watching them make out.

“Come on over then, Aria,” Sunset said. “I’m sure I could squeeze you in over here.”

“That's better.” Aria smirked, walking over to them.

“Want another go at my chest?” Sunset asked, still groping Adagio. “You seemed reluctant to let go before.”

“Damn right.” Aria reached down, squeezing Sunset’s breasts.

“Lets not forget about these...” Adagio reached out, offering Aria her amulet.

“Thanks,” Aria said, taking the amulet before latching onto Sunset’s nipple, sucking on it. Sunset moaned openly, sinking into the couch slightly.

“That's it...” Adagio encouraged, “Let the lust flow...” She smiled at Sonata, offering her amulet. Sonata took it, watching Aria with an ecstatic expression.

“Wow, haven’t seen Ari like that in forever,” the blue siren commented.

“That's what we’re counting on,” Adagio explained, smirking as the broken jewels started to glow.

“Guess she's really into it if these things are already glowing, right?” Sonata asked, tapping on her glowing amulet.

“Let’s get her nice and eager...” Adagio hummed, sliding her hands up Sunset’s legs. She grabbed the waistband of her panties, pulling them down.

“Does this mean I can finally do something other than watch?” Sonata asked, eyeing Sunset’s wet netherlips hungrily.

“Go right ahead.”

“Yay!” the blue siren cheered, kneeling down in front of Sunset. She placed her hands on her ass, making sure to give it a reverent squeeze as she pulled her close. She then dragged her tongue up her slit from base to clit, flicking the nub with the tip of her tongue. Sunset let out a loud gasp, arching her back. “Mmm, you definitely eat all your fruits and veggies,” Sonata noted. “You taste super sweet.”

“I want a taste too,” Aria pulled away from Sunset’s nipple.

“Girls, focus on the amulets,” Adagio chided, twisting Sunset’s nipple. Sunset let out another moan, a pleasure-drunk smile on her face.

“They are focusing on the amulets,” Sunset chimed in. “The hornier you three make me, the faster your amulets are repaired. Everyone might as well enjoy themselves while we're at it,” she reasoned, tugging on Adagio’s nipples.

“Ooh....” Adagio moaned, biting her lip.

“Man, you make some pretty sexy noises,” Sunset said, toying with Adagio’s nipples with a hungry look in her eyes. “I’m kinda hoping this won’t be a one time thing once your necklaces are fixed.”

“What like... a relationship?” Aria blinked, looking at her.

“If you three want,” Sunset told them. “Or we could just be friends with benefits if you're more comfortable with that.”

“I mean... we’re kinda used to just taking stuff...” Sonata blinked, looking at the others.

“It doesn’t have to be like that,” Sunset stated. “Anyone can change. I mean, I did,” she offered, looking between the three of them.

“And you’d just... trust us that we wouldn’t take out meals from someone else?” Adagio questioned, raising her eyebrow.

“You catch more flies with honey than vinegar,” Sunset replied with a shrug. “I’m offering you a chance, what you three do with it is up to you. If my friends and I catch you up to your old tricks again, we'll put a stop to it. But, I’m really hoping it doesn't come to that.”

“I...” Adagio frowned, looking at the others. “I think we can do that.” Sunset smiled and gave Adagio a quick peck on the lips.

“Glad to hear it. Now, let's work on getting your voices back, shall we?” Sunset asked, snaking a hand into Adagio’s panties and sliding a finger along her slit. Adagio gasped, moving against her hand.

“Eager huh?” Aria chuckled, grabbing Sunset’s nipple between her teeth, rolling it around.

“Mmm,” Sunset groaned, gasping as Sonata resumed her task between her legs. “I’ve got three sexy girls in front of me who want to have sex with me, who wouldn’t be eager in this situation?”

“It’ll get even better when we get our voices back,” Adagio assured her.

“I can’t wait,” Sunset replied, pulling Adagio into another deep kiss and groping her buxom chest. They moaned into each other’s mouths, Adagio shuddering as Sunset teased her breasts and slit.

”Look at 'em go,” Aria commented, nipping at Sunset’s nipple.

“Yeah, I can’t wait for my turn to make out with her,” Sonata said, slowly fingering Sunset. “This whole relationship thingy is gonna be a lot of fun. I don’t think we’re gonna be sleeping tonight.”

“I’m cool with that.”

“Me too,” Sonata agreed, taking Sunset’s clit into her mouth and batting her tongue against it while she picked up the speed of her fingering. Sunset moaned louder, biting her lip hard enough to draw blood.

“There’s no need for that,” Adagio cooed, wiping the blood off of Sunset’s lip. “You can be as loud as you want with us. In fact, we encourage it.”

“Come on, sing for us,” Aria chuckled.

“Hold on, I think I know how to get her to hit a high note,” Sonata giggled, nibbling on Sunset’s clit and pumping two of her fingers into her folds in a blue blur of motion. Sunset threw her head back, letting out a long, drawn out moan. The three amulets were glowing even brighter, encouraging Sonata to continue her ministrations.

“That’s it, keep letting out all that lust,” Adagio encouraged in her ear. “Soon we’ll have our voices back. And then, what you’re experiencing right now won’t even begin to compare to what we’ll do.”

“I’m gonna make your tits even bigger,” Aria informed her. Sunset’s only response was a low moan, her tongue lolling out of her mouth as she bucked her hips against Sonata’s fingers.

“I’m still debating what I’ll do, but rest assured, it will make us all moan like that,” Adagio said, licking her lips. The three watched as their amulets glowed brighter, starting to fix themselves.

“Finally, we’re gonna get our voices back!” Aria said, a large and genuine smile lighting up her face. “I felt incomplete without mine.” They were half their original size, now a deep green color.

“So this is the form they have decided to take,” Adagio noted. “Guess we’ll need to buy things that go with green. Oh well,” she shrugged, “girls, let’s try a simple harmony.” She hummed a bit, letting the other two know what note to it. Then, the three sang a solitary note, their voices blending perfectly once again.

“Yes!” Sonata beamed, a look of bliss on her face.

“I think you girls sound even better than before,” Sunset commented, smiling at the looks on their faces. Seeing the three like that eased her worries slightly. “Glad I could be of help to you.”

“You will be.” Aria grinned, singing her own song. Sunset moaned, feeling her breasts start to tingle. Then, they started to swell, only stopping when she went up two cup sizes, reaching a DD cup.

“Well, aside from some bra and swimsuit shopping I’m gonna have to do, these are rather nice,” Sunset said, cupping her breasts and squeezing them for the three.

“Now that's what I call a pair of tits” Aria grinned, kissing her neck. Sunset giggled, petting the back of Aria’s head.

“If we do manage to get some sleep tonight, I think I’ll let you use my chest as a pillow,” Sunset told her, smiling down at Aria.

“That's even better.”

“Well, I’ve gotta treat my new girlfriends the best that I can,” Sunset said, kissing the top of her head. “So, anyone else wanna make a change to my body?” she asked with a chuckle, looking between Sonata and Adagio.

“Eager are we?” Adagio asked, chuckling softly.

“Well, you did hype up how good things would feel after you got your voices back,” Sunset reminded her. “Hard not to be eager with the sales pitch you made.”

“Oh yeah that,” Adagio laughed, pulling her into another kiss. Sunset eagerly returned the kiss, running a hand through her massive head of hair.

“Can’t get enough of that, can you~?” Sunset teased as she pulled away slightly. “You’ve been hogging my lips to yourself, Dagi.”

“Can you blame me?” Adagio asked, smirking. “You’re a good kisser.” Adagio moved out of the way, letting Aria take her place.[

“Well there's still three of you and only one of me. So you’ll have to learn how to share,” Sunset playfully scolded, letting Aria adjust on her lap until she was comfortable.

“We certainly aren’t gonna share you with anyone else,” Aria informed, looking into her eyes

“I think I can live with that,” Sunset replied, gently stroking Aria’s cheek. “Just try not to be paranoid or possessive with me, okay?” she asked, giving Aria a quick peck on the lips.

“I ain’t promisin’ nothin’.”

“Copping an attitude huh?” Sunset asked with a smirk. “I think we’re gonna have to deal with that.” She leaned in biting down on Aria’s neck while wrapping her arms around her. Aria let out a low moan, shivering slightly. Sunset noticed the reaction she was getting out of the purple siren, pulling away with a smirk to reveal a red mark on Aria’s neck. “Oh, looks like you like it a little rough,” she noted, slipping a hand up Aria’s shirt.

“Think you can handle me?” Aria retorted, smirking down at her.

“I was able to keep an entire school of hormonal teenagers in line,” Sunset said, returning the siren’s smirk. “I can handle you.”

“Oh yeah?” Aria challenged, “Prove it.” Sunset didn't say anything, only smirking as she put her hands into Aria’s armpits and pushed her back onto the cushions. She climbed on top of the siren, pinning her down and latching onto her neck again, nipping and kissing it fiercely. Aria moaned, arching her back, before rolling over, pinning Sunset down.

“Hmm, you’re stronger than you look,” Sunset commented, testing Aria’s grip. “But the fight will make it better once I come out on top,” she concluded, licking her lips.

“As if, you’ll be callin’ my name soon enough.”

“We’ll see,” Sunset replied, winking up at the siren. “Do your worst because I'm certainly planning to.” Sunset tried to free her wrists, struggling against Aria’s hold. Aria held strong, keeping her pinned.

“All bark and no bite huh?” Aria teased, nipping Sunset’s ear.

“This isn’t over yet,” Sunset replied, moaning softly. “I’ve got a few tricks at my disposal.”

“Well? You gonna show me or what?”

“Alright, just watch carefully,” Sunset smirked, a quick flash of light appearing over her head. When the light died down, a pair of yellow pony ears rested on the top of her head. Then, she winked out of existence for a moment, leaving Aria grabbing at air. A moment later, she reappeared over the siren, falling back on top of Aria and pinning her once more.

“Oh that's low!” Aria grumbled, looking up at her, gritting her teeth.

“The only low one right now is you,” Sunset retorted. “Now, let’s get you out of these clothes. I wanna see what I'm working with here.” She licked her lips, reaching down and slowly started to pull up on Aria’s shirt. Lust filled her eyes as more and more purple skin was revealed. “Ooh, what nice tone you’ve got,” she complimented, tracing the muscles of Aria’s stomach.

“I do my best,” Aria replied, squirming under her hands.

“It really shows,” Sunset said, tossing the shirt and vest across the room. “I might have to figure out your secret.”

“As if I’d tell you bacon-hair,” Aria taunted with a smirk.

“I’m sure I have ways of making you talk,” Sunset said, reaching under Aria’s bra and tweaking a nipple roughly. Aria shuddered, but didn’t make a sound. “Seems like you’ve got good self-control,” Sunset noted, removing her hand from Aria’s breast and unhooked her bra. “But everyone’s got a breaking point, I just have to find yours.” Sunset pulled Aria’s bra off, revealing the purple siren’s modest bust.

“Good luck with that,” Aria spoke, gazing up at her. Sunset smirked, leaning down and taking one of Aria’s nipples into her mouth, suckling and nibbling while one of her hands started kneading her other breast. Aria arched her back,sucking in a gulp of air. Sunset took that as a sign to continue, her free hand unbuttoning Aria’s pants and pulling the zipper down. She didn't try taking them off yet, instead opting to run a finger along her panty covered slit.

“This is so hot...” Sonata whispered, biting her lip as she watched.

“I know,” Adagio whispered back. “Seeing them fight to be the dom is getting me drenched.”

“This is the best~” Sonata grinned, peeking at their gems.

“I can’t disagree with you there,” Adagio replied with a smile. “Things are going better than we had hoped.”

“We should have bought a camera.”

“We can always correct that later,” Adagio said as she continued to watch, her eyes glued to the battle for dominance.

“Moan for me slut,” Sunset husked in Aria’s ear, slipping a finger past the siren’s folds. “I wanna hear you make some music for me.”

“I'm not the slut, you are,” Aria scoffed, twisting Sunsets nipples. Sunset bit her lip hard enough to draw a bit of blood and responded by pinching Aria’s clit.

“Your resistance is cute, but we both know how this is gonna end,” Sunset told the purple siren. “With you bent over my knee while I fuck you with the biggest toy I’ve got."

“Such confidence,” Aria laughed, sucking on her neck.

“Between being the former student to Celestia and hanging out with Dash, confidence is something I don’t lack,” Sunset replied, shuddering slightly as she pinched Aria’s clit again and taking her earlobe into her mouth and nibbling it. Aria let out a soft moan, rubbing her legs together. Sunset smirked at the noise, knowing she was gaining ground. She pressed her advantage by slipping a second finger into the siren, tugging on the earlobe in her mouth and twisting one of Aria’s nipples.

“Oh you bitch...” Aria moaned, rubbing against her hand.

“You love it, slut~” Sunset singsonged into her ear, her thumb rubbing against Aria’s clit while her fingers pumped in and out of Aria’s inner walls. “But if you don’t, I can stop anytime,” she teased, threatening to pull her hand away from the siren’s drenched slit.

“N-no...don't...”

“Then tell me what you do want,” Sunset husked, planting kisses up and down Aria’s neck. “And be very specific~”

Aria grumbled, not looking at her.

“I’m pulling my hand away~” Sunset said as she slipped one finger out of Aria.

“Come on...” she whined, looking at her.

“Oh, that can be arranged,” Sunset promised, a mischievous smirk on her face. “Just tell me what I want to hear from you, and we can do much more than cumming on.”

“I want you to bend me over your knee and fuck me with your biggest toy...” she grumbled, frowning adorably.

“That’s an obedient little slut,” Sunset praised, rewarding Aria with a brief peck on the lips. “Sonata,” she said, turning her head to the blue siren. “I need you to go into my bedroom and open up my nightstand, you’ll find what I need to break in Aria there.”

“Roger!” Sonata saluted, dashing off into Sunset’s room.

“Get naked and bend over my knee,” Sunset barked, tugging at Aria’s jeans. “I want a good look of all of you.” As she said this, Sonata rushed back into the living room with a large dildo that was the same color as Sunset’s skin tone.

“There you go, boss lady,” Sonata chirp as she passed off the dildo to Sunset. Aria watched intensely, wriggling out of her jeans.

“Thank you Sonata,” Sunset replied with a smile. “I’ll be sure to give you extra special treatment for being so good and patient.”

“Yay!” She cheered, fist pumping.

“Come on, I’m tired of waiting,” Aria grumbled, her pants and underwear completely off. “I need this. So just fuck me already.”

“Well?” Sunset asked, patting her knee. Aria planted herself over Sunset’s knee, grabbing the armrest of the couch and looking over her shoulder at the woman. “Perfect!” Sunset grinned, sliding the dildo into her. Aria gritted her teeth, letting out a sharp hiss as the large toy stretched her walls. “How is that, hm?”

“I-it’s...good,” Aria panted out, her legs shifting in an attempt to adjust to the toy’s girth. “Been awhile since I was stretched like this.”

“I bet.” Sunset moved it in and out, starting off at a snail's pace. Aria let out a long moan, gripping the armrest and tilting her head back.[

“Oh yeah, that’s the stuff,” the siren groaned, pushing her hips back into the toy. “Come on, pick up the pace.”

Sunset slapped her ass. “Do not tell your mistress what to do.” Aria gasped, clenching down on the toy inside her even tighter.

“Please pick up the pace?” Aria grunted, pressing her cheek to the armrest.

“That's better.” Sunset obliged, moving her hand faster. Aria moaned more, her back arching from the sensation. She could feel her fluids steadily dripping onto the couch and a knot forming in her stomach as her orgasm built. “Aw? Close already? And here I thought you had endurance.”

“I do,” Aria growled, picking her head off the armrest to glare back at Sunset. “You’re not gonna get me to break quickly.” Sunset giggled, picking up the pace. Aria groaned, her head thumping against the armrest to fight off the building orgasm. “I-is that all you got?” she forced out. “Y-you’re not v-very good at the who-Oh!-le mistress thing.” Her hands trembled as she had a deathgrip on the couch.

“And yet I got you suffering.” Sunset smirked, giving Aria’s ass another slap. Aria let out a choked scream of pain tinted pleasure, her inner walls clenching on the thrusting toy again. Her whole body shuddered, trying to fight off the inevitable. “Come on, scream my name.” Aria gritted her teeth, still trying to fight against the pleasure. Then, the dam broke and a veritable geyser of fluid gushed from her folds

“Sunset~!” the purple siren cried, throwing her head back and arching her back as she rode out the massive orgasm.

“Good girl,” Sunset cooed, pulling the toy out. Aria twitched a few times before collapsing onto the couch, mumbling incoherently.

“Whoa,” Sonata commented, eyeing up the twitching puddle of a siren.

“Now.” Sunset looked between them, licking her lips. “Whose next?”

The Batmare Rises

Discord hummed to himself as he lounged on Fluttershy’s couch, entertaining himself by tormenting that horrible rabbit the Pegasus kept around.

“Discord, you and Angel bunny better be getting along in there!” Fluttershy called out from the kitchen.

“Just the best of buds!” He called back to her.

“That better be the case, or you won’t get any of those finger sandwiches you like so much!” she threatened, putting the finishing touches on their tea time snack.

“Of course!” He chuckled, leaving Angel alone for now. “Now buzz off!”

“What was that?!” Fluttershy growled, stomping into the room.

“I didn't say anything,” he assured her.

“Oh, so you didn’t say, buzz off?” she asked, her eyes narrowing at the draconequus.

“I assure you my dear Fluttershy, those words have never left my lips.” He smiled, sitting up.

“And if I asked Angel Bunny, he’d say the same thing?” she asked, not buying his innocent act.

“Of course he would.” He kept his easygoing smile, secretly shooting the rabbit a look. Angel Bunny gulped, nodding over to Fluttershy with a giant, forced grin. This calmed Fluttershy down some, causing her to smile.

“Okay, I’ll go bring out the tea and snacks now. I even experimented with some new recipes because I know you like foods that are different,” she said, trotting back into the kitchen.

“Oh yum.” He winked at Angel, gifting him with an abnormally large carrot. The rabbit’s mouth started to water and he scampered off with the carrot, leaving Discord alone in the living room before Fluttershy returned. She had a large tray in her hands, covered in a teapot and an array of various kinds of snacks.

“I really think I’ve outdone myself this time,” she said. “I hope you like it.”

“I would have to agree.’ he grabbed a sandwich, taking a bite out of it.

“That’s one of my new recipes,” she informed him. “It has a spicy and sweet flavor… or it should if I did it right,” she pouted, sounding unsure of herself.

“Hm?” He asked, raising his eyebrow.

“Well, the recipe was rather complex,” she elaborated. “And some of it I struggled to follow. I mean, I’m not that great of a cook. But… what do you think of it?”

“I think it’s great. You're the best cook i know,” he complimented, patting her head.

“Aww, thank you, Discord,” Fluttershy said, putting the tray down and giving him a quick hug. “That was very sweet of you to say.” he grinned, hugging her back.

“What can I say? I'm a sweet guy.” Fluttershy let out a giggle, looking up into his eyes.

“You’re a lot of things, Discord. Just like your appearance you’re made up of a lot of things that come together to form one being. But that’s what I like about you. It’s never boring with you around.”

“Oh stop it.” He laughed. “You're going to make my head big.” His head grow, turning into a bobblehead. Fluttershy giggled again, letting the spirit of chaos go and poured them a cup of tea.

“Oh alright, I’ll try not to make your head swell,” she said, tapping his head and causing it to bobble around. He chuckled, returning to normal. “So what have you been up to, Discord?” she asked, taking a sip of her tea.

“Not much, I've been hanging around with Twilight. She could use some attention.”

“True, she has been getting more responsibilities as a princess,” Fluttershy agreed. “We’ve all done what we can to make sure we get together though.”

“She let’s all that responsibility go to her head.” he frowned. “She got all stuffy.”

“It’s a part of who she is,” she replied, grabbing a scone. “She really wants to show Princess Celestia that she’s worth the station she’s been given. It’s kind of admirable how hard she tries.”

“Too hard if you ask me,” Discord replied, flicking her nose. Fluttershy’s nose scrunched up, pouting up at him for a moment.

“I agree, she’s going to stress herself out if she continues. I think she needs to take a break soon. Or at least lighten up on her schedule.”

“I'll fix her, don't you worry Flutters.”

“Something tells me you’ll cause her more stress for the sake of seeing her veins pop out before actually helping her,” she noted. “Like with the Blue Flu incident.”

“Hey! I was just making sure she cared!” He protested, looking at her.

“Uh huh, and the fact that you were able to drive her crazy wasn’t a nice little bonus for you,” she replied, not buying his excuse.

“Why I never!” He huffed, crossing his arms. “You think so low of me?”

“Discord, you know I don’t think low of you,” she said with a pout. “I was the first to say that there was a chance for you to be good. I just know that you like playing tricks on others. Like Rainbow Dash does with her pranks.” he turned away, holding his nose in the air. Her pout increased, reaching out and putting a hand on his paw. “I’m sorry, I wasn’t trying to offend you or anything.”

“Hmmph!” He huffed, not looking at her.

“Oh, Discord, is there anything I can do to show you how sorry I am?” she asked, giving his paw a squeeze.

“Now Flutters, I’ve told you before, don't make offers like that.” He frowned. “It's too much of a temptation.”

“And what if I told you that I trusted you no matter what you asked of me?” she retorted, smiling softly.

“Yeah well... I don't trust myself...”

“Discord,” she started, getting up and pulling the spirit of chaos into a hug. “I trust you. You’ve had your ups and downs, but you’re my friend. Without a single doubt.” he sighed, hugging her back. “Now, what can I do to make it up to you?” she repeated, flicking his nose with a giggle.

“Stop that.” He frowned.

“I will, if you tell me what I want to know,” she said, holding her hand up to his muzzle.

He gulped, looking down at her. “Well I um...”

“That’s it, go on,” she encouraged in a tone similar to the one she used to coax out a scared animal, and slowly lowered her hand from his muzzle.

“I like it when you’re...” he blushed, looking away.

“Discord, you can tell me anything,” Fluttershy assured him. “You know that.”

“I like it when you're dominant...” he muttered, not looking at her. Fluttershy blushed, turning her head and hiding behind her mane.

“Oh… and what all about that do you like?” she asked, still not meeting his gaze.

“Everything...” he bit his lip harder. “I-I want you to...”

“It’s okay… I’m not judging,” she squeaked, squirming slightly.

“I want you to dominate me...” he admitted, not looking at her.

“Well… I suppose I could do that with you,” she replied, biting her own lip. . “I-I can’t promise I’ll be good though.

“W-would you mind being Flutterbat again?”

“No… Anything you want is okay here,” she said.

“Y-you sure?” He asked, looking at her.

“I’m sure,” she said, looking up at him. “I-I’d be lying if I said the idea of doing anything… naughty with you never crossed my mind.”

He gulped, looking into her eyes. “R-ready?” She took a deep breath, taking his paw in her hand in an attempt to comfort and collect herself.

“Yes, I think I’m ready.” he held his talon up, snapping his fingers. He watched as she slowly morphed back into her nocturnal form. Her colors became muted, her ears grew even more and turned bat-like, her eyes turned from blue to red, her mane and tail became more tousled, and her wings lost their feathers and became leathery. He gulped, taking in her looks. She caught him lingering and shot him a look. “Do you plan on just gawking all day there?” she barked.

“I uh...”

“How about you make yourself useful and put me in some real dominatrix gear instead of this fuddy duddy bullshit I’m in?” She tugged on her sweater and her long skirt, glaring at the clothing.

“Are you okay Fluttershy?” He asked with a worried frown.

“One,” she started, holding up a finger, “it’s Flutterbat right now. And two, I gave you an order. So follow it in the next thirty seconds, or I’m shoving the dildo under my bed straight up your chaotic ass.”

“I...don't think I like this change...” Flutterbat smirked, licking her lips as she stalked over to Discord.

“You wanted to be dominated, so you’re gonna get dominated. Now, if you want the demure and “blushing virgin” Fluttershy back. Just snap those talons of yours. You could easily convince her to suck your dick and then take it in any position you want.”

He gulped, snapping his fingers again, giving her a tight, and revealing latex outfit.

“I knew this is what you wanted.” She smirked, posing a little and groping her pillowy chest. “Dear Celestia,” she said, biting her lip with a fang. “I don’t know why I cover these bad girls up. Whaddya say we burn all the clothes in my closet and replace them with numbers like these?”

“I think you’d be mad at me later...”

“Heh, you haven’t even gotten a little taste of my pussy yet and you’re already whipped,” she taunted. “Well, figuratively whipped anyway. We might have to take care of literally.” he gulped, swishing his tail nervously. “We’re getting ahead of ourselves though. First, thing’s first, get on your knees and service me. If you do a good job, I might give you a little reward.”

“Reward?”

“Mhmm,” Flutterbat nodded, “I was thinking something along the lines of sucking on you like a big, juicy apple,” she said, licking her lips as she looked at his crotch.

“And what if I don't want to follow orders?” he asked, turning his nose up at her.

“Then I’ll tie you up, whip you, and break out the biggest toy I have. Or maybe I’ll go get Rarity? See, she has this lovely little spell that can switch genitals around. I don’t think I need to tell you what I’d do then.”

“That the best you can come up with?” He asked, crossing his arms.

“Oh no, that’d just be the appetizer,” she assured him. “The main course will be much crazier.”

“Hmph.” Hr didn't look at her, keeping his nose in the air.

“Okay, looks like I’m gonna have to go to Rarity,” Flutterbat huffed, walking to the door. “And don’t bother going anywhere, I’ll track you down.” she closed the door behind her, flying into town.

“Flutters dear.” He floated next to her. “I was playing hard to get. You know, playing defiant.”

“And maybe I wanted to fuck you with your own cock,” she shot back. “And put a chaotic bun in your oven for being so mouthy.”

“You forget, I'm the one with powers.”

“What are you trying to say?” Flutterbat asked, narrowing her eyes and raising her eyebrow at him.

“I can't let you just reveal our sex life to Rarity.” He crossed his arms, frowning at her.

“I guess you make a good point,” she admitted, landing. “Rarity’s a gossip. The entire town would know by tomorrow what we’re doing if I ask her to use that spell on you.”

“See? When I'm right I'm right.” he smirked, looking all smug.

“Hmph, and Twilight has a hard time keeping secrets,” she muttered to herself. “Damn, guess I’ll have to think of something.” She tapped her chin before smirking, glaring up at him.

“It seems you’ve cooked up a an idea in that little head,” Discord commented, his smug look not faltering.

She turned the glare up, morphing it into the Stare. Discord froze, his face and body going slack as he looked into her ruby orbs.

“That's better,” she purred at him, “Now if Rarity can't do the spell you're going to do it.” Discord nodded, never blinking as he was caught under her influence. “Well? I'm waiting?” Discord snapped his talons, a flash of light overtaking the both of them. “Ooh...” she moaned, rubbing her legs together. The flash of light caused their eye contact to break, snapping him out of it.

“Ugh, what just happened?” he asked, rubbing the side of his head.

“You obeyed your mistress,” she informed with a smirk.

“...Oh, that’s going to bite me right in the ass,” he said, his smug look falling.

“Now.” She reached up, grabbing his horn, and yanked him to his knees. “Now please your mistress.” He gulped, nodding as he took his talon and pulled the bottom of her outfit to the side to reveal what was beneath her legs. He froze, finding himself staring at his own dick. “Go on.” She licked her lips, looking down at him. He gulped again, wrapping his paw around the base and giving the head a tentative lick.

She moaned, biting her lip. She pushed into his mouth, making him take it all. Discord let out a little gurgle, having to force his gag reflex not to act up as he looked up at Flutterbat up in surprise.

“That's a good slut~” she teased, slapping his ass. He let out a squeak, his eyes widening as he looked up at her, though he didn’t stop what he was doing with his tongue. She chuckled, giving one of his ass cheeks a squeeze. He shuddered, his tongue coiling around her length as he bobbed his head. He broke eye contact with her, not wanting her to see how flushed his face had become. She thrust her hips, making her balls slap his chin. He let out a muffled groan, sending vibrations along her length. He screwed his eyes shut, trying to ignore the balls slapping against his chin.

“Oh fuck yeah...” she moaned, thrusting harder. He braced himself on her thighs, not bothering to bob his head anymore and increasing his tongue’s ministrations. He let out a series of groans and gurgles, feeling the tip hit the back of his throat with each hard thrust. “Yes!” She screamed, firing her load into his mouth. “Swallow,” she ordered, panting. Discord did as he was ordered, swallowing each bit of the surprisingly sweet and salty seed. “Good slut.” She cooed, petting his head. He pulled off her wilting erection, taking in a few breaths of air.

“Th-thank you… mistress,” he said.

“Now are you going to keep being a good boy?”

“No,” he said, smirking a little. “But I’ll be a very good, girl,” he joked tapping between his legs.

“Now you need an outfit befitting your new role.”

“Hmm, what are you thinking, mistress?” Discord asked. “Maid, sheik harem slave, or something else?”

“I do like the slave idea.” She smiled, cupping his chin. He nodded, snapping his talons again. In a flash of light, he… or rather she was now in a revealing outfit that seemed to switch colors when one wasn’t looking at it made from a thin fabric. Around her neck was a golden collar, her hair was done up in a long, white ponytail. Her chest was now large enough to rival Fluttershy’s.

“I hope you don’t mind mistress,” she said in a girlish voice, showing off her slender and feminine figure. “But I decided to give myself looks that matched the outfit.”

“Perfect.” Flutterbat licked her lips, grabbing one of Discord's tits, squeezing it. She moaned, thrusting her chest into her mistress’s hand.

“Mmm, mistress, I made sure to make these extra sensitive. I hope you like them.”

“Oh I love them.” Flutterbat pulled her into a kiss, sliding her tongue into her mouth. Discord moaned into Flutterbat’s mouth, letting the mare take the lead as their tongues intertwined. She pulled away, looking into Discord's eyes. “Now what do I do with you?”

“Whatever you want, mistress,” Discord purred. “I am your humble slave, prepared to follow any order you give me.”

“Take us home slave,” She ordered, looking down at her. Discord wrapped her paw around Flutterbat, snapping her talons and teleporting them into the cottage’s bedroom.

“There we are mistress,” Discord said with a smile.

“Good girl,” she praised, ordering Discord to spread herself out on the bed. Discord plopped down on the mattress, posing seductively and showing off all of her.

“I’m ready whenever you are, mistress,” she purred, running her paw up and down her side.

“I said spread out.” Flutterbat frowned, glaring at her. Discord corrected her position, spreading her legs wide. “Arms too.” Discord put her arms out, her body now in the shape of an X.

“Good girl.” Flutterbat moved quickly, tying her to the bedposts. Discord didn’t even move to struggle, continuing to smile up at Flutterbat.

“What’s the plan now, mistress?”

“Hush.” Flutterbat slipped a ball gag into her mouth, tying it behind her head. “There, now you can't mouth off.” Discord pouted, trying to speak around the ball gag, only resulting in muffled noises. Flutterbat chuckled, taking stock of her prey. She pulled Discord's top down, putting weighted clamps on her nipples. Discord let out a muffled squeak, twitching in her bonds as the clamps pinched her sensitive nubs.

“Feel good?” Flutterbat asked, tugging on the clamps. Discord let out a muffled moan, arching her back slightly against the bed. “Good.” Flutterbat reached into her pants, clamping another one onto her clit. Discord let out a muffled scream, thrashing against the ropes that held her. Flutterbat grinned, giving it a tug. Discord screamed again, her thrashing increasing as her eyes glazed over in lust. If it weren’t for the ball in her mouth, her tongue would have lolled out of it.

Flutterbat stopped, letting her calm down. “I almost forgot.” She leaned down, breathing on her neck. “The safe word is chocolate.” Discord frowned, motioning with her head to the ball gag. “What was that? I couldn't hear you. Discord rolled her eyes, snapping her talons and creating a note floating in front of Flutterbat.

She raised her eyebrow, reading it.

Can’t exactly say a safeword with a ballgag in my mouth,

-Dissy

“You’ll figure it out...” Flutterbat giggled, crumpling the note and tossing it over her shoulder. Discord pouted, going limp on the bed. “Oh don't be like that.” She reached over, tugging on her nipple clamps. Discord shuddered and moaned again, her tail thumping against the bed.

“That's better.” Flutterbat pulled away, pulling out a rather large, purple dildo. She moved to stand at the front of the bed, grabbing Discord’s tail. Discord stopped moving, watching Flutterbat and the dildo carefully. She snapped her talons again, creating another note. Flutterbat scanned it.

Why are you bringing that out when you have a perfectly good real one between your legs, mistress?

-Dissy

“Because I'm not done teasing you.” Flutterbat didn't hesitate, bolting it inside of Discord. Discord let out a long, muffled moan, arching her back against the mattress. She bucked her hips against the toy, squeezing it tightly. “Did I mention its extra feature?” She flipped a button on the bottom, making it vibrate. Discord moaned again, her eyes rolling up in her head as her hips continued to buck against the toy while her juices steadily dripped onto the bed.

“Oh and one more thing: If you cum before I tell you to, I'm leaving you tied to the bed for the rest of the night.” Discord nodded, calming down slightly even as her juices continued to drip against the bed. “Good girl...” she crawled on top of her, sitting on her hips. She grabbed a candle, lighting it up. Discord stared at the candle, gulping from behind the gag and preparing herself for the worst.

Flutterbat hummed, tilting it forward, letting the hot wax fall onto Discord's stomach. Discord gasped, twitching against the ropes in a vain attempt to avoid the falling wax. They hit her, some of it landing in her belly button. Discord let out a hiss, her reptilian leg twitching futilely. She groaned as the hot wax pooled in her belly button.

“You like that don't you?” Flutterbat asked, trailing it up her body, letting it drip on her breasts. Discord nodded weakly, unable to do anything else as the combined sensations of the wax and vibrating toy overwhelmed her. Flutterbat chuckled, letting her stew for a bit.

“I bet you taste nice...” she licked her lips, staring at her neck. Discord understood what she wanted, leaning her head up to expose her neck to her mistress. Flutterbat bit into her neck, drinking up her blood. Discord moaned, the stinging sensation instantly turning to a form of pleasure thanks to Flutterbat’s saliva. She smiled dopily, hoping her mistress enjoyed how she tasted. “Mmm like licorice...” Discord relished the praise, trying to nuzzle Flutterbat from her awkward positioning. Flutterbat resumed her feasting, pressing their breasts together. Discord struggled against the ropes on her arms, desperately wanting to wrap them around her mistress. The sensation of Flutterbat dragging her chest against her clamped nipples sent electric jolts down her spine.

“You like being my little fuck toy don't you?” Discord nodded happily, a dopey smile hidden behind ball gag. Flutterbat reached down, turning the vibrator to max. Discord let out another long moan, her body tensing up as she fought against her orgasm. She wanted to be good and follow her mistress’s order.

“You're so wet,” Flutterbat teased, tugging on the nipple clamps. Discord shuddered, her inner walls tightening on the toy even more. She trembled, trying to keep the building orgasm at bay. Flutterbat cooed, reaching down and turning off the toy. Discord panted, calming down and slumping over as her mind dimly registered the lack of vibrations.

“Aw, all worn out already?” Flutterbat asked, pulling the toy out. Discord shook her head, her tail wagging a little as she perked up in her bonds. The promise of more reenergizing her. Flutterbat smiled, rubbing her erection against Discord’s slit. Discord moaned, moving her hips in tandem with her mistress. She grinned, thrusting into her. Discord let out a shuddering moan, her dripping walls made it easy for Flutterbat to hilt inside her with one smooth thrust.

“You want me to.breed you don't you little Slut?’ Discord nodded enthusiastically, moving her hips against Flutterbat’s, urging her to keep using her. “That's a good girl!” Flutterbat bucked her hips, tugging on the nipple clamps. Discord moaned and returned the motions as best as she could. She struggled against her leg restraints, feeling her orgasm slowly build up again.

“Oh you're so tight!” Flutterbat moaned, biting her neck again. Discord happily let her mistress take more of her blood, but her legs thrashed about as she fought the urge to orgasm. She would only allow herself release when she was given the order, and no sooner. “Cum for me slut!” Flutterbat roared, thrusting harder. Discord let out a long moan, her inner walls clamping down on Flutterbat’s girth as a gush of fluid splashed onto the mare’s crotch. Discord twitched and writhed, riding out her long denied orgasm. “Yes!” Flutterbat shouted, filling Discord up, bloating her stomach. Discord groaned again, weakly snapping her talons. A flash surrounded her hips, ensuring pregnancy would occur. She then slumped onto the bed, feeling supremely satisfied.

Flutterbat collapsed on top of her, utterly spent. “You can poof everything away...” Discord nodded, snapping her talons, causing the ropes and ball gag to be removed, along with returning Fluttershy to normal. Though Discord’s gender and outfit remained unchanged.

“That… was the hottest thing I’ve ever done,” Discord said, cuddling up to Fluttershy.

“I had no idea I had it in me...” she admitted, rubbing Discord's belly.

“I guess you just needed a push in the wrong direction,” Discord tittered, holding Fluttershy’s other hand with her paw. “Oh, I also gave you a special surprise or two.”

“What?” She asked, looking into her eyes.

“You can now switch into Flutterbat and grow your own dick whenever you want,” Discord answered. “So now we can go at it in whatever way we can think up.”

“Ooh that's nice...” she snuggled into her, yawning. Discord returned the cuddle, smiling at the mare.

“We can try it out later. For now, we need our sleep.” Fluttershy nodded, already drifting off. Discord sighed in contentment, drifting off with her.

Rein of Fire

It was another day in the land of Spiketopia. Or rather, evening. Spike or as he was known in this land, Garbunkle, was resting at the local watering hole, The Three Gem Tavern. He was relaxing with his trusted companions and drinking a non alcoholic cider. As great a mage as he was, with great facial hair to match, even he couldn’t overcome the greatest spell of all. The legal drinking age. The tavern itself wasn’t anything special, just a large room with tables and booths scattered around and a bartender’s station that took up an entire wall. While the look of the place wasn’t impressive, the drink selection was and that’s what kept the regulars coming back.

“Ahh, nothing beats cider after a day of fighting the forces of evil,” Spike said.

“Eeyup.” Mac nodded, sipping at his mug of Mead.

“Yes, T’was a fine day of slaying foes and looting dungeons,” Eris agreed, downing what she called a Jaeger Bomb with a lit fuse resting in it. Her body expanded when it hit her stomach, and she belched out a ring of smoke.

“Nice one,” Spike complimented, grinning.

“That was nothing, you should see what happens when I drink three of them at once,” Eris waved off.

“So...” Spike tapped on his drink. “Now what?”

“Well, after I finish another drink I think it’s best I go,” Eris said. “Fluttershy and I have plans with Tree Hugger to go and protest some company from building on a Buffalo burial ground.”

Spike moved to speak before something hit him. “Should you be drinking? I mean you are, you know.” He gestured at her stomach.

“You might have a point, if I wasn’t the spirit of chaos,” Eris said with a cheeky smile as she stole an olive from a random stallion’s martini. “I’ve got a spell set up that prevents any alcohol from reaching the baby. So I can drink, and they don’t wind up with any complications.”

“Do you know what it's going to be?”

“Seeing as the baby will be part draconequus, gender will be a matter of how they feel that day.” Eris shrugged. “The only reason I’m male most of the time is because I wanted to stand out amongst ponies who are mostly female.”

Mac chuckled, finishing up his drink. “Ah should head out too.”

“Aww, does that mean the game’s over already?” Spike pouted and drooped slightly. “I kinda don’t wanna head home yet. Things are a bit awkward there seeing as I caught Twilight with Garble a couple nights ago when I was looking for a snack.”

“Caught them doing what?” Eris grinned, leaning in closer.

“Ugh, she was bent over the counter while Garble was…” Spike shuddered. “Yeah, I’d really rather not go into further detail about my surrogate sister’s sex life. Especially since she’s dating someone who used to bully me.”

“Ya are the two of ya gettin’ on?” Mac asked.

“He’s apologized and I told him I accepted, but I’m still finding it hard to trust him,” Spike replied. “But what can I do? Twilight’s a grown mare and princess. I don’t have any say who she can and can’t date. All I can do is learn to live with the guy or be the shoulder for her to cry on if things don’t work out.”

“How very mature of you.” Eris ruffled his spines. “How about this, Mac and I will head out, and you can stay as long as you want?”

“Thanks Di-Eris,” Spike said with a smile. “I’m sure I can find something to do here alone. Maybe find a lost item for a villager with my high perception?”

“When you want to leave, just say my name three times really fast okay?”

“You got it, and thanks again,” Spike replied with a grin as they left the game world. He tapped his chin, wondering what to do next. “Alright, so what’s something I can do in the game on my own?” He continued to tap his chin and concentrated. “Guess I’ll just start talking to the NPC’s and see what they have to offer.” He got off his barstool and started wandering around the tavern to find any interesting NPC’s.

In the corner sat a lone armored figure, quietly drinking from a mug. Spike decided to take a chance stopped in front of the figure.

“Greetings, do you mind if I join you, stranger?” Spike asked in his best mystical voice.

“Pull up a chair.” The mare nodded. He did so and called for another cider.

“So, judging from your armor you are a great warrior?” Spike asked in an attempt to break the ice.

“You could say that,” she laughed, leaning back in her chair.

“I am Garbunkle, a pleasure to meet you Miss..?” Spike asked.

“You may call me Dawn Breaker.”

“That is quite the name,” Spike said with a nod and stroked his beard. “Why not tell me more about the mare attached to it?”

“Certainly, what would you like to know?” She asked, pulling her helmet off, letting her mane fall out. Spike had to keep himself from choking on his cider, Dawn Breaker’s beauty catching him off guard as she smiled at him.

“Um… what is your quest?” he managed to ask.

“Alas, I have no higher calling.” She sighed, her shoulders slumping. “I am merely a wanderer.”

“Well, my companions have left me to pursue other goals, so perhaps we could wander together for a time?” Spike asked, taking a sip of his cider as nonchalantly as he could.

“You seem trustworthy enough.” She looked him over, rubbing her chin.

“I assure you Miss Breaker, you will not find a more trustworthy mage in all the land,” he said with a grin.

“Then let us make haste.” She stood up, putting her helmet back on Spike quickly sprang up and clutched his staff.

‘It’s a shame she put that helmet back on,’ he thought as they left the tavern side by side.

Dawn made her way out of town, trudging through the forest. He stuck to her side, using his staff to create a soft light to fend off the evening darkness.

“We should set up camp.” She came to a stop, looking around.

“Sounds like a good idea to me,” he said, pulling out his supplies from his backpack. “I’ll start a small fire to help fight off the evening chill.” He quickly gathered wood and rocks and set up a small fire circle. He then blew a small stream of fire onto the firewood to get it started. “One fire, as promised, my good lady.”

“Thank you.” She smiled, removing her helmet. She turned, slowly working her armor off. Spike couldn’t help but stare as she peeled the heavy armor off to reveal her full figure. He gulped, turning his head so she wouldn’t catch him ogling her. But he continued to do so from the corner of his eye. Dawn had rounded breasts that seemed to be the perfect size to fit in a stallion’s hand and squeeze. The clothes beneath her armor were thin and the top cut off to reveal her flat and toned stomach. Her hips had a generous flare to them. He had to imagine the way she swayed as she walked. And last but certainly not least was the svelte muscles of her legs and ass. Her coat was a rich blue while her mane and eyes were a soft green.

“Something wrong?” She asked, turning to look at him.

“N-no,” he stammered before clearing his throat. “I was just uh… looking for some soft ground to put up my tent on.”

She smirked, placing her hands on her hips. “I see... my form entices you doesn't it?” Spike gulped, knowing he had been caught.

“I cannot lie, you are quite the beautiful mare. Perhaps one of the most enchanting I’ve ever seen. Forgive me for my wandering eye, I did not intend to be rude.”

“It's quite alright, you're rather pleasing to the eyes as well.” She smiled, sitting by the fire. He returned her smile and sat next to her.

“It’s been quite some time since I’ve received praise like that,” he said with a weak chuckle.

“The beard could use some work.” She smirked, reaching over and running her hands through it.

“And what’s wrong with my beard?” Spike asked, looking into her eyes.

“I think you’d look better without it.” Spike had to stop and weigh his options very carefully. Did he keep the beard that he had so lovingly made for his character, or lose it for the sake of the pretty mare’s favor? After a long pause, he pointed his staff at his face and zapped the beard away, leaving his face as smooth as the day he was born.“Well, I certainly wasn't expecting that.” She raised her eyebrow.

“Well, I wanted to see if you were right,” he said, smiling at her. “And growing it back is just a matter of time.”

She reached over, tracing her fingers over his chin. “I think I could learn to appreciate such a beard.” He shivered slightly, her touch sending a tingle down his spine.

“I could be persuaded to keep it off if you like,” he told her. “Eating soup with it was a nightmare anyway.”

“I can imagine.” She pulled away, looking into the fire. Spike tried to not let his disappointment show at the loss of her gentle touch as he stared into the fire with her. “Hmm...” she rubbed her arms. “Is it still chilly out?”

“I suppose the fire can only do so much,” Spike said, standing up. “I will set up the tent.” He went about the task and in a matter of minutes the two man tent was standing proudly.

“Thank you.” She smiled, making his heart flutter.

“There is no need for that, it is my philosophy to always help a lady,” he replied and rubbed the back of his head. “Even if that lady is a capable warrior.” She giggled, leaning over and kissing his cheek. Spike’s face broke out into a deep blush. Sure, he had been kissed on the cheek before by mares, but that was always done as a friendly gesture. There was something else behind the kiss that Dawn had given him.

“Tell me my friend, have you ever been with a mare?” Spike bit his lip and turned his head away from her.

“No,” he admitted. “For some time I chased after one mare in particular. I made a fool of myself countless times to try and win her over even though I knew she only saw me as a friend.” He rubbed the back of his head again. “Not very impressive for a, “hero of the land” huh?”

“Love is hard you know.” She smiled, starting to pull her shirt off. Spike's eyes nearly bugged out of his skull and he felt a stirring in his loins as her light blue nipples hardened in the night air.

‘Should I actually do this? I mean, she’s an NPC. Sure she’s life-like, but she’s not real.’ He continued to mull it over. ‘Maybe this can be practice for when I find a real mare I’m interested in?’

“Dawn, are you sure about this?” Spike asked. “I mean, we just met.”

“Aw, is the great wizard nervous?” She teased, reaching over and removing his hat.

“Yeah, no sense in hiding that,” he replied with a slow nod. “I don’t know if I’ll be good for you seeing as I have no experience.”

“You'll do fine,” she assured him, slowly disrobing him. Spike started sweating and he hesitantly reached out to help her take off her shorts. She shimmied her hips, wriggling out of the offending article of clothing. The sight of her fully nude body took his breath away as the firelight danced along it.

“I think I have to take back what I said before. You aren’t one of the most enchanting mare’s I’ve seen. No, you’re the most beautiful one I will ever see.”

“Aren't you sweet?” She wrapped her arms around him, pulling him into a kiss. Spike’s eyes widened as he tried to match her motions. After a while, he relaxed into the kiss and closed his eyes, focusing on the feeling of her soft lips against the thin scales of his. “You’re a pretty good kisser.” She pulled away, taking in a breath.

“So are you,” he breathed.

She moved her hands down, tugging at his shorts. “Looks like your friend is ready.”

“I just had a beautiful mare disrobe in front of me and kiss me,” Spike retorted with a small smile. “I’d be worried if he wasn’t ready by now.” She kneeled down, tugging them off. His full length sprang free, nearly hitting the kneeling mare in the face.

“You're a big one.” She winked at him, wrapping her hand around it. Spike groaned, enjoying the feeling of her hand against the sensitive flesh.

“I’ve had a growth spurt recently,” he said. This was true. Thanks to Twilight’s research with Garble, he had a small hoard in his room and had grown a considerable bit. He wasn’t quite the size of a full grown stallion yet, but he was getting there.

She leaned in, giving it a nice long lick. Spike groaned again, fighting to keep his hands at his side. She took the head into her mouth, sucking on it. He clenched his claws and moaned, all the tension and apprehensiveness melting away. She took more of it into her mouth, rubbing along his length.

“Ohh, Dawn,” Spike groaned, his leg twitching slightly. “You’re really good at this.” she winked again, deep throating him. This caused a switch to be flipped on in his brain and he grabbed the sides of her head as his the slits in his green eyes sharpened. “Oh, so you want all of it, huh?” he taunted, his demeanor changing. “Then take it.” He started moving her head up and down his length, controlling the pace.

She moaned, relinquishing control to him, giving his balls a squeeze. Spike groaned and smirked down at her as he continued to use her like a sex toy.

“Seems as though you like it when I use you like this,” he noted, moving her head even faster. She winked at him, reaching around and squeezing the base of his tail. He moaned loudly, the sensitive spot taking him off guard. “Oh yeah, keep that up and I won’t last much longer.” She obliged, squeezing and rubbing away, running her tongue over his length. All of that, and the seductive look she was shooting him with her eyes was all it took to send Spike over the edge. He hilted his length into her throat and called out her name as he came. She drank it all down, pulling away with a pop. Spike panted a bit, recovering from the intense orgasm as his eyes and posture returned to normal.

“You aren’t done yet are you?” She asked, wiping her mouth off, “A big, strong dragon like you surely can't be.” She gave him a pout, trying to draw his previous behavior back out.

“Of course not,” he assured her. “I haven’t made you feel good yet. We can’t have you unsatisfied, can we?”

“Think you can handle me?” She taunted, giving him a lustful look. “You are a virgin after all.”

“We’ll have to find out,” he said as he hauled her up by the shoulders and gave her a passionate kiss. She kissed him back, pushing her breasts into his chest. He relished the feeling, moving a claw down to stroke at her lower lips. He noted how wet she was as he pinched her clit.

She let out a long moan, his claws becoming slick with her juices. He slipped the claw inside her as his length hardened again between them. She kissed his neck, bucking her hips a little. She pulled back slightly, looking into his eyes. He met her gaze, looking into her green orbs with a look he couldn’t put into exact words.

“You're doing pretty good...” she moaned, “But I think you can do better.”

“Think I should try something a bit bigger than the claw?” he asked, slipping a second digit inside her.

She shuddered, her knees shaking. “Come on, you're a big, strong dragon... you shouldn't have to ask.”

“Then get in the tent and on your back,” he said, trying to tap into what had happened earlier. “We’ll continue this there. For the rest of the night.” He punctuated the statement by nipping at her ear.

“Ooh...” she giggled, pulling away. She winked over her shoulder, sashaying into the the tent. She laid down, posing for him. He didn’t hesitate, following her into the tent and positioning himself over her. He grabbed his member, lining it up with her folds. He then plunged his tip in, his eyes widening from the foreign and pleasurable sensation. She reached up, wrapping her arms around him and pulling him closer. “Faust you’re big...”

Spike didn’t hear her, not really. All that passed from his lips was, “Spike, want,” in a mutter. His arms then grabbed her shoulders as he thrusted himself into her velvet insides. She smiled, reaching up and gently rubbing the spots where his wings would be. A low rumble came from his chest in appreciation for the attention. He then leaned his head down and bit her neck. Not hard enough to make her bleed, but enough to leave a mark to claim her as his own.

“Oh yes!” She praised, increasing her rubbing. She bucked back against him, feeling little nubs growing under her hands. The low rumbling from Spike grew louder as he roughly grabbed her breasts and toyed with them while he pistoned his hips into the mare beneath him.

“Y-you're doing a great job Spike...” she moaned out, gently stroking the nubs, encouraging them to grow. If Spike’s mind weren’t clouded by lust filled greed, he might have caught the use of his real name. As it was he just let his long tongue snake out and coiled it around one of her nipples to lewdly slurp and tug on the nub of flesh. She moaned, biting her lip. The nubs grew out, looking more like crooked sticks.

“That's right...” she muttered shakily into his ear, “I'm all yours... use me how you see fit...” This spurred Spike on as the rumbling deepened. He pulled her nipple into his mouth while he jackhammered his length into her folds as fast as he could. Then, his tail curled around beneath her, the spaded tip teasing her other hole.

“Oh Faust.” She shuddered, squeezing the sticks growing out of his back. They grew again, looking like misshapen fingers. He looked up at her as he nipped and sucked at her nipple. There was a fire in his eyes as he plunged into her velvety depths and his tail teased her ass.

“Almost there...” she whispered, watching the growths take shape into a majestic pair of wings. Spike let out a roar, Dawn’s clamping walls coaxing jets of seed from his length that shot deep into her womb. She let out a cry, cumming hard. She blushed brightly, her stomach bloating out. Smoke poured out of Spike’s nostrils as his mind slowly returned to him.

“I don’t know if I’ll be able to go back to my hand after that,” he panted out as he rolled over to lay beside her.

“Luckily, you won't have to, Spike.” She smiled, cuddling with him. This time he caught the use of his real name and looked at her with an incredulous eye as he wrapped his arms around her.

“And why are you calling me Spike?” he asked, looking into her eyes.

She smirked, “Because that's what Twilight named you.”

“Who are you?” he asked, his eyes widening.

“It's me Spike, Starlight Glimmer.” Spike’s mind came to a screeching halt at the sound of that name.

“So… I just lost my virginity to one of my closest friends?” Spike asked, his voice bereft of tone.

“It's alright, Spike.” She leaned in, kissing his lips. He returned it, his claw caressing her cheek.

“I have to ask,” he said as he pulled away. “Why did you want to do this with me?”

“Well, it was actually Twilight and Garble’s idea, and before you jump to conclusions, let me explain okay?” He nodded, his depressing train of thought screeching to a halt before it could leave the station.

“We all know about you and Rarity, Spike.” She looked into his eyes. “It wasn’t healthy. Plus, according to Garble, it’s been stunting your growth.”

“So… you really do have feelings for me?” Spike asked carefully.

“Yes, Spike I do.” She leaned in, nuzzling him. He smiled and returned the gesture.

“Thank you for this, Starlight. But just for your and Twilight’s information, I was ready to move on from Rarity. The wedding invitation kinda cemented that for me.”

“That's not what we meant.” She shook her head.

“Then what did you mean?” Spike asked, tilting his head in confusion.

“Spike, you should have grown your wings three years ago.”

“Huh… guess that is pretty stunted,” he said. “But you said that my obsession over Rarity was causing it. So wouldn’t moving on and looking for another mare help?”

“Because you’re looking at it like a pony.”

“I don’t follow.” Spike scratched the side of his head.

“Spike, dragons don't date. They start relationships with fights.”

“But we didn’t fight and I still grew my wings,” he commented, his wings twitching on his back.

“That's because I submitted to your dominance.” She reached out, rubbing a wing. A dopey smile spread across his face as he leaned into her touch.

“Whoa, that feels nice,” he said, his tail wagging a bit.

“You've been suppressing that part of yourself, that part that wants to be aggressive, dominant.” She moved her hand down, rubbing the base.

“Well, I guess I was right to not like those etiquette lessons back in Canterlot,” Spike retorted with a chuckle, running his hands along her back.

She smiled back, snuggling in closer. “You’re amazing Spike...”

“You’re pretty incredible yourself, Starlight.” He looked her over. “Though I think I’d prefer to be cuddling the real you.”

“Let's go home then.” She nodded.

“Think you’d wanna join our game sessions from now on?” Spike asked. “We could try a different kind of roleplay when Mac and Eris/Discord leave,” he concluded with a smirk.

“Oh?” She smirked. “What did you have in mind?”

“Maybe the rampaging dragon gets the better of the noble warrior trying to save the scared village?” he said, his smirk growing.

“Oh that's a fun idea.” She smiled. “I can't wait.”

“Though I know what we should do first,” he said an evil grin on his face. “See, I’m sure Twilight told you about how I caught her and Garble in the kitchen.” Starlight nodded. “How would you like to help me get her and him back for that? I’m thinking something involving the library.”

“Deal.” She grinned.

“Heh, I think we finally found a way for you to get back at Twilight for the village incident,” Spike said as he stood up and helped Starlight to her hooves. “Her occasionally finding us having intense sex sessions.”

“It’s gonna be so much fun” she giggled.

Eventually, the game world faded around them and the two walked arm and arm back to the castle. Once they were outside his room, Spike pulled Starlight into a deep kiss and the two stumbled to his bed, narrowly avoiding his small hoard that sat close to it.

“I ever tell you I love the feeling of your scales?” She asked, looking up at him.

“No,” he said with a smile, caressing her cheek. “Have I ever told you that your smile is adorable?”

“I don't believe you have.”

“Guess I’ll have to do that more often.” He chuckled and pulled her blouse over her head. He then removed the dark purple bra she was wearing and started kneading her breasts.

“Ooh that feels good...” she moaned, working on unbuckling his pants.

“Only the best for the mare who gave me my wings,” he said, smiling and tugging on her erect nipples. “Especially when she looks even better than Dawn Breaker.”

“Mmm... I like it when you’re rough.” She arched her back, working his pants off. He smirked and twisted her nipples, causing her to gasp.

“So the big bad former villain likes having a dragon treat her like a toy?” Spike asked, twisting her nipples a bit harder.

“Yes!” She cried, squirming around.

“Good,” he said, letting her nipples go. “Then tell me who owns you and plays with you like the toy you are.”

“Y-you are...” she muttered out, panting.

“What was that?” Spike asked with a smirk as he held a hand to his ear frills. “I didn’t catch that.”

“You are!” She shouted with a blush.

“That’s right,” he said, pulling her black skirt and panties down in one motion. “Such obedience deserves to be rewarded. So, what does my favorite toy want?”

“Whatever you think I deserve...”, she muttered, looking into his eyes.

“I asked you a question and I wanted an honest answer,” Spike said with a frown and forcing Starlight onto her hands and knees. He swatted her right on the cutie mark, turning the light purple fur red.

She yelped, but didn't complain.

“Well?” he questioned, swatting the other cutie mark. “I’m waiting for your answer, toy.”

“I-I want you to use me master, make me into your broodmare.” Spike grinned and his wings twitched at hearing that.

“Mmm, now that does sound like fun. Your stomach swelling with foals, your breasts filling up with milk that I can drink from you while I pump even more of my seed into you. Does that sound like everything you want? To fill Equestria with a horde of our foals?”

“Yes master.” She nodded, looking back at him. He grinned and gripped her by the cutie marks his claws sinking into the tender flesh as he pulled her to line her folds up with his erection. He coated his tip in her arousal, teasing her before making the plunge into her velvet inner walls.

She let out a long moan, bucking her hips back against him.

“That’s right, toy, please your owner so your dream of being a broodmare comes true,” Spike cooed, draping himself over her back to whisper into her ear. He started to thrust into her, her ass shaking from the contact of his his hips slamming into her.

“So big...” she moaned, her breasts swaying from their movement.

“And it’s all for my perfect toy,” he whispered, his hands leaving her ass and going to her breasts. He started kneading and playing with her nipples, each hand doing a separate motion.

“Oh master...” she moaned, her tongue lolling out if her mouth. Spike smirked and moved down to her neck, nipping and licking at it while he thrusted into her. He moved his tail up, teasing her other hole again. “So good...” Spike grunted and picked up the pace even further, his hips moving in a blur as her arousal dripped onto the bed. “Yes!” She threw her head back, moving her hips back against his. This made Spike shudder as he felt his orgasm approaching. He pulled off her neck.

“Say the name of your owner, the one who will fill you full of seed whenever he feels like it,” Spike commanded, twisting both of her nipples. “And say it loudly and proudly.”

“Spike!” She screamed, clamping down around him. He roared again, throwing his head back and a stream of flames coming from his mouth as he came into her, her stomach bloating even further than last time. She collapsed onto the bed, moaning quietly. Spike collapsed as well, pulling her against his chest and holding her in a tender embrace. Then his wings wrapped around the two of them in a makeshift blanket.

“So, were you serious about wanting foals with me, or was that something to stoke the fire of my dominance?” he asked with a tired smile.

“A little of both.” she smiled, kissing his cheek.

“And there’s that adorable smile,” he said, kissing her back. “I would’ve never fallen for Rarity if I had met you first.”

“Thanks, Spike...” she smiled, looking into his eyes.

“I’m just speaking my mind,” Spike told her, giving her a gentle squeeze. “You’re a beautiful mare, Starlight. And you’ve been a good friend for a while now. Plus, the fact that you’re a former villain that gave Twilight a run for her money in terms of magical strength kinda adds to your sexiness.”

“Thanks.” She giggled, nuzzling his cheek.

“Goodnight, Starlight,” Spike said, resting his head against her shoulder. “I…” He paused, not sure if he should say what he was about to say. “I love you.”

“Love you too, Spike..” she smiled, kissing his nose. All the nervousness melted from Spike and his tail wagged a bit as he held her close. She giggled at him, snuggling into his chest. Spike started to chuckle a little.

“Ya know, for a while there, I thought you were more interested in that Sunburst guy than me.”

“Him?” She chuckled. “We’re just friends, Spike.”

“So were we before you started stripping in front of me,” Spike retorted, still chuckling.

“Is that a complaint?” She asked, raising her eyebrow.

“No way,” he replied and gave her a quick peck on the lips. “I’d give up my wings to keep you in my arms.”

“Good.” She snuggled up, yawning. He snuggled into her fur, closing his eyes and drifting off to sleep. She kissed his head before doing the same.

Twilight hummed a tune to herself as she walked through the halls of the castle toward the library. Things had greatly improved since Spike had grown his wings and started dating Starlight. He even seemed to be getting along better with Garble. Though, speaking of Spike and Starlight, she hadn’t seen either of them the entire day yet.

Garble followed behind her, actually looking forward to their reading lesson.

“Hmm, do you think Starlight and Spike snuck out to go on a date when neither of us was looking?” Twilight asked, looking over her shoulder at Garble while she walked.

“I dunno.” He shrugged a little.

“What witty commentary.” Twilight giggled and rolled her eyes. “Let’s hope you’ve got some more insight during our lesson. After all, you’ll get a special reward if you do a good job.” She winked at him and added some extra sway to her hips.

“I'll make sure to do a good job.” He smiled, licking his lips.

“I know you will.” She returned his smile and opened the door of the library. “Now let’s st-...” She paused, her eye twitching and her jaw hitting the floor.

“Oh...hi Twilight...” Starlight moaned, being bent over a table

“Did I give you permission to speak, toy?” Spike growled, spanking her hard as he thrusted into her.

“Sorry, Master.” She clamped her mouth shut. Twilight continued to gape as she started to close the door to the library.

“Change of plans, we’re going to have our lesson in Canterlot today,” Twilight said, her eye still twitching. Garble grinned, giving them a thumbs up. Once the two were gone, Spike and Starlight started laughing uncontrollably.

“D-did you see the look on her face?” Spike asked between snorts.

“It was priceless!” she laughed, leaning on the table.

“We are so doing that to her more.” Spike chuckled. “At least until it stops being funny.”

“Damn right we are.”He smiled, draped himself over her back and tilted her head back to kiss her deeply as he resumed his thrusting.

“I love you so much right now,” he said.

“I love you more.”

“And here I thought you’d love me equally,” Spike said with a cheeky grin. She swatted his arm, chortling. “Sorry.” He snickered and kissed her cheek. “Couldn’t resist.”

“What should we do now?”

“Want me to take you flying?” Spike asked. “You seem to like watching the scenery go by as I hold you in my arms.”

“ I'd like that a lot, Spike.“ she smiled, hugging him. He smiled back, hefting her up bridal style.

“Then let’s get your flying clothes and goggles on,” he said as he carried her out of the library. “Ooh, another way we could mess with Twilight is to have a foal before her and Garble.”

“Think you're ready for that?” She asked, resting her head on his shoulder.

“I’ve basically been taking care of Twilight for years,” Spike offered. “Plus, I think you’ll be a great mom.”

“Then let's do it.” She beamed, pulling him into a kiss. He returned it happily as he continued down the castle halls. She closed her eyes, listening to his heart.

A Fistful of Sweeties

It was a lovely summer day in Equestria. Made all the more lovely by the drink in Sweetie Drop’s hand and the scantily clad mares and stallions frolicking along the beach. She sipped at her martini, reflecting on the mission she had just completed.

She smiled, watching Lyra build a sand castle. The oblivious unicorn thought they were just on vacation, getting away from the insanity of Ponyville. Sweetie thought about the mint colored mare next to her. Sweetie had considered dating her on more than one occasion. But her track record of flings on missions and her dangerous job as an agent of the crown always killed the idea. She always asked herself, which did she love more, Lyra or her job? So far, the job won every time.

“Eh, it's fine.” She shrugged, moving her gaze past her friend. Her eyes locked onto a stallion rubbing lotion onto the back of a mare. Said mare’s cutie marks peeked out of her bikini bottom. “Damn, she’s got a nice ass “ sweetie smirked, watching the pair for a bit. Then her ears perked up as she noticed something from the corner of her eye. A stallion was approaching her from behind and trying to look unassuming. She subtly stood up and looked at Lyra. “Lyra, I’m gonna go hit the little filly’s room real quick.”

“Don't be too long!” Lyra smiled at her. Sweetie returned the smile and started walking to a secluded area. She looked out the corner of her eye and saw that the stallion was still approaching.

“If you don't want your arms broken, you'll tell me what you want.” She growled, spinning around to confront him.

“You have another mission, Agent Drops,” the stallion said, not flinching from the threat.

“Oh come on!” She growled. “I’m on vacation!”

“Do you want me to pass that message onto Princess Celestia?” the stallion asked as he tapped the face of his watch.

Bon Bon grit her teeth. “What's the mission?”

The stallion pulled out a manilla folder and handed it over to her. “You’ll like this one. We believe that the eccentric billionaire Fancy Pants and his wife Fleur de Lis are linked to a transformative candy that was given to a small town as some kind of test. We need you to break into their summer home to see if you can find the recipe along with the details of their plan.”

“That's it?” She asked, flipping through the folder. She stopped on a picture of an normal, albeit handsome stallion labeled, “Transformed Subject”. “What’s the story of this stallion? He doesn’t look transformed to me.”

“That's supposed to be a twelve year old filly.”

“...And now I feel gross for what I was just thinking,” Sweetie said, retching.

“We are working on a cure, but we need that recipe,” he stressed.

“Yeah, I’ll get it,” Sweetie assured him. “Though I may not need to force my way into the summer home,” she concluded with a smirk.

“Time is of the essence, I suggest you head out now.”

“Fine, I’ll have to make up a family emergency to get away from my friend over there.” Sweetie sighed. “I trust the agency will help with the cover story?”

“Of course.” He nodded. She nodded as well and rushed back to Lyra with a panicked look.

“Lyra, I have to go!” Sweetie shouted. “I just found out that my uncle was in a carriage accident!”

“What?!” Lyra asked, running over, “Is he okay?”

“I don’t know,” Sweetie said. “But I’ve gotta go to Fillydelphia to make sure.” She put her hands on Lyra’s shoulders. “I’d ask you to come with me, but this is a family only thing. So I need you to enjoy the rest of this vacation for the both of us.”

“Okay Bonny.” Lyra nodded, pulling her into a tight hug.

‘A part of me is disturbed by how easy I find it to lie to her,’ Sweetie thought as she returned the hug. ‘Oh well, necessary evil and all that.’
.

“Tell your uncle I hope he gets better.” Lyra pulled away, giving her a warm smile.

“Don’t you worry, my uncle’s as stubborn as Applejack,” Sweetie said with a smile. “He’ll pull through.”

She nodded. “I'll miss you.”

“Oh please, I bet once I’m gone you’ll find a nice mare or stallion to keep you company while I’m in Fillydelphia,” Sweetie teased, waving her hand over Lyra’s body.

“Yeah...” Lyra looked away, rubbing her neck.

“Alright, I’ve gotta go,” Sweetie said, turning to leave. “Stay out of trouble.” She started jogging back to the hotel.

“Okay...” Lyra muttered, watching her roommate run off, hugging herself quietly.

Sweetie ran through everything she knew about Fancy Pants and Fleur de Lis as she rode the train. She had heard several rumors floating around Canterlot that the couple were swingers. If that was the case then she could use her favorite tool in her arsenal, sex appeal.

“They won't even see me coming.” She smirked, cracking her knuckles. The train finally screeched to a halt, signalling she was at her destination. She gathered her things and hopped off.

She took in her surroundings, slowly beginning to walk forward. The place was a famous beach town, one where many rich ponies and celebrities had property. She adjusted her sunglasses and started to familiarize herself with the town.

“Wish I could get a place this nice...” she grumbled, passing a few houses. “I’m asking Princess Celestia for a raise as soon as I’m done with this. She owes me for interrupting my vacation with my best friend.”

She searched around a bit longer before spotting her targets, currently sunbathing on the beach.

‘Perfect,’ she thought. ‘Time to break out the sexy bikini that I had Rarity make me for just such an occasion.’

She ducked into a changing room and quickly changed into the skimpy suit. She strutted out again, a confident smile on her muzzle. She made sure to move past the pair, putting an exaggerated sway to her movements. She caught the attention of the pair of white unicorns, the two of them sharing a lidded look before returning their gaze to her. For extra measure, she winked at them before picking a spot to settle on.

“Excuse me, Miss, would you care to join us?” Fancy Pants asked, standing in front of her with a smile.

“Who me?” Sweetie asked, looking up at him.

“Yes, a lone and very attractive mare such as yourself is sure to receive much attention. But that can be avoided if you’re with my wife and I.” He kept up his polite smile.

“That is a very generous offer Mr...?”

“Fancy Pants,” he replied with a chuckle. “Though, as you can see, there’s nothing very fancy about them at the moment.” He gestured to his bathing suit.

She giggled. “Very nice to meet you Mr. Fancy, I'm Bon Bon.”.

“No doubt you were named such because you’re as sweet as candy.” Fancy helped her to her hooves.

“You're quite the charmer.”

“I have to be to keep up with my wife,” he said, chuckling and leading them back to where Fleur was still sunbathing. “My dear, this is Ms.Bon Bon. Ms.Bon Bon, my wife Fleur De Lis.”

“Oh how marvelous,” Fleur said, clapping her hands together. “You have a Prench name as well.”

“My grandmother emigrated when she was a filly,” Bon Bon explained.

“Of course,” Fleur nodded. “My mother took me to Canterlot when I was a teenager. It took forever for me to lose the accent. Though, Fancy seems to like it when we’re alone.” She shot Fancy a seductive look.

“It is quite sexy dear.” He smirked at her.

“You mean like how you think that mustache is sexy?” She lightly tugged on part of his facial hair.

“You can't deny it is.” He smirked. Fleur just smiled and rolled her eyes.

“Whatever you say, dear.”

Sweetie looked between them, giggling a little.

“How very rude of us,” Fancy said, straightening out his mustache. “We’ve been neglecting to pay attention to Miss Bon Bon.”

“It's alright,” Sweetie assured them.

“Tell us a little more about yourself,” Fleur said, smiling at Sweetie.

“What would you like to know?”

“Let’s start with the simple question of what you do for a living and work our way to the more deep and probing questions,” Fancy said.

“I own a candy shop down in Ponyville,” she replied, smiling softly.

“Oh, do not tell me such things,” Fleur pouted and covered her ears. “Candy is my weakness. Now I’ll want to try what you make and then I’ll have to work out like a fiend afterward to keep my modelling figure.”

“I'll try to be a good influence,” Sweetie promised.

“Oh please, your figure will be fine after a few pieces of candy,” Fancy said. “We will have to visit your store when we return to Canterlot.”

“I’d be happy to serve you!” Sweetie beamed.

“You’ll be the death of my career.” Fleur huffed and crossed her arms under her chest. Sweetie snuck a look, Fleur had some nice tits.

“Oh no, if you stop modeling we’ll go from being obscenely wealthy to just wealthy,” Fancy said sarcastically.

'These two are evil?’ Sweetie asked, looking between them.

“I like my job.” Fleur pouted. “If I had wanted to be a trophy wife then I would’ve married a politician.”

“I’d never ask you to leave your job,” Fancy assured her, giving her a kiss.

‘Seriously, these two are evil?’ Sweetie thought incredulously.

“Do you have plans for the day Bon Bon?” Fleur asked, looking at her.

“I was just planning on soaking up the sun and maybe seeing what the nightlife is like.” Sweetie shrugged.

“Perhaps we could entice you into heading home with us?” Fleur asked with a wink.

“Well, you two do seem nice,” Sweetie replied as she tapped her chin in thought. “Plus, this might be the only chance I have at seeing the inside of one of these homes here.”

“Excellent!” Fancy clapped. “Shall we?” He asked, locking arms with Fleur.

“Lead the way,” Sweetie said with a bright smile.

‘Rarity and the agent training do great work for sex appeal,’ Sweetie thought. ‘This was almost too easy.’

They started to walk, heading to their home. They lead her to a beach house, sitting on a bluff overlooking the ocean.

“I went into the wrong line of work,” Sweetie said, letting out an impressed whistle.

“I think we can both agree to that, Agent Sweetie Drops.” Fleur grinned, zapping Sweetie with a spell before she could react.

“Shi-” Sweetie grunted before passing out. When she woke up, she was blindfolded and all of her limbs were tied to something.

“Ah!” Came Fleur's voice. “You're awake.”

“Ya know, I was kinda hoping the agency’s info was wrong for once,” Sweetie muttered as she tested whatever she was tied with. “You two certainly are convincing at that sweet married couple act.”

“I assure you my dear.” Fleur lifted her head up. “It’s no act.”

“Oh right because turning fillies into full grown stallions is the hot, new couples activity in Equestria,” Sweetie said, her voice oozing sarcasm.

“You just don't understand,” Fleur tsked.

“Then enlighten me,” Sweetie said.

“You see, my husband and I are Disciples of Chaos,” Fleur explained, “There's too much harmony going around these days.”

“So why not just fill a fountain with gelatin like all the other teenagers who say they’re Disciples of Chaos?” Sweetie huffed.

“You think too small. I assume you were sent to stop us?”

“Actually my mission was to just nab the recipe so the boys in the lab could make a cure, and find to out your plan. Nothing involving direct confrontation.” Sweetie shrugged to the best of her ability.

“Who am I to deny you.” Fleur held Sweeties mouth open with her magic, dropping a piece of candy in. Sweetie was about to spit it out, but then her face lit up. This was one of the best pieces of candy she had ever tasted! Before she knew it, the candy dissolved in her mouth and she swallowed. “That's a good girl.” Fleur cooed.

“So, I guess I’m gonna be a stallion,” Sweetie groaned.

“Actually dear.” Fleur popped another candy into her captive's mouth. “The effects are random.”

“...Considering who you and your husband are followers of, you would think I’d have seen that coming.” Sweetie sighed, rolling the candy around her mouth.

“Not as observant as you thought hm?”

“Forgive me if my mind isn’t in top shape after being conked out by your magic and tied down to what I assume is a bed,” Sweetie said.

“Quite astute.”

“So, how long does this transforming candy thing take?” Sweetie asked. “‘Cause I’ve got this uncle in Fillydelphia who’s in the hospital,” she lied.

“it's already working my dear.”

“Okay, and I know I’m gonna regret this, but what’s different? The mane, the coat?”

“Think broader dear.”

“I’m just asking since I don’t feel any different,” Sweetie said.

“Your now of the avian variety.”

“Are you saying I’m a griffin?!” Sweetie screeched, thrashing against her bonds.

“And a pretty one at that.” Sweetie gasped, feeling a hand caress a limb that had not existed moments before. “Maybe we’ll keep you? Put you in a nice, gilded cage.”

“Whatever.” Sweetie slumped into the bed she was tied to. “Not like I can go back to Ponyville like this. My cover’d be blown.”

Fleur clamped her beak shut. “Swallow your candy dear.” Sweetie didn’t object and swallowed the candy. “Good birdie,” Fleur cooed, squeezing Sweetie’s breasts. Sweetie let out a weak squawk and squirmed her legs a little.

“Does the birdie like?” Fleur asked, tugging on her nipple. Sweetie squawked again and nodded. “Good!” Fleur beamed, slipping another candy into her beak. Sweetie just swallowed the candy, not even bothering to taste it. “And here I thought it'd take longer to break you.”

“I can’t go back to the life I had before,” Sweetie said. “Not like this anyway. Plus, I can think of way worse things than having sex with you and Fancy Pants.”

“Well aren't you a smart one?”

“Not as smart as the two of you apparently,” Sweetie said. “You two knew who I was and managed to actually trick me.”

“You do have quite the reputation.”

“Do I even wanna know what you’ve heard about me?” Sweetie asked with a sigh.

“Nothing but good things I assure you.” Fleur reached down, rubbing her longer lips. Sweetie squawked again and rubbed her legs together. “We’re gonna have so much fun together.”

“I’m having a hard time disagreeing with you right now,” Sweetie said as Fleur continued to caress her.

“Does birdie want more candy?”

“That depends, would mistress like me to change more?” Sweetie asked.

“That I would.” She pushed a few of them into her beak. Sweetie carefully swallowed each of them one at a time.

“How do I look now, Mistress Fleur?” Sweetie asked.

“Very scaley, though your twin is most gorgeous.”

“Huh, being a dragon might actually be fun,” Sweetie said, her new tail wagging a bit. “Wait... twin?”

“Where am I?” a familiar sounding voice chimed in next to her.

“...So that’s what you meant,” Sweetie deadpanned. Fleur reached up, removing the blindfold. Standing next to Sweetie was a griffon version of herself, sporting a much nicer figure and a very erect cock.”Whoa, that’s some very effective candy,” Sweetie said, blinking from the sudden brightness.

“This is weird...” the griffon muttered.

“Not as weird as the mission in Saddle Arabia,” the dragon offered.

“Sit birdie,” Fleur commanded. The griffon Sweetie sat down on the edge of the bed. She then looked at Fleur and awaited further orders.

“Please your sister.” Fleur smirked. The griffon climbed between dragon Sweetie’s legs and dragged her tongue across her folds. Sweetie moaned, squirming around. This spurred griffon Sweetie on as she continued to lick the dragon. Fleur watched eagerly, sliding a hand under her dress. The two Sweetie’s didn’t notice as the griffon started to grope the dragon’s ass as she buried her beak into the dragon’s lower lips.

“O-oh Faust!” Sweetie moaned, her tongue hanging out.

“Yeah, I know what you like,” griffon Sweetie said, squeezing her twin’s scaled ass. She then nipped her twin’s clit. Sweetie moaned, arching her back. The griffon continued to nip and lashed her tongue against her twin’s clit.

“You put on quite the act...” Fleur moaned, an erection sticking out from her crotch. This caught the two Sweetie’s attention as they regarded the throbbing length.

“So… has that thing been used on Fancy?” They asked in unison.

Fleur just smiled at them.

Griffon Sweetie took a breath, looking at her twin. “You up for playing along?” She whispered.

“I was thinking about it,” dragon Sweetie replied.

Griffin winked, nipping at her clit. Dragon Sweetie moaned and arched her back. Fleur moaned, stroking her erection. Griffin reached up, slowly untying Sweetie’s hand. Fleur didn’t seem to notice as she watched Griffon Sweetie eat out her twin. She moved her hand down, untying her leg. Fleur bit her lip as she stroked herself faster. Griffin freed aher other leg, licking along Sweeties shaft.

“Mmm, you two are going to be a treat to keep around,” Fleur said as her horn glowed and and her dress was pulled off. “Fancy is going to love the shows you put on.” Her magic then started to tease her lower lips.

“I-I bet...”Sweetie moaned, looking down at the griffon. The griffon nodded and subtly freed the dragon’s other hand. Just as they were about to turn and jump at Fleur, they were stopped by two quick zaps of magic, paralyzing them.

“Such naughty pets.” Fleur frowned.

“H-how are you so proficient in magic?” Griffon Sweetie grunted. “You’re a model.”

“I'm also a chaos priestess.” Fleur smirked.

“Our info team needs a revamping,” Dragon Sweetie muttered.

“Still, you need to be punished.” Fleur levitated over some bondage gear, wrapping Griffon up. Griffon grunted and squawked indignantly, but couldn’t resist thanks to the spell.

Fleur hummed, pushing a vibrator into her, turning it on. She smirked at her muffled moans, sliding a ring down to the base of her erection. “Can't have you cumming without permission.” Dragon Sweetie gulped, wondering what Fleur had in store for her as she watched her twin let out muffled moans and twitched weakly. Fleur went further, placing clamps on her nipples and clit.

“Now, open wide.” Fleur grabbed a few more candies, looking at Sweetie. Dragon Sweetie snuck a quick glance at her twin before opening her mouth. “Good girl.” She popped them into her maw.

Sweetie shuddered, watching as another version of herself pulled away from her, staying a dragon while she became a Diamond Dog.

“Wh-where am I?” the cream colored dragon asked while she whipped her head around the room.

“I should start labeling you, don't you think Sweetie Drops Prime?”

“It is starting to get a bit confusing,” Sweetie Prime agreed. Fleur conjured up some collars, sliding them onto their necks, labeling them 1-3.

“And I wouldn’t try anything again,” Fleur said as she looked between the three Sweeties. “Those collars will punish you if you try to escape or harm your master and mistress.”

“Oh come on...” the dragon muttered, tugging at her collar.

“I prefer to cum in rather than on,” Fleur said as she shot Sweetie 3 a seductive look. Sweetie 3 blushed, looking at her. “And it sounds like you’re not opposed to that either.” Fleur smirked and beckoned Sweetie 3 over with a finger. She got up, walking over. “Do you want your mistress to fuck you?”

“Y-yes...” she nodded.

“Then get on your hands and knees,” Fleur commanded. “And raise that tail up high.” Sweetie 3 did so, presenting herself. Fleur licked her lips and got behind Sweetie 3 and teased her lower lips. The dragon moaned, biting her lip. Fleur then thrusted into the dragoness, hilting her length in one smooth motion.

“This is not going well...” Sweetie gulped, watching them.

“Mmph!” Sweetie two grunted as her body thrashed around.

“How do I get out of this?” Sweetie looked around, desperate for an escape.

“You don’t,” Fleur said as she started thrusting into Sweetie 3. “But don’t worry, you’ll enjoy your time with us.”

Sweetie whined, increasing her frantic search. Fleur rolled her eyes as she continued to thrust into the moaning dragoness.

“Did you forget what I told you about your collar?”

“I’ll get out of here, you hear me?”

“I’m looking forward to your attempts,” Fleur said. “It will mean I’ll get to punish you in fun ways.”

Sweetie growled, baring her fangs.

“Attack me and that collar will make you regret it,” Fleur reminded her as she pulled on the base of Sweetie 3’s tail as her hips jackhammered into the dragoness. Sweetie leapt at her, tackling her off 3. The collar on Sweetie started to glow and a shock coursed through her.

Sweetie howled in pain, her body freezing up.

“I warned you.” Fleur sighed as she picked herself up. “Sweetie 3, are you okay?”

“I'm okay.” The dragon nodded.

“Very good,” Fleur replied with a smile. “Shall we pick up where we left off before we were so rudely interrupted?” 3 nodded again. Sweetie watched, managing to crawl a bit away. Fleur lit up her horn and cut off the shock as she plunged back into Sweetie 3. Sweetie let out a sigh of relief, nearly collapsing on the ground. “Tell your sisters how it feels to follow orders,” Fleur whispered in the dragon’s ear as she gently squeezed the base of her tail.

“So good!” 3 moaned, bucking back against her.

“And would you like your master and mistress to make you feel like this all the time?” Fleur asked giving the back of 3’s neck.

“Yes!” She cried out. Sweetie pulled herself to her knees, spotting a few stray candies laying on the table.

“Such a good girl~” Fleur cooed. She moved her hands up, giving 3’s breasts a squeeze. Sweetie looked over her shoulder, quickly snatching up the candies.

‘Here goes nothing,’ Sweetie thought as she swallowed the candies. She made sure to save a few just in case. Shudders ran through her as Sweetie 4 split from her, staying a diamond dog as she turned into a zebra. Suddenly, another collar popped into existence and snapped around Sweetie 4’s neck.

“Oh, silly me,” Fleur said, not slowing down her thrusting. “I forgot to mention that the spell on your collars are set to create a new one around any duplicates created.”

“It was a good plan...” 4 offered.

“Yeah, but in hindsight, it’s kinda obvious she’d have a plan for that kinda thing.” Sweetie sighed.

“We still have some left,” 4 pointed out.

“Should the both of us eat them and see if something other than more of us pop out?” Sweetie asked, holding out half the remaining candies to 4. “Maybe there’s something that’ll help us get out,” she whispered.

“You try that, I got something special in mind for these.”

“Okay.” Sweetie then swallowed her half of the candies. She moaned, watching as a second erection sprouted from her crotch and what looked like chocolate milk starting to leak from her breasts. “...Well, more clones didn’t pop out,” she said, a confused look on her face.

“Is that chocolate milk?”4 asked.

“That would appear to be the case.” Sweetie sighed. “So much for that idea.”

“At least those are pretty interesting changes.” 4 offered. Sweetie glared, letting out a snort. “What, like you don’t wanna try using both those things on a mare?” 4 asked with an incredulous look.

“That's not the point and you know it.”

“I’m just trying to look on the bright side.” 4 shrugged.

“If we don’t get out of here, the two of them are going to turn us into sex crazed bimbos.”

“That basically sounds like what we already were,” 4 pointed out. “We’d just be with significantly less partners.”

“I am not a bimbo!” Sweetie huffed.

“Uh huh, and how many sexual partners have you had?” 4 asked with a quirked brow.

“You're supposed to be on my side!!” Sweetie growled.

“I am on your side,” 4 replied. “But I’m also just being honest. Plus, we like sex, nothing to be ashamed of there.” Sweetie huffed, crossing her arms.

“The two of you argue like an old married couple,” Fleur said, standing up from a content looking 3.

“Oh screw off.” Sweetie rolled her eyes.

“Now there’s an idea,” Fleur replied with a smile as she strode up to Sweetie. “Wanna see how well you can use those things?~”

“No I don’t.” sweetie glared into her eyes.

“Aww, don’t be such a party pooper.” Fleur pouted. She then walked over to 2 and pulled the vibrator and gag out of her. “How about you birdie? Do you want a chance to use that new piece of meat of yours?”

“I’m, gonna... kill you...” 2 panted, dripping on the floor.

“I’ll let you cum inside me and spank me~” Fleur offered with a sweet smile. 2 gave a weak hiss, looking at the ground. “Is 3 the only good one amongst you?” Fleur pouted and turned back to the dragon. “3, would you like to use your erection on me?”

“O-okay...” 3 nodded, still tired out.

“Since you’ve been so good, that wasn’t an order but a question,” Fleur said. “Feel free to say no if you want.” 3 nodded, laying her head back down. “Well, it seems three of you need more time to adjust to all of this. 3, you may join your master and I in the master bedroom.” Fleur helped 3 to her feet. “Fancy and I will see the rest of you tomorrow.”

“Go choke on a dick,” Sweetie scoffed.

“Fancy does love when I blow him,” the unicorn retorted, walking out of the room with 3. When she was gone, the bindings holding 2 disappeared.

“Oh thank Faust...” 2 muttered, rubbing her wrists.

“Well, now we’ve got three heads to put together for an escape plan,” Sweetie said.

“I’m up for that.” 4 nodded.

“Well, the collar is our biggest obstacle,” 2 offered. “We’ve gotta do something about that before anything else.”

“Any ideas on that?” Sweetie asked, trying to ignore her throbbing crotch.

“Going at it physically would only result in us getting one tartarus of a shock,” 4 noted, stealing glances at 2’s crotch as well. “And considering that these things are likely made with chaos magic, regular magic may have little to no effect at best.”

“I still have a piece or two of that candy...” Sweetie offered.

“At least that’d be better than doing nothing,” 2 grumbled.

“Should I...?” Sweetie asked, looking at the pieces in her hand.

“It’s our best bet at the moment,” 4 said. “Unless you want to try thinking of something else?”

“Well... here goes...” Sweetie gulped, downing one of her two remaining candies. The other two watched, waiting for the transformation. Sweetie started to glow and a zebra split off from her. Sweetie was left as a deer version of herself, still sporting two dicks and chocolate milk in her breasts.

“Woah...” 5 said, looking between the others. A collar then latched around 5’s neck.

“And another one joins the party.” 2 sighed.

“Should I pop the last one?” Sweetie asked dejectedly.

“Let me do it,” 4 said as she took the candy. “I think you’ve had enough transformations today.” She popped the candy in her mouth and swallowed. 4 let out a groan, 6 splitting off from her, being a siren.

“Hi!” 6 beamed in a chipper tone.

“Hi...” 2 replied, curling up on the bed.

“2 might have the right idea,” 4 said as she joined 2 on the bed. “Sleep might help us clear our minds to come up with a plan.” Sweetie sighed, climbing into bed with them. 6 joined in as well and snuggled up to Sweetie.

“Is there enough room for me?” 5 asked, gazing at the bed.

“There is if we cuddle in close,” 4 noted as she got the others to scoot up against one another. 5 smiled, climbing in with them.

“Well, at least this is comfy,” Sweetie said. “Even if 6’s dick is poking at my ass.”

“Sorry!” The rest of the group rolled their eyes as they tried to get some sleep.

“Time to wake up girls!” Fancy called, walking into the room.

“Let me guess, we’ve gotta follow some order before we’re allowed to eat breakfast?” Sweetie sat up and rubbed the sleep out of her eyes.

“I’d never be so heartless.” Fancy snapped his fingers, a servant wheeling in a long cart, stuffed to the brim with food.

“Looks like you’re the good cop to Fleur’s bad cop,” 2 noted, glaring at the servant and the food.

“Please, eat,” Fancy insisted, gesturing to the cart.

“You eat some of it first,” Sweetie insisted. “How do we know that you didn’t put something in there to make us more agreeable?”

Fancy rolled his eyes, grabbing a donut off the cart, taking a big bite out of it. “Satisfied?” They shared a look before they all grabbed food and started eating. They all then stared at Fancy, waiting for him to do something. “What?”

“We’re just waiting to see what you’ll do,” Sweetie said after swallowing a bite of quiche.

“Just eat up alright?”

“Oh yeah because letting our guard down in front of our kidnapper is a great idea.” 2 rolled her eyes.

“I'll take my leave for now then.” Fancy turned, leading the servant out of the room.

“Does anybody have an idea yet?” 4 asked.

“Don’t you still have a bunch of candy left?” Sweetie asked, looking at her.

“I guess I could give it another go,” 4 agreed, swallowing one of her candies.

“That's... not what I meant at all...” Sweetie sighed, watching 7 split off, appearing to be a tatzlpony.

”Are you thinking I should try and feed some of these to our captors?” 4 asked, looking at her remaining candies.

“Yes 4 I am.” Sweetie nodded.

“Hey yeah,” 6 said. “If they transform into another species they won’t be able to do magic anymore.”

“Exactly.” Sweetie grinned. “We just gotta hope they haven’t broke 3 completely.”

“And how do we get them to eat the candy?” 7 asked. “If we do anything to them we get shocked.”

“Give them what they want,” 2 said, “And just pop it into their mouths when they're too distracted.”

“Then I guess we just wait for them to wanna try and bang us,” 6 said, getting comfy on the bed.

“Yup.” 7 nodded, testing out her tongues.

“Those things are creepy,” 4 said.

“They are not.” 7 pouted, glaring at her.

“Can we not start a fight with each other?” Sweetie asked. “We’re a team here.”

“Sorry...” 7 withdrew her tongues, closing her mouth.

“So, how do we pass the time until they get here now that we have a plan?” 4 asked.

“I dunno.” 6 grinned. “Anyone up for a little self-cest orgy?” The group all shared a look.

“Well, what’s the worst that could happen?” Sweetie asked as she started stroking herself to erection.

“One of us getting knocked up,” 7 pointed out.

“Oh please, none of us are in heat,” 2 waved off. “It’d be next to impossible for one of us to get pregnant now.”

“We don't know if the candies changed that,” 5 argued.

“I think it’s worth the risk,” 4 said.

“I’m not liking that idea at all...” 5 frowned.

“Then you don’t have to put anything in your pussy,” 7 said.

“She does bring up a good point...” Sweetie paused, rubbing her chin.

“Look, if we’re gonna do something let’s just do it,” 2 said. “I got blue balled hard last night and I’m horny.” 7 snaked a tongue over, wrapping it around 2’s erection. 2 moaned a bit, relaxing. “Okay, the tongues look freaky, but feel so good.” 7 smiled, keeping it up. The others watched and bit their lips, getting turned on by the impromptu show. 7 winked, wriggling her two remaining tongues. 6 and 4 went over to her without hesitating waiting for 7 to make the next move. She wrapped up their erections as well, stroking them. The three moaned in unison and started to buck against the stroking tongues.

“That's something you don’t see every day,” Sweetie commented, entranced.

“No, it really isn’t,” 5 agreed, her expression matching Sweetie’s.

“So...” Sweetie spoke, looking at 5.

“Wanna try something with each other like they are?” 5 concluded, biting her lip.

“I mean...” Sweetie gulped,rubbing her legs together.

“We could 69,” 5 offered. “No chance of pregnancy that way.”

“Works for me.” Sweetie laid down, looking up at her. 5 positioned herself so she was eye level with Sweetie’s twin erections. 5 took a deep breath and took the tip of one into her mouth and swirled her tongue around the head. “Oh yeah...” Sweetie moaned, licking her tongue along 5’s own erection. 5 moaned softly as she took more of Sweetie into her mouth, tracing the veins with her tongue. Sweetie licked at the tip, working it into her mouth. The two moaned in unison as 5 wrapped her hand around Sweetie’s other erection and started to stroke it.

“You girls aren’t gonna return the favor?” 7 asked, her speech perfectly clear despite her tongues being occupied.

“I’ll take care of you,” 6 said. “Just position yourself in a way that I can get at the fun bits.” 7 obliged, winking back at 6. 6 practically leapt onto 7 and wrapped her lips around the tatzlpony’s erection. 7 moaned, arching her back.

The pile of Sweeties were too busy to notice Fleur watching from the door.

“Do you have the camera, dear?” Fleur whispered. “We could make a hefty sum of bits selling this footage.”

“Already recording.” Fancy smirked.

“Good, we can donate the money to several charities,” Fleur said with a smile. “The primary one being to our fellow disciples.”

“Of course.” He leaned down, giving her a kiss. “Shall we join them?”

“Hmm, they do appear ready to try having fun with us,” Fleur said with a slow nod. “I call dibs on the tatzlpony.”

“Why am I not surprised?”Fancy chuckled, starting to disrobe.

“Oh please, I saw the way you were eyeing the griffon one,” Fleur said as she shrugged her clothes off.

“She has nice plumage.”

“Oh ladies~!” Fleur called out.

The Sweeties paused, looking at them.

“Who would like a go at mistress?~” Fleur cooed, striking a pose for them.

“I would,” 4 said, winking at her.

“Hmm, I have never been with a diamond dog before,” Fleur said as she tapped her chin. “Very well, come give mistress some loving.” 4 smiled, pushing Fleur onto her hands and knees, thrusting into her. Fleur moaned and bucked back into 4.

“Very nice,” Fancy said as he watched the two. “And who would like to have some fun with master?”

“I suppose I can,” 6 said, looking him over.

“Splendid,” Fancy said as he held a hand out to her. She took it, getting to her hooves. 6 licked her lips, looking at his crotch. “Do you like it?” He whispered in her ear before nipping it. “It’s yours to do with as you wish for the day.” She kneeled down, giving his erection a long lick. Fancy groaned and stroked the top of her head. “That’s a good girl.”

4 grinned, grabbing the candies from their hiding spot. Fleur didn’t seem to notice as she moaned beneath 4. “Say ah..” 4 whispered in her ear shoving one of them into her mouth, clamping it shut. Fleur’s eyes widened as she struggled beneath 4. Her horn glowed and 4’s collar activated. 4 grit her teeth through the pain, not releasing her hold on Fleur’s muzzle. Fancy looked up from 6 and picked 4 up in his magic and tossed the diamond dog onto the bed.

4 yelped, shaking her head quickly. Fleur let out a sigh of relief as she spat the candy out.

“Not a bad plan,” Fancy said. “Though you neglected to go after both of us.”

“Not really~” 7 sing songed, forcing a tongue into both their mouths, having snatched up some of the loose candy. 2 and 5 quickly wrapped their hands around the pairs horns. The couple’s eyes widened as a candy was forced down their throats.

“Not so high and mighty now are you?” Sweetie asked, grinning at them. Fleur and Fancy shared a look as they waited for the candy to take effect.

Fancy let out a throaty moan as his body shimmered, slimming down and becoming rather feminine. His mustache then disappeared and his hair lengthened as a pair of breasts slowly swelled up on his chest.

“Looks like you’ll need a new name,” 7 teased, winking at him.

“It seems you’re right,” “Fancy” said as her horn lit up and all of them received a shock.

7 grinned, removing her tongue from Fleur’s mouth. The mare was shrinking in size, her horn shriveling away, being replaced by a pair of antenna.

“Fancy!” the tiny breezie cried, letting out an eep as 7 wrapped a tongue around her and withdrew the squirming mare into her mouth.

“So it seems you wish to negotiate.” Fancy huffed and cut off the shock.

“Yes, your unconditional surrender,” Sweetie demanded, narrowing her eyes.

“And 7 will eat my wife if I don’t agree,” Fancy guessed.

“Exactly.” Fancy huffed and the collars were removed from them. “Now put one on.”

“I was not expecting you to be one for revenge.” Fancy put on Sweetie’s collar.l

“It’s to keep you in line.” She poked his chest. “Now be a good girl and get me a jar and an ice pick.” Fancy complied and the pair of items popped into the room. Sweetie grabbed the jar and unscrewed the lid, holding it in front of 7’s mouth. 7 put Fleur into the jar and Sweetie put the lid on and poked air holes for the breezie.

Fleur glared from her prison, covered in saliva.

“Now, go get 3, and she better not be broken,” Sweetie growled, snorting.

“Oh 3!” Fancy called out with a roll of her eyes. A few moments later and the dragoness strode in, her collar not around her neck as she wore a robe and sipped at a mug of cocoa. She blinked at the sight as she entered the room.

“Oh uh… looks like you girls got the collars off.”

“No thanks to you,” 2 shot back. 3 shrugged.

“Hey, I’m a friggin’ clone. I don’t have a normal life to go back to. So if all I have to do to live in the lap of luxury like this is to get spitroasted by two sexy ponies, I’ll do it.”

“You're not ‘just a clone,” Sweetie assured them, taking stock of the various forms of Sweetie Drops in the room.

“My point still stands about living the good life,” 3 said. “Seriously, even between the two jobs you have and Lyra’s work we don’t come close to having half this stuff.”

“So you’re content to just be a sex slave?”

3 shrugged again. “Despite these two being Disciples of Chaos, they’re pretty okay if you get to know them.”

Fancy smirked. “Not as in charge as you thought are you, Agent Sweetie Drops?”

“Fancy, let them go,” 3 said. “There’s other ways to spread chaos rather than random transformations.”

“Oh but it's so effective.” Fancy frowned.

“Yeah, but if you don’t let them make the cure, you won’t be a father like you and Fleur planned,” 3 pointed out, poking a claw at Fancy’s lower lips

“Fleur still has the right equipment.”.

“Fancy, she’s a breezy right now.” 3 thrusted a claw at the jar containing Fleur. “You’d kill her if you try having sex with her as she is. Especially considering the first heat is the most intense.”

“I’d rather not be a fairy,” Fleur squeaked.

“See,” 3 said. “Now let the other Sweeties go so they can have the boys in the lab make the cure so you and Fleur can go back to normal. And we can have a big threesome in celebration.” She winked and let her long tongue hang out of her mouth.

“Why are we letting him decide?” 7 asked, wrapping her tongues around Fancy, lifting him into the air, “He’s the one with the collar.”

“Alright,” Fancy huffed. “The tongue lifting was unnecessary. 3’s argument was compelling enough.” Fancy winked. 3 grabbed Sweetie from behind, forcing more candy into her mouth. Sweetie groaned and morphed into a changeling queen, leaving 8 as a deer.

“Actually, I don’t think I’ll take that cure now,” Sweetie said in a reverberated voice as she looked herself over. “Being able to turn into anyone would come in handy for the job.”

“Heck, we might be able to get a Sweetie Drops of every race!” 6 suggested.

“True, but now we’ve got a big advantage,” Sweetie said as her horn lit up with pink energy and lifted up 3. “Magic.”

“Oh ball-” Fancy squirmed as 7 shoved a tongue in his mouth. Another was lapping at his breasts while the other poked at his snatch.

“7, you have fun with Fancy,” Sweetie said with a fanged smile. “I’m gonna go get the recipe we came here for.” She walked out of the room and swayed her hips.

“Hello, my name is Sweetie 9 and I’m a naga pony.”

A chorus of voices chimed out, “Hi Sweetie 9.”

9 gazed around the room, seeing at least twenty versions of herself, each a different species. It had been 2’s idea originally, to hold a support group for the various Sweeties, both to help them adjust to life beyond the one they remembered from Sweetie Prime, and to help with the species change. Sweetie Prime looked around the room and smiled. Like she had said, she had refrained from taking the cure and remained a changeling queen. Though to Lyra she was still normal Bonny.

Initially, there had been some concern that the clones would only exist temporarily. Thanks to some quick work by Discord, who was both flattered and disgusted that he had a cult, none of them had to worry about suddenly not existing.

“I now own my own salt water taffy shop by a beach,” 9 said. “I like the sun and the feeling of the sand on my scales.”

“Do you have anyone special?” Lyra asked, acting as the Sweetie clans councillor. Of course she had been VERY upset that Bon Bon had lied, not only about her ‘Uncle’, but about being retired from service. Still, she had taken it upon herself to help out, always wearing an easy smile.

“I’ve been flirting with a minotaur surfer,” 9 replied with a blush. “He still comes by the shop even after I told him about having both sets of genitals.”

“Does this minotaur have a name?” Lyra pressed gently.

“Steel Will,” 9 answered. “He’s a real sweetheart.”

“I’m glad you found someone. If you want, you can have him tag along for the next session.”

“Well, one of us will have to ask the other out first.” 9 chuckled weakly.

“I know you can do it 9.” Lyra smiled. “Anything else you want to talk about?”

“I think I’m good.” 9 slithered off and was replaced by another Sweetie.

“Hi, I’m Sweetie 11 and I’m a breezie.”

“Hi Sweetie 11,” the group replied in unison.

“How have you been 11?” Lyra asked, careful not to raise her voice too loud.

“I’m fine, I’ve finally gotten used to life in the breezy village,” 11 answered.

“Do you like it there?”

“It’s an alright place.” 11 shrugged. “They’ve got good booze there so that’s a big plus. Oh, and I’ve got a male and female breezy vying for me, so that’s been pretty entertaining.”

“Do breezies herd?” Lyra asked curiously.

“I haven’t asked,” 11 admitted. “But if they do, then I’ll be bringing two guests to the next meeting.”

“I’ll make sure to have that translation spell ready.” Lyra smiled, gently patting her head. 11 nodded and glided back to her seat. She was replaced by yet another Sweetie.

“Hi, I’m Sweetie 3, and I’m a dragon.”

“Hi Sweetie 3,” the group greeted.

“I’ve actually got big news to report,” 3 said with a smile, proudly displaying a ring on her finger.

Gasps went up everywhere, with Lyra’s smile increasing. “So, who's the lucky pony?”

“Well, it’s Fleur and Fancy,” 3 said. “I’ve been modelling with her since the company she works with jumped at the chance to have a dragoness model.”

“How have the three of you been? Have they been following their probation?”

“Yep, I’ve been keeping them in line,” 3 said with a bright smile. “I’ve kept their chaos worship limited to minor pranks. So I know everyone here aren’t big fans of the two, but I’d like it if you all could make it to the wedding.”

“I’d be happy to attend 3.” Lyra nodded

“Thanks Lyra,” 3 replied. “Sweetie Prime, would you be the best mare?”

“Me?” Prime blinked, looking at her.

“Well, you are one of the reasons that I exist,” 3 pointed out. “And since you and the others helped make the less crazy Fleur and Fancy possible I thought you’d be a good choice.”

“I...I’d be honored 3.” Prime smiled.

“Thanks.” 3 returned the smile. “You might also be godmother if we play our cards right. The honeymoon is scheduled during heat season.” Prime couldn’t help but smile wider.

“Gonna expand the Drops line huh?”

“Someone’s gotta do it,” 3 said, smirking at Prime.

“And what’s that supposed to mean?”

“Oh nothing~” 3 chuckled and smirked as she subtly tilted her head toward Lyra. Prime pouted, crossing her arms.

“So when’s the wedding?” Lyra asked, oblivious to what 3 was indicating.

“In about a month, we’re hoping Discord will come too.”

“Ugh, so we’ve got a month to get a dress?” 11 huffed.

“Sorry...” 3 chuckled sheepishly, rubbing her neck.

“Don’t worry, we’ll think of something,” 7 said.

“Anything else?” Lyra asked.

“Nah, I just wanted to show off the ring and tell you all about the wedding,” 3 said and walked off.

“Anyone else?” Lyra asked, looking around the group. They all looked between each other and shrugged. “Then, I guess we’ll see each other next week.” The group all smiled and got up from their chairs to leave.

“That went well,” Sweetie commented, watching them file out of the room.

“Yeah, they’re all adjusting to their new live rather well,” Lyra agreed as she jotted down the last of her notes. “And we’ve got a wedding to go too. Let’s hope it goes better than Cadance’s and Shining Armor’s.”

“Yeah...” Sweetie rubbed her neck, looking down at Lyra.

“So, are they gonna send you on another mission soon?” Lyra asked.

“I asked for a few months off actually.”

“I guess you earned that much all things considered.” Lyra chuckled. “Wanna see if we can have an actual fun vacation without being interrupted by an “Uncle”?” she asked with a smirk.

“Well...” the queen buzzed her wings, shifting uncomfortably.

“Is something wrong?” Lyra asked with a tilt of the head.

“I um...” Sweetie sighed. “Faust, I suck at this...”

“Suck at what?” Lyra asked, her confusion growing.

“Monogamy...” Sweetie muttered, clearing her throat, “So um... Lyra would you..?” Lyra started to grin.

“Go on, finish that thought,” the unicorn encouraged.

“...Go out with me...?” Sweetie asked quietly. Lyra smirked and held a hand up to her ear.

“I’m sorry, I didn’t quite catch that. Did you say something?”

“Come on Ly...” Sweetie frowned, crossing her arms.

“Oh, I’m sorry Queen Bon Bon, but I think I’ve earned the right to tease you after you returned to your life as a secret agent without telling me,” Lyra shot back. “But to answer your question.” She pulled Sweetie down into a passionate kiss Sweetie stood there in shock for a moment before wrapping her arms around the unicorn, deepening the kiss. After a minute or so of kissing Lyra pulled away to ask, “Wanna give your new set of twins a test drive?”

“I dunno Ly, I kinda figured we’d take it slow, I don’t want to ruin our friendship.”

“Bon, if you lying to me about your job twice didn’t ruin our friendship, nothing will,” Lyra retorted. “And I can tell you want it too.” the unicorn smirked and poked at one of Sweetie’s scorpion-like tails.

Sweetie shifted on her hooves. “I mean... I haven’t had any practice with them...”

“Then let’s fix that,” Lyra replied with a smouldering look. “Or has Agent Sweetie Drops found a mission she can’t handle?”

“Oh you are such a tease,” Sweetie laughed, giving her a smile.

“You know you love it~” Lyra wiggled her eyebrows. Sweetie rolled her eyes, leaning down to pull the unicorn into a kiss. Lyra returned the kiss, her tail swishing happily behind her. She pulled away after a minute. “Shall we take this back to the house?”

“Of course.” With a burst of flame, Sweetie assumed her original form, holding her hand out. Lyra took it and the two of them walked out into the streets of Ponyville. “You’ve taken this all pretty well.”

“Well, I wanted to be angry,” Lyra admitted. “But then I thought it over and realized that you love your job. Just like I love mine. Plus, being kidnapped was plenty punishment for you.”

“I feel really bad for Sweetie 20, she’s literally the only normal Sweetie Drops.” 20 was the Earth Pony of the group, and was having the hardest time adjusting.

“I’ve been looking into things to help her,” Lyra said. “I think she’ll do fine soon enough.”

“Ly, she’s literally me.” Sweetie frowned. “Okay, that sounded dumb. What I mean is, while the others are me, they’re all unique species wise, but 20 is the only one that could resume the life she remembers with no trouble at all.”

“I know what you mean,” Lyra said. “And I’m looking into counselling methods and other things for her seeing as she can’t exactly slip into your life.”

“Thanks for that Ly, really. You being everyone's anchor and all that. Means a lot.”

“I can’t just let all of those Sweeties be left alone,” Lyra said. “ They’re you for Faust’s sake. If I can help them start their own fulfilling lives, I will. And I think 3, 9, and 11 are signs that the meetings are working.”

“You're amazing you know that?” Sweetie smiled, giving Lyra a nuzzle.

“I’ve gotta be to keep my secret agent marefriend interested.” Lyra chuckled, returning the gesture.

“I dunno, I’ve been thinking of retiring. Settle down, lay a few eggs, expand the candy business. What do you think?”

“Sweetie, if that’s what you really want, I’ll support you all the way.” Lyra gave the disguised queen a serious look. “But don’t think you have to do that for my sake. I know you love being an agent and will support you wanting to continue being one too.”

“I couldn’t do that to you Lyra,” Sweetie said, looking into her eyes, “Besides, starting a whole new hive of changelings sounds fun.”

“If that’s what you want,” Lyra gave her a peck on the lips, “I’d be willing to oblige. My mom has been on my case about grandfoals lately.”

“Even changeling ones?”

“Her exact sentiments were I could bring a manticore home for all she cares. She just wants something to spoil and cheeks to pinch.”

“Then she’s gonna get a lot of em!”

“And you said you wanted to take it slow,” Lyra teased as she unlocked the door to their home and quickly ushered Sweetie inside.

“Eager huh?” Sweetie laughed, dropping her disguise.

“I’ve been wanting to be with you for a long time. So forgive me if I seem eager.” Lyra pouted and glared playfully up at Sweetie, her cheeks puffing slightly.

“And what if I don’t wanna?” Sweetie smirked down at her.

“Then I’ll just go to my room, put on some music, break out Old Reliable and moan the night away,” Lyra retorted with a smirk of her own.

“Sounds rather lonely to me.”

“Good thing I got you then, isn’t it?” Lyra asked. “Now, do you wanna keep talking, or would you rather get started on that hive you mentioned earlier?”

“Oh yes.” Sweetie smiled, licking the tip of Lyra’s horn. “Is it alright if I feed?” Lyra shivered from the action and smiled.

“Consider me an all you can eat buffet tonight,” Lyra replied with a grin.

“Oooh that's a tempting offer.” Sweetie licked her lips, looking at her with a predatory grin. “I might just cocoon you and save you for later.” Lyra blushed a bit at that.

“Okay, that sounds both scary and sexy,” the unicorn said. “I might just let you cocoon me.”

“You sure about that?” Sweetie asked, running her tongue over her fangs.

“Yeah, I wanna see everything the new you has to offer. Plus, I know you’d never hurt me.” Lyra gave her a warm smile.

“You're too good for me.” Sweetie pulled her into another kiss, starting to feed on her. Lyra moaned into the kiss and added her tongue into the mix as the two fell onto their living room couch.”Lets get you out of those nasty clothes.” Sweetie went about disrobing her, whistling at her naked body.

“Turns out running from the insanity of the week in Ponyville does wonders for my figure,” Lyra joked, posing for the queen. Sweetie giggled, nibbling on her ear. “Come on, stop teasing,” Lyra whined, rubbing her legs together.

“Why should I? I’m a big bad bug and you're just a puny pony,” Sweetie teased.

“A big bad bug who needs my love to feed on,” Lyra pointed out with a smirk. “Now don’t make me bust out the fly swatter on your hole filled ass.”

“Oh yeah?” Sweetie reached down, pinching Lyra’s clit. Lyra gasped and shuddered from the rough touch as her lower lips moistened. “Not so high and mighty now are ya?” Lyra smirked and her horn glowed. Her aura then spread to Sweetie’s pussy as the magic started to tease the queen. “Oh sneaky... but how about this?” Sweetie leaned down, spitting some goo on Lyra’s crotch, preventing any further stimulation.

“Hey, no fair.” Lyra pouted, looking at her crotch. “Guess you gotta finish the job now, huh?” Lyra got off the couch. “There we go, can’t let that stuff ruin the couch.”

“Did you know, I can do this~” Sweetie lit her horn, sending vibrations through the goo. Lyra moaned and started groping her breasts to further stimulate herself.

“No, but I’m glad I learned.”

“Ah, ah, ah.” Sweetie grabbed her hands, putting them over her head, encasing them in goo.

“Oh you bitch,” Lyra growled playfully. “Can’t let me have any fun, can you?”

“Nope.” Sweetie winked, rubbing Lyra’s breasts, getting her nipples nice and hard. Lyra moaned softly. “You like?” Sweetie asked, covering them in goo.

“I do, but I think I’ll like the main event way more,” Lyra said.

“Then tell your queen what you want,” Sweetie demanded, spanking her ass. Lyra moaned, lifting her tail to give Sweetie more room for the next swat.

“I want to be your broodmare!” Lyra shouted. “I want to give birth to an entire hive of drones and even future queens!”

“Louder!” Sweetie growled, delivering another hard spank.

“I want you to fuck me full of your children!” Lyra screamed. “I want to spend the rest of my days pleasing you and birthing your hive!”

“That's better,” Sweetie purred, nipping at her neck. Lyra moaned and exposed her neck to her queen.Sweetie gave it a light bite, and with a sudden motion, pierced Lyra’s crotch covering with a stinger.

“What, not gonna finish putting me in the cocoon?” Lyra asked, shuddering from the dual stimulation.

“Not yet.” Sweetie moved her tail, quickly picking up steam. Lyra moaned and her knees buckled, threatening to go out on her. Sweetie grinned, wrapping her arms around her, grabbing her breasts.

“Mmm,” Lyra moaned, thrusting her chest into Sweetie’s hands. “Yes, use me as you wish my queen. I live to please you.”

“That's a good slut.” Sweetie lifted her other tail up, holding it at Lyra’s mouth. Lyra started to kiss and lick the tail with gusto. She then tried fitting what she could of it into her mouth and suckled on the appendage. “Oh yeah... keep that up...” Sweetie moved both tails, squeezing and kneading her breasts. Lyra moaned and shuddered, her juices dripping on the floor as she tended to the tail in her mouth. Sweetie licked her lips, feeding off the love radiating from Lyra. “You taste so good Lyra...” she husked, “You’re the sweetest candy I’ve ever tasted.” Lyra looked over her shoulder at Sweetie with shimmering eyes, showing her appreciation at the compliment without slowing her ministrations.

Sweetie groaned, nuzzling her neck. “This feels so amazing. I suppose I should send those crazy chaosites a thank you letter.” Lyra held a hand up and moved it side to side in an “Eh” gesture. “I suppose you're right.” Sweetie increased her pace, shuddering at the flow of lust. Lyra’s eyes nearly rolled into the back of her head from the pleasure. She shuddered, glad that Sweetie was holding her up or else her knees would’ve given out. “Oh Faust I’m close...” Sweetie shuddered. This caused Lyra to lick and suck the tail in her mouth even harder, her tongue lashing at the most sensitive spots. Sweetie let out a long drawn out moan, both tails firing ropes of cum into the captive unicorn. Lyra let out a muffled moan, cumming hard and swallowing the cum jetting into her throat.

“Good girl...” Sweetie panted, leaning back against the wall.

“Best. Orgasm. Ever.” Lyra said with a dopey smile as she leaned her head against Sweetie’s shoulder.

“And look at that full belly of yours.”

“Well, this doesn’t necessarily mean I’ll get pregnant,” Lyra said, managing to smirk. “We’ll have to keep doing this every night for several weeks to really make sure we start our hive.”

“Still, can’t let it go to waste.” Sweetie removed her tail, quickly replacing the goo on Lyra’s crotch.

“Thanks, Bon.” Lyra gave her a kiss on the cheek. “Now do the rest of me. I wanna be all snug in a cocoon.”

“As my broodmare wishes.” Sweetie kissed her, slowly encasing her in translucent green goo.

“Huh, this is actually pretty comfy,” Lyra noted.

“Well you're not done yet.”

“Huh, whaddya mean?” Lyra asked.

“You're only half in,” Sweetie chuckled, gesturing to her still exposed upper half.

“Oh yeah.” Lyra chuckled weakly. “I thought you were gonna say something about turning me into a changeling.”

“Oh no Lyra, I’d never do that,” Sweetie assured, nuzzling her gently.

“I dunno, I think I’d be okay with it,” Lyra said, scrunching her face up in thought. “I mean, flying would be cool.”

“Nuh uh, you're good the way you are,” Sweetie assured her, resuming her task.

“Aww, but then we’d match.” Lyra pouted. “Ooh, and we could be immortal together.”

“Lyra, I don’t know if I’m immortal.”

“Well, all the data we currently have on changeling queens shows that they can live for centuries at the least. So that’s still a considerable lifespan. I’ll be a droopy old lady and you’ll still be as sexy as you are today.”

“You won't be droopy,” Sweetie assured, giggling.

“Try saying that fifty years down the road.” Lyra pouted. “I’ll look like Granny Smith before you know it.”

“No you won't.” Sweetie rubbed her eyes, moving from her belly to her chest, placing Lyra’s arms into the cocoon.

“Uh huh, and next you’ll be selling me oceanfront property in Appleoosa,” Lyra said with a flat look.

“You’re being over dramatic.”

“No, I just know what old age does to a pony.” Lyra huffed. “It’s really sweet of you to say that this stuff won’t happen to me. But we both know it’s a load of horse apples.”

“Uh huh.” Sweetie nodded, leaving just Lyra's head.

“Plus, I don’t want you to have to grieve for me,” Lyra pressed.

“Take a deep breath for me okay?” Lyra did as she was asked and inhaled a large amount of air. Sweetie gave her a peck on the lips before finishing the cocoon and sealing it up. Lyra gave her a questioning look and puffed her cheeks slightly. “You can breath now.” Lyra exhaled and then wiggled her mouth with the same expression. “Go ahead and talk Ly.”

“Oh good, you can hear me,” Lyra said with a smile.

“Of course I can, your voice is beautiful.”

“You’re trying to change the subject,” Lyra pointed out.

You just rest up okay?” Sweetie patted the cocoon, starting to head upstairs. Lyra sighed.

“Good night, Sweetie. Love you,” Lyra called after her.

“Night Lyra! Love you too!” Sweetie called back down.

3 beamed as she walked down the aisle in her gown. Her veil was kept in place by a clip with a wrapped candy design to it. She passed by 9 who was sitting next to a minotaur with his arm wrapped around her.

“Knock ‘em dead,” 9 whispered, leaning on her date. 3 winked at the naga pony and continued down the aisle. Next she passed 11 who was in a chair made especially for her while sitting between two breezies in similar chairs.

“Congrats!” 11 squeaked, waving up at her.

“You too,” 3 whispered, subtly indicating 11’s dates with her tail. 11 smiled, hugging the two close to her. 3 continued walking, finally reaching Fleur and Fancy at the altar and saw the loving looks they were giving her.

Sweetie stood off to the side, beaming at her. Lyra was right besides Sweetie, patting her stomach as she looked at 3 and then Sweetie.

“Go on, get happy.” Sweetie nodded toward the former criminals. 3 joined Fleur and Fancy on the altar and the ceremony truly began. Sweetie watched, pulling Lyra close to her.

“How long ‘til you pop the question?” Lyra whispered, smiling at the pure love and joy coming from the trio about to be wed.

“Why do I have to do it?” Sweetie raised her eyebrow.

“Last I checked, you’re the closest thing to a stallion in our relationship,” Lyra replied, her tail tapping one of Sweetie’s. “That means it’s your job to make with the ring.” Sweetie just rolled her eyes, kissing her lover’s head.

“I now pronounce you husband, wife and wife,” Celestia said, having decided to preside over the wedding as a favor to Sweetie. “You may now kiss.” 3 pulled her spouses into a kiss, enjoying the moment. Everyone present clapped and cheered, and all the Sweeties had to fight off tears in their eyes.

“They grow up so fast,” Sweetie smiled, rubbing at her eyes.

“Wanna take bets on who’s next?” Lyra whispered. “My bits are on 9.”

“You’re on~” Sweetie smirked, looking out at the crowd. The world was going to get a hell of a lot more diverse.

Scootaloo's Diamond in the Ruff

Scootaloo was out in an old t-shirt and buck ball shorts. She was in the rocky field and digging up gems to help out Rarity. This wasn’t exactly where she wanted to be spending her Saturday, but Rarity was paying her and she wasn’t about to leave a friend hanging. It’s not like she had a special somepony to spend it with anyway. She continued to chip away at the hard ground and felt a sheen of sweat covering her.

“She’s not paying me enough for this...” she mumbled to herself, bringing her pickaxe down again. All of a sudden, the ground beneath her gave out, revealing a tunnel. Scootaloo let out a hiss of pain, feeling her wings scrape against the rock as she fell. “Son of a bitch!” she seethed, landing on her back with a thud. She grunted, pulling herself to a sitting position. She looked over her shoulder and winced at the sight of her mangled wings.

“I don’t think I’m flying out of here.” She got to her hooves, bracing herself against the wall. “Hey!!! Rarity!!!” she shouted, looking at the hole above her. Her voice echoed off the cavern walls. She waited for a few moments, but didn’t seem to get a response. “Seriously!? Hello!” Her voice echoed again. This time though, she heard a faint sound coming from further down the tunnel.

“Who's there!?” she demanded, bringing herself into a fighting stance. The sound continued to get louder until she saw a figure approaching from the darkness. Eventually, she recognized it as a diamond dog if the pawed legs on the silhouette were anything to go by. “What do you want?”

“I came to see what all the noise was about,” the dog replied, a male if the voice was anything to go by. He came up to her and let her get a good look at him.

“What ya gonna steal my gems or somethin’?” Scootaloo narrowed her eyes, said gems littering the ground around her.

“No, the village stopped doing that years ago,” the dog replied with a shake of his head. “Something about a white unicorn some of the older dogs kidnapped years back. I don’t know all the details, I was pretty young when it happened.”

“Then whaddya want?”

“Well, now that I’m seeing you it looks like you need those wings to be patched up.” He then picked her up, being mindful of her broken wings.

“H-hey!” she squirmed, trying to get down.

“Can you calm down?” He asked with a sigh. “After a fall like that you’re in no condition to walk.”

“Fine,” she huffed, crossing her arms, “But you better not try anything, I’ll kick your ass!”

“So you don’t want me to take you so you can bear my pups?” He asked with a cheeky smile. She growled, clenching a fist. “Yeesh, it was a joke.” He carried her down the tunnel, doing his best to keep her steady.

“It wasn’t funny. At all.”

“I dunno, I thought it was,” he said. “Seems we’ll have to agree to disagree.”

She rolled her eyes, glaring at the rocks they passed.

“Is there a reason why you’re giving rocks the stinkeye?” he asked, his face remaining fixed on the tunnel.

“I dunno fleabag, my wings are broken!”

“Oh wow, calling the guy trying to help you a racial slur, how cute,” he said, a flat look on his face.

“I’m not racist!” Scootaloo blurted out, looking at him with wide eyes.

“Didn’t say you were, but fleabag is still a slur,” he replied.

She opened her mouth to speak, only to fall silent after a few stutters.

“Look, it’s not a big deal,” he huffed. “You’re in a ton of pain and the darkness is making your fight or flight instincts kick in. You’re not thinking straight.”

“Whatever...” Scootaloo muttered, a little deflated.

“Why don’t you tell me your name?” he suggested. “Unless you just want me to call you pony.”

“Scootaloo.”

“Nice to meet you Scootaloo, I’m Rex.”

“Nice to meet you...” she mumbled out. Rex continued to carry her in silence until he reached a carved out room full of medical supplies. He sat her down on a stone table and grabbed a few of them.

“I’m not gonna lie, this’ll hurt.”

“W-what are you gonna do?” she asked, watching him closely.

“I gotta set your wings and put them in a splint,” Rex answered. “Otherwise the bones won’t heal properly.”

“Oh...” she gulped, averting her eyes.

“So, what’s your favorite color?” Rex asked, his hands reaching toward her wings.

“Uh.. blue...” she blinked, a bit confused by the sudden change in topics. Then she cried out as he pulled her wings back into alignment and put them in a splint.

“I’ve heard it hurts less if the patient is distracted.”

“T-that was a dick move...” she mumbled, her body trembling.

“I’m just doing my job,” Rex replied. “But how about this, you can punch me in the arm for payback.”

“What... you a doctor or somethin?” she asked, weakly socking him in the arm.

“Yup, I’m the best doctor my people have seen in a long time,” Rex said as he took a seat.

“Is that why you talk in complete sentences?”

“That’s part of it,” he replied with a chuckle. “But the village has been steadily improving since that unicorn incident. Don’t be too surprised if the rest of my village sounds like me in a couple years.”

“I’m sorry I said that thing before...” Scootaloo mumbled, looking at the floor.

“I already said it wasn’t a big deal,” he said. “I wouldn’t exactly be pleasant to be around either if my legs were broken.”

“Rarity’s probably worried sick about me right now,” she laughed, flinching as she adjusted her wings.

“Hold on a second.” Rex put two fingers in his mouth and let out a shrill whistle. In a matter of moments another diamond dog appeared. “There’s a pony on the surface, tell them their friend is down here and is safe.”

“Just to let you know, she's the unicorn your village kidnapped,” Scootaloo added. The other dog nodded and rushed off.

“There we go, now your friend can pick you up and take you home,” Rex said, stretching out.

“Heh, you're a pretty nice guy.” Scootaloo said, looking him over.

“It’s why I became a doctor.” He shrugged. “Cave ins aren’t all that uncommon, someone’s gotta know how to patch up the injuries.”

“Did you go to school?”

“Yeah, I did.” He nodded. “It was a small one not too far from Ponyville. I stuck out among all the pony students. But, I got my degree.” He pointed at the wall where his diploma was displayed. “What do you do?” he asked, gesturing to her hip.

“Believe it or not, I’m actually a counselor,” she admitted, rubbing her neck.

“What kind of counselor?”

“I help ponies understand their cutie marks. Been doing it even before I got mine.”

“Sounds like both of us found a calling in helping others,” Rex noted with a smile.

“That is pretty cool,” she agreed, smiling back at him.

“So, do you have someone special in your life?” he asked. “Pretty mare like you has to be taken.”

“Me?” She shook her head. “Nah, I’m single. You?”

“I’m single too,” he said. “The females here aren’t really good for holding conversations.”

“What do they just bark at ya or somethin?”

“Nah, they’re just like the other dogs.” He chuckled. “I just happened to be born smarter than your average diamond dog.”

“Well I’m glad you were, otherwise I’d still be stuck in that tunnel, in the dark.”

“I am too,” he said. “Improving the quality of life here is worth some lonely nights.”

“Hey um...” Scootaloo started, her face darkening with a blush.

“Hmm, what is it?” Rex asked, looking at her with a clueless expression.

“Would you... I dunno, like to hang out some time..?”

“I’d like that,” he replied, a large grin on his face. “I’m guessing you’d wanna meet on the surface?”

“If that's okay with you.” She nodded quickly.

“Yeah, there’s a lot more to do and see up there. Well, unless you like rocks.” He waved a hand around and chuckled.

Scootaloo giggled, shaking her head. “When are you free?”

“My schedule is usually pretty open. None of the others like to come in for regular check ups. So I’m only needed for emergencies.”

“Sweet.” Scootaloo beamed at him. “I’m free Wednesday.”

“I’ll see you then,” Rex said. “I’ll take a flea bath and everything.”

Scootaloo cringed. “You’re not gonna let that go are you?”

“Eventually I will,” he replied with a chuckle. “Just not today.”

“I deserve that.” she nodded. “Thanks for helping me out.”

“I told you, it’s my job,” he waved off. “I’m under oath to help the injured.”

“Still though.” She slid off the table, a little wobbly on her hooves. He stood up and helped steady her.

“Easy there, can’t stand up too quickly in your condition.”

“Thanks.” she blushed harder, holding onto him.

“Don’t mention it,” he said, an oblivious smile on his face.

“So... wanna show me around or somethin?” she asked, looking up at him.

“Sure, I can show you around the village,” he said. He slowly led her out of his office and further down the tunnel. She leaned on him, letting him guide her through the dark. Eventually, the tunnel opened up to a large chamber with buildings carved into the walls.

“Woah! I had no idea this stuff was down here!” Scootaloo gasped, her eyes darting to and throe.

“Yeah, we may not look like it, but we’re pretty good at making stone structures,” Rex said, watching her head whip around with an amused look.

“And the ceiling never comes down on you guys?

“We take precautions for that,” he assured her.

“Pillars and stuff?”

"Exactly.” He smiled. “Plus evacuation tunnels in every building.”

“That’s pretty smart.”

“We’ve learned to survive down here, that’s all. Just like ponies learned to control
weather,” he said.

“Don’t you ever miss seeing the sky?” Scootaloo asked, dumbfounded that anyone could live without it.

“My species is meant to live underground.” He shrugged. “Plus, I go out and look at the sky every now and then.”

“I don’t know if I could live down here.” She shuddered, flexing her wings. This caused her to wince.

“No, you’re meant to fly.” He chuckled. “This place is a nightmare for pegasi and griffons.”

“I can see why.”

“Yeah, pegasi and griffons are more prone to being claustrophobic,” Rex stated.

“Totally...” she nodded, staring up at the ceiling.

“Would you like me to keep showing you around?” he asked.

“Uh... yeah.” she nodded, snapping her attention back to him. He helped lead her through the village, pointing out the landmarks along the way. “Got an interesting place,” she remarked, resting her head on his shoulder.

“Yeah, it’s an alright place. Though the surface has it beat,” he said.

“Don’t like your hometown?” she teased.

“You try going from a stone pillow to a feather one,” he replied, chuckling. “It’s mind blowing.”

“You sleep on rocks?” she asked in utter disbelief.

“I’d show you my room, but I’d hate to send the wrong signal,” he replied.

“Why not just buy some bed stuff from Ponyville?” she questioned.

“Oh, I’ve got normal pillows now, trust me.” He laughed. “I wasn’t going back after that kind of comfort.”

“Okay good.” She smiled, closing her eyes. “I was worried about you.”

“The one with the broken wings is worried about someone else.” Rex chuckled and shook his head.

“I worry about other people for a living,” she reminded him.

“True, and so do I so you got me there.” He smiled at her.

“So, now where to?” she asked.

“We could sit at my place until Rarity picks you up,” he suggested, leading her to a building.

“Sounds good to me.” she nodded, letting him lead her again. He took her inside one of the stone houses. Scootaloo noted the sparse decorations.

“Sorry that it’s not as cozy as a pony home,” he said, sitting her down on an old sofa.

“Don’t worry about it.” She smiled, moving around until she was certain her wings wouldn’t be bothered. He disappeared into another room and came back with two glasses of water. He handed her one and sat on the other side of the couch. “Oh thanks! I didn’t even realize I was thirsty!”

“Well, you are still my patient, can’t let you dehydrate on me,” he said, sipping his water.

“You're a great doc.” She threw her head back, downing her water in one quick gulp.

“Thanks, it was a lot of work going to med school, but I’m glad I did it.” He took her glass and quickly brought her another.

“Tell me about it, I had to go get a license for me to practice.”

“Heh, you should’ve seen the looks on the ponies faces where I did my residency,” Rex said with a shake of his head. “Their eyes nearly popped out of their skulls at the sight of a diamond dog in scrubs.”

“Ooh! You should’ve taken pictures! I’d pay to see that!”

“Gimme a sec.” He disappeared into another room again and returned with a framed photo. “There we go, this is from my last day as a resident. The rest of the staff took it so I could have a momento.”

“Oh sweet.” she sat up, taking the picture from him.

“Yeah, I don’t think I’m very photogenic,” he said with a weak chuckle.

“Dude you look great, stop putting yourself down.”

“Hey, I’ve only had my picture taken a few times. Sorry if I’m self conscious.” She rolled her eyes, gazing at his picture.

“I think you look great in uniform.”

“Thanks, I still have the scrubs,” he said, jabbing his thumb in the direction of his room. “I normally wear them while I work.”

“Why don’t you model em for me?” she asked, giving him a half lidded look.

“Sure,” he said, getting up and walking to his room. He came back in his teal scrubs and stood in front of the couch. “Well, here it is.”

“Ooh.” Scootaloo gestured for him to turn around. “Looking good over there Rex.”

“Thanks,” he said as he did a slow turn.

“Ya know, I grew up with the Wonderbolts as some of my heroes. I love a stallion in uniform.” she grinned, winking at him.

“Too bad I’m not a stallion,” he said, waving a hand over himself.

“Same diff.” She gestured dismissively.

“Well, there’s a big difference between this and the Wonderbolts uniform.” He tugged on his scrubs. “This isn’t quite as form fitting.”

“Did I say that was a problem?” she asked, raising her eyebrow.

“I was just commenting.” He shrugged and sat back down. She moved into his lap, straddling him. He blinked, taken by surprise. “What are you doing?”

“We both like each other right?” she asked, looking into his eyes.

“Yeah, you’ve been fun to talk to,” he said, a small blush on his face.

“And we’re both adults.” She leaned in, nuzzling his neck. His body stiffened up, taken by surprise by her action.

“True…”

“Unless, you’d rather not...” she kept his gaze, pulling away.

“Well I… w-what I mean to say is… I-I’ve never…” He let the sentence hang, a blush exploding onto his entire face.

“Really? A big, strong alpha like you?” she chuckled, putting her hand on his chin. His black and brown fur was more red now and his tall, pointed ears were twitching a bit, as was his long snout.

“Well, I never really felt emotionally attracted to the female dogs. And diamond dogs aren’t exactly popular on the surface.”

“Lucky for you, I got some experience.” She slid her hands under his shirt, feeling his muscles. He shivered at her touch, his long, thin tail slowly thumping against the back of the sofa. “Ya know, usually it's the girl who likes having their tits felt up,” she teased.

“Forgive me for reacting to a pretty mare touching and straddling me,” he retorted. His hands slowly went under her t shirt and gently squeezed her modest sized breasts.

“Oooh...” she moaned, breathing out into his ear. This seemed to give him confidence as he continued to knead her breasts. “Damn your hands are big.”

“They’re made for digging through even the toughest rock,” he said, licking her cheek as he squeezed her breasts.

“I bet they can do a lot more than that.” she winked, locking lips with him. He tilted his head into the kiss and started to tug on her nipples. She moaned into the kiss, pressing against him. He removed one of his hands from her breast, snaking it down her shorts and rubbing his smallest digit against her folds. “Oh yeah...” she moaned before letting out a wince, her wings trying to extend.

“Should we stop?” Rex asked, his ears pinning to his head at the sight of her in pain.

“I guess...” she frowned, looking away.

“Well, the other option is I could tighten up your splint so they can’t move at all,” he said. “It shouldn’t cause any damage if I loosen it back up when we’re done.”

“As much as I want to, we probably shouldn’t.” she shook her head. “Besides, the wings are one of the best parts.”

“Fine,” he said, giving her a quick kiss. “You’re worth waiting for.”

“Hey come on, you're gonna make my head huge,” she joked, an adorable blush on her face.

“I’m just giving you my professional opinion as a doctor,” he joked back.

“Uh huh, sure you are big guy.”

“What, isn’t it the guy’s job to compliment the girl he’s into?” Rex asked with a grin.

“I mean, I just figured you bark or howl at me,” she teased.

“And I figured you’d just whinny and snort,” he teased back.

“Nah.” She smirked. “If my wing weren’t broken, I’d do the pegasus courtship dance.”

“Well, when you’re all healed up, you’ll have to show it to me,” he said.

“Let’s hope it has the same effect it has pegasi on you huh?” she asked, snuggling into his chest again. He wrapped his arms around her, content to just hold her. After a few moments, a soft snore drifted up to his ears. He chuckled and shook his head, letting her sleep in his arms until Rarity came a few hours later.

Time passed and Rex and Scootaloo continued to see each other as her wings slowly healed.

“Thanks again for helping me get ready Sweetie Belle,” Scootaloo said for at least the third time, adjusting her dress to show just the right amount of cleavage.

“Are you kidding, of course I’m helping you. You’re my friend and you really like this guy,” Sweetie replied with a smile.

“Remind me to pay for lunch on Monday. Bloom’s covering for me.”

“Consider this a favor you don’t have to pay off,” Sweetie waved off. “Just focus on having a good time with your coltfriend.”

“He’s not exactly a colt you know.”

“True, but he’s got similar parts,” Sweetie said with a giggle. “Think your wings are okay if you two want to do it tonight?”

“I think so.” Scootaloo nodded, giving them a test flap. “Yeah, they're fine.”

“Glad to hear it,” Sweetie replied. “Have fun.” She winked.

“Thank you too.” Scootaloo hugged her before rushing out to go meet Rex. Rex was at their typical meeting spot outside of Ponyville, wearing a nice button up shirt and dress pants. He even had a tie on that was black like his fur. “Woah, you clean up really nice,” she commented, looking him over.

“I could say the same to you,” he teased, putting an arm around her.

She smiled, kissing his cheek. “So, where ya takin me?”

“That nice restaurant in town. We’ve gotta celebrate your healed wings,” he answered, the two walking back to Ponyville.

“You know you don’t have to go out of your way for me,” she remind him with a slight frown.

“Scootaloo, my patients pay me in gems, I can afford to treat you to a nice meal,” he said with a grin.

“As long as you hoof the bill big guy.” She grinned backed, leaning on him.

“Anything for my mare.” He gave her a squeeze, the two of them walking into the restaurant.

“Geez,” Scootaloo commented, looking around, “I feel like I’m at one of those frou frou parties Rarity drags Sweetie to all the time.”

“We could always go somewhere else if you don’t like this,” Rex offered.

“Nah, you probably paid for reservations right?” she asked, looking up at him.

“Alright.” The two walked up to the podium and were quickly seated.

“I hope the food isn’t too bad. They barely feed you at these places,” Scootaloo mumbled, obviously speaking from experience.

“I talked to your unicorn friend and she said that this place has actual servings,” he assured.

“Sweeties pretty good with that stuff,” Scootaloo agreed, “Bloom prefers home cooking and I normally just eat at the tavern so Sweetie's usually the one dragging us to new places.”

“I can’t cook at all,” he said with a chuckle. “Blame it on being from a culture where we mostly just eat gems, Though we do occasionally roast meat over a fire.”

“How is that?” Scootaloo asked, grabbing a menu and flipping through it.

“It’s alright,” he replied, grabbing his own menu. “It tastes better when we manage to find spices and stuff like that.”

“I’ll have to give it a try sometime.” She hummed, scanning the menu. “What are you getting?”

“Umm, I was thinking about getting this seared salmon,” he answered, pointing at the item in his menu. “I’ve never had fish before so I wanna try it.”

“Live with me and I’ll make sure you get a healthy share of it.” Scootaloo winked at him.

“Did you just ask me to move in with you?” he asked, his tail slowly wagging behind him.

“Maybe~” she grinned mischievously, giggling at his excitement.

“Well, I could be persuaded to do that,” he said with a smile. “See, I’ve been training a young dog in everything I know. If I were to leave the tunnels, he could take my place and I could open a family clinic on the surface.”

“Think you could live up here full time?” she asked, putting her menu down.

“I could do it for the right girl,” he replied, looking into her eyes.

“Yeah but, is that something you’d want to do?” she asked, gazing back into his.

“Of course,” he said, taking hold of her hand. “I could never ask you to live underground. You hate the tight space. I can still visit family and all that and live on the surface.”

"If you’re really okay with that, then I’d love to share my place with you.”

“I’ll start moving in soon.” he kissed her hand. She blushed, smiling at him. “So, what are you getting?” he asked, not letting go of her hand.

“Probably the fish, maybe some hay fries to go with it.”

“Actually, that’s a good choice. The oils in fish are good for your feathers and wings,” he stated.

“Yeah but it always gets stuck in my teeth and I have to spend like an hour trying to floss it out,” she countered.

“Sometimes we’ve gotta suffer for the sake of our health.” He chuckled. She laughed with him, shaking her head.

“You’re a really cool guy you know that?” she asked, batting her eyelashes at him.

“And you’re a cool mare,” he replied, winking at her. “It’s why I keep visiting you.”

Her smile widened and she leaned in close, closing her eyes. He met her halfway and the two kissed. She kept the kiss for a few more moments before slowly breaking away.

“Love you,” Rex said, a smile on his face. She blushed, her eyes going wide. She was silent for a few moments before she returned his smile.

“Love you too.”

“Even if I’m a fleabag?” he teased with a mischievous smile.

“Hey, you love a featherbrain like me, so I think we’re even,” she shot back.

“True, but you’re a featherbrain with a sweet ass,” he replied with a chuckle.

“Think so huh?” she asked, raising her eyebrow.

“Oh yeah, I do.” He smiled at her.

“Well I think you have the best hands.” She winked, a devious look on her face.

“Would you like a demonstration of what they can do after dinner?” he asked, wiggling his fingers.

“Oh you know I will.” She licked her lips, giving him a lustful look. He licked his own lips, returning her look.

“Ahem.” They both jumped, looking up at the waiter, who was giving them a rather judgemental look.

“Umm, we both want the seared salmon,” Rex said, coughing and blushing fiercely.

“And to drink?” the waiter asked, focusing on Rex.

“Umm, water will be fine. Unless you want wine?” He turned to Scootaloo.

“Nah, they don’t have anything I like here.” Scootaloo shook her head.

“A wise financial decision sir.” The waiter took their menus, walking off.

“Heh, that was embarrassing,” Rex said.

“I think he just insulted you,” Scootaloo replied, an angry scowl on her face.

“Heh, his eyes will bug out when he finds out I’m rich by pony standards. Think his tune will change when I tip with a diamond?”

“He might just think you stole it.”

“There’s only one pony who’s opinion I care about.” He held her hand again. She relaxed at his touch, putting her other hand over his. “Don’t let that waiter ruin our date. I certainly won’t.

“I’ll try okay?” she asked, giving him a small smile.

“That’s all I ask. But you don’t have to fight my battles for me.” He returned her smile.

“No promises there bud. I don’t leave my friends hanging.”

“Just one of the many things I like about you.” He shook his head with a smile.

“You know... there is something I’ve been wanting to talk with you about...” she blushed, adjusting her wings nervously.

“What’s that?” Rex asked, tilting his head.

"Can... Diamond Dogs and ponies... you know?”

“Oh, that was actually part of my med school research,” he said, perking up. “I found out that diamond dogs and ponies can in fact interbreed and create fertile offspring. And the fascinating thing is that if my data is accurate, then the children turn out completely pony more often than not.”

“So... what are the mix breeds called?” Scootaloo asked with a blink.

“Um… I don’t think there’s a historic name and I never came up with one,” he answered.

“We’ll just have to come up with one.” Scootaloo smirked. A large smile spread across his face and his tail wagged quickly.

“I guess we will.”

“You know... estrus is in a few weeks...”

“You… want to start a family so soon?” Rex asked carefully.

“I’m not known for planning too far ahead,” she responded, a smirk on her lips.

“Well, I think you’d be a great mom.” His tail kept wagging.

“I’d like to think so too.” Scootaloo leaned back in her chair, soaking in the praise.

“If you keep saying things like this my tail might fall off,” Rex joked.

“Scootaloo?” a familiar voice interrupted. They both turned, seeing Diamond Tiara standing a bit away from the table.

“Oh… hi Diamond Tiara,” Scootaloo said, not sure what to make of the mare’s arrival.

“I thought that was you.” Diamond smiled. “And whose your friend?”

“My name is Rex,” he answered. “Are you a friend of Scootaloo’s?”

“I’d like to think so. I’m Diamond Tiara.” She smiled, holding her hand out. Rex shook it and smiled back.

“So what are you doing here?” Scootaloo asked.

“Just getting some dinner.” Diamond frowned, looking between them. “Oh, I’m interrupting aren’t I?”

“No.” Scootaloo shook her head. “Actually, you should join us if you’re by yourself.” She smiled.

“Are you sure? I don’t want to ruin your night out.”

“Nonsense, two’s company and three’s a party,” Scootaloo said.

“Only if your handsome friend is alright with it.” Rex blinked and looked between the two mares.

“Well, if Scootaloo wants you to join us, who am I to disagree?”

“Well alright then.” Diamond sat down in between them, flashing a smile.

“What’s new with you, Diamond?” Scootaloo asked.

“Well, don’t tell anyone this but...” Diamond leaned in close. “I plan on running for the mayor's office.”

“Nice, I’d vote for you,” Scootaloo whispered.

“Thanks Scoots.” Diamond smiled, leaning back in her seat.

“So, how long have you two known each other?” Rex asked, looking between the two.

“Since elementary school,” Diamond explained, rubbing the back of her neck, “I’m about ashamed to admit this but I used to be a rather big bully.”

“Yeah, but you grew out of it,” Scootaloo waved off. “And since then you’ve been a good friend. You don’t have to beat yourself up over that forever.”

“But, Scoots and her friends helped me understand my cutie mark, which helped them get their own.” Diamond smiled. “I currently work as the school's superintendent.”

“That sounds great.” Rex smiled at Diamond. “Do you enjoy the work?”

“I love it. Seeing all those kids actually enjoy going to school makes it worth it.”

“I understand how rewarding helping lives can be,” Rex said. “I’m a doctor.”

“Do you practice in Ponyville?”

“I’m about to,” Rex said. “But I’ve actually been practicing underground among my fellow diamond dogs. I felt it was important to have a trained doctor there with cave ins and other dangers.”

“I wish they would become an official part of Ponyville.” Diamond frowned. “They don’t have to live out.”

“Maybe if relations between dogs and ponies improve,” Rex shrugged. “Not to mention we can be pretty independent.”

“Hey Di, why don’t you tell Rex about some of the weirder kids in the school?” Scootaloo grinned.

“I could do that,” Diamond chuckled.

“Weird?” Rex asked, looking between them.

“Well, there is the foal with the strong teeth. And then there’s one who can lift just about anything,” Diamond said.

“Hey, Rex, you ever read a Power Ponies comic?” Scootaloo asked, nudging Diamon with a smirk.

“Yeah, my roommate introduced them to me back in med school,” he answered. “Why?”

“Bet you didn’t know Mane-iac lives in town.”

“...Huh?” Rex asked, blinking in confusion.

“Apparently, she climbed out of a comic book,” Diamond explained, “Her daughter attends the school.”

“Does the daughter have super powers?” Rex asked

“She inherited the mane,” Scootaloo replied. “She beamed, sitting up as the waiter arrived with their food. They all licked their lips and started eating.

“And of course there’s the two kirins and the half draconequus,” Diamond said as she ate a rose salad.

“And the hippogriff, and all the changelings,” Scootaloo added.

“Wow, that’s quite the class,” Rex commented with wide eyes. “Ponyville seems to be full of interspecies relationships.”

“We’re a very accepting community.” Diamond smiled, sneaking a glance at Scootaloo.

“Then I’m glad I’m going to be opening my clinic here,” Rex replied with an oblivious smile.

Scootaloo blushed, locking eyes with Diamond. She bit her lip and then nodded slowly.

“So um... Rex... how are Diamond Dogs with multiple partners?”

“Well, alphas are known to take multiple partners so it’s not an uncommon practice,” Rex answered.

“How’d you like to be an alpha?” Scootaloo asked, waggling her eyebrows at him. He blinked before the meaning in her words sank in. He then blushed and looked between the two mares.

“Well… if you two are okay with that.”

“Ponies do it all the time,” Diamond assured him, winking.

“Well… I’m kind of… inexperienced with relationships,” Rex admitted, rubbing the back of his head.

“Don’t worry big guy we got you covered,” Scootaloo said, putting a hand over his paw.

“Thanks, Scootaloo.” He smiled. “I’ll do my best at this. I mean, it won’t be that different from dating one mare, right?”

“That's the spirit,” Diamond encouraged, taking another bite of her salad.

“Well, it helps that the two mares that want to be with me are gorgeous,” he said as he ate his fish. The group chatted amongst themselves, eventually wandering back to Diamonds place.

“Whoa,” Rex said as they walked into the entrance foyer. “This house is as big as the central chamber of the dog village.”

“It’s not all for me,” Diamond explained, a self-conscious blush on her face, “A lot of it is living quarters for my staff.”

“Heh, there was a time you’d be puffing your chest at a reaction like that,” Scootaloo teased. “Now you’re acting like a regular Fluttershy.” She poked Diamond right on her blush.

“Yeah, back when you were a blank flank,” Diamond teased back, putting on her ‘better-than-you’ voice.

“Well, my flank sure ain't blank anymore, wanna see for yourself?” Scootaloo wagged her eyebrows at her.

“Why I’d love to Scootaloo.” Diamond smiled, reaching over and giving it a slap. Rex perked up at the muffled smack and watched the two with interest, his tail slowly wagging. “Heh, lookit you squirm~” Diamond teased, slapping the other cheek.

“Oh, I’m not gonna be the only one squirming.” Scootaloo smirked and slapped Diamond’s flank. Diamond squirmed, her ass jiggling. “Ooh, now that is one nice ass you’ve got there Di. I could spank this all night long.” She slapped her other cheek.

Diamond didn’t reply, merely grabbing Scootaloo and pulling her into a passionate kiss. Rex watched them kiss, his tail wagging faster.

“Enjoying the show?” Diamond asked, breaking their kiss, both of them panting.

“That would be a bit of an understatement,” Rex commented. “I am already glad I decided to date both of you.”

“Then what are you waiting for?” Diamond asked, holding a hand out to him. He grinned and took her hand.

“For you to show me where the nearest bedroom is.”

“Right this way~” Diamond smiled, leading them upstairs, making sure to add an exaggerated sway to her hips.

“Think we should move in here instead of your place?” Rex whispered to Scootaloo, his eyes never leaving Diamond’s ass.

“Let’s talk about who's moving in with who later,” Scootaloo whispered back.

“True, there are more important things to worry about.” Diamond opened a door and ushered them into a large bedroom. Diamond wasted no time at all, stripping out of her clothes, leaving her in rather lacy lingerie. Scootaloo grinned, looking Diamond up and down as she tossed her own dress off and leaving her in her own underwear.

“And now for the handsome diamond dog,” Scootaloo said, standing beside Diamond.

“I’m afraid I don’t look nearly as nice as you two,” Rex laughed, quickly removing his clothes, a tent having formed in his boxers.

“I dunno, I think you look pretty damn good,” Scootaloo said, licking her lips. “What do you think Di?”

“I think he has great muscles.” Damond reached out, tracing her fingers over his abs. His tail wagged at the praise and he wrapped his arms around her.

“And you curve in all the right places,” he said, pulling her into a deep kiss. She returned the kiss, pressing her breasts into his chest. His hands gripped her ass, feeling the pleasant give in it.

“That's so hot...” Scootaloo bit her lip, her wings pomfing out.

“And I can’t forget my favorite pegasus.” Rex pulled Scootaloo over and gave her a kiss. She kissed him back, wrapping her arms around his neck. “Mmm, choosing who to start with is going to be very tough,” he commented as he broke away from the kiss. He looked both mares over.

They smiled at him, pressing their bodies against his.

“You’re only making this harder for me,” he said with a grin.

“I can see that.” Scootaloo reached down, stroking his erection.

“Oh… you’re making a good case for me starting with you, Scootaloo,” Rex groaned. “Diamond, your argument?” He turned his head to her with a smoldering look.

“Oh no, be my guest.” Diamond smiled, pulling away.

“Alright.” Rex returned his attention to Scootaloo. “Let’s take this to the bed.” He kissed her neck. Scootaloo moaned, leading him to the bed, falling onto it so he was on top. He reached behind her back and unhooked her bra and pulled it off. He licked his lips as her breasts were revealed. He grabbed both of them and started to knead them.

“Oh yeah... those hands of yours are amazing,” Scootaloo complimented, her nipples hardening.

“They’re all for you and Diamond for the foreseeable future,” he said, leaning down and kissing and nipping her neck as he toyed with her chest. She moaned, grabbing his boxers sliding them down his legs. “Ready to give Diamond a show?” he asked, lining up his length with her lower lips.

“I’ve been ready.” she grinned, wrapping her legs around his waist. He nodded, grabbing the base of his length and pushed the tip in. He groaned, adjusting to the feeling for a moment. He then continued to slowly push inside of her. “Oh Faust you're big!” she moaned, pushing him all the way in. Rex groaned, staying still for a few moments.

“This… feels really good,” he said, looking down at her.

“D-don’t just sit there!” Scootaloo bucked back against him, trying to get him moving again. He nodded, pulling out a bit and making a quick, short thrust. He repeated this process several times to avoid cumming too soon. “O-oh yeah, that's it, show me what kind of alpha you are.”

“Yours,” he answered, leaning down and licking her cheek before nipping her neck as he kept thrusting. She moaned, tilting her head to expose more of her neck. He continued to nip at her neck as he steadily increased the speed of his thrusting. He then removed his hands from her breasts and grabbed the bases of her wings.

“Looks like all that medical training paid off huh?” Diamond commented, watching intently, her hand in her panties.

“Y-you have no idea,” Scootaloo moaned as Rex rubbed the bases of her wings.

“You know...” Diamond rose up from her seat and walked over. “I heard that if you do this...” she gently grabbed one of Scootaloo’s feathers, wiggling it around.

“What are you planning?” Rex asked looking up from Scootaloo’s neck. Diamond just smirked, getting a long moan out of the pegasus. She moved her fingers down, pinching the base of the feather.

“Ohh, preening,” Rex said, following Diamond’s example.

“O-oh y-you guys suck...” Scootaloo moaned, squirming helplessly under their hands.

"All's fair in love and war~” Diamond sing-songed.

“Besides, you love it,” Rex said, nipping her neck again. “You said it before, the wings are one of the best parts.” He tugged one of her primary feathers. She gasped, her breathing hitching. Diamond and Rex shared a grin, both of them tugging on a primary feather.

“C-come on...” Scootaloo whined, quickly devolving into a quivering, moaning mass of pony.

“Tell us to stop and we’ll stop,” Diamond said with a devious smirk, still tugging the feather. Scootaloo couldn’t compose a coherent response, mumbling nonsense at them.

“And to think I was worried I wouldn’t be able to please a mare.” Rex chuckled as he started pulling out damaged feathers.

“You’ll have a much harder job with me, I assure you~” Diamond purred, pulling out a loose feather. Rex looked Diamond over and licked his lips as he pulled out another feather.

“I’m looking forward to trying,” he said.

“Best finish up with her first, only fair we get equal time with you.”

“I think I have an idea how to send her over the edge.” Rex grabbed Scootaloo and flipped her onto her stomach, his length remaining in her folds. Her wings instantly sprang up. He leaned down and nipped the bases of her wings.

“Ah!” Scootaloo squeaked, her wings flapping awkwardly. Rex grinned, digging his hands into her ass as he thrusted and nipped her wings.

“Oh wow.” Diamond watched, biting her lip.

Rex ignored her, grunting as he felt his orgasm approaching. “Where does my pony want me to finish?”

“Inswide...” Scootaloo slurred, clutching on the bed sheets.

“Got it.” He nipped her wing, slamming his entire length except for his swelling knot into her and came. She moaned, tightening around him, milking him for all he was worth. Once he felt his orgam end, he slipped out of her and started to pant a bit. “Wow… that was amazing.”

“It looks like it.” Diamond smirked, looking at the twitching mound of fur and feathers that was Scootaloo. “But before we do anything, go wash your hands.” Rex nodded and walked into the nearby bathroom. He came back one minute later and wrapped his arms around Diamond.

“You know, diamonds are my favorite gem to eat,” he said, licking his lips. “I wonder if you taste just as good.”

“One can only hope.” She leaned into, locking lips with him. He unhooked her bra as they kissed, tossing it away. He then slipped his hands into her panties and kneaded her ass. “Ooh, an ass stallion are we?”

“What can I say, there’s something about a sweet ass I just can’t resist,” he said, grabbing both of her cutie marks. “And you two mares certainly have that trait.”

“Mmm... I’m glad you think so.” She pressed against him, running her hand along his arm.

“Anyone with two braincells to rub together would agree,” he said, removing his hands from her ass so he could pull her panties down. She stepped out of them, posing for him. “Mmm, how did a dog like me land not one, but two stunning mares?” he asked, drinking in Diamond’s body.

“You are a Diamond Dog after all, it’s what you do.’ A mischievous grin spread across his face.

“Yes, we diamond dogs take the best gems for ourselves,” he said, looking at her with a predatory look. “And right now I’m about to take the best looking diamond I’ve ever seen.” He grabbed her, pulling her down onto the bed with him on top of her.

“Is that so?” she asked, looking up into his eyes, “And what makes you say that?”

“Well, let’s see,” he said his eyes locking to hers. “I suppose I should start with your mane.” He ran a hand through her wavy lavender and white mane. “It’s soft and the colors are very beautiful.” He then traced his hand across her face. “And your eyes make sapphires look dull in comparison. Should I go on?” he asked, his hand holding her chin.

“Please do.” She nodded, soaking in the attention.

“You got it. Your lips are soft and you’re a very good kisser.” His hand then moved his hand down to her chest. “I could lose my face in your chest.” His hand then rested on your hip. “Your hips are nice and wide, perfect for bearing children when Estrus rolls around.” His hands drifted to her ass. “And I believe I already made my appreciation for this known.”

“Yes you have,” she agreed, leaning up to lightly kiss his lips.

“And inside you shine too,” he said. “I find someone who dedicates their life to helping foals enjoy learning extremely sexy.”

“Really now?” she asked, nipping at his neck.

“Mhmm,” he said, grinding his hips against hers. She moaned, her juices dripping on him. His length hardened again and he lined up with her entrance. He slid the tip inside. She hopped up, wrapping her legs around him. He started to push the rest of his length inside her and took one of her nipples in his mouth.

“Oh yeah, work that mouth of yours,” she commanded, putting her hands on his head. He stopped what he was doing in an instant and growled.

“I am your alpha, you do not order me around.”

“Oh yeah?” she asked, a playful edge to her voice, “Who promoted you to the top of the pack?”

“I did,” he said, flipping her on her hands and knees. “And you’d better like it.” He spanked her on the cutie mark.

“Oh you are quite rough...” she shook her ass a little, giggling.

“Only on naughty ponies,” he said with a grin, spanking her other mark.

“And what makes me so naughty?”

“Thinking you can give your alpha orders,” he answered, spanking her again and starting to thrust into her. He then leaned down and started to nip her neck. She moaned, granting him more access to her neck. He thrusted into her velvet walls hard and fast, squeezing and kneading her ass as he kissed, licked and nipped her neck.

“That’s it, be a good pony and moan for your alpha,” he cooed.

“How could I not?” she asked, bucking her hips back against him.

“Heh, way to be a good pony.” He kneaded her ass more and licked her cheek. “Imagine running for mayor with a baby bump.”

“That might improve my image,” she replied, tightening around his length. He grunted, pushing his entire length, including the swelling knot inside her, cumming. He moaned, rocking his hips as his length was kept in place. “O-oh Faust that's big...” she shuddered, gripping the bed sheets. He draped himself over her back and wrapped his arms around her..

“Hmm, then it seems both you and Scootaloo will be seeing me during Estrus in a few weeks,” he said, still grinding against her.

“Think you can handle it?” she asked, looking over her shoulder with a cocky grin.

“I’ll manage. I’ve always pictured having children,” he replied, kissing her cheek. She smiled, giving his lips a lick. “Heh, I think I’m gonna like being with you, Diamond.”

“Don’t forget about our lovely Scoots,” she reminded, gesturing to their snoring lover.

"Oh, I could never forget about her.” He smiled and looked at both of them. “I feel like the luckiest guy in Equestria right now.”

“Then why don’t you show me how lucky you are?” she purred, batting her eyelashes at him. He smiled, tilted her head back and kissed her as he continued to move his hips. She closed her eyes, slipping her tongue into his mouth. Their tongues wrestled as he held her in his arms and pumped his hips against her. She broke the kiss, panting heavily. “Oh Faust I’m close.”

“And you said I’d have a hard time with you,” he teased, licking her cheek with a smirk.

“Maybe I’m just going easy on you?” she shot back.

“Really, are you?” he asked, his hands moving up and pinching her nipples. She moaned, bucking back against him and nearly knocking him off the bed. He grunted and held her down as he picked up the pace. He then leaned down and nipped at her neck.

“See?” she asked with a smirk, squirming under him, already worming out of his grasp.

“Yeesh, did you learn how to be an escape artist or something?” Rex growled, trying to pin her again.

“Did you forget I’m an earth pony?” she asked, suddenly shifting him around, pinning him. “Just because my family aren’t farmers doesn’t mean I’m not strong.”

“Hmm, so there’s good muscles buried under those delicate curves,” Rex said, his tail waggingz. “Good, that means you’ll be able to birth strong children.” He thrusted a little harder, trying to knock her off balance.

“Don’t I know it?” she asked with a groan. Diamond leaned down, nipping at his ear, giving it a tug. He groaned and tried to wiggle out of her grasp, his body twisting and turning beneath her. “You like that?” she asked, wrapping her legs around his waist, showing off more of her muscle.

“N-no,” he said, blushing and continuing to struggle beneath her.

“I think you do little doggy~” she teased, holding his hands over his head, smirking. He smirked and bucked his hips more.

“I think we both know it’s a misnomer to call me little.” He grunted, gathering his strength and rolling over to be back on top.

“Can’t let the praise go to your head,” she snarked back.

“But it’s fine to just praise you unabashedly,” he teased, holding her down as he slammed his hips into hers.

“B-but of course,” she moaned out, moving her hips in time with his.

“Say you love being dominated by your alpha,” he growled, nipping and tugging her ears.

“As if a pony like me would submit to a mutt like you,” she harrumphed, sticking her nose in the air.

“Oh, you will.” He smirked, one of his hands going down and the claws teasing her ass while his other pinched and tugged her nipple.

“Ah!” she yelped, nearly thrashing around under him.

He sped up his teasing, his smirk growing wider. “That’s it little pony, keep making noises for your alpha~” She panted, her tongue lolling out of her mouth. “Ready to say it?~” he asked, twisting and pulling her nipple.

“I love it!” Diamond shouted, squeezing her eyes shut.

“What do you love?” He growled, squeezing her ass tightly.

“Y-you!”

“And your alpha loves you,” he kissed her deeply and came, his seed going deep into her womb. She let out a scream, coming hard before collapsing onto her bed, mumbling softly. He collapsed next to her and held her close. “Mmm, that was great.”

“...I really wish you’d have washed your hands first before cuddling...” she replied, giving him a flat look.

“I’ll wash up as soon as the knot deflates.” He rolled his eyes and tugged his hips, demonstrating that he was stuck to her.

“Alright alright relax.” she rolled her eyes, leaning on him.

“We’ll have to have another date soon,” Rex said, licking her cheek. “I want to get to know you better, Diamond. Especially if we’re having kids in a few weeks.” He chuckled.

“I’d like that.” she nodded, hugging him close to her.

“But for now, let’s just sleep,” he said, resting his head on top of hers.

“Night Rex, night Scoots.”

“Amahfa...” Scootaloo mumbled back. Rex and Diamond chuckled at that for a few moments before drifting off to a content sleep.

Daring Do and the Temple of Lujuria

Daring adjusted her hat as she trekked through yet another ancient temple. The weird thing though was that the legends surrounding it didn’t tell her the god that it was dedicated to. Both the name and domain of the deity seemed to be lost to time. The only carvings inside the temple were pictographs of worshippers leaving offerings. And of course, there was a legend about gaining the god’s power via an artifact in the temple that she had to keep out of the hands of Ahuizotl.

“This one better be worth it...” she grumbled to herself, heaving as she pushed open the heavy doors of main chamber.im The chamber was large and lined with pillars and old offering plates with nothing but dust left inside them. At the end of the chamber was a large altar that had an idol sitting upon it made of what looked like gold and copper.

“Looks like I finally beat him here for once.” She smirked, striding up to the altar, observing the idol closely.

“What was that about beating me?” Ahuizotl asked, popping out from behind the altar and pulling a rope that dropped a net down on her.

"Seriously?” Daring deadpanned, her eye twitching.

“Did you expect anything less from me my dear Daring?” Ahuizotl asked with a smirk as he picked the idol up.

“To be smarter than that.” She gestured to the idol.

“I already checked for mechanisms in the altar,” Ahui dismissed. “I’ve been waiting for you for quite some time now.”

“Aw, did you save the last dance for me? I’m flattered.”

“Of course,” he said, smirking at her banter. “I just couldn’t wait to see the look in your eyes when I became a god.”

“And what makes you think you’ll become a god?” Daring asked, glaring at him.

“Come now, you’ve read the same legends I have,” he said, holding the idol up. “And it says that this little beauty grant’s the power of a god to those that have it.”

“Well then, I’ll just have to take it from you!” she reached under her wing, throwing a small knife at the idol. It struck the idol in the eye and sank into it, leaving a large crack as it fell to the floor.

“You fool! You’ve damaged a priceless artifact!” Ahuizotl cried.

“Better than letting you have it!” Daring shot back. Black ooze leaked from the crack, a puddle of the stuff forming under it.

“What is this stuff?” Ahuizotl asked, backing away from the ooze.

“Now is that anyway to speak to your goddess?” a song like voice asked, the ooze pulsing slightly.

“Daring, you released the goddess,” Ahuizotl said with a gulp. “Did your studies ever tell you what kind of goddess she was?”

“Not in the slightest...” Daring muttered, watching as the ooze expanded and eventually forming itself into the vague shape of an alicorn.

“Really? I take a nap and the mortals forget me?” the ooze asked, giving off the impression of a pout.

“Well, it has been a few thousand years,” Daring pointed out.

“That doesn’t excuse anything,” the goddess huffed.

“The society that worshiped you crumbled and most of the legends were lost,” Ahuizotl explained.

“Well then, I’ll just have to rebuild it won’t I? I think you two will make fine subjects.”

“Wait… what?” the two enemies said in unison.

“You heard me.” It raised its arms, more of the ooze leaking in from the cracks in the walls. “We’re going to have so much fun~”

“I really should have checked you for weapons before picking up the idol,” Ahuizotl noted, gulping.

“Just get me out of this stupid net will ya?” He picked the net up and tossed it to an empty part of the chamber with his tail hand.

“Truce until we get away from the creepy ooze goddess?” he asked.

“Deal.” she nodded, looking at the ooze. He looked up and saw a hole in the ceiling that was free of the black substance.

“Up there.” He pointed to the hole, rushing to a pillar and started to climb up it.

“No you don’t~” A tentacle rose out of the goo, grabbing Ahuizotl and dragging him back to the goddess.

“Dios mio,” he whimpered, looking at the goddess in horror.

“Think you two can escape hm?” she asked, a tentacle wrapping around Daring. “Now, who wants to go first?” Daring and Ahuizotl and shared a look and both shook their heads vehemently. “I’ll just start with you then.” She turned to Ahuizotl. “First, let's get rid of those garish clothes.” The ooze spread over Ahui, a soft sizzling sound filling the air as the goo burned away his clothes. In a matter of minutes, he was laid bare before Daring and the goddess. Daring had to admit to herself, his sleek, muscular frame was pretty attractive. “Hmm... you are a strong one...” the goddess circled up, rubbing her chin.

“What are you going to do to me, diablo?” Ahuizotl asked, putting on a defiant expression.

She growled, slapping him. “I am no devil! I am Chihopotex, goddess of pleasure and fertility.”

“Oh… that’s gonna be a bitch,” Daring said upon hearing her title. She struggled against the tentacle wrapped around her.

“Now.” Chihopotex leaned down, looking at Ahui’s crotch. “Let’s see what we’re working with~” Ahuizotl suppressed a groan as the goo around him started to stroke his sheathed crotch. “Well? Don’t keep me waiting.”

“Forgive me if black goo and tentacles are not on my list of fantasies,” Ahuizotl said with a flat look.

“That doesn’t matter.” she chuckled, pulling him into a kiss. His eyes widened as he found himself returning the kiss. She reached down, stroking him with her own hand. He groaned into the kiss as his length emerged from his sheath. “Not too bad...” she commented, looking it over.

‘Not too bad, he’s huge,’ Daring thought as she got a look at his crotch.

“But, I know we can do better~”

Muffled shouting was heard as several off Ahuizotl’s henchponies were dragged in, each being wrapped up by a tentacle.

“I don’t take kindly to being forgotten.” Chihopotex covered Ahuizotl and his henchponies completely in goo, a wicked grin on her muzzle.

“What are you doing to them!?” Daring growled.

“Adjusting them, that's what birdie.” The henchponies seemed to shrink, though their goo prisons stayed skin tight.

“Oh Faust, that’s horrifying,” Daring said, turning her head away.

“What exactly do you think I’m doing?” Chihopotex asked, tilting her head.

“It looks like you’re eating those henchponies.” Daring said. “I mean, they’re shrinking.”

“Oh please, the only ponies I’ve ever eaten were rapists.” After a few moments, Chihopotex released the henchponies, dropping a group of very confused looking fillies onto the ground.

“You… turned them into children?” Daring asked gaping at what she was seeing.

“Not just kids, fillies,” the goddess corrected, “I find it much easier to mold priestesses when they’re young.” she cleared her throat, turning to address the girls. “Now young ones, I want you to go pick out rooms for yourselves in the temple. Go on shoo.”

"Can we jump on the beds?” a little unicorn asked with a pleading look.

“Yes you may.” Chihopotex smiled. The fillies all cheered and ran out of the room, leaving the three all alone. “Eating them? I mean really.” Chihopotex rolled her eyes. “Do I look like a monster?”

“You are made a goo and have been molesting my nemesis, what do you think?” Daring asked with a flat look.

“If he really didn’t want it, I wouldn’t have touched him. I’m the goddess of pleasure. I prefer the nice kind that doesn’t involve hurting people.”She paused. “Unless they like that kind of thing.”

“And what are you going to do to Ahui, turn him into a little girl too?”

“Of course not. I’m going to give him what I took from them.” The goo around Ahui pulsed and a muffled moan was heard. When the goo pulled away, he was swaying on his feet and his enlarged length throbbed between his legs.

“Holy shit! That’d rip me in half!” Daring exclaimed.

“Not when I’m done with you~” Chihopotex laughed, stroking Ahui’s chin. “Do you like my gift?”

“Well, I was okay with my size before but…” He examined his member, moving his hips a bit. “I don’t think I’ll complain about this.”

“Good boy...” Chihopotex kissed his head, melting into the sea of goo and reemerging in front of Daring.

“Oh crap, what are you going to do to me?” Daring asked with a gulp.

“How does being my high priestess sound?” Chihopotex asked, pulling her into a kiss, closing her eyes. Daring’s wings flexed in surprise, though like Ahui she returned it. The tan pegasus then pulled away with a blush.

“What would that entail exactly?”

Chihopotex leaned in, breathing in her ear. “How about I make that amazon fetish of yours a reality?”

“What?!” Daring asked her entire face turning beet red. “I don’t have an amazon fetish!”

“You can be honest with me Daring, I won’t judge you...” Chihopotex promised, pulling Daring into herself. Daring struggled a bit but something about the warm liquid relaxed her. Her movements ceased and she found it easy to breathe inside it as well. “That's it... the goddess cooed, her body covering Daring like a latex suit. The goo pulsed and Daring groaned as her body started to change, growing larger. “Feels good doesn’t it?” Chihopotex asked, feeding energy into the pegasus, accelerating her growth. The goo pulled away, revealing that Daring had grown a head taller than Ahuizotl, and her physique had become sculpted and well defined.

“Oh Faust...” Daring panted, looking herself over, “I feel like an earth pony.”

“Consider it my gift to my new high priestess,” Chihopotex said with a smile. “I can tell that you like it.”

Daring spread her new, larger wings, giving them a test flap. “Yeah but... I get the feeling I’m not gonna like the price.”

“No, you’ll like that too,” Chihopotex said with a smirk.

“Yeah? Well, what is it?”

“You will be mother to my new followers, and guess who the father is~” Chihopotex sing songed.

“I’m not having kids with him!” Daring stated defiantly. “I don’t care if you're a god or not, I choose who the hell I sleep with!”

“Really? Because you’ve been eyeing him up ever since I stripped him,” the goddess pointed out with a smirk.

“Morbid curiosity,” Daring dismissed, crossing her arms.

“Uh huh, I saw all your fantasies when I kissed you, so I’m not buying that,” Chihopotex said. She thought for a moment, her smirk growing. “Unless you want Ahui to be the mother~”

“Okay, okay, I’ll admit it, I’ve occasionally thought about having sex with Ahuizotl,” Daring huffed.

“Alright then.” Chihopotex slapped her ass. “Get on the stick and make me some babies!” Daring grumbled and walked over Ahui.

“I’m starting to think I’d prefer you getting the power than this,” Daring said as she pushed Ahuizotl to the ground and straddled him.

”Are you sure about that?” he asked, looking up at her.

“Look, let’s just play along until we can escape,” she whispered in his ear as she inserted his length slowly inside her.

“Oooh you’re tight....” Ahui moaned, reaching up to grab her hips.

“No you’re just stupidly huge,” Daring moaned. “Oh Faust you’re stretching me so much, I can feel all your veins.”

“Oh yes!” he groaned, reaching up and grabbing her breasts. She moaned, her wings pomfing out.

“H-hey, stick to the plan,” she moaned out as she bounced on his length.

“What you’re telling me you don’t like that?” he smirked, twisting her nipples.

“Hnng.” She groaned and started bouncing faster. “Damn it, do you really wanna be making babies ‘round the clock with me? We hate each other.”

“I dunno, I always thought you’d make a fine wife.”

“Wait… what are you saying?” Daring asked, a blush on her face as she locked eyes with him and continued to bounce.

“That if you weren’t always playing hero I would have gladly taken you as my wife.”

“W-well, if you weren’t always trying to take over the world… I might’ve said yes,” she admitted, blushing madly and running her hands up and down his chest.

“I can’t help if I’m ambitious.” He leaned up, planting a kiss on her lips. She returned the kiss and continued to feel up his muscles.

“You could’ve used that ambition for less evil things,” she said with a pout.

“Like what?”

“Become a politician,” she joked, kissing the tip of his nose.

“I don’t have the stomach for it.”

“Aww, but you’d look good in a suit,” she said, starting to bounce faster. “And plus, think of all the scandals we could get into~” She bit his neck with a smoldering look.

“Perhaps...” he shivered a little, grabbing her ass with his tail hand.

“Mmm, that third hand of yours is pretty skilled,” Daring purred.

“Thanks.” he smiled, slapping her ass with it.

“Maybe we should keep doing this after we escape,” she whispered in his ear, moaning from the slap and shaking her hips to beg for more.

“Why would we need to do that?” he asked, spanking her again.

“Because I like my job,” she whispered in his ear, nipping and tugging on the tip. “I’ve got a few years of adventuring left in me before I’ll be ready to settle down and start a family.”

“You just don’t want to run out of material,” he teased.

“I can’t help it if I get my best motivation while stuck in deathtraps in the middle of the jungle,” she joked, pulling him into another kiss. She put one of her hands behind his head and scratched the base of his ears.

“Oh yeah... that feels good...” he smiled, digging his claws into her tit flesh.

“Hnng, so rough,” she moaned, bouncing faster and continuing to scratch his ears. “Mmm, when we get out of here Ahui, I’ll let you be on top. Then we’ll pretend one of your plans worked.”

“Oh? I thought you hated me?”

“Not after you’re making me feel this good I don’t.” She kissed his nose again. “So how about we fuck instead of fight from now on?” He grinned, grabbing her hips and picking up the pace. “Oh yeah! Fuck me hard you sexy jungle cat!” She cried, holding onto him as tight as she could. He happily obliged, moving his hips as fast as he could. “Mmm, you’re stretching me so much. I don’t think I’ll be able to go back to normal stallions after this.” She scratched his ears more and kissed between his pecs.

“And I won’t be able to go back to normal mares,” he replied, shuddering at her touch.

“Then I guess that means we’ll just have to keep seeing each other once we get out of this temple,” she said, smiling as she scratched his ears and peppered his chest with kisses.

“I-I’m close...” he muttered, looking up into her eyes.

“Me too,” Daring said, panting slightly. “Cum inside me, we’ve gotta make this convincing for the goddess watching us,” she whispered in his ear before nipping it again. He gave one final grunt before going over the edge, bloating her belly out. She moaned, her velvet walls clamping down on his length and milked him for all he was worth as her fluids splashed on his lap. Her wings started to flap, cooling their hot bodies off slightly.

“Quite the show~” Chihopotex clapped, which sounded odd due to her body.

“Well, we got into it,” Daring said, pulling herself up onto shaky hooves. She held a hand out to Ahui to help him up. He took her hand, pulling himself to his feet. “We might even do it again,” she joked, winking at Ahui.

“Excellent!” Chihopotex smiled. “Now, we have to fix up the temple...”

“Well, I’m not exactly good at fixing things,” Daring said, rubbing the back of her head. “The condition of my house would demonstrate that.”

“We don’t have to worry too much about that. I can do it.” the goddess nodded, spreading her goo over everything. The goo started to pulse rhythmically as Daring and Ahui watched, standing side by side. Eventually, the goo pulled off and everything looked brand new, nary a crack or piece of dust in sight.

“Oh wow, this is amazing!” Daring gasped, taking in the restored temple.

“Why thank you, I try.” Chihopotex beamed, moving out of the main chamber.

“What would you like us to do now?” Ahuizotl asked.

“Hm, that is the question...” Chihopotex rubbed her chin. “You do need proper attire...”

“Yeah, I guess being in the buff all day isn’t something a high priestess should do,” Daring noted, looking down at herself.

“Not even mine.” Chihopotex shook her head. “Have to be decent for the young ones.”

“So, are you going to give Daring and I an outfit using the goo?” Ahuizotl asked.

“Is that what you want~?” Chihopotex asked, giving him a mischievous smile.

“Well. unless there’s sewing gear hidden away in this temple,” Daring said. The goddess smiled, her goo covering them once more. When it pulled away they were left in thin clothes with gold and copper necklaces that had a depiction of an ancient symbol on it. Both of their midriffs were bared and they had gold bracelets and copper anklets as well. “Whoa, traditional clothing fully intact,” Daring noted. “This is an archaeological dream.”

“Only the best for my top servants~” Chihopotex sing songed, slithering down the hall to check on the fillies.

“I guess we should follow her,” Daring said. “Oh and these traditional clothes suit you really well,” she complimented, putting an arm around Ahuizotl.

“And you as well,” he replied, leaning into her.

“Please, I look good in anything,” she joked, starting to walk down the hall with him at her side.

“That we can agree on~” he reached his tail over, grabbing her ass.

“I think we should share a room,” she said with a smirk as she grabbed his ass in return. “That way we can come up with plans together to get off… I mean out.”

“Why don’t we just get out now?” he asked, looking up at her.

“Shouldn’t we try to rescue your former hench ponies?” she asked.

“Do you want to get stuck with almost a dozen fillies?” Ahui asked, raising his eyebrow. Daring flinched at the thought.

“Well, we could see if Celestia could do anything about changing them back.”

“Do you have a plan?”

“Not yet,” Daring admitted with a shake of her head. “That’s why we’re playing along with her for now. I could use your help coming up with this plan.”

“My help huh?” he asked with a cocky grin.

“Hey, I know I’ve talked shit on you before, but you’re almost as good as me when it comes to researching ancient artifacts. Plus, you come up with elaborate traps for me all the time,” she said with a shrug.

“How are we supposed to trap living goo?” he asked.

“I wasn’t saying we should, but we do know it’s possible to trap her,” she said. “Remember the idol? She didn’t put herself in there I don’t think.”

“Yes but why did they trap her in the first place?”

“Well, this place is fully restored thanks to her,” Daring pointed out. “Maybe there’s something in here that’ll fill us in on the history of this place and maybe even how to trap her.”

“So... just play along huh?”

“Yeah, so we’ll have to do jobs around here and learn how to be a priest and priestess,” Daring said. “And we’ll have to screw more, but neither of us are gonna be complaining about that.” She looked into his eyes and licked her lips.

“No, I don’t think we will...”

A Canterlot Wedding (AU)

Author's Note

Hey everybody. got some interesting news. My wonderful co-author and I have been keeping these chaps all in one timeline. But, now we've decided to open things up to alternate timelines. This basically means that we'll be able to use characters we've already paired off. All chaps part of a different timeline will be marked with (AU).

A Canterlot Wedding (AU)

Celestia was on her knees and in a daze in her throne room. Meanwhile, Chrysalis was sitting on her throne and wearing the princess's crown. “Well, it seems the Princess of the Sun wasn’t quite what the stories made you out to be,” Chrysalis taunted.

“You won't get away with this...” Celestia responded, trying to fight through her pounding headache.

“Pretty sure I already have Celly,” Chrysalis said, getting off the throne and flicked the tip of her horn. “You can’t even think straight right now, let alone stand and face me again.” Celestia flinched, shaking her head. “See? You fought admirably, but now you’ve lost and Equestria, and by extension you, are mine. So relax and learn to love it.”

“N-never,” Celestia protested, trying to light her horn.

“I do so love the spirited ones.” Chrysalis smirked. “I’ll tell you what, if you can actually succeed in lighting your horn up, I’ll give you one free shot at me. So make it count.”

Celestia closed her eyes, doing her best to find her focus. Chrysalis just sat back down on her throne and waited with a smirk. With a grunt of effort, the alicorn’s horn flickered to life.

“Good job Celly, now make your one shot count,” Chrysalis said, standing up with her arms outstretched. Celestia let out a bolt of magic, aiming at her head. Unfortunately for Celestia, the bolt fizzled out just before it hit her. She whimpered, her ears pinning to her head. “Don’t feel too bad, it was amazing that you even managed to light your horn up in your current state. But, you had your one shot. Now, I know you like changeling kings, Celestia, but how do you feel about queens?” she licked her lips as she drank in Celestia’s curves.

“W-what are you talking about?” Celestia asked, looking at her with wide eyes.

“I know about you and that king acting as your guard captain shacking up,” Chrysalis said, lifting up Celestia’s chin. “So I’m asking, does your door swing both ways?” Chrysalis giggled as Celestia squirmed. “Well?”

“...Yes, I’ve slept with mares before,” Celestia muttered, blushing.

“Good.” Chrysalis dragged her tongue across her horn. The solar princess shivered and bit her lip to hold back a moan. Chrysalis reached down, ripping the front of Celestia’s dress, exposing her breasts. Celestia gasped and covered her nipples with her hands, blushing hotly. “Nice tits.” Chrysalis smirked. “How about we give your niece and her guests a nice show hmm?”

“Wh-what are you going to do?” Celestia asked, staring into Chrysalis’s eyes.

“Well you see, i’ve been meaning to lay my next brood for a while.” Chrysalis licked her lips, starting to disrobe. Despite herself, Celestia’s eyes roved the changeling queen, and she liked what she was seeing.

“...Y-you’re going to use me as an incubator?” Celestia asked with a gulp.

“Not just you. That adorable little student of yours, your absentee sister, sexy Cadance, and Shining Armor, once he’s done getting ready.”

“No!” Celestia cried. “Please, I will do anything you ask, just don’t do anything to them. I’ll carry your eggs, I’ll serve you, whatever you want!”

“I'm the one in charge now Celly,” Chrysalis reminded. “Isn’t that right Shining Armor?”

“Whatever you say, Dear,” he replied in a daze, swaying on his hooves.

“That's a good boy.” She kissed his head. “Now get in your pod dear.” He walked over and stepped into a cocoon.

“Chrysalis, please, I’m begging you,” Celestia spoke up. “I will be absolutely obedient if you do not harm my loved ones.”

“I'm not harming anyone.” Chrysalis rolled her eyes, sealing Shining in.

“What are you doing to him?” Celestia asked, staring at the cocoon.

“In a few short moments, he’ll be joining the fairer sex.” Chrysalis smirked, ripping the rest of Celestia's dress.

“I would call changing his sex against his will harm,” Celestia said, crossing her legs to hide her genitals from view.

“Spread those legs wide,” Chrysalis commanded, slapping her ass. “You do want to be a good girl don't you?” She asked, looking into her eyes. Celestia took a deep breath and put her body on display for the queen, posing like a centerfold model.
“Mmm... I bet you're nice and tight.”

“I-I am my queen,” Celestia said through a mad blush. “Being an alicorn comes with some physical perks. I could take a full grown dragon inside me and still grip like a virgin.”

“Oh you're just getting me all hot and bothered.” Chrysalis bit her lip, a shaft dangling from her crotch.

“I do want to prove to my queen that I’m all she needs.” Celestia bit her lip and grabbed the shaft, slowly stroking it. “You won’t need Twilight, Cadance, Shining Armor, Luna, or anypony with me around.” She kissed the tip of the shaft. “I’ll please you completely and utterly. And I’ll love every second of it.”

“We’ll see about that.” the queen sat on the throne, watching her. “On my lap now.” Celestia instantly jumped onto Chrysalis’s lap, wrapping her arms around her neck and pressing their chests together.

“I assure you, I’ll give you everything you want and more.”

“We’ll just have to wait and see.” Chrysalis grabbed her hips, thrusting into her. Celestia moaned as the thick length speared into her folds.

“Oh! My queen is so big!”

“No need to play it up,” Chrysalis chuckled, “I'll make you scream soon enough.”

“I’m looking forward to it,” Celestia replied, grinding their chests together. “And perhaps I will not be the only one screaming in pleasure between us.” She pushed her hips down to help the queen’s thrusting.

“That's a good slut~” Chrysalis hummed, already feeding of Celestia's lust Celestia looked up, giving the queen’s jagged horn a lick as she bounced on Chrysalis’s lap. Chrysalis let out a moan, pounding in and out of her.

“Yes~” Celestia moaned, bouncing and licking even faster. “Pound into me my queen, be rough with me. That king was always scared to treat me like a slut.” Chrysalis gave her ass a slap, taking pleasure in watching it jiggle. Celestia moaned louder, her wings pomfing out. “Yes! Spank me my queen! I was so naughty for standing against you earlier!”

“Yes you were.” Chrysalis spanked her again, flicking her tongue against her nipples.

“Mmm, I love when my nipples get attention,” Celestia shivered, taking the tip of Chrysalis’s horn into her mouth.

“Enjoying the show Twilight?” Chrysalis asked the bound unicorn, nipping and sucking on her toy’s nipples.

“Wh-what did you do to Princess Celestia?!” Twilight cried, watching as Celestia suckled happily on the queen’s horn.

“I didn't do anything. It just so happens your Princess is a slut.” Chrysalis smirked. “You're next by the way.”

“There’s no way I’m letting my first time be with somepony evil like you!” Twilight boomed. “I’m not even into mares!”

“Doesn't matter, I'm going to pump you full of eggs.” Chrysalis licked her lips.

“My queen, I’m gonna be the only one to carry your eggs from now on,” Celestia pouted, bouncing even faster. “Why bother with a virgin like her?”

“Because my dear Celly, a brood can take on the characteristics of their incubator, and I happen to know, she’s the most powerful magic user in your country.”

“Among unicorns maybe,” Celestia waved off, kneading Chrysalis’s breasts. “But her magic doesn’t hold a candle to mine at this point. Maybe if my plan for her panned out, but at the moment, not even close.”

“I've made up my mind.” Chrysalis growled, spanking her hard. “You will not question your queen.”

“I’m not questioning you,” Celestia assured, kissing her horn and licking it. “I’m just trying to make sure my queen’s hive is as perfect as possible. Twilight isn’t up to that task yet.”

“That's not your place slut!” Chrysalis hissed, baring her fangs.

“I’m sorry my queen.” Celestia gave Chrysalis’s horn a long lick. “I just want to help you. I never want to make you angry.”

“Then you will drop the subject,” Chrysalis growled, ramming into her. She nipped and tugged at her nipples, squeezing her ass. Celestia became a moaning mess, doing her best to please the queen as well.

“Yes my queen, do as you wish.”

“That's right, accept your new role.” Chrysalis moaned, feeling the first of many eggs slide down her ovipositor. Celestia moaned and held onto Chrysalis as tight as she could as her stomach bulged.

“Mmm, your eggs feel so perfect inside me.” Celestia buried her head between Chrysalis’s breasts. Chrysalis gripped her hips, grunting as she filled Celestia’s womb with eggs. Celestia moaned and panted as her womb was filled to its utmost capacity.

“There we go~” Chrysalis rubbed Celestia’s bloated abdomen, humming in approval.

“I can’t wait to be filled again.” Celestia peppered Chrysalis with kisses. “It feels so good to be bred by my queen.”

Chrysalis kissed her back, levitating her over to some cushions. “Ready Twilight?” She asked, turning to the unicorn.

“To be raped? No,” Twilight replied, trying to use her magic as she struggled against her bindings.

“I'm not going to rape you.” Chrysalis gestured to her drones, watching as they dragged her over.

“And what would you call it?” Twilight asked with a glare as she continued to struggle.

“Populating my species.” Chrysalis stroked her chin. “You can't tell me this doesn't interest you.”

“Being forced to carry the eggs of the bitch that kidnapped my old foalsitter, brainwashed my mentor and brother, and turning said brother into my sister? No, that interests me about as much as sandpaper to my horn,” Twilight replied.

“Keep that up and I'll reduce you to a drone.” Chrysalis growled, slapping her hard enough to leave a mark. Twilight let out a noise and spat a glob of phlegm on the queen’s face.

“Do your worst to me, bitch,” the unicorn challenged.

Chrysalis balled her fist, slamming it into Twilight’s gut. “Choose wisely girl. Do you want everything that you are stripped from you, including that precious intellect of yours? Over some eggs?” Twilight grit her teeth, but went limp.

“Alright, I’ll do this your way.”

“Good girl.” Chrysalis sent out a pulse of love, negating Twilight's pain. “Now strip.”

“Umm, not being a defiant smart ass or anything but…” Twilight indicated her bound hands and hooves. Chrysalis sighed, motioning for her guards to unbind her. They did so and she rubbed at her wrists before taking a deep breath and pulling off her sweater vest.

“Hmm...you’re a little small.” Chrysalis zapped Twilight with a spell, grinning owlishly as her measly A’s ballooned out to DDD’s.

“Okay… guess I can’t complain about that,” Twilight muttered, blushing as she hefted her new chest.

“I’m good to my subjects,” Chrysalis spoke, patting her lap. Twilight gulped and got onto the throne. Chrysalis licked her lips, removing Twilight’s pants and panties.

“Just imagine a stallion and it’ll be over before you know it,” Twilight muttered, looking away from Chrysalis. The queen leaned in, pulling the unicorn into a kiss, rubbing their chests together. “Okay… kinda hard to picture a stallion now.”

“Just relax,” Chrysalis cooed. “I'm going to make you feel good~”

“Umm Ch- my queen, I’m not trying to be defiant or anything but… I’m only attracted to stallions. I’ve tried… pleasuring myself to… erotica featuring mares and even mares with stallionhoods but… I just didn’t get much from it,” Twilight explained with a blush, tapping her pointer fingers together.

“If that was true.” Chrysalis reached down, rubbing her fingers across Twilight's slit. “Why are you so wet?”

“Well, a mare’s body does weird things in these kinds of situations,” Twilight explained, going into lecture mode. “Signs of arousal and even orgasm have been reported in many sexual assault cases in both genders and as such it is not a culpable defense in those cases.”

“You know, you're adorable when you do that.” Chrysalis pulled her her into kiss, starting to push into her. She went slow, tugging on Twilight's nipples. The unicorn pulled away from the kiss and squirmed a little.

“Umm… I guess I just like sharing information with others.” Chrysalis gave her ass a slap, starting to move her hips. “Kyahh!” Twilight cried, wincing in pain. “Th-this hurts… my queen. You’re too big for me.”

“Sh... you’ll be okay,” Chrysalis assured, sharing some of her pleasure with Twilight. She groaned, blushing.

“I-it’s not like I can convince you to stop.”

“Getting into it are we?” Chrysalis chuckled, picking up the pace. She nipped at Twilight’s nipple, starting to suck on it.

“You’re using your magic on me to share your feelings,” Twilight said, her hands gripping onto the queen’s shoulders.

“It seems to be working.” Chrysalis winked, tugging and twisting her nipples. Twilight bit her lip, refusing to moan.

“You’re experienced in manipulating the emotions and minds of others. It’s not surprising your magic works on me considering I’ve never studied changeling magic before.”

Celestia watched the two of them, biting her lip, she reached a hand down, playing with herself.

“True, it didn’t take much for me to bring out your teacher’s suppressed lust,” Chrysalis said, wrapping her tongue around Twilight’s horn. Twilight stuttered, her eyelids fluttering. “Don’t fight your lust,” the queen cooed. “If you’re good, I’ll change to look like any stallion you want and fuck you however you like.”

“I-I don't want this,” Twilight insisted, shaking her head.

“Shh, you don’t have to hide anything from me,” Chrysalis kissed her cheek and stroked the side of her face. “I can feel your every emotion right now.”

“No!” Twilight insisted, trying to pull away from her.

“Why are you so afraid to admit your emotions?” Chrysalis asked gently, keeping her hold on Twilight.

“You're messing with my mind! I don't want this!”

“All I’ve done was share my pleasure to ease the pain of losing your virginity,” the queen replied, running her hand up and down Twilight’s flat stomach. “The rest has all been you.”

“You're lying!” Twilight whimpered, shaking her head. Chrysalis gently took hold of the unicorn’s chin and locked eyes with her.

“Do I look like I’m lying?”

“I-I dunno...” Twilight admitted, her ears pinned to her head.

“Then try this.” Chrysalis leaned in and kissed Twilight gently, tilting her head to deepen it. Twilight blushed, but found herself returning the kiss. Chrysalis added her tongue to the mix, running her hand up and down the unicorn’s back. “See? I’m not doing anything.” Chrysalis pulled away, looking into her eyes.

“I-I guess this isn’t so bad,” Twilight replied, blushing and rubbing her legs together. “And… I liked that kiss.”

“You can't tell me the idea of being filled with eggs doesn't fascinate you.”

“Well… it would be interesting to document how carrying your eggs compares to a normal pregnancy,” the unicorn stated, her blush deepening.

“That's why I’m not going to reduce you to a moaning slut like Celly, I appreciate intelligence.” She leaned in, nibbling on her ear. Twilight moaned a little and her hands landed on Chrysalis’s chest. “That's it, let go of your inhibitions.”

“Mmm, why am I enjoying this so much?” Twilight wondered aloud as her hands subconsciously kneaded the queen’s chest. “I’ve never liked mares before this.”

“I think you've always been in denial.” Chrysalis moved her hips again, resting her hands on Twilight's ass.

“Maybe,” Twilight admitted, groaning and swishing her tail as the queen kneaded her ass and slowly thrusted into her. “I just know that I won’t deny this. I love this.”

“Excellent.” Chrysalis smiled, starting to pick up speed. Twilight moaned and leaned against Chrysalis.

“C-can you kiss me again?” Twilight asked, looking into the queen’s eyes. The queen smiled, kissing her again. Twilight returned the kiss eagerly, closing her eyes and moaning happily as her tongue danced with the other mare’s. Chrysalis tugged on Twilight's nipples, bouncing the unicorn on her lap. Twilight let out a long moan into the kiss, feeling her orgasm well up inside her. The unicorn then clumsily tried to copy Chrysalis’s ministrations on the queen’s chest. Chrysalis moaned, pushing her chest into Twilight's hands. A sense of accomplishment filled the unicorn, her confidence building as she continued to knead and grope the queen’s chest.

“That's it Twilight...just like that...” Chrysalis encouraged, moaning in her ear.

“Umm… my queen, can we keep having sex even after you fill me with your eggs?” Twilight asked, biting her lip as she played with Chrysalis’s nipples. “I like pleasuring each other like this.”

“I don't see why not,” Chrysalis purred, reaching down to tease her clit. Twilight moaned and her tongue lolled out of her mouth.

“Thank you my queen. Mmm, I feel like I’m getting close.” Chrysalis chuckled, giving one last thrust before beginning to implant her eggs. Twilight screamed in pleasure as she had a powerful orgasm. She pulled Chrysalis into a passionate kiss as her stomach bloated.

“Doesn't that feel good?” Chrysalis asked returning her kiss.

“That was the best feeling ever!” Twilight panted and nuzzled Chrysalis. “I’ve never felt this amazing before.”

“I want you by my side Twilight.” Chrysalis kissed Twilight’s horn. “Be my queen.”

“Wha-?” Twilight asked shivering from the contact as she recovered from the intense orgasm. “Are you asking me to become a changeling?”

“No you silly pony,” Chrysalis chuckled, “I want to make you my mate.”

“Huh, you mean like… marry me?” Twilight asked, her eyes widening as she locked eyes with the queen.

“Yes.” Chrysalis smirked.

“I mean… I’m really flattered, but uh, why me?” Twilight questioned, a blush coloring her cheeks.

“You’re smart, beautiful and oh so powerful.”

“If I say yes, would you let my brother stay a stallion?” Twilight leaned in close, their lips only a hair’s breadth away.

“Oh but he’d make such a fine broodmare.” Chrysalis pouted.

“Please, for me?” Twilight gave the queen a pouty look. “It’d make me really happy. And a happy Twilight is more willing to experiment in the bedroom.” She ran her hand along Chrysalis’s stomach.

“Fine.” A few drones flittered up to.the pod, cutting Shining out.

“Thank you, Chrysalis,” Twilight said, smiling as she gave the queen a peck on the lips. “And just so you know, I might’ve said yes even if you hadn’t done that.” She giggled and winked at her new mate.

“Then why don't I put him.back in?” Chrysalis asked.

“Like I said, keeping my brother my brother makes me happy,” Twilight reiterated. “And since I’m happy, I’m willing to try more things with you.”

“Fine, fine.” Chrysalis snorted a little. “Who should I fill up next?”’

“There’s no need to get huffy,” Twilight said, kissing her queen’s cheek. “I promise to more than make it up to you.”

“Don't dodge my question,” Chrysalis responded, poking Twilight's chest.

“You said that the drones take on characteristics of the one they incubate in, right?” Twilight asked.

“Yes, I did say that.”

“If that’s the case then Rainbow Dash’s speed or Pinkie Pie’s logic defying Pinkie Sense would be the most logical traits to try and integrate into the hive,” Twilight replied.

“Bring them!” She ordered the drones. The drones dragged the two over, putting them on their knees in front of the throne. Dash glared up at Chrysalis.

“You’ve got another thing coming if you think I’m gonna let you anywhere near my slit,” Dash growled.

“Aw why not?” Chrysalis asked, petting Twilight's head. “I think you'll love it.”

“Oh yeah, I’ll really love carrying the eggs of somepony that’s taken over my country,” Dash said, an edge in her voice.

“Twilight does,” Chrysalis pointed out, kissing her mate’s head.

“After you screwed with her head she does,” Dash retorted.

“I didn't touch her mind,” Chrysalis commented, setting Twilight down next to Celestia.

“And why should I believe a word you say?” Dash asked, snorting. “You’ve already proven that you’re a good liar.”

“Because if you don't want to carry my eggs, I'll send you back to Ponyville,” Chrysalis offered.

“Okay, I may not be as smart as Egghead over there,” Dash started, pointing her bound hands at Twilight. “But I know there’s gotta be a catch to this deal.”

“It's simple, you’re Twilight's friend. Not hurting you makes her happy and a happy Twilight is a happy Chrysalis.”

“So you want me to abandon my friend for the sake of keeping a flat stomach?” Dash asked with a frown. “Dammit, this is a lose lose situation,” she muttered under her breath.

“Make your choice,” Chrysalis ordered, getting impatient.

“Fine, I’ll carry the damn eggs,” Dash huffed. “But only because I can’t turn my back on my friends.” Chrysalis smiled, ripping her clothes off. Dash took a deep breath as her toned, lithe body was laid bare in the throne room. “Alright, how do you want me to do this?”

Chrysalis didn't respond right away, taking in her body.

“You’re not thinking of doing to me what you did to Twilight, are you?” Dash asked, following the queen’s gaze.

“And if I am?” The queen smirked.

“Then I’d say you’re lucky that I’m doing this for my best friend, or else we’d find out what happens when a pony moving faster than sound hits a giant bug,” Dash replied, gritting her teeth.

“And soon, that will be passed to us so called 'bugs’,” Chrysalis replied, pulling Dash into her lap. She nibbled on Dash’s ear, reaching up to grab her breasts. Dash stiffened up, her wings flapping as she fought off a blush. “Hmm... Not big enough.” Chrysalis grew out Dash's breasts, pinching her nipples.

“Hnng,” Dash groaned. “Well, those are gonna be hard to fit in a Wonderbolts uniform,” she muttered, a faint blush poking through her fur as she stared at her new breasts.

“As if I'd let my incubators do something so dangerous,” Chrysalis scoffed, pushing into Dash. “Oh yes... Nice and tight...”

“Kyaa!” Dash cried, her wings shooting up. “N-no, I-I need to become a Wonderbolt,” she groaned as Chrysalis toyed with her chest.

“Why? I can give you everything you need,” Chrysalis gave her a swat on the ass. “Ride me Skittles.”

Dash grunted and slowly lowered herself further onto the queen’s ovipositor. She winced and controlled her breathing, never having taken anything this big before. “I-it’s my dream to be a Wonderbolt,” she panted out. “I c-can’t abandon it.”

“Hmm...I can relate to that.” Sensing Dash’s displeasure, Chrysalis shared some of her own pleasure with the pegasus. Dash’s wings stiffened a bit more and her descent became much smoother. Before she realized it, her ass was resting on the queen’s lap.

“What, was taking over Equestria your dream?” Dash asked, subconsciously grinding herself into Chrysalis’s lap.

“Why yes, yes it was.” Chrysalis pulled her into a kiss, dominating the smaller mares tongue. She smirked, feeding off Dash’s building lust. Dash let out a small moan into Chrysalis’s mouth without realizing it, her hands roving up and down her carapaced back.

“Oh wow...” Twilight bit her lip, her hand sliding to her crotch. “This is way hotter than any of that smut I tried looking at.” She dipped two of her fingers past her folds, rubbing her thumb against her clit.

“I try,” Chrysalis giggled, having her way with Dash.

“Twilight! You have to do something!” Rarity cried, watching the display in horror.

“I already am,” Twilight replied, her fingers sliding in and out of her lower lips as she watched Dash’s hips working in tandem with Chrysalis’s.

“You have to fight it!” Rarity pleaded, a blush forming in her cheeks.

“A couple things there,” Twilight replied, her eyes not moving from the scene on the throne. “The first being that there’s nothing to fight in my head at least. And the other being that Celestia, the mare that raises the sun before having her breakfast each day, lost to Chrysalis. What exactly would you like me to try?”

“I know what she could try.” Chrysalis winked, giving one last thrust before filling Dash with eggs. “Twilight, be a dear and keep an eye on the other incubators.” She placed Dash next to her, grabbing Rarity next.

“Do you mean an eye, or some other body part?” Twilight asked with a giggle, sticking her tongue out.

“Whatever you want my dear,” Chrysalis replied, making short work of Rarity’s clothes. Twilight nodded and pulled Dash into a kiss, the dazed mare returning it without thinking. Chrysalis smiled before turning her attention to Rarity, her eyes roving over her body. “Well, I don’t think I’ll have to make any adjustments here.”

“P-please don’t do this...” Rarity begged, covering her body up.

“The offer I made to Rainbow stands for you as well,” Chrysalis said. “If you don’t wish to carry my eggs then you can be returned to Ponyville.” She leaned in, breathing into Rarity’s ear. “Though... I'd like to have the whole set...” Rarity shuddered, glancing over to see Twilight and Rainbow still going at it, their heads buried in each other’s crotches.

“And those two really are themselves?” Rarity asked, weighing her options.

“I swear it on my life,” Chrysalis assured, rubbing her head gently.

“Then… I suppose I’ll go along with this, if only to stay among my friends,” Rarity said, blushing hotly.

“Good girl.” Chrysalis wasted no time, working her way through Rarity and the rest of the Elements. She grinned wide, seeing only Cadance was left. “Well, well, well, what have we here?”

“So you’re going to turn me into an incubator like my aunt and my friend?” Cadance asked, struggling against her bonds. “I’m actually surprised you still have eggs left. Where do you keep them all?”

“It’s a secret~” Chrysalis winked. “And I don't hear them complaining.” She gestured to the girls, who were busy comparing their swollen stomachs. Twilight had a smirk as she seemed to have the largest swell. “I mean I could skip you, I bet Luna’s nice and tight after all this time.”

“What, you’d leave me as the only princess without a baby bump?” Cadance asked, her voice dripping with a sarcastic pout. “Am I just not pretty enough for you?”

“You almost sound disappointed,” Chrysalis teased, winking. “Perhaps I’ll just exile you. Let you live knowing I took everything from you.”

“Wow that’s… pretty sadistic,” Cadance said, blinking.

“Perhaps I will do that.” Chrysalis rose up, looming over Cadance.

“Or, you could let me stay,” Cadance offered with a weak grin.

“Oh no, you’re not going to see any of them again.” Chrysalis grinned, baring her teeth. “I'm keeping them all, my personal little breeders.”

“But what if I joined in as an incubator?” Cadance asked, gulping at the thought.

“I don't want you Cadance.” Chrysalis lifted her up, sneering at her.

“Why don’t you want me?” Cadance asked, blanching.

“Give a few reasons that I would,” Chrysalis commanded, staring into her eyes

“My unique magic would let your drones kindle the love between ponies and make it easier to gather?” Cadance offered with a weak smile.

“That is a good point...” Chrysalis rubbed her chin. “What do you think Shiny?”

“Whatever you say, Dear,” Shining replied, still under the queen’s control. She groaned realizing the spell was still going. She cut it off, watching as he dropped like a sack of rocks.

“I say we let her join,” Twilight chimed in, striding over to Chrysalis’s side. “I uh… kinda had a crush on her as a filly and this would be a good opportunity to work out those feelings,” she concluded with a sheepish smile and a blush.

“If that's what you want.” Chrysalis tore Cadance’s clothes off, thrusting hard into Cadance. Cadance gasped, her wings flaring out. Twilight grabbed Cadance’s head and pulled the princess into a passionate kiss. Cadance blushed, returning Twilight's kiss. Twilight then gently grabbed Cadance’s chest, kneading the flesh as she and her old foalsitter continued their kiss. “Mmm... You two are delicious,” Chrysalis hummed, feeding on their lust. The two ignored the queen’s comment, Cadance reaching down to slide a finger into Twilight as they pressed tightly against one another.

“Just like that...” Twilight moaned, bucking her hips against Cadance's fingers.

“You make such cute noises, Twilight,” Cadance whispered in the other mare’s ear, nibbling the edge of it while she pumped her fingers even faster. Chrysalis increased her thrusting, licking Cadance's horn. Cadance moaned, small sparks fizzling from the tip of her horn as the queen traced the grooves of the appendage. Cadance leaned down and took Twilight’s nipple into her mouth, suckling on it urgently.

“This is so hot...” Dash bit her lip, rubbing her legs together.

“Yeah, super duper hot!” Pinkie agreed, openly masturbating. “Who knew Twilight had it in her?” Dash reached over, grabbing one of Pinkie’s breasts. Pinkie pounced onto Dash, making out with the prismatic mare. Dash wrapped her arms around her, deepening their kiss.

“Mmm, Cadance, that feels so good,” Twilight panted as Cadance tugged her nipple with her teeth and pumped her fingers in a blur of motion. “Dont stop...” she begged, rubbing Cadance's breasts. Cadance obliged, continuing her ministrations while lighting her horn up to send vibrations along Twilight’s clit. Twilight groaned, her juices running down her legs. Spurred by this, Cadance increased the vibrations and gave Twilight’s nipple a powerful tug with her teeth.

Chrysalis increased the speed of her thrusting, dragging her fangs over Cadance's horn. Cadance let out a cry of pleasure around Twilight’s breast, her horn left over sensitive due to the use of her magic. Cadance’s hips moved with Chrysalis's, feeling waves of pleasure crash into her.

“Are you ready Cadance?” Chrysalis asked, slowing her hips to a crawl.

Cadance reluctantly pulled off of Twilight’s breast to answer with, “Oh yeah, I’m ready.” Cadance panted, catching her breath while she still fingered Twilight. Chrysalis grinned, unleashing a flood of eggs into Cadance's awaiting womb. Cadance and Twilight cried out in pleasure, the two reaching their own climaxes in tandem.

Chrysalis pulled away, panting slightly. “Now it’s just Luna...”

“You still have eggs?” Twilight asked. “Just how many eggs can queens produce at one time?”

“Enough,” Chrysalis chuckled, rubbing their stomachs.

“I guess I’ll just have to research this later when you’re not busy,” Twilight said with a slight pout. “I think I’ll even see if I can get a paper published about my changeling research.”

“Whatever my Twilight wants,” Chrysalis said, kissing her horn.

“In that case,” Twilight grinned and turned to the drones, “get Luna in here. I want to start my research as quickly as possible.” They nodded, returning a few moments later with a struggling Luna. Twilight led Cadance over to the others, sitting back down next to Celestia. Cadance waddled over and picked Shining’s head off the floor, cradling him in her lap.

“C-caddy?” Shining blinked, trying to focus on her face.

“Yeah, I’m right here, Shiny,” Cadance whispered, petting his head.

“We have to stop her...” Shining gazed over at Chrysalis, who was currently ravishing Luna. He struggled to sit up, his horn sparking.

“I know, but you can’t fight her in your condition.” Cadance leaned in, her horn brushing against his. Shining struggled to light his horn, nearly passing out as his magic surfaced. “You can’t do this alone, Shiny,” Cadance whispered. “Let me be your strength right now.” She pulled him into a kiss, the tips of their horns touching. He drew in her magic, starting to cast a shield spell.

Chrysalis let out a sigh of satisfaction, looking down to see an egg bloated Luna. “Ah, this day really has been perfect.” She saw a flash in the corner of her eye and she turned her attention towards it. Her eyes went wide as a wave of pure love energy screamed towards her. She shrieked as it collided with her, sending her and her drones flying out of Canterlot. Once Chrysalis was out of sight, Celestia groaned, her wits returning to her. She looked down, taking in her swollen stomach.

“It seems that Chrysalis has left me with a parting gift,” she commented, her tone unreadable.

“What do we do with them?” Dash said, looking between everyone's stomach.

“We could always try raising them as our own,” Twilight chimed in. “I mean, it’s not their fault that they were implanted in us. And they only need to be fed love so it won’t be too much trouble to keep them well nourished.”

“I'm gonna teach mine to be the nicest Lings ever!” Pinkie proclaimed, nuzzling her stomach.

“Ah guess Ah could teach mine to work on the farm,” Applejack said, a soft smile on her face as she looked down at her own.

“I'm gonna turn my kids into Wonderbolts!” Dash pumped a fist into the air, grinning.

“Well, I was going to have changeling children anyway,” Celestia commented. “Though Slash will be disappointed that he won’t be the first one to do it.”

“I think this will be great practice for us.” Cadance smiled, kissing Shining’s nose.

“Yeah, I guess if we can handle a little swarm of changelings, then we can handle any kind of kid we have,” Shining said, putting an arm around her. Cadance nuzzled him, a part of her wondering how she’d fit into her wedding dress now.

“I think my wedding dress is going to need some adjustments before we can continue the ceremony,” Cadance commented, patting her stomach. Despite themselves, the whole group burst out laughing.

Midnight Over Camp Everfree.

The sun was shining in Camp Everfree and everyone was milling about and doing typical activities. Sunset and all the girls were sitting at a picnic bench, chatting.

“So, what do you guys wanna do next?” Sunset asked, looking amongst the group.

“We could go fer a hike,” Applejack suggested.

“That sounds like fun!” Sonata beamed. “I heard someone say that there’s a hill where you can see Canterlot from it.”

“They probably just wanted you to stop talking,” Aria responded, smirking.

“Joke’s on you, I wasn’t talking to them, I just overheard it.” Sonata stuck her tongue out at the purple siren. Aria frowned, socking her in the arm.

“Ow!” Sonata pouted, rubbing her arm.

“Aria, how many times have I told you not to lash out like that?” Sunset asked with a stern look.

“Whatever.” Aria crossed her arms, looking away from her.

“Aria, apologize or else,” Sunset warned with a pointed look. Aria grumbled, frowning. “Well then, looks like-” Sunset paused, looking among the group. She then leaned in and whispered into Aria’s ear.

“Yeah right,” Aria scoffed, the hint of a blush on her face.

“Aria, when have I ever not taken an opportunity to do things like that to you?” Sunset retorted with a smirk.

“I'm not apologizing,” Aria insisted.

“Fine, have it your way.” Sunset shrugged, still smirking. “But we’ll see if you keep that attitude later.” Aria stood up with a grumble, sulking off.

“What did you say to her?” Dash asked with a quirked brow.

“Not something virgins should hear,” Adagio explained, looking up from her phone.

“And what makes you think I’m a virgin?” Dash shot Adagio a pointed look.

“Because if you aren't I’d sense it.”Adagio winked, her amulet on full display.

Dash blushed and started grumbling. “Stupid magic amulet.”

“I’ll take bein’ called a virgin over accused o’ messin’ with Big Mac,” Aj huffed. “Ah don’t even know how that rumor started.”

“Probably when your sister and her friends decided to try and frame Sunset,” Adagio said, glaring at her.

“Hey, Ah don’t control what Apple Bloom does,” Aj protested. “And she got punished fer that.”

“Not enough if you ask me.”

“Adagio,” Sunset started, putting a hand on the siren’s shoulder. “It’s fine, that stuff’s in the past. You don’t have to be so defensive for my sake.”

“Right...” Adagio sighed. “I'm going to get something to eat.” She stood up, walking off.

“I guess we’ll go on a hike with who’s left,” Fluttershy chimed in softly.

“Sounds good to me!” Pinkie chirped, jumping out of her seat. The others nodded and started to walk out towards the trail. Sonata stuck close by to Sunset, humming to herself as they took in the scenery.

Sunset put her arm around Sonata, pulling her close. Sonata’s smile grew, leaning against Sunset and pointing out anything she thought was interesting. Sunset didn't mind, actively engaging with the hyperactive siren’s ramblings. The others rolled their eyes at the pair as they had their own conversations. After an hour of walking, they made it to the top of the hill, taking in the view.

“Pretty nice view.” Sunset sat down on a log, pulling Sonata into her lap.

“Yeah, I think I can see the apartment from here.” Sonata settled into Sunset’s lap and pointed at the city in the distance.

“Oh yeah, you're totally right,” Sunset agreed, wrapping her arms around Sonata’s waist

“Yeah, it’s a pretty killer view.” Rainbow grinned and leaned against a tree. “Hard to believe so much crazy stuff has happened in that city.”

“Yeah... Crazy...” Twilight laughed nervously, poking her pointer fingers together.

“Don’t worry about it,” Sonata said. “Sunny and I did bad things too. But look at us now! We’re all friends and we’re doing awesome things together!”

“Uh huh, we all know how good friends ya are with Sunny,” AJ chuckled.

“Yup, the best kind.” Sonata giggled. “The kind that sleep together every night.”

“I bet you guys don't get much sleep.” Dash grinned, nudging Rarity with her elbow.

“Well, I’d tell, but it might tarnish your virgin ears,” Sonata teased with a wink. Dash pouted, grumbling under her breath.

“Oh relax darling,” Rarity started, patting Dash’s back. “I’m sure we’ll all find special someone’s of our own soon enough.”

“Yeah yeah...” Dash sighed.

“I honestly don’t see the big deal of it all,” Twilight cut in. “I’m not all that intent on starting a relationship. I’d rather focus on my new friends and my studies.”

“Spoken like a true virgin,” Sonata teased with a giggle.

“There’s nothing wrong with being a virgin,” Twilight replied, turning her nose up.

“You don't know what you're missing~”

“My life becoming complicated by the possibility of pregnancy,” Twilight shot back.

“I also didn’t say it had to be a guy~”

“True, lesbian relationships are statistically less likely to result in transfer of disease and pregnancy is impossible,” Twilight replied with a nod.

“I don't think that's what she meant egghead.” Dash shook her head, perking up.

“Then what did she mean?” Twilight questioned, tilting her head.

“Don't worry about it Twilight,” Sunset assured, giving her a relaxing smile.

“Anyway, we should probably head back soon so we can get some grub,” Applejack said. “That hike made me hungry.”

“I hope it’s something good!” Sonata beamed, hopping off Sunset’s lap.

“Even if it isn’t I brought plenty of stuff for s'mores!” Pinkie assured, pulling out a bag of marshmallows.

Twilight checked out of the conversation, too wrapped up in her own thoughts to pay attention.

“Is everything okay?” Sunset asked, putting a hand on her shoulder and pulling her out of her thoughts.

“Huh?” Twilight blinked, looking up at her. “Oh, I'm okay.”

“Are you sure? Is this about,” Sunset leaned in and whispered, “the magic thing?”

“Sunset, I'm fine,” Twilight assured, standing up.

“Alright, but just know that you can talk to me.” Sunset turned to head back down the hill. “I’m an expert in all kinds of weirdness now.”

Twilight sighed, following the others back to the camp. They made it back with no issues, splitting up after they had finished dinner. Twilight had elected to lay in an open field, staring up at the stars.

“Twilight...” A familiar voice whispered in her ear.

“No… leave me alone,” Twilight whimpered, clenching her eyes shut. “I won’t become you again.”

“You know you can't fight me...” Midnight whispered. “You’re just a weakling...”

“Maybe I am, but my friends aren’t,” Twilight retorted. “They stopped you once, they’d do it again if you did come out.”

“Lets test that shall we?” Midnight cackled, asserting herself over Twilight.

“No!” Twilight tried to push her back, shooting up to her feet. “You won’t get out again!” She rushed back to her tent, hoping to get Sunset’s help.

“Don't sound so sure,” Midnight spoke, only this time Twilight realized it had come from her own mouth.

“No! This can’t be happening!” Twilight cried from the edges of her own mind as Midnight entered her tent.

“Oh yes!” Midnight laughed, only to come to a stop, staring at the scene before her.

“You ready to apologize, slut?!” Sunset growled, spanking Aria while a toy buzzed against her clit.
Sunset was dressed in a tight outfit with the breasts and crotch cut out while Aria had her pants pulled down and a ballgag in her mouth.

“Uh...” Midnight stood frozen, trying to process what was going on. Sunset and Aria turned to her, both of their eyes going wide. They scrambled off of each other, Sunset pulling the gag off of the siren.

“That ain't Twilight,” Aria commented, gesturing to the glowing eyes.

“Then we’d better deal with her,” Sunset said. “Aria, start singing before she starts getting stronger.”

“Gladly.” Aria began to sing, and Midnight shivered as a strange warmth came over her.

“Th-that will not work on me.” Midnight winced and made her hands glow. She pointed one at Aria, trembling slightly. Aria just increased in volume, grinning as Midnight’s knees started to quiver. Sunset grinned at the way things were progressing.

“I’ll go get Adagio and Sonata, you just keep her occupied.” Sunset dashed out of the tent, leaving the two to continue their efforts.

Midnight bit her lip, acutely aware of the juices running down her legs. Aria didn’t let up, her every note directed towards one thing, defeating the threat against her lover. Midnight's knees finally buckled, bringing her to the ground. Aria kept singing despite the urge to stop, not wanting to risk Midnight reversing their roles.

“I-I feel so hot...” Midnight panted, looking up at her.

’That’s kinda the idea,’ Aria thought as she sang. The siren let out an internal sigh of relief as Sunset returned with Adagio and Sonata in tow.

“This is a problem,” Adagio commented, looking down at Midnight.

“Yeah, we’ve gotta find a way to get Twilight back,” Sunset agreed. “But first, you two should start singing so Aria can take a breather.” Sonata and Adagio nodded, adding their voices to the song. Aria stopped for a moment to catch her breath, giving Sunset a grateful look before resuming.

“Ngh...” Midnight panted, squeezing her legs together.

“Is something wrong?” Sunset asked, towering over Midnight. “You look a little tense.”

“S-so hot...” Midnight moaned, trying to glare at her.

“Well, if you’re feeling hot, this might help.” Sunset smirked and reached down to pull Midnight’s shirt over her head. Midnight couldn’t even think to resist, the siren song clouding her senses. “Twilight, I hope you’re still in there.”

“I am!” Twilight shouted from within her head. “Do whatever you have to to stop her!”

“I think,” Adagio paused her singing. “We can separate them.”

“And why would we want to do that?” Sunset asked with a quirked brow. “Midnight’s dangerous.”

“Not if we leave the magic in the bookworm.” Adagio smirked.

“Heh, your brain is as big as your hair.” Sunset grinned and kissed Adagio’s cheek.

“We’ll need a lot of energy though, I'm sure you can provide.”

“Hmm, I think I can do that,” Sunset replied, nodding. “But I’ll need a little help. Think my three girlfriends could lend a hand?”

“Of course we can.” Adagio pulled her into a deep kiss, pressing their breasts together. Midnight’s face flushed and bit her lip, rubbing her legs together as the two made out. Adagio broke the kiss, smirking. She leaned down, cupping Midnight’s chin.”So much for your revenge hm?”

“I will still get my revenge!” Midnight protested, blushing as her voice cracked. “I-I will free myself from your song and spread my magic throughout this camp!”

“It's far too late for that.” Adagio pulled her into a kiss, delighting in Midnight’s squirming. “You're under our spell.”

“Hmm, I think we should include Midnight in our energy gathering,” Aria chimed in, licking her lips. “It would make beating her so much sweeter.”

“Sunset is still dressed for the part,” Adagio added.

“I like where this is going!” Sonata chirped with a massive grin, flinging her shirt and shorts off. “So why aren’t clothes flying off yet?”

Adagio rolled her eyes, pulling her clothes off.

“Hmm...” Sunset looked over the girls and then glanced down at herself. “This is all pretty good, but I feel like something’s missing.”

“Oh yeah?” Aria asked.

“Yeah, I can’t quite put my finger on it though.” Sunset smirked and started running a finger along her slit, gathering a thin layer of fluids. Adagio started to sing again, focusing on Sunset’s crotch. Sunset let out a small moan as her crotch started to glow with green light. When the light was gone, she was sporting a large erection and a heavy pair of balls. Sunset looked between her new appendage and Adagio and grinned. “There it is. This should make energy gathering much easier.”

“K-keep that thing away from me!” Midnight struggled to her feet, the front of her pants sporting an ever growing stain.

“I never said I was going to use this on you,” Sunset told her with a smirk. “A treat like this is only for my good girls. Like Sonata.” She turned to the blue siren and started to stroke herself slowly. “Sonata, would you care for a taste?”

“Yes please!” Sonata licked her lips, dropping to her knees. The blue siren grabbed Sunset’s shaft, wrapped her lips around the head, and swirled her tongue around it.

Midnight gulped, pushing herself to the tents opening. Adagio grabbed Midnight by the arms, pulling her down to bounce on her rump.

“Oh no, you don’t get to leave,” Adagio tittered. “The show’s just starting and you’ve got a backstage pass.”

“Release me harpy!” Midnight commanded, trying to sound threatening.

“I’m a siren, not a harpy,” Adagio corrected with a smirk. “And you’re in no position to be making commands. In fact, you should be following orders.” Adagio’s smirk grew and she tore off Midnight’s bra, tossing it over her shoulder.

“W-what?!” Midnight stuttered, covering her chest up.

“You heard me.” Adagio gave her a wicked grin. “You’re going to follow our orders tonight. If you be good, you’ll get the release your body is so desperate for right now. But if you’re bad, you’ll be punished. Now, get on your knees and lick your new mistress.”

“No way!” Midnight scoffed, moving to get up. Adagio glared at her and gripped Midnight’s shoulders, keeping her down.

“Aria, would you like to help me break in our new pet?” Adagio turned to the purple siren with a smirk.

“Damn right!” Aria licked her lips, discarding her clothes. She stepped to Adagio’s side and grinned down at Midnight. “I am gonna have fun putting you in your place. And because I’m nice, I’ll start out slow. Adagio, could you grab me the box of toys? I wanna do this right.”

“Since you asked so nicely.” Adagio got up, grabbing the box from under Sunset's bed.

“Thank you.” Aria looked through the box, her brow furrowing in concentration. “Hmm, nipple clamps? No, too intense for the first act of the night. What do you think Adagio? See anything you wanna use on her?”

“That is a good question...” Adagio rubbed her chin, looking into the box.

“Ooh, I have an idea!” Aria beamed and gently removed the buzzing toy that was attached to her and pulled out a small paddle. “Let’s attach this bad boy to her clit and spank her a little. She’ll be moaning like a bitch in heat after a couple swings.”

“I love the way you think.” Adagio took the toy from her, pressing it against Midnight’s slit. Midnight gasped as Adagio turned it on, electric jolts spreading across her body from her lower lips. She didn’t even notice as she was positioned on her hands and knees. “That's much better slut,” Adagio praised.

“I gotta say, that lack of exercise sure has left Twilight with some nice padding on her ass,” Aria commented, bringing the paddle down on Midnight’s left cheek. Midnight whimpered, weakly pushing at Adagio.

“You brought this on yourself,” Adagio stated. “Accept your punishment. Now, lick me while Aria keeps giving you your spanking, slut.”

“N-no...” Midnight protested, shaking her head.

“That was an order,” Aria growled, bringing the paddle down on Midnight’s other cheek. Midnight whined, reaching back to rub her ass. “Don’t touch,” Aria slapped her hand away, spanking her again, “just lick.”

Midnight whimpered, glancing at Adagio’s groin.

“That’s it,” Adagio encouraged, spreading her lower lips apart with her fingers. “Lick your mistress to orgasm and we’ll make you feel good in return.” Midnight hesitated, before dragging her tongue across Adagio’s folds. She closed her eyes and shivered, the bitter-sweet taste agreeing with her. “Mmm, there’s a good girl~” Adagio cooed as Aria spanked her again.

“I wonder if Twilight is enjoying this,” Aria wondered. “I think she’s a masochist.”

“If she does then we could always invite her to a few of our sessions,” Adagio said with a grin, holding Midnight’s head in place. “I bet she’d look good in a collar.”

“How's about it Twilight?” Aria husked in her ear. “Wanna be our pet?”

“Well… it may not be a bad idea to study my own sexuality,” Twilight said within her mind. “Wait, can they even hear me right now?”

“Midnight dear,” Aria gripped her hair, “You’ll have to speak for Twilight.”

Midnight backed away from Adagio’s sex, her mouth glistening with juices. “The stupid bitch is on board with it.”

“Now now.” Adagio shoved her head back down. “No need for insults.”

Aria grinned and paddled Midnight again. “She’s still got some fight left in her, that’s fun.”

“We’ll have to stamp that out,” Adagio chuckled, tugging on Midnight's hair. Midnight grunted and resumed her licking, feeling her fluids drip despite herself. “Good girl.” Adagio moaned, leaning back.

“Hey Dagi, do you think it’d be weird or hot to get Midnight and Twilight to 69 once they’re separated?” Aria asked, upping the vibration on the toy.

“Probably a little of both,” Adagio responded, biting her lip.

“That’s what I was thinking.” Aria nodded. “Only one way to find out though.” She licked her lips as she watched Midnight wrap her lips around Adagio’s clit.

“O-oh yeah...” Adagio moaned, closing her eyes.

“Looks like Midnight’s shaping up to be a good little pussy licker,” Aria teased, spanking her a few times. Midnight moaned, wriggling her hips. “That’s right, take your spanking like the slut you are.” Aria grinned as she started bringing the paddle down quickly on Midnight’s upraised ass. Midnight moaned louder, increasing her licking.

“Spank her harder~” Adagio panted out. “She loves it.” Aria obliged, whacking Midnight hard. Midnight moaned wantonly, her licking reaching a fever pitch as she thrust out her ass for Aria to keep spanking it. Aria did so, adding more power to her whacks. Midnight and Adagio moaned in harmony, their hips swaying with Aria’s spanks.

“That's it! Moan for me!” Aria commanded. Midnight obliged, moaning as her eyes clenched shut to take in every bit of what she was feeling.

“Go on, sing Dagi.” Adagio threw her head back, letting out a long, high-pitched moan as she finally reached her peak. Midnight licked up all of Adagio's juices, humming in delight. “That’s a good pet,” Aria praised, squeezing Midnight’s ass fondly and removing the toy from her clit. “You can stop licking now.”

Midnight sat back, wincing as her sore ass touched the floor.

“Feeling more obedient now?” Aria asked, cupping Midnight’s chin. Midnight nodded, looking at her. “Good girl. Now, how would you feel about me returning the favor to get you ready for Sunny?”

“I’d like that.”

“Then stick that sweet ass up in the air,” Aria commanded with a grin. Midnight did so, looking back at her. Aria didn’t hesitate, driving her tongue deep into Midnight’s folds and rubbing the purple girl’s clit with her thumb. Midnight gasped, gripping onto the bottom of the tent.

“So, are you and Twilight enjoying yourselves?” Adagio inquired with a smirk, sitting in front of Midnight.

“Y-yeah...” Midnight nodded, her tongue hanging out of her mouth. Aria started to grope Midnight’s ass, rubbing where she had spanked her while she drilled her tongue into the girl’s inner walls.

“Look at 'em go...” Adagio chuckled, looking at her amulet.

“Yeah, and it’s the first time we’ve defeated a villain through sex,” Sunset chimed in, watching the scene from her bunk. “Think Midnight should move in with us?”

“Think the landlord will let her?” Adagio asked.

“He let you three move in,” Sunset pointed out. “And as long as he gets his rent I don’t think he cares.”

“I won't say no,” Aria said, grabbing Midnight's ass.

“Same here!” Sonata beamed. “Our apartment can be like a reformed villains club!”

“Mm... I like that,” Adagio said, licking her lips.

“I do too,” Sunset said with a nod, looking Midnight in the eyes. “So, do you think you’re ready for this?” She grabbed her shaft, waving it slowly.

“I-it’s big...”

“I promise to be gentle,” Sunset assured. “And if it hurts you can tell me to stop at anytime, okay?” Midnight nodded, looking up at her. “Alright, then get up here.” Sunset patted the bunk. “And lie down, I’ll take care of things from there.”

Midnight did so, watching her in anticipation. Sunset carefully put herself atop Midnight, giving her an easy smile. Sunset took hold of her length and dragged it across the purple girl’s slit. Midnight moaned, arching her back, a jolt of pleasure running along her spine. Sunset continued to slowly drag her tip along Midnight’s folds, gathering moisture and eliciting cute noises from Midnight. Once she felt she was suitably lubed up, Sunset eased the tip inside.

“I bet she's a screamer,” Aria commented.

“If she is then one of you’d better sit on her face,” Sunset said, slowly easing more of her length into Midnight’s depths. “Or put the ball gag on her, we don’t want her waking up the whole camp.” Sonata hooped to her feet, getting the ball gag on Midnight. “Thank you, Sonny.” Sunset smiled at Sonata before looking down at Midnight. “You okay with the ball gag?” Midnight nodded and opened her mouth so Sunset could place the gag in it.

Sunset pushed the gag in , tying it in place. She kissed Midnight's nose, starting to move her hips. Midnight let out a muffled groan, her legs wrapping around the small of Sunset’s back. She tried moving her hips in tandem with Sunset’s wincing at the slight discomfort from the size of the length stretching her depths.

“That's a good girl,” Sunset cooed, pinning Midnight's hands above her head. “Please your mistress.” Midnight groaned around the gag, pretended to struggle against Sunset’s hold and kept moving her hips. Sunset smirked and gave a sudden thrust, catching Midnight off guard.

“How do you think the princess would react to this?” Aria shivered as she watched, giving her breasts a squeeze.

“Oh, Celestia wouldn’t bat an eye at something like this,” Sunset chirped, not looking away from Midnight. “I accidentally stumbled across her porn stash when I was still her student. She’s into some kinky stuff.”

“I was talking about Twilight,” Aria clarified, giggling at the idea of Celestia reading porn.

“Oh.” Sunset nodded and removed one of her hands from Midnight’s wrists to tweak the gagged girl’s nipple. Midnight moaned, arching her back. “Well, I could always write to her in my magic book and ask her to pay a visit. And of course, we could “accidentally” time it so she walks in on us doing something like this with Midnight and the other Twilight just as she enters our apartment.”

“Maybe she’ll bring that dragon of hers over!” Sonata beamed, her hand on her amulet.

“I wouldn’t get too excited about that,” Adagio said. “I mean, he’d get turned into a dog. Unless the princess has a way to prevent that from happening.” Adagio looked between their amulets. They were all glowing brightly, each greedily sucking in the lust the five of them were giving off. “Hmm, I wonder how strong our magic is after sucking in so much lust these last couple months?” she mused, tapping the green stone.

“Enough to make a body from magic,” Aria responded, pulling Sonata into her lap. Sonata got herself comfy in Aria’s lap, wrapping her arms around the other siren’s neck.

“Gonna apologize for hitting me earlier?” Sonata gave her a teasing smile.

Aria scoffed, flicking Sonata’s nose. “Don't push your luck.”

Sonata pouted and ground her hips against Aria’s lap. “Would it kill you to lose the attitude just once?” Aria rolled her eyes, giving Sonata’s ass a squeeze. Sonata let out a short moan and reached down to grope Aria’s chest. “Hey Adagio, think we’re ready for the spell?”

Adagio, looked down at her glowing amulet and thought for a moment. “I believe so. Girls, get ready to sing.”

The sirens shared a look, starting to sing. Their voices harmonized, creating a green aura around Midnight. Midnight, wriggled as the magic seeped into her skin. The sirens continued to sing, their voices ebbing and flowing.

Midnight whimpered as her body went numb, and she found herself overcome by a floating sensation. She closed her eyes as a sinking feeling formed in the bottom of her stomach. She groaned around the gag, closing her eyes.

“What kinda spell is that?” Sunset asked,biting her lip as the magic tingled against her crotch. The sirens kept up their singing, indicating with their hands that they couldn’t respond at the moment. Their voices swelled, the tingling increasing.

Sunset bit her lip, pressing down against Midnight. Whatever the spell was doing, it felt rather nice. Without thinking, Sunset increased the pace of her thrusting, pounding into the purple she-demon as she felt herself get closer and closer to orgasm. Without thinking, she hilted herself, Adagio clamping a hand over her mouth so she didn't wake up the camp with her orgasmic cries. Midnight shuddered and felt her walls clamp down on the rod as the first jet spread into her inner walls. Then, her eyes sprang open as she felt herself fade with every subsequent blast.

Her awareness dimmed to a flicker, and she suddenly felt very, very small. Sunset’s orgasm came to an end, her length still twitching inside the purple girl. She let out a content sigh, undoing the ball gag as she slumped down on the bunk.

“That was amazing...” Twilight commented, looking up at Sunset as she caught her breath.

Sunset was about to agree before realizing something. She blinked and looked down at her bunkmate. “Twilight? What happened to Midnight?”

“About that...” Adagio slid in behind Sunset, kissing her neck. “We realized it wouldn't do to have two of them running around so... We improvised.”

“And what do you mean by improvised?” Sunset inquired, giving the orange siren a skeptical look.

“We won't have to deal with her for at least a few months.”

“And what’s that supposed to mean?” Twilight asked, tilting her head to look at Adagio.

Sonata giggled, wearing a rather bright smile. “Cause it takes a year to make a baby.”

Aria sighed, pinching her nose. “That's ponies idiot.”

“Wait a minute, you made Twilight pregnant?!” Sunset gasped, doing her best to keep her voice down. The sirens gave an affirmative nod. Sunset groaned and pinched her brow. “Next time, tell me when you improvise. Now we’ve gotta tell Twilight’s parents that their teenage daughter is preggers.”

Twilight didn't really react to the news, staring at her abdomen in shock. She shakily lifted her hand, placing it on her stomach.

'Isn’t this a surprise,’ Midnight's voice whispered in the back of her mind.

’Midnight, you’re still in my head?’ Twilight questioned, her face scrunching up.

'Luckily for you, this is all I can do. I'm just a speck at the moment.’

’On the bright side, you won’t need my body anymore,’ Twilight offered. ’In nine months you’ll have your own.’

Midnight was quiet before speaking again. 'I... Like this. I can have my own face, my own voice. Just...’

’Just what?’ Twilight urged, rubbing her stomach.

'Don't make me go quiet, I'll go insane in here, just...Growing.’

Twilight smiled and continued to rub her stomach. ’I’ll talk to you as much as you want. I’d be a bad mother if I neglected my future daughter.’

'Even after everything?’

’My friends have forgiven me for what happened at the Friendship Games. I think .it’s time I forgave myself and by extension, you.’

'Thank you.’

Twilight sat in her living room, her parents, Cadance and Shining Armor all gathered in the living room. She fiddled with her skirt as Sunset and the sirens sat around her.

“So what is it you wanted to tell us, Twily?” her mother asked, looking between the group.

“Well...Um...” Twilight found her mouth going dry and she fought down the urge to vomit. Sunset saw the difficulty she was having and patted her shoulder, giving her a comforting smile. “I'm pregnant!” Twilight blurted out, her face turning a bright red color. The sirens facepalmed while Twilight’s family blinked as they digested her words. Once they did, they all gaped.

“What?!” Twilight’s father cried. “I mean, how’d you get pregnant?”

“Sex...” Twilight poked her fingers together, looking down at her shoes. “And magic...”

“I think we’ll need more information than that,” Cadance spoke up, giving her an understanding look. “Who got you pregnant?”

“If you're asking who the father is, that would be me,” Sunset spoke up, putting her arm around Twilight.

“And that’d be where the magic comes in,” Shining commented.

“Exactly.” Sunset nodded, gesturing to the Dazzlings. “Our 'friends’ here cast the spell, though they didn't exactly tell me what they were planning.”

“Alright,” Twilight’s mother spoke up, “where do we go from here? You have our full support no matter what you decide.”

“The only responsible choice is to be a good mom,” Twilight replied, her voice firm. She put her hand on her stomach, a smile working its way across her face. “I made a promise to Midnight.”

“Midnight, that’s what you called the corrupted version of you from the games right?” Cadance asked. “So your plan was to make a body for her?”

“Tell me again why she isn't in charge of Crystal Prep?” Adagio asked, turning to Twilight. “What kind of a school has a Dean and a Principal? Aren't they the same job?”

“I am in charge of Crystal Prep now,” Cadance said with a smile. “Principal Cinch stepped down right after the games. Pretty soon, there’s going to be some changes coming to that school.”

The Dazzlings all shared a rather worrying, conspiratorial grin. Sunset frowned, having seen that look before. “Girls, what are you scheming?” she asked, looking between the three.

“Oh nothing.” Adagio gave a sickly sweet smile. “Just so you know, a very familiar freshman should be applying to the school soon.”

“If you don’t give me a straight answer I could always just read your mind.” Sunset returned the sickly sweet smile and flashed her gem at Adagio.

Adagio glared at the gem, pouting petulantly. “Fine, we paid that harpy a visit. It goes without saying, we weren't exactly happy that she got off scott free. All we did was take her down a few pegs.”

“So you turned her into a teenager?” Cadance asked. “I guess a second puberty is a pretty good punishment. How does she look as a young lady by the way?”

“We recorded the whole thing.” Adagio held up her phone. “If she doesn’t behave herself, we’ll email it to everyone at Crystal Prep.”

“You’re gonna have to share that footage with Twilight and me,” Sunset chimed in with a smirk. “Something tells me we’ll get a kick out of it.”

'This is going well,’ Midnight commented.

’I think having told them about Spike and magic first made this news easier to digest,’ Twilight offered. ’If this was a normal pregnancy then I don’t know how well this conversation would’ve gone.’

'You wouldn't let them get rid of me....Right?’

’Never, I promised to keep you safe and let you have your own body.’ Twilight assured, rubbing her stomach. ’And lucky we don’t have to worry about what we’d do if that happened.’

'Thanks.’ Midnight went quiet and Twilight got the distinct impression she was having a hard time saying something.

’Hey, if you have something you want to tell me, then go ahead,’ Twilight urged, still rubbing her stomach.

'C-can I call you...m-mom?’

Twilight couldn’t help but smile and patted her stomach. ’Of course you can. In fact, I insist that you call me that.’

Twilight got the impression of a smile. 'Thanks...Mom.’

Twilight had a warm smile on her face and wished she could hug Midnight. ’So are you going to call Sunset mom or dad?’ She asked, stilling the hand on her stomach.

'I dunno, I'll figure it out.’

’I’m sure she’d be fine with either of those,’ Twilight told her. ’And I hope you’re ready for siblings because I have a feeling that our little family is going to grow quite a bit in the next few years.’

'Ugh, I can't even be an only child?’

’I don’t think so kiddo.’ Twilight snickered. ’But on the bright side, you’ll be a big sister. I’m sure you’ll enjoy being the one in charge of your siblings.’

“What's so funny?” Shining asked, snapping Twilight out of her private conversation.

“Oh, I was just talking to Midnight,” Twilight explained. “She’s still in here with me while she’s developing. She’’s calmed down from the whole, trying to take my body and do bad things,” she added.

Cadance and Shining shared a look, quite unsure about that news.

“So, she's a fetus, with the mind of an adult?”

“I think considering she was made using magic, that her mind remained intact,” Twilight offered. “Though I don’t know if the physical brain has developed to accommodate that. I guess we can find out when we go to the doctor.”

“Oh, I don't envy that situation,” Shining gazed at Twilight's stomach. “That has to suck.”

“It’s why she and I talk so much,” Twilight said with a giggle. “She said she’d go crazy in here if I just left her to grow.”

“We’ll take good care of her.” Sunset reached over, placing her hand on Twilight's.

“You’d better otherwise you’ll have me and Dad to deal with,” Shining warned, hint of aggression laced into his playful tone. Sunset gave a weak smile, nodding her head.

“Don’t worry, he wouldn’t really do anything to you,” Twilight whispered into Sunset’s ear. “He’s a big teddy bear.”

“I dunno, the other Shining Armor is a guard captain.”

“And the other me is a princess,” Twilight pointed out. “I think significant changes can occur between our worlds. Heck, we don’t even know what the you in this world does.”

“Right.” Sunset nodded, looking away.

“I bet the other you wears bigger glasses than me,” Twilight teased bumping shoulders with Sunset.

“Yeah, probably big coke bottle glass.” Sonata cupped her hands over her eyes. “Like this!" Twilight and Sunset shared a laugh and leaned on each other.

“Yeah, and I bet her hair is done up in pigtails or something,” Twilight added.

“Probably got pizza face too,” Aria chimed in. The entire group started to laugh at that.

“And wears really frumpy clothes,” Adagio added. “Like a librarian meets a nun. And big ole braces.”

“Okay, okay, I'm good.” Sunset smiled, feeling much better.

“I dunno, now I’m curious to try and find this world’s version of you when we get some free time,” Aria said with a smirk. “I wanna at the very least snap a pic of her and see if we came close to the mark.”

“Well.” Sunset put her arm around Twilight. “We have our whole lives to find out.”

“Yeah, I know I’m looking forward to that.” Twilight closed her eyes and let out a content sigh as she leaned against Sunset. Sunset smiled, kissing Twilight's head. Life seemed to be going well. Hopefully, it would last.

Punishment of Youth.

The night was silent as a trio of figures stalked former principal Cinch as she walked up her front steps. They shared a look, ducking behind her car. Cinch opened the door to her house, stepping inside. Just as she was closing the door, one of the figures threw something that kept got in the frame, keeping it open for the trio.

They quickly slipped inside, the last one making sure to slam the door as loud as possible to get their target's attention.

“What in the world is going on?” She shouted, grabbing a bat from behind an end table.

“Just some well deserved punishment.” Adagio flipped her hood back, releasing her massive head of hair. “You really think resigning is enough?”

The other girls started to sing, pulling their own hoods off. Cinch found herself surprisingly calm, the bat getting heavier in her hands. The bat clattered to the floor, and she found her eyelids drooping.

“Wh-what are you three doing to me?” Cinch asked, swaying on her feet.

“Just a little soothing song,” Adagio assured, removing her hoodie. She tossed it onto the table, returning her attention to Cinch. “We find people are much more open to suggestion when they’re dazed.”

“And what is it you three hooligans want with me?” Cinch questioned, trying and failing to narrow her eyes. “Are you robbing me?”

“Hooligans?!” Adagio scoffed, rather irate from the insult. “We are sirens you old hag. You know what those are don't you?”open

“Normally I’d say that’s nothing more than an old fairytale,” Cinch answered. “But recent events have indicated there’s some truth in fairy tales.”

“Hear that? She thinks we're fairy tales.” Aria leaned on the table, crossing her arms. “Bet you feel stupid.” Cinch glared at the purple siren, but remained silent.

“You still haven’t explained what you’re after,” Cinch stated.

“Oh but we did.” Adagio stepped up, grabbing Cinch's chin, making her look down. “Since no one else will, we’re going to punish you.”

“And how do you three brave vigilantes plan on doing that?” Cinch asked, the effects of the song forcing her to her knees.

The sirens grinned, changing their song. The drowsiness was quickly replaced by a building heat between her legs. Cinch’s eyes widened and she tried to crawl away from the three. Her body betrayed her, refusing to move.

“Be a good girl and get out of those clothes,” Adagio commanded, grinning down at her. Aria reached into her pocket, pulling out her phone. Much to Cinch’s horror, she pointed it at her, starting to record.

“Hold on, I don’t wanna see a naked old lady,” Sonata chimed in, making a disgusted look. “Think we could do something about that?”

Adagio smiled, possibilities running through her mind. “I like the way you think, Sonata. Shall we girls?”

“It’s about time Sonata had a good idea,” Aria said with a smirk, starting to sing. Adagio joined in, the three of them focusing on Cinch. Cinch groaned as a green aura seeped into her body, causing it to tingle.

“W-what are you doing to?!” Cinch demanded, trying to push past the ever present lust. The sirens didn’t answer, their voices rises and blending into a harmony. Cinch groaned, falling to her side as the magic started to take effect. Her eyes went wide, watching her body shifting, her hand starting to inch its way back into her sleeve. Her glasses fell off her face as it shrank as well. Wrinkles started disappearing and her insides shifted.

“S-stop!” She begged, looking up at them. They only grinned in response, upping their volume. When their song reached its crescendo, Cinch was left with her clothes feeling much too large on her. In fact, they pooled around her as she laid panting on the floor.

“How's that Sonata?” Adagio asked, sounding rather out of breath.

“That’s way better,” Sonata said, panting as well. “She’s actually pretty cute now. Though the clothes gotta go.”

“Get rid of ‘em,” Aria ordered, glaring down at the youthened Cinch. Cinch didn’t protest and easily slipped the clothes off, revealing her slender frame and flared hips to the roving eyes of the trio. “Nice hips.”

“Yes, those are very nice,” Adagio agreed, licking her lips. “Honestly, we’ve done her a favor.” She pulled Cinch up, pressing against her. “Let's hear a thank you.”

“Th-thank you,” Cinch said, shivering as her nerves started to show. She gulped, terrified by the eyes on her naked form. Adagio breathed into the girl's face, reaching around and grabbing her ass. Cinch let out an eep, rubbing her legs together as her arousal started to drip from between her legs.

Sonata knelt down and ran her hands up and down Cinch’s legs. “Hmm, these are pretty nice too.”

“Aging did a number on her,” Aria laughed, her tone mocking.

“I-I know,” Cinch muttered, looking down at her feet. “Time weathered my looks down. I didn’t like looking at the husk of a woman I had become any more than my students did.”

“Is that why you treat them so badly?” Adagio pressed their breasts together, watching Cinch squirm.

“No,” Cinch replied with a sigh. “Crystal Prep is a private academy. That means that our funding comes from private benefactors, and those benefactors can pull their donations at any time if the school doesn’t live up to its reputation. The biggest reason I stepped down was on the behest of our biggest benefactor. I worked the students hard to keep the academy open with the best equipment.”

“Don't try to get sympathy from us.” Adagio glared, slapping Cinch hard enough leave a mark. “We both know it was all for your own benefit.”

Cinch grunted and kept her head down. “You’re right, as the years went by it became for my benefit. But you’re not interested in my story. Doll out whatever punishment you want, then please leave me alone.”

“Oh no, we’re not going to leave you alone.” Adagio lifted Cinch's head, staring into her eyes. “Here's what's going to happen Aria here is going to be recording everything. In a few weeks, you're going to register as a student at Crystal Prep.”

“And how would you suggest I do that?” Cinch asked, raising an eyebrow. “I don’t think anyone will believe I’m me and I have no records looking like this.”

“Nothing a few songs can't solve,” Adagio assured. “Now, you're going to be on your best behavior, because if you aren't we’ll send the video to everyone in the school.”

“I understand,” Cinch replied, gulping. “Not like your magic songs would give me much of a choice anyway.”

“And if you continue to misbehave, we’ll sing that song again and leave you at an orphanage.”

Cinch shuddered in fear, nodding her head vehemently. “Y-you won’t have to do that. I’ll do whatever you say.”

“That's a good girl.” Adagio patted her cheek, a grin on her face. “How's it feel, Cinch? Being helpless?”

“I can’t say I’m a fan,” Cinch replied. “I prefer maintaining a sense of control in my life.”

“So did Twilight, but that didn't stop you did it?” Adagio sneered at her, a bit of disgust in her voice.

“No, I suppose it didn’t,” Cinch muttered. “The school’s and by extension my needs came first.”

“And now you're just as helpless as she was.” Adagio pulled her into a kiss, placing her hands on her hips. Cinch returned the kiss, closing her eyes and letting Adagio explore her mouth with her tongue. Though Cinch’s hands remained where they were.

Sonata walked behind Cinch, reaching around her, grabbing her breasts. She grinned, giving her nipples a tug. Cinch groaned, her fists clenching as she tried to keep up with Adagio’s kiss. Sonata grinned and twisted Cinch’s nipples.

“Go on, we both know ya wanna,” Sonata breathed in her ear, giving it a nibble. “As long as you’re good, we won’t punish you for touching us.” Cinch opened her fists, taking her hands and giving Adagio’s ass a soft squeeze. “Good girl.” Adagio and Cinch continued to make out for a few moments more before the yellow siren pulled away.

“I think we should continue this in the bedroom,” Adagio offered. “What do you girls think?”

“Fine by me,” Aria said, shrugging. “I don’t care where we do this as long as we make her squirm.”

Adagio gave Cinch a shove, gesturing to the stairs. “Well? Lead the way.” Cinch nodded and led them upstairs. An idea struck her as she saw the three sirens staring at her in her peripheral vision. She started swaying her hips, doing her best to look enticing as she opened the door to her bedroom. The room was well furnished, the walls painted a shade of blue that matched her skin tone. There were two large dressers that had some family photos along with photos detailing her career as a teacher and then as a principal. Along the wall was a large bed with purple pillows and a purple comforter.

The sirens gazed around the room, beginning to sing again. Cinch felt a wave of heat crash into her body and groaned. She took a shaky step forward and fell onto the bed.

Adagio wasted no time, pinning her to the bed. She breathed on Cinch’s neck and grabbed her ass. Cinch squirmed and groaned, starting to pant. She tried to free her hands so she could touch Adagio.

“Eager are we?” Adagio laughed, her amulet feeding on Cinch’s lust. She moved her hand around, brushing her slit.

Cinch let out a coo of pleasure, moving her hips to further stimulate herself against Adagio’s hand. “I-I can’t help it,” she panted out. “Your song is driving my body wild. And it’s been so long since I’ve been with someone like this.”

“I bet,” Aria taunted. “Can't imagine anyone would want a cunt like you.” Sonata winced at that, almost feeling bad for Cinch for a moment.

“No, they didn’t,” Cinch agreed with a sigh. “I think a less stressful occupation and maintaining a workout regimen will be in order to avoid aging quite like I did before.”

“Hey, you could still be a teacher,” Sonata assured, petting her head. “Just, you know, not a mean one.”

“Hmm, perhaps,” Cinch said, glancing at one of the old photos. It contained her as a young woman,smiling brightly as she stood among her very first class of students. “I think returning to teaching and staying out of a principal’s chair would be better for me.”

“Just remember.” Adagio looked deep into her eyes. “We’ll be keeping an eye on you for the rest of your life.”

“I don’t think you’ll have to worry about me,” Cinch assured, looking back into Adagio’s eyes. “Nearly having reality destroyed due to my actions was quite the wake up call for me.”

“Just making sure.” Adagio smiled sweetly, patting her cheek. She shifted, allowing Cinch to roll over.

Cinch propped herself on her elbows, raising her ass into the air. “Is this the position you wanted me in?” she asked, looking over her shoulder at the sirens.

“Yes, yes it is.” Adagio reached around her, giving her breasts a tight squeeze. She smirked at Cinch’s squirms, tugging on her nipples. Cinch moaned and let her cheek press into one of the pillows. She could feel her arousal climb, a fire spreading through her body starting from her crotch. “Of course, we’re already taken.” Adagio gave another squeeze before standing up.

“Wait, does that mean you’re just going to tease me?” Cinch asked, her eyes widening as relief for the fire burning at her core was being denied. The sirens just smirked, starting another song. Cinch moaned wantonly, the fire turning into an inferno. She rubbed her legs together, her arousal dripping on the bed. “S-stop!” She begged, the heat becoming unbearable. Adagio stopped singing, leaving Sonata and Aria to pick up the slack.

“We would, but that’d defeat the purpose of punishment,” Adagio said with a smirk. “So, best think of a way to satisfy yourself.” Cinch let out a grunt, one of her hands slipping between her legs as two of her fingers dipped into her folds. Her other hand went to her breast, toying with a nipple. She whined needfully, neither seemed to be working.

“More,” Cinch pleaded, her fingers moving in a blur. “I need something more.”

“You better find it then,” Adagio replied coldly.

“P-please help,” Cinch panted out, whining in frustration as she added a third finger into her folds. “I don’t own any toys to help me.”

“Too bad then.” Adagio leaned on a dresser, examining her nails.

Sonata watched as Cinch whined again, trying and failing to achieve climax. The blue siren frowned a little, leaning in to whisper into Adagio’s ear. “Maybe we should cut her some slack? This seems like a little much since she wants to change from being a meanie.”

Adagio frowned, looking back at her. “What would you suggest?”

“I dunno, a song to make her more sensitive or something?” Sonata offered. “That way her hand could make some progress.” Adagio rolled her eyes, starting to sing again. Cinch moaned and let her tongue loll out of her mouth, electric jolts of pleasure arcing through her.

“Mmm, that’s so much better.” A dopey grin spread across her face as she tweaked a nipple. She slipped another finger in, arching her back. “So good...” Cinch muttered, rubbing her clit with her thumb.

“Now that’s a lovely sight,” Aria commented, stepping around the room to record from a better angle. “Moan for the camera you little bitch. Let us know how badly you wanna be fucked.”

“Oh god yes!” Cinch shouted, bucking her hips against her hand.

“And do tell,” Aria said with a smirk. “What does the partner of your dreams look like? Who do you want giving that needy pussy of yours attention? A young lady, a handsome stud? Or maybe, one of each?” Aria licked her lips, loving every minute of what she was doing to Cinch.

"B-both...” Cinch admitted, looking up at her.

“Ooh, so you swing both ways,” Aria said, chuckling. “Can’t fault you there. Life’s more fun when you keep your options open.”

“We gotta lotta experience with that.” Sonata winked, kissing Adagio's cheek. Adagio chuckled and returned the gesture. Cinch nodded and kept masturbating, picturing two partners joining her in bed, one male and the other female.

She squeezed her eyes shut, feeling a wet patch forming under her. She cried in relief, teasing her clit more as she felt her body go limp. She let out a content sigh, pulling her hands away from her crotch and her breast.

“Feel better?” Adagio asked, gazing at the bed.

“Much,” Cinch answered, rolling over on her back to look at the three. “It’s been too long since I’ve had that kind of relief. I think my first order of business when I become a student will be to find a boyfriend or girlfriend. The only question will be, which one to start with.”

“Why don't you sleep on it?” Adagio began to sing again, and the drowsy feeling from before washed over Cinch. Cinch muttered under her breath, unable to fight off sleep.

Cinch groaned, her face scrunching up as light shone in her face. She was in her bed, and appeared to be alone. She looked down at herself, greeted by her young form. She frowned, poking at her chest. Were they smaller?

She climbed out of bed, moving over to her mirror. Staring back at her was her thirteen year old self, ready for her first day of high school. “What?! Why did they take me back even further?!” She cried with a pout. She posed in the mirror for a few moments, doing what she could to try and make her diminutive form appealing. “Ugh, this is just fantastic,” she groaned, slumping over. “Now I’ve got to find a way to work with this. Hmm, maybe I can join the Swimming team? That’d be a good full-body workout.”

Casting her gaze around the room, she noticed that much of it had been altered to match her new age. Posters of various teen idols and pop stars hung on the walls. Curiously, there were new pictures, of her new self, along with her old self, seeming to be showing a second childhood.

“Did the sirens redecorate around here?” Cinch asked, scrunching up her face at the sight. “Or is this some other magic thing? Either way it’ll take some getting used to.”

She opened her dresser, finding her clothes had also been changed. Humiliatingly, that meant a drawer full of training bras. She grumbled as she put an outfit on her bed, picking what she deemed to be cute. A lavender colored blouse and a powder blue skirt. The bra and panties were both white. She went to the bathroom attached to her room to take a shower.

“This is just great,” she grumbled, washing the residue from the previous night off herself. “I’m stuck in a body that can’t attract any sexy guys or girls. What am I supposed to do as a thirteen year old?” she sighed, drinking in her body. “Gives me time to improve I guess...” She nodded and a determined look came over her face. “I won’t waste this opportunity, I’m not becoming that empty husk of a person again.”

Cinch took a deep breath as she entered Crystal Prep. She straightened out her skirt for what had to be the thousandth time that morning. She whipped her head around to see the other students piling in, hoping none of them recognized her. Her eyes widened, the Shadowbolts were heading straight for her! She panicked and whipped her head around frantically, looking for a way to get out of their line of sight.

“Where do you think you're going?” Cinch gulped, realizing she had backed into Sugar Coat.

“Um… I’m just looking for my locker,” Cinch replied, avoiding eye contact with the girls. She fiddled with her skirt again, bracing herself for the worst.

“No biggie, we’ll help find it in a 'cinch',” Lemon Zest gave her a small smile and wink.

Cinch’s eyes widened and she trembled before them.“Y-you know who I am?” she whispered, looking among the group.

“Relax.” Zest put an arm around her, pulling her close. “None of us are gonna hurt ya.”

“Then… what do you want with me?” Cinch asked, relaxing slightly and looking up at Zest.

“See we’re all trying to turn over a new leaf.” Zest patted her shoulder. “It'd be pretty hypocritical if we didn't let you try.”

“W-well if it’s any consolation, I’m sorry for what I did to all of you,” Cinch offered. “And I promise to become a better person than who I was before.”

“Good!” Zest slapped her back, pulling away. “Now come on. The Dean isn't that strict, but we still shouldn't be late.”

“Okay,” Cinch said with a small smile, rubbing the spot where Zest had hit her. “And thank you for giving me a chance.” Zest smiled, ushering her inside.

Gleaming Shield Loves Eggs

Shining Armor sighed as he stepped out onto the balcony, glad to finally be home. “I can't believe she got us a second time.” With a snort, he walked back inside. Umbra and Cadance were off dealing with the imposters, leaving him with nothing to do besides stew in his anger.

“Is it really so surprising?” A familiar voice asked from above him. “I had quite some time to plan things out.”

“What the buck?!” He shouted, looking up at the ceiling. Chrysalis was standing on the ceiling, forgoing a dress in favor of a green unitard to avoid anything slipping off.

“Is that any way to greet me? We were going to be married after all.”

“Get out of my kingdom!” Shining snarled, sending a bolt of magic at her head. She dropped from the ceiling and landed in front of him as the bolt of magic struck the ceiling.

“Technically, this kingdom belongs to your wife. I saw the records during my last little takeover. But that’s not important right now.” She opened her mouth and let out a hacking noise, coating his horn in goo. “We have important things to discuss.”

“What could you possibly want to discuss with me?” he asked, raising his eyebrow. “Or is that just a euphemism for replacing me so you can feed on the emotions of my loved ones?”

“Oh no, it’s way past that.” She stepped close, breathing on his neck. “You see, you gave me something during our time together and I've decided to give it back.”

“Uh… what are you talking about?” Shining asked. “I don’t remember giving you anything.”

“You don't?” She smirked, walking around him. “I remember it fondly. Did you know, a changeling brood can lay dormant for up to five years?” Shining’s eyes widened in realization.

“Are you saying I got you pregnant while I was under your control?”

“In a way. I figured if you're the one who fertilized them, you can be the one to carry them.”

“So you’re trying to use me to create a new hive.” He glared at her.

“You're not that important.” She flicked his nose. “You can keep the children, I have other plans.”

“What, already enjoying the empty nest?” he joked. “I mean, with as many children as you’ve raised I guess you do deserve to enjoy your new free time.”

She tsked, cupping his chin. “Won't be joking when I'm done with you.” She cast a spell, her hands glowing in an all too familiar way.

“Huh, here I’d think you’d want me to stay myself this time,” he said. “Savor my begging and all that.”

“We both know you wouldn't beg.” She leaned in close, licking his lips. “Besides, where else am I going to lay my eggs?”

“Wait… that’s not the mind control?” He asked, realizing her implication.

“What do you think?” She asked, running a hand along his throat. “Now speak, you’ll love what you hear.” She gave him a predatory grin.

“Y-you can't do this.” Shining blushed, gulping at the sound of his new, sultry voice.

“Ooh, you sound better than I thought you would~” Chrysalis purred, stroking his cheek. “I might make you a permanent incubator after all.”

“No way!” Shining growled, struggling against her.

“Come now, you never complained when we had sex before,” she pointed out, ripping his shirt off.

“You brainwashed me!”

“Details,” she waved off, drinking in his chest. “I had almost forgotten how good you looked. Muscular, but not freakishly huge like one of those body builders.” She traced his six-pack with a finger.

“Faust, I hate you so much.” Shining snorted, trying not to watch as his muscles started to melt away.

“Oh please, that pink alicorn has done the same thing to you and you loved it then,” Chrysalis retorted as she massaged his pecs.

“Because I love her you witch!” He spat in her face. She wiped the spit off and took a deep breath.

“I’m not going to do anything to you for that that I wasn’t already going to do.” She continued to massage his pecs until they ballooned out into an impressive bust. “I think DDD’s are good on you.”

“Cadance has said the same thing,” Shining grumbled, looking at his new chest. She rubbed his stomach, smoothing it out flat. She then unbuttoned his pants and removed them along with his underwear.

“Ooh, you’re even bigger than you were at the wedding.” She noted, eyeing his crotch and licking her lips.

“Don't you dare!” He struggled more, getting rather desperate.

“Relax,” she rolled her eyes, “this spell is set up to change you back to normal once you’ve passed all the eggs. You’ll have your big friend here back before you know it.”

“I'll make you pay for this!”

“And what are you going to do, sic your sister and her friends on me?” she asked, rubbing his hips and ass. He bit his lip, his hips widening as his ass inflated. “Mmm, you’re almost a perfect incubator, all that’s missing is…” she reached down and cupped his balls and rubbed his sheath.A moan escaped his lips as his balls retreated up inside of him, his sheath shrinking away. Eventually, he was left a complete mare, a clit forming just as the head of his dick disappeared. “And there, you’re absolutely perfect.”

“Don't do this,” he more or less begged, his ears pinned to his head.

“Would you rather our children shriveled away into oblivion?” she asked, giving him a sad look.

“You can find someone else,” he suggested.

“And who else but their father would want to keep them?” she asked. He bit his lip, gazing at her stomach. “It seems as though you’re thinking about it,” she said with a small smile.

“How do you know they’ll die?”

“Trust me, I know… I’ve seen it happen before.” She placed a hand on her stomach. “Back when I was a young and… idealistic queen. I wanted to never force somepony to be an incubator. So I asked so many mares to carry my eggs. But, none would do it. Eventually, I felt a horrid pain, and I passed the eggs. The sight was ghastly.”

“H-how do I know you're not lying?”

“I suppose you don’t,” she admitted. “But tell me this, why would I make up a story like that when I could’ve just shoved my ovipositor into you while you can barely move right now?”

“I...dunno.” he frowned. He looked into her eyes. “Fine... I don't want my children to die.”

“Thank you, and as a sign of good will.” She undid his bindings and laid down on the bed, pulling off her unitard as she did. He rubbed his wrists, moving over to the bed. “Would you feel more comfortable with this if I changed into Cadance?”

“No, that would just make it weird.” He straddled her, his breasts swaying a little.

“Alright, I was feeling nice since you’re being so understanding. Is there any mare you’ve always wanted to bang but couldn’t?”

“Not really.” He shook his head. “Well... maybe...”

“Ooh, tell me,” she said with an excited smile. “I promise not to judge.”

“Can you do um... the Mane-iac?”

“Sure, fictional characters aren’t a problem.” She was surrounded by green flames and when they died out she was the villain, eyeing him with manic eyes. “Hello little hero!” She let out an unhinged laugh. “Seems you’ve stumbled into a perfect trap.”

“Oh wow...” he stared at her, rather amazed by her disguise.

“Look at you little hero,” “Mane-iac” taunted, pulling Shining down so their chests pressed together. “One look upon my glorious form was all it took to turn you on. “Do you like mares with big stallionhoods?”

“Um... yes.” He nodded, shivering as their nipples rubbed together.

“What a naughty little hero,” she teased, her mane somehow moving and swatting Shining on the ass.

“What are you going to do to me?” He moaned, wriggling his ass.

“I’m going to fuck you until you’re as crazy as I am.” She gave him another swat with her mane as she teased his folds with her erection. “Now, what’s your name, little hero? I want to know what to moan out during this.”

“They call me Silver Shroud.” He bit his lip, bucking his hips against hers.

“I didn’t want your hero name, give me your real name, slut!” She growled, using two hair tendrils to spank both cutie marks.

“G-Gleaming Shield!” He yelped, his ass jiggling.

“Much better,” she kissed Gleaming’s cheek. “Be a good girl and I make sure you enjoy this as much as I do, but be a naughty hero, and I’ll use more than my erection on you.” She pushed her flat head into the unicorn, holding her by the cutie marks.

“M-maybe I want to be naughty,” Gleaming shot back, squeezing her breasts.

“Ooh, I like what I’m hearing,” she moaned and kneaded the unicorn’s ass as she slowly pushed her length into the velvet walls. “What does my naughty hero want?”

“I want you to ravage me.” Gleaming licked her lips, twisting Mane-iac’s nipples. The villain moaned and gave her a wicked grin.

“Now that is music to my ears!” She squeezed Gleaming’s ass, bucking her hips into the unicorn with as much strength as she could muster. Gleaming gasped, her breasts heating with each thrust. “I bet you wanted me to catch you,” Mane-iac taunted, nipping the other mare’s ear. “I bet what you’ve wanted all along is a villain pounding into you like the naughty slut you are.”

“Y-you saw right through me,” Gleaming admitted, looking into her eyes.

“Mmm, I think I’ll keep you slut. Put you on a leash attached to my bed and fuck you silly everyday.” Mane-iac kissed and nipped Gleaming’s neck while she jackhammered into her folds. “I bet you love the sound of that.”

“Oh yeah... that sounds amazing...” Gleaning nodded, a look of pure bliss on her face.

“And maybe I’ll bring a couple of my henchponies along and we’ll fill all your hungry holes,” Mane-iac purred.

“I'm liking this idea.” Gleaming leaned down, pulling her into a kiss. Mane-iac returned it, her hands moving up to Gleaming’s chest to grope it while her hair tendrils spanked her occasionally. Gleaming devolved into a moaning mess, submitting to the stronger mare. “Mane-iac” moaned into the kiss as their tongues wrapped around one another, feeding off the strong emotions coming off the unicorn. She continued to pound away, adding another tendril to tug on Gleaming’s clit.

Gleaming moaned, her juices dipping down onto Mane-iac.

“I’m getting close, slut,” Mane-iac said, reluctantly pulling away from the kiss. “I’m gonna fill you up. You ready?”

Gleaming nodded, looking down at her. Mane-iac pulled her back into their kiss, burying her length to the hilt and letting the first egg pump into the unicorn’s womb. Gleaming’s mind skipped, trembling from the immense pleasure. Mane-iac moaned as well, watching as the other mare’s stomach swelled from the eggs settling into their new home.

Gleaming collapsed on top of her, groaning. Green flames surrounded Mane-iac and she returned to Chrysalis.

“Well, that went way better than I thought it would,” the queen commented, panting. Shining mumbled a response, panting like a dog. “Thank you for agreeing to do this.” Chrysalis, rubbed her hand up and down Shining’s back.

“Uh huh...” Shining nodded, looking up at her.

“Is something on your mind?” Chrysalis asked. “There’s some hesitation in your emotions.”

“I...” he gazed into her eyes. “You don't have to run.”

“What are you trying to say?” she asked, blinking in surprise.

“You could stay here.” He put her hand on his stomach. “You can be a better pony Chrysalis.”

“I’m not a pony, I’m a changeling,” she retorted.

“You know what I meant.”

“I did, but I couldn’t resist correcting you,” she said, “and say I considered this, what then?”

“Well, you'd have to be reformed like Umbra and Discord. Beyond that, as long as the others are okay with it, I'd like you to stay with us.”

“Sounds to me like you just wanna have a third mare in your herd,” Chrysalis teased with a grin.

“Look at it this way, you’ll basically be eating all you can eat for just a little effort,” Shining shot back.

“Well, you are very good looking as both a mare and stallion, not too many ponies can say that,” Chrysalis admitted, rubbing her chin. “I’ll do it, but only if you help me prank that Starlight mare to satisfy my urge for revenge.”

“Fine, as long as it doesn't hurt her.”

“Hey, I knew that already,” Chrysalis huffed. “I was evil, not stupid. Now, since I’ve officially begun my path to redemption, I think we should celebrate.”

“Got anything in mind?” Shining asked, kissing her.

“Are there any other fictional characters you’ve ever wanted to sleep with?”

“How's about Daring Do?”

Chrysalis rolled her eyes and replied, “I said a fictional character Shiny. Not a real mare. Come on, there must be somepony.”

“Wait a second, Daring Do is real?” Shining asked, looking into her eyes as if to see if she was lying.

“Celestia didn't tell you?” Chrysalis questioned.

“No, she didn’t. Probably so she could surprise me with that revelation as a prank of hers,” he said with a sigh.

“Anywho, name somepony already.”

“Hmm, since Daring Do is out…” He furrowed his brow to think. “Do you know who Bayonetta is?”

“Do I know who Bayonetta is.” She rolled her eyes, shifting forms.

“...Okay, if you tell me you have an Ogres and Oubliettes character then I think I’m gonna propose on the spot.”

“Better get that ring ready~” Bayonetta smirked, pulling Gleaming back into a deep kiss. Gleaming moaned and wrapped her legs around the other mare. Chrysalis licked her lips, pushing back into the smaller mare. It was going to be a long night.

Playing With Coco

“What do you think Boulder?” Maud asked, holding her ever faithful companion up so he could see all the gems on display. Of course, the pebble didn’t say anything, but she nodded all the same. “I agree, fairly impressive. But there’s a typo on the label.” She pointed a finger at the label next to a moonstone.

She peered around, hoping to find a staff member to complain to. She found a mare wearing a nametag and stepped towards her. “Excuse me miss, do you work here?” Maud asked.

“Oh, no I'm sorry.” The mare shook her head. “I run a local boutique and forgot to remove my name tag.” Maud nodded and looked the mare over. Her fur was a rich, cream color and her mane was a vibrant turquoise. She was wearing a white button up top that made gauging her chest size difficult. The top had a purple collar that she tied a red kerchief around. She was also wearing a long, pleated, violet skirt that came down to her knees.

“Sorry to bother you, I was looking for a staff member so I could tell them about a typo on a display,” Maud explained.

“No harm done,” the mare assured, giving Maud a bright smile.

An idea popped into Maud’s head at the sight of that smile. “Miss, could I bother you some more? I don’t know Manehattan well and could use a guide.”

“Oh sure, the rest of my day is free anyway.” The mare held her smile, holding her hand out. “I'm Coco Pommel.”

“I’m Maud Pie,” Maud greeted, shaking Coco’s hand. “A pleasure.”

“Oh, are you related to Pinkie Pie?” Coco asked, looking Maud over.

“She’s my baby sister,” Maud answered.

“I've met her a few times, mostly when Rarity visits,” Coco explained.

“She’s a good pony,” Maud said. “Though some ponies are a little off put by her energy.”

“She certainly seemed nice,” Coco agreed.

“Anyway, I still have to find that staff member,” Maud said. “Come help me look for one.”

“Of course.” Coco smiled, always happy to help a friend. The two of them chatted as they walked through the museum, though Coco was the one that pushed most of the conversation forward.

Debating her options, Maud made her move, grabbing Coco’s ass. “Has anypony told you how pretty you are?” Maud breathed on her ear, keeping her expression neutral. Coco’s face exploded in a blush, her head whipping around. Nopony was looking their way, milling about the museum.

“W-well, I suppose a couple ponies have complimented me,” Coco stammered, going stiff against Maud’s touch. Maud gave her a squeeze,nibbling on her ear. Coco let out a quick eep, biting her lip to prevent any further noise from escaping. Her blush darkened, her cream fur being replaced by bright red.

“That's a good girl,” Maud praised, slipping her hand into her skirt.

“M-Maud, why are you doing this here?” Coco asked, squirming slightly. “Wh-what if we get caught? We could get banned from the museum.”

“Sh...” Maud soothed, moving her hand around to Coco’s crotch. “Don’t make a sound.”

“B-but I can’t have a police record,” the cream mare whimpered. “Nopony would trust me to help with the charity play. And my career will be ruined before it’s even begun.”

“Sh...” Maud repeated, giving her clit a pinch.

“Can we at least take this to the bathroom?” Coco asked, biting back a moan.

“Sh,” Maud repeated again. “Not a sound.” Coco’s ears pinned against her head, but she remained quiet as Maud’s hands roved her body. “Good girl.” Maud removed her hands, kissing her neck. Coco shivered from the contact, her body relaxing as Maud returned her hands to her sides. Maud grabbed her hips. “You need a sculptor, to shape you into perfection.”

“And what would perfection be like?” Coco inquired, her face slowly returning to its normal color as she locked eyes with Maud.

“A perfect, obedient little mare,” Maud responded.

“Umm…” Coco paused, not sure what to say in the face of Maud’s unwavering stare. “Well, I suppose we could continue what we were doing in my apartment,” she suggested with a sheepish smile.

“Good.” Maud nodded, slapping Coco’s ass. Coco went rigid and bit her lip, keeping herself from making a scene in the museum. “Lead the way.” Coco nodded and started walking. She didn’t say anything to Maud for most of the trip, her blush returning every time she stole a glance to see Maud still following her. After a fifteen minute walk, Coco stepped into an elevator with Maud, pressing the button for the fourth floor of her apartment complex. “You’re such an obedient mare,” Maud praised, reaching Coco and grabbing her breasts. Coco allowed herself to moan, closing her eyes as Maud groped her.

“I’ve always been more of a follower,” Coco said, her face slowly flushing. Maud kissed her neck, pinching her nipples. Coco let out a low groan, thrusting out her chest for Maud. “It seems to be working well for me now.” Maud gave her nipples a tug, reveling in Coco’s squirms. “Can, can I touch you too?” Coco asked, cracking an eye open to look at Maud.

“You may.” Maud nodded. Coco reached out and cupped Maud’s large chest, giving the hefty orbs a soft squeeze. Maud’s expression didn't change much, though Coco felt her nipples hardening. Coco bit her lip, continuing to grope Maud. She almost slipped her hands under the frock, but the elevator came to a stop and the doors slid open.

“Later,” Maud instructed, moving her hands. Coco took hold of one of Maud’s hands and quickly led the mare to her apartment door. She reached into her purse, fished out her key, opened the door and stepped back so Maud could enter. Maud walked in, looking around.

“I like it.”

“Thank you,” Coco said, putting her purse down. “It’s not much, but it’s all I need at the moment. And I’ve tried to make it homey.”

Maud nodded, sitting down on the couch. “In my lap,” Maud ordered. Coco nodded and gently sat down in Maud’s lap, looping her arms around the grey mare’s neck. Maud reached up, grabbing her breasts. “Just the right size.”

“Mmm, I’m glad you think so,” Coco replied. “I think yours are nice too.”

“Not a sound,” Maud commanded, sliding a hand into her skirt. Coco nodded and bit her lip, keeping herself from moaning as Maud started to rub her thighs, inching ever so slowly toward her panties. Maud rubbed the front of her panties, licking her cheek. Coco shivered, biting her lip as she fought off the urge to moan. Maud slide her hand under her panties, teasing her clit. Coco squeezed her eyes shut and buried her face in Maud’s neck. She squirmed as the urge to cry out in pleasure welled up in her chest. Maud smiled ever so slight, tugging on it. Coco’s whole body vibrated, tears escaping her clenched eyes as she fought to keep even a squeak from passing her lips. Maud nipped her ear, slipping a finger in. Coco bit her lip hard enough to draw some blood, but she kept silent, feeling rather proud of herself for keeping it up through the sparks of pleasure coursing through her. “You’re being so good,” Maud praised, moving her finger in and out. Coco gritted her teeth, trembling as the urge to cry out in pleasure became nearly unbearable. Maud didn't let up, adding two more fingers. Coco could feel blood running down her chin as she bit her lip harder. She pressed herself even harder against Maud, their chests compressing together.

Maud lifted Coco’s chin, looking into her eyes. “You'll do anything for me, won't you?” Coco nodded, still not daring to make a sound. “You may make noise.”

“Thank you~” Coco said through a long moan, grinding herself against Maud’s probing fingers. “Oh wow, it feels so good to let all the sound out~”

Maud pulled her fingers away. “Let's look at that lip.”

“It’ll be fine, I’ve got antibiotic cream in the bathroom,” Coco said. “Can I go clean up real quick before we continue?”

“I’m only in control as long as you consent,” Maud replied, looking into her eyes.

“Then I’ll be right back.” Coco gently slipped off of Maud and went deeper into the apartment. The sound of running water could be briefly heard before cutting off. Coco quickly came back, her lip cleaned up. “Okay, I’m ready to follow more orders, Master.”

“Are you sure?” Maud asked.

“Uh huh,” Coco replied without hesitating. “This has been fun. Well worth a little bloody lip.”

“Give me a lap dance.” Coco nodded and strutted back to the couch. She put on her best seductive gaze as she stopped just in front of Maud. She spun on her heel, thrusting her ass out to Maud and swishing her tail like a pendulum as she started her dance. Maud watched with interest, leaning back in her seat. Coco hooked her fingers in her skirt, teasing the idea of taking it off as she swayed her hips and threatened to press her rear against Maud.

"You like?” Coco asked, doing her best to impress her new master.

“Not bad for a first timer,” Maud replied. “Keep going, I want to see more.” Coco nodded, turning around, leaning over so her breasts hung in front of Maud's face. Maud continued to watch with interest, examining her pet. “Start to strip as you dance,” Maud commanded. Coco obeyed, shimmying out of her skirt. She tossed it at her, giving a wink. Maud caught the skirt and took note of the tight, powder blue panties Coco was wearing. It was rather daring for the timid mare.

Coco untied her kerchief, tossing it away. She started to unbutton her shirt, trying to make the banal activity alluring.

“You look even better than I originally thought,” Maud commented as Coco pulled her shirt off, revealing a bra that matched her panties.

“Thanks,” Coco blushed, posing for her.

“Back into my lap,” Maud ordered, patting her lap. Coco nodded and sat herself down in Maud’s lap. She then put her hands in her own lap, not daring to do anything without her master’s orders. She looked into Maud’s eyes, waiting for her next order. Maud captured Coco’s ear between her teeth, giving it a hard tug. Coco shuddered, biting her lip to keep from making a sound.

Maud moved a hand up to Coco’s chest, sliding a hand under her bra. Coco shuddered again as Maud groped her breast, brushing her thumb over a nipple. She bit her lip harder, closing her eyes as she tried to be on her best behavior.

“Such a good girl,” Maud praised, giving her nipple a hard tug. Coco squeezed her eyes shut and suppressed a gasp. She shifted her legs, feeling a damp spot forming in the front of her panties. “So well behaved.” Maud hooked her hand under Coco’s bra, pulling it off and revealing Coco’s modest bust. “You're going to need a collar.” Coco opened her eyes and subtly motioned towards her throat, requesting to speak. “You may speak.”

“Thank you, Mistress,” Coco replied, bowing her head. “And a collar? I don’t have one of those here.”

“We’ll buy you one, I can’t have anyone trying to take you, can I?”

“No, it wouldn’t do for a mistress to lose her pet,” Coco agreed, nodding with a small smile on her face.

Maud slipped a hand down between Coco’s legs, rubbing her through the thin cloth. Maud relished in Coco’s moans, breathing into her ear. “And if you keep being a good pet, mistress will breed you.”

Coco stopped moaning for a moment, shuddering and looking at Maud with a confused look. “Breed me? How could you do that, Mistress? We’re both mares.”

Maud released Coco’s breast, reaching into her own cleavage. She rummaged around, retrieving a small vial, filled with a shimmering blue liquid.

“What is that supposed to be, Mistress?” Coco asked, staring at the vial. “And where did you get something like that?”

“My sister has a zebra friend.” Maud swirled the liquid around. “It will let mistress breed you.”

“And can I ask why you were carrying it around, Mistress? Couldn’t it break while walking around?” Coco watched the liquid shift inside the vial, wondering what it did exactly to do what Maud said it was capable of.

Maud placed the vial down, patting Coco’s head. “The vial is enchanted, it won’t break.”

“Okay,” Coco replied with a nod. “I certainly wasn’t expecting to get an offer to be bred today though.” She giggled softly.

Maud gently flicked her nose. “You have to earn it first, pet.”

“Then tell me how to earn it, Mistress,” Coco replied, bowing her head. “I will do whatever it is you ask of me.”

Maud smiled down at her, scratching her ears. “You’re so well behaved.” She pulled Coco into her lap, pressing their breasts together.

“Is there anything better for a pet to be than that?” Coco asked with a smile, he tail swishing as Maud continued to scratch her ears. With free hand, Maud reached under her frock, pulling down her panties. Coco had to stop herself from licking her lips as the plain looking grey panties hit the floor. “What do you wish for me to do, Mistress?”

“Please me.”

Coco nodded and got up from Maud’s lap. She then knelt down, pushed the frock up and buried her head between Maud’s thighs. Maud let out a pleased hum, putting her hand on Coco’s head. Coco barely paid attention to the weight on her head, dragging her tongue along Maud’s outer folds from bottom to clit. Coco then flicked her tongue over the clit before wrapping her lips around it.

“Mmm...” Maud grabbed onto Coco’s mane, giving it a hard tug. “Just like that.”

Coco pulled on Maud’s clit with her lips, batting at the nub of flesh with her tongue. She tugged on it with her lips, letting her tongue drift to Maud’s lower lips.

Maud draped her legs over Coco’s shoulders, placing her head between her thighs. Coco took a moment to adjust to the added weight before returning to the task. She let her tongue slip past Maud’s lips and curled it around the grey mare’s inner walls.

Maud moaned deeply, tugging on Coco’s mane. “Keep that up.”

Coco nodded, which served to rub her muzzle against Maud’s clit. She let her tongue go in as deep as it could go and twirled it around in search for sensitive spots. Maud moaned, grabbing fistfuls of Coco’s mane.

Maud squeezed Coco’s head, her body spasming as an orgasm rocked it. Coco licked her lips, Maud’s juices splashing onto her muzzle. Maud's stoic expression faltered for a fraction of a second and she stroked Coco’s head.

“Very good, pet, that was the best orgasm I’ve had in some time,” Maud said, her flat tone holding the tiniest bit of warmth in it. She gently pulled Coco up, planting a kiss on her lips. “I think you deserve a reward.”

“You did mention that potion earlier,” Coco reminded, settling in Maud’s lap.

Maud nodded, fishing it back out. Dropping the act, Maud looked into Coco’s eyes. “My family is very traditional.”

“Does that mean you haven't told them you like mares?” Coco questioned, tilting her head.

“It means.” Maud leaned in close, their faces almost touching. “They will expect a wedding.”

Coco let out a giggle. “Oh, I don’t have a problem with that. But that does give me an idea. Do you want me to make you a dress or a tuxedo for the ceremony?”

Maud blinked. “That quick?”

“I dunno, I just get a good feeling from you,” Coco admitted. “It’s like you don’t have anything to prove to others. Not to mention I agreed to be bred after all. Of course I’d want the “daddy” to stick around.”

Maud gave Coco a slight smile. She pulled her head back, uncorking the potion. She made sure Coco was watching, drinking down the whole thing.

“You may want to get off my lap, the show’s about to start,” Maud said. Coco did as she was told and got on her knees in front of the grey mare. A loud groan filled the air as Maud’s crotch shifted, a sheath quickly emerging for her body. Then her crotch seemed to balloon out for a moment as two testicles formed and dangled beneath her new sheath. When the changes were done, Maud was left with an impressive sized package. “Well?” Maud asked, giving Coco an expectant look.

“A pet should never act without orders, master,” Coco replied, giving Maud a smile.

“Ride me.”

“Yes, master,” Coco licked her lips and climbed back onto the couch and straddled Maud’s hips. She reached down and gripped the sheath, rubbing it to coax out Maud’s length. Maud closed her eyes and rocked her hips, her erection standing proud after a minute of stroking. Coco took in a rush of air, easing herself down Maud’s pole. They both shuddered at the contact and Maud put her hands on Coco’s hips to keep the white mare steady as she slowly eased downward. Coco let out a long moan, her ass meeting Maud’s lap.

Maud took Coco’s ear in her mouth, giving it a tug. Coco squirmed, biting her lip. Maud then moved her hand down to Coco’s ass and gave it a quick spank. Coco got the message and started to rise up from Maud’s lap.

“Go faster, pet,” Maud ordered, giving Coco another spank.

Coco let out a sharp moan and started moving faster, shuddering as she started to feel empty. Once only the head remained, she let gravity take over and dropped down. She put her hands on Maud’s shoulders and moaned, her ass meeting Maud’s hips much quicker than before. Maud gave Coco’s hips a squeeze, encouraging her to keep going. Coco started to build up a rhythm, bouncing and rolling her hips as she rode Maud. Maud let out a hum of pleasure, moving her hands up to grope Coco’s chest. Coco moaned a bit louder, arching her back to put more of her chest into Maud’s hands.

“Y-you’re so big, master...” Coco panted, their crotches smacking together rather obscenely.

“It seems I’ll have to thank my sister’s zebra friend for the good work on the potion,” Maud said, her stoic expression threatening to fall in the face of Coco’s vice grip on her new dick. “Do you like it, pet?”

Coco nodded vigorously. “It’s amazing, master.”

“I’m glad you think so,” Maud started, pinching one of Coco’s nipples while her other hand tugged the other. “Because I think this potion is permanent.”

“R-really?” Coco paused, looking at her.

“I didn’t ask, and I was only told that the potion would give me male genitals. There wasn’t any mention of it wearing off. Also, I didn’t tell you to stop.” Maud gave both of Coco’s nipples a rough twist.

“Y-yes, master.” Coco started to move again, resuming her motion.

Maud let out a quick moan, playing with Coco’s breasts. She drank in the sounds Coco was making and closed her eyes. With each bounce, Coco could feel her pleasure build, pressure in her loins growing and threatening to burst.

“Cum for me,” Maud demanded, slapping Coco’s breast, watching it jiggle and slap against its twin.

Coco threw her head back, shouting Maud’s name as she came. She let herself fall into Maud’s lap, her eyes rolling in the back of her head as she milked Maud’s length for all she was worth.

Maud grabbed her hips, coating Coco’s insides white. Coco squirmed against Maud, groaning as she rode out her orgasm. When she felt the last spurt of seed fill her, she slackened and rested her chin on Maud’s shoulder.

“O-oh wow, that was incredible,” Coco panted out, wrapping her arms around the gray mare. “Umm, was it good for you too?” she asked, fidgeting as she felt Maud’s length started to soften.

Maud brought her hand up, cupping Coco’s chin. “It was amazing.”

Coco smiled leaning forward and giving Maud a kiss. “I’m glad. So, will you be moving in here with me, or would you prefer I move into your place?”

Maud tilted her head. “I’m still going for my rocktorate.”

“Oh, so does that mean you’re staying in a dormitory of a university?” Coco asked. Maud nodded. “And how long until you earn your rocktorate?” Coco tilted her head.

“A few more months.”

Coco brightened up at that. “Oh, that’s good. I’ll be sure to show up for your graduation. Ooh, does that mean I’ll get to meet your parents then?”

“Yes.”

Coco’s smile widened, her tail starting to swish behind her. “I can’t wait. I’ll be sure to make a good impression, and if we’re lucky, I’ll be showing by then.” She removed one of her hands from Maud’s back and let it rest on her stomach. Maud placed a hand over Coco’s a small smile gracing her muzzle. Coco rested her head on Maud’s shoulder, content to stay in the position they were in for a while longer.

Rock the Dragon! (AU)

Spike was sitting in a bean bag chair in his room of the crystal castle, reading a book. It was a guide on how to hypnotize others. For some reason it had caught his eye. Maybe he would use it as a party trick and get some chuckles out of it. He had just finished the book when he heard a knock at the front door. He jumped up from his seat and jogged down the halls. He hopped on the banister of the stairs and slid down to the first floor. When he opened the door, he was greeted by the stoic face of Maud Pie.

“Hello, Spike,” she spoke, blinking slowly. “May I come in?”

“Sure thing, Maud,” Spike replied, stepping back from the door and waving her inside. “Can I get you anything?”

“No thank you.” Maud stepped inside, taking in the foyer. “You have a very nice castle.” Maud walked over to a wall, knocking on it. “Very sturdy.”

“Yeah, I like it a lot too,” Spike said, watching her tap on the wall with a smile. His eyes then drifted over her. Her figure was similar to her sister Pinkie’s, though she didn’t share the pink mare’s pudge. “Though I have been tempted to taste the place once or twice.” He chuckled.

She looked back at him. “Crystals don’t taste as good as rock.”

Spike gave her a confused look for a moment before remembering Applejack telling him the story of Hearth’s Warming at the Pie house. He then chuckled again. “I wouldn’t know, I’ve only eaten gems and crystals, I’ve never tried rocks before.”

“You should try them.” Maud turned away, examining the staircase.

“Maybe I will,” Spike replied, continuing to watch her. “Do you have any recommendations?”

“Granite has a very bitter taste.”

“Uh huh, I’ll keep that in mind. So, what brings you here today, Maud?”

“You’re a dragon. You know a lot about gems.”

Spike rubbed the back of his head. “I guess so. I mean, I have read about them to get a better idea of what they’d be like to eat. Do you want me to help with your research?”

Maud shook her head. “I don’t know a lot of ponies in Ponyville.” She tilted her head. “I thought we could talk about gems.”

“Oh, I’d like that a lot actually,” Spike said, his tail swishing slowly. “The only other pony that likes talking about gems is Rarity, and that never goes past how they look and shine.”

“Good.” Maud blinked, watching him.

“Come on, we can have this conversation in one of the other rooms.” Spike smiled as he motioned for the mare to follow him, taking her upstairs into a sitting room. He plopped down onto a loveseat and she sat next to him. As she did so, her rather sizable breasts jiggled.

Spike bit his lip as his eyes lingered on her chest for a moment. ‘Wow, I never noticed before, but Maud is really pretty.’ A devious thought crossed his hormone fueled brain. ‘Maybe I can try that book out..?’

His pupils contracted for a brief moment while he tore his eyes off her chest. He cleared his throat. “Hey, Maud, wanna see something cool?”

“Sure.”

Spike went through the motions, having her focus on his claws while he spoke in a smooth, slow tone. When he was done, he snapped his claws, only to deflate when she remained unchanged.

“Hypnotism doesn’t work on me,” Maud informed him.

Spike chuckled and rubbed the back of his head. “Oh, okay then. Sorry about that. I just got done reading a book about hypnotism and wanted to see if it works.”

Maud blinked, locking eyes with him. “Look into my eyes, Spike.” Spike quirked a brow but did as she said, staring into her cerulean orbs.. “Listen to my voice. Focus on it, it’s the only thing you hear.” He nodded, leaning in closer while she spoke.

“Push all other thoughts from your mind, just focus on my voice.” He nodded again, her voice seeming to echo in his mind. “The walls around your mind are crumbling, yielding to my control.” He nodded again, his eyelids drooping slightly. “Why did you try to hypnotize me?”

“You’re so pretty,” Spike said in a daze. “I wanted to see more of you.”

“More of me?”

“I wanted to see if I could get you to take off your dress,” he elaborated.

Maud blinked, a light blush peppering her face. “Get undressed, Spike.”

Spike nodded and stood up. He then pulled off his green t-shirt, revealing his chest. The shirt was then quickly followed by his shorts, leaving him in a pair of purple boxers with green flame designs running along them.

“Those too.”

Spike nodded and pulled them off, leaving himself fully bare before her. She was surprised for a moment, not seeing a sheath or testicles between his legs. She stood up, walking around him.

“Tell me your deepest secrets.”

“I have a stuffed Rarity toy hidden in my room,” Spike told her. “I talk to it like it’s her sometimes. I’ve also got sexual fanart of the Power Ponies under my bed.”

Maud blinked. “Anything else?”

Spike bit his lip. “Sometimes I’ve been curious what it would be like to be a girl.”

Maud raised her eyebrow. “Really?”

Spike nodded. “Yeah, sometimes when I helped Rarity I’d catch myself wondering what it would be like to wear the dresses she makes.”

“Do you want to wear a dress, Spike?”

Spike shuffled on his feet. “I guess I wouldn’t mind trying it once. Just to finally know.”

Maud stepped around him, placing her hands on his chest. “You have such nice breasts.”

Spike shuddered at her touch. “They’re nowhere near as nice as yours,” he dismissed. “I mean, yours are so big.”

She reached down, grabbing his hands. “I think your mistaken, yours are quite huge.” Maud placed his hands on his chest. “Don’t you feel all the soft flesh under your hands?”

Spike’s eyes widened as he fondled himself. “Y-you’re right, they’re so big.”

“They’re much bigger than mine.”

Spike bit his lip. “But yours are still really nice. I bet you could get any stallion or mare you wanted with how pretty you are.”

“I think you’d have more of a chance then me.” She stroked his cheek. “You’re such a pretty dragoness.”

Spike blushed a bit. “Th-thank you for saying that, Maud. But I’m so jealous of you. You’re so pretty without even trying.”

“I think you're prettier.” Maud’s hand trailed down his side. “Such nice hips.”

Spike shuddered at her touch and grabbed onto her arms to keep himself steady. “I-I guess they’re so big to make it easier to lay eggs. Ember has nice hips too.”

“Would you like to lay eggs?”

Spike’s muzzle scrunched up. “Umm, maybe. I’ve never been attracted to a guy before.”

Maud slide her hand over his stomach, rubbing at his crotch. “You have such a nice little slit. It’s nice and tight isn’t it?”

Spike let out a short gasp, burying his head into her chest to hide his blush. “W-well, I am a virgin after all,” he admitted. “I’ve never even used anything bigger than my claws on myself.”

Maud kept rubbing. “You know, I heard dragon mating season starts today.”

“O-oh no, I had no idea,” Spike gasped, rubbing his legs together. “I didn’t even take any heat suppressors. Ooh, it’s gonna hit me so hard.”

Maud nuzzled his neck. “I can help you, if you wish.”

He leaned into her embrace, returning the nuzzle. “Please, I’d really appreciate that.”

Maud kept rubbing at his crotch. “I’m happy to help... Barb.”

“Mmm.” Barb seemed pleased with her new name, her tail swishing behind her. “You’re a really good friend, Maud.”

“I’m glad you think so.” She kissed her neck, watching Barb’s crotch. As she kept rubbing, a bit of pink poked out from the light green scales. Eventually, a rather sizeable erection emerged, causing Maud’s eyes to widen in surprise for a split second. She reached down, wrapping her fingers around it. Barb let out a groan, squeezing her eyes shut as Maud started to stroke her.

“How does that feel?” Maud rubbed and groped at Barb’s chest with her other hand.

“Mmm, incredible,” Barb replied, leaning back against Maud. “This is so much better than anything I’ve done by myself.” Maud smiled, stroking and squeezing Barb’s length.

“Do you want to see me naked too?”

Barb’s eyes snapped open and she nodded up at Maud enthusiastically. “Yes, I’d like that a lot!”

Maud pulled away, quickly discarding her frock. She stood there, wearing a plain white bra and matching panties. She disposed of them, wrapping her arms around Barb’s waist.

“Oh wow,” Barb said, her eyes drifting over Maud hungrily. “You’re like, the most beautiful mare I’ve ever seen.”

“Even more than Rarity?” Maud questioned.

“Mhmm,” Barb replied, looking into Maud’s eyes. “With Rarity there’s this air that she wants you to notice how much effort she puts into looking good. But with you, you’re just relaxed and yourself.”

Maud stepped up, pulling Barb into a deep kiss. Barb’s eyes widened for a moment before they fluttered closed and she returned the kiss. Barb wrapped her arms around Maud, letting her claws explore the gray mare’s body. Maud pushed Barb on the loveseat, straddling her hips. Barb pulled away from the kiss, catching her breath while she looked up at Maud.

“A-are we really going to do this?” the dragoness asked, biting her lip.

“I am, if you are.”

“Yeah, I wanna do this,” Barb said, giving Maud a soft smile. Maud gave her a peck on the lips, sliding herself down along Barb’s throbbing erection. Barb let out a long moan while Maud’s face simply flushed. The gray mare let her hands on Barb’s chest, rubbing and squeezing the dragoness.

“How is the toy? Not too big?” Maud asked, looking at Barb’s face.

Barb shook her head. “No, it’s perfect. You can keep going if you want.”

Maud nodded, lowering herself down to the hilt. She wriggled her hips, starting to move up and down. Barb let out another moan, her claws gripping onto Maud’s ass. She bit her lip as she groped the cheeks, feeling powerful muscles buried beneath the gray fur.

“Hmm... you’re so tight...” Maud picked up speed, her breasts heaving.

Barb’s eyes locked onto Maud’s chest, moaning as she moved her hips in tandem with her. “Oh Celestia.” She bit her lip, wrapping her legs around Maud’s waist.

Maud leaned down, shaking her breasts in front of Barb’s face. “Do you want to play with my tits, Barb?”

“Y-yeah.” Barb nodded, watching them closely.

“Then do it. Do whatever you like to them,” Maud instructed. Barb grabbed one of the soft mounds, giving it a hard squeeze.

Maud let out a soft moan, enjoying the feeling of Barb’s claws digging into her flesh. “That’s it, keep doing it just like that.”

Barb pulled it down to her mouth, biting and sucking on it. Maud let out another moan, the slight sting of Barb’s fangs causing her to shudder as her hips started to move in a blur. Barb panted, squeezing her eyes shut.

“M-Maud... I-I’m gonna...”

“Go ahead,” Maud said, giving Barb’s chest a squeeze. “Let it all out.”

Barb let out a cry, bucking her hips, and painting Maud’s inside white. She collapsed back onto the loveseat, a murmuring pile of scales. Maud let out a quick cry as Barb’s orgasm triggered her own, her inner walls spasming as they tried to milk Barb for all she was worth. When she was finished, she sighed in satisfaction and laid her head on Barb’s chest.

“Barb?”

“Yeah?”

Maud looked into Barb’s eyes. “You are no longer under my control, your mental walls are slowly reforming.” Barb stared into Maud’s eyes. “You are Spike. Barb is just a persona you put on to have fun with me. You will remember everything that happened between us.”

Barb was silent for a moment before her eyes widened. “M-Maud!” Spike cried, looking between them. “You know how to hypnotize ponies? A-and all that stuff I said and did.”

Maud put a finger to his lips, nuzzling him. “I won’t tell anyone, pie promise.” She went through the motions, keeping a straight face.

Spike smiled at seeing her do the motions. “Thanks, that makes me feel better. I can’t be mad at you for doing it seeing as I was trying to hypnotize you. Plus,” a blush peppered his cheeks, “I liked it a lot.”

Maud kissed his cheek. “I wanted to help you indulge.” she extracted herself from him, picking up her clothes.

“Um, do you wanna go out sometime?” Spike asked, scratching his cheek. “We could go out and dig up some gems and rocks if that sounds interesting to you. I know a good spot for it.”

Maud gave a slight smile. “I would like that.” She looked between him and her clothes. “Do you want to try my clothes on?”

Spike bit his lip and stood up. “Uh, sure. I guess I wouldn’t mind that.”

Maud nodded, holding her panties open for him to step into. He put his legs through, having them rest just below his tail. He looked down at himself and then up at Maud.

“Put your arms out.”

He did as she asked, holding his arms out at his sides. She slide the bra down one of his arms, doing the same to the other. Maud stepped behind him, buttoning up the back. He frowned at how loosely it hung around his flat chest.

“I uh, don’t think your bra is a good fit for me.”

Spotting a box of tissues, Maud emptied it out, padding the bra out.

Spike smiled at her, the bra fitting much better. “Thanks.” He then blushed. “So uh, how do I look?”

“Amazing.” Maud pulled him into another kiss. She pulled away, offering him her frock.

He thanked her and pulled it on. He then smiled. “Do I look sexy now?” he asked, doing an impression of her.

“Very.” She stepped up, grabbing his ass. “You make a beautiful dragoness.”

Spike rested his claws on her waist, leaning into her touch. “Thank you, and thank you for being so cool with this part of me.”

Maud gazed into his eyes. “I like it, Spike.” She reached up, cupping his chin. “You should let that part out more.”

He smiled and blushed. “Then maybe we should go out and find some other outfits for me to try on. B-but uh, maybe we don’t have me walk around in mare’s clothes in public? I kinda like the idea of this being like a private show for you.”

“Of course.”

Much to Spike’s horror, the door opened. Twilight walked in, looking down at a scroll. “Spike, I need you to send a let-” she looked up, staring at the two of them.

Spike let out a mortified squeak, his entire face erupting into a blush.

“Hello, Princess Twilight,” Maud said, seemingly unbothered by the interruption. Or that she was still naked.

Twilight blinked. “What the hay is going on in here?” She shot Maud a look. “Are you taking advantage of Spike?”

“N-no!” Spike shook his head vigorously. “I um... well...” he rubbed his arm, looking away in shame. “I tried to hypnotize Maud, and make her do... this...” He waved a claw over her naked body. “But it didn’t work, she hypnotized me and I told her my secrets.”

“And the clothes?” Twilight asked, crossing her arms.

Spike blushed furiously. “Y-you can’t make someone do something they don’t want to do, even when h-hypnotized...”

“So you wanted to be dressed in her clothes?” Twilight asked, raising a skeptical brow.

Spike looked at his feet, shuffling a little. “I wanted to do this, Twi. I’ve been curious about trying on mare clothes for a while.” He glanced at Maud. “S-she um... helped me indulge a fantasy...”

Twilight took a deep breath, trying to collect her thoughts. “Okay, if that’s true then I won’t judge. What you enjoy in the bedroom is none of my business. I just want to make sure that you’re safe and that you don’t let yourself get taken advantage of.”

Maud put her arm around Spike, pulling him closer. “I would never hurt Barb.”

Spike blushed a bit at the drop of the name. “D-don’t worry, Twi. This is something I want. I like Maud, like a lot.”

“I like Spike a lot.”

Twilight nodded. “Then I won’t pry any further. Now if you’ll excuse me, I need to go find something to get this moment out of my head.” She turned and floated a scroll over to a coffee table with her magic. “Send that letter to Princess Celestia when you get the chance.” She walked out of the room, closing the door behind her.

Spike let out a long sigh, deflating a little. “That was... horrible.”

Maud pulled him into an embrace and rubbed the back of his head. “At least she didn’t freak out and she seems to accept this part of you. Now we don’t have to sneak around when we dress you up here.”

“That's something.” Spike leaned on her, a soft rumbling emanating from his throat.

“Yes, it is.” She kissed his forehead, content to hold him for a while.

Barb Rockin' the Club (AU)

“You want me to do what?” Spike asked staring at Maud like she asked him to hit on his mom. A month had past since they had started going out, and Spike had gotten more and more comfortable with his crossdressing. Enough that Maud was suggesting he try it in public.

“I want to put makeup on you, dress you up and take you out to a club in Fillydelphia while you’re Barb,” Maud repeated, coming up behind him and wrapping her arms around him.

“I-I dunno about that.” he shifted a little. “What if someone recognizes me?” Spike’s worst fear, besides being sent away by Twilight, was his secret getting out. It wasn’t like he could play it off like Big Mac did when he and Apple Bloom tried the Sisterhood Social.

“Nopony will recognize you,” Maud assured, nuzzling the back of his head. “Don’t you want to try dancing in a sexy outfit with me?”

Spike blushed, the image causing his pants to tighten. “Well... yeah.” He sighed, looking at her. “Okay, I trust you.”

Maud gave him a small smile and gave him a kiss. “Thank you, Spike. We’re going to have a lot of fun tonight.” She let out a small hum. “Maybe we should get a hotel room? I don’t think we’ll make the last train home.”

“A whole day out as Barb huh?” Spike mulled the idea over. “That doesn’t sound too bad. It’s not like you can’t get me out of it whenever you want. So, how do we start?”

“Let’s start by picking out your outfit.” She took his hand and led him to the closet. She pulled out some clothes and laid them out on the bed. “Hmm, I like the little shorts,” she said, pointing at a black pair of shorts that hugged his ass.

“Yeah, those are pretty nice.” As embarrassing as it had been, Spike was glad Maud had persuaded him to share his secret with Rarity. His friend was very supportive of him, and was more than happy to make him clothes. She had even gone the extra mile of having Twilight enchant them to make his body more feminine when wearing them. Spike didn’t even want to know how Rarity convinced Twilight to do it, but he was thankful for the results.

He tapped his chin in thought. “What about the tube top?” He pointed his claw at an emerald green top. Since he and Maud had started dating, he had started working out. This turned the pudgy baby fat he had into lean muscle.

“I think it’ll turn a lot of heads.” Maud moved over, laying out the lingerie. “What do you want to wear under it?”

“That’s a tough one.” He looked over the garments. “Well, the shorts are black so maybe the black lace?” He picked up a skimpy pair of underwear. Maud responded by licking her lips. Spike smiled. “Looks like we’ve got my outfit picked out. Now we just need to doll me up.”

“Rarity lent me her make up kit.” Maud gestured for him to take a seat and went about retrieving the object. He sat in front of the mirror, his tail swishing slowly as he heard Maud dig around for the kit. She pulled it from under their bed, walking over to him. Placing it down, Maud cracked it open, taking out her tools.

The next half hour proceeded quickly, with Maud applying various pieces of makeup to Spike’s face.

“What color lipstick do you want?”

“Um, let me take a look.” She nodded and showed him the various tubes. He looked over the colors before he held up a light pink one. “I like this one.”

Maud took it from him, uncapping it. “Hold still.” With unerring precision, she applied it to his lips. “Done. What do you think?” Stepping back, she let Spike look at his reflection.

He blinked, fighting the urge to bite his lip and ruin the lipstick. It looked a little weird on his male face, but, it was still a masterpiece. “Oh wow, this looks amazing, Maud.” He turned to her with a bright smile. “Thank you.”

“Of course.” She kissed his head. “Let's get you dressed.”

He stood and carefully pulled off his clothes. “You just like having an excuse to feel me up.” He smirked at her as he strode towards the clothes.

“I don’t hear you complaining.”

Maud swiped the panties off the bed, holding them open for him. Spike stepped into them, allowing Maud to slide them into place. A soft moan escaped Spike’s lips the garment worked its magic on him. His legs slendered out, while his ass grew, becoming nice and shapely. Thankfully, the magic did not affect his insides. While he did want to try being fully female, he had yet to work up the courage to part with his best friend, even for a few hours.

He shook off the thought as Maud held up the shorts. He stepped into them and pushed his tail through a hole in the back of them. He shuddered as they hugged against his ass. He looked at his reflection, putting himself into various poses. Damn, I look fucking hot...

Maud shook her head and gave him a small smile. “Everypony’s going to be looking at you tonight.”

“Damn right.” Spike struck another pose, giving her his best sultry look. “I’m one sexy bitch after all.”

“The sexiest.” Maud’s smile grew a little and she held up the bra.

“My favorite part.” Spike purred, extending his arms for her. She slipped the straps over his shoulders and clicked the clasp into place. He let out another groan as his chest swelled and his waist cinched in. His arms became slender, and his face resculpted itself. His spines lengthened, becoming something similar to hair. When they finished growing, they hung down around the center of his back. He struck another pose, feeling a little giddy from the transformation. “Whaddya think?”

Maud looked him over, letting out a low whistle. “I’m going to have to fight the stallions off with a rock.”

Spike chuckled. “Yeah, still haven’t found a stallion I’d let take me home. I’ve only got eyes on one jewel right now.” He winked at her.

Maud passed him the tube top. “That's good, I’d hate to tell my family we were breaking up.”

Spike pulled the top into place and shivered for a moment. “Yeah, I think Pinkie Pie would go ballistic on me if I broke your heart.”

“Pinkie can be very... Pinkie.” Maud packed up the makeup kit, storing it away. “Are you ready to go under?”

Spike smiled and gave her a quick peck on the lips. “Yeah, I’m ready.”

“Listen to my voice, Spike.” Maud stared into his eyes. “It’s the only thing you hear, all other sounds are fading away.” Spike nodded, his eyes starting to droop as he stared deep into her eyes. “Your mental walls are crumbling, you're under my control.” He nodded again, his eyes glazing over. “It’s time to put your mask on again. You’re Barb right now.”

Barb snapped to attention and she smiled brightly. “Hey Maud, you ready to go to the club?!” She beamed, bouncing in place. “This is gonna be a blast! Fillydelphia won’t know what hit it!”

Maud didn’t mind her lover’s sudden burst of energy. “You should calm down. You’ll ruin your makeup.”

Barb nodded and stood still. “Sorry, I can’t help but be excited. It feels like it’s been forever since we went out somewhere.” Barb swished her tail. “I wanna turn some heads, ya know?”

“Don’t worry, you’re going to turn everypony’s head,” Maud assured, putting an arm around her. “Tonight’s all about us having fun. You’re going to make all the mares jealous.”

Barb nuzzled her cheek, letting out a happy purr. “So, when are we heading to the train station?”

“We should probably leave now if we want to find a hotel room and get to the club before a big line forms.” Maud gave Barb a squeeze and handed the dragoness a cloak. “There, it’s chilly today.”

“Thanks.” Barb draped it over her body, pulling her hood up. Maud nodded, pulling on her own cloak. The walk from their subterranean home to Ponyville was quiet, filled with the soothing calls of animals. They just made it to the train, getting on before it pulled off. They found an empty car and sat down together as the train rolled down the tracks.

“Comfy?” Maud inquired, pulling Barb against her.

“I’m always comfy when I’m with you, babe,” Barb replied, leaning against the mare. A few beats passed before Barb spoke again. “So... are your folks okay with us?”

Maud nodded. “Yes, they’re okay with us. In fact, the pairing stone has paired same sex couples a few times in the past. Though that did cause an uproar in the past and nearly spelled the end of the tradition.”

“Oh that's good.” Barb nodded. “But, I meant about me being, you know, a dragon.”A pout crossed her muzzle. “You know how ponies are...”

“My parents are fine with you being a dragoness,” Maud assured, nuzzling her cheek. “Especially since you can eat anything that Mom makes without complaint.”

Barb smiled, nuzzling her back. “When do I get to meet them? You already met my family.” Barb thought for a moment. “At least one of them anyway.”

“And you’ve met one member of my family already,” Maud shot back. “But if it’s my parents that you want to meet, my father’s birthday is coming up. I’d love it if you came to celebrate it with me.”

“I’d love that!” Barb pulled herself into Maud’s lap, touching their foreheads together. “How could I say no to spending time with my main squeeze?”

Maud blinked. “Main squeeze implies you have side mares.”

Barb rolled her eyes. “You know I’d never cheat on you. I mean, if I was trying to get another mare in bed, you’d be the first to know.” She smiled at Maud. “A threeway would be awesome.”

Maud reached around her, grabbing Barb’s ass. “What? Doesn’t my little Barb want a stallion to fill her full of eggs?”

Barb giggled. “If I ever find a stallion attractive I’ll let you know. So far, only mares make me weak in the knees.”

Maud lean her head up, catching Barb’s lips. They shared a kiss, letting the world fall away from them. Eventually, the two needed to breathe and Barb let out a content sigh.

“How did I get so lucky to have a marefriend like you?” Barb questioned, looking deep into Maud’s eyes.

Maud blinked, reaching up to tussle Barb’s spines. “I’m the lucky one.”

Barb giggled. “How about we compromise and say we’re both lucky?” She rested her cheek in the crook of Maud’s neck. Maud silently agreed, wrapping her arm around her.

The two stayed in a comfortable silence until the conductor announced that they had pulled into the Fillydelphia station. They grabbed what little they had brought with them and walked off the train hand in hand.

They got a few looks, mostly directed at Barb. For a split second she was worried they were going to freak out because she was a dragon, but then she noticed the lust in her eyes. This caused her to perk up and add a sway to her hips. Maud nodded in approval, steering Barb to the hotel. They quickly checked in and made their way to their room. Once they were in the elevator, Barb’s excitement started to mount again, her tail swishing in the cramped compartment.

“We’re almost there,” Maud assured her.

Barb blushed a little and grabbed her tail. “Sorry, the thing has a mind of its own sometimes.” She quickly composed herself. “Do you like the kind of music they play at clubs? I always pegged you for a Rock kinda mare.” She giggled at the lame pun.

Maud didn’t mind if it was lame. Seeing Spike happy made her happy. “They play a lot of dance music. Like DJ Pon-3.”

“Sounds like my kinda place,” Barb commented. “It’ll be fun to just dance with you.” She gave Maud a bright smile.

Maud looked at her for a moment. “Barb, do you know how to dance?”

“Yeah,” Barb replied. “It was my mom’s idea that the three of us learn how to dance formally and informally. It wasn’t always fun since the dance instructor didn’t like Shining or me very much. Twilight uh… she didn’t really retain any of it.”

“Why didn’t the instructor like you?”

Barb shrugged. “I dunno, I guess she wasn’t very fond of young colts or dragons. She was never outright mean to us, but we could tell she didn’t like us.”

“Strange.”

The elevator stopped on their floor, letting them out. Maud guided Barb to their room, passing a few rough looking teenagers. They let out a few wolf whistles and started to cat call them as they walked by. Barb giggled at their lame pick up lines and continued to stick close to Maud.

“Aw come on babe, we’ll show you a good time!” one of them shouted after her.

“You’re barking up the wrong tree,” Barb told him, putting her arm around Maud. “I’m a lesbian.”

The stallion scoffed. “You just need a good dicking.” He punctuated his point by grabbing his crotch and thrusting his pelvis.

Barb sized him up for a moment. “Plan on having a friend do it then? You look like you have a hard time getting yourself off if you don’t have tweezers handy.”

“Oi, whaddyou say?” he growled. “Say that again you scaley bitch!”

Barb smirked, showing off her fangs. “Okay, you look like a micro-dicked loser. Now leave my marefriend and I alone.”

“You gonna take that Biff?” A shorter stallion egged on. “Show that carpet muncher whose boss!”

“Uh huh, before you two Mensa candidates do something you regret, let me show you something.” Barb inhaled for a moment and let out a puff of flame that died a few inches in front of her. “I can breathe fire. Do you two really wanna end up burnt to a crisp because you tried to ruin my date?”

“I-I ain’t afraid of you!” Biff growled, taking a step back.

“Really?” Barb snorted out a plume of smoke from her nostrils and stepped towards him. “Then take a swing at me.” Biff set his jaw, throwing a fist at her jaw. She leaned back, letting the punch go wide and she swung her body around, smacking him in the stomach with her tail as hard as she could. Biff flew back, crashing into his friend.

Maud walked over, looking down at them. “You should leave, before we get the cops.”

The two stallions scrambled to their hooves and ran for the stairs. As soon as they were out of sight, Barb slumped over.

“I can’t believe I just did that. Did you see me?”

“I did.” Maud nodded. “You were terrifying.”

Barb looked at Maud with a weak smile. “I don’t know what came over me. I just felt so confident all of a sudden.”

“You should be more confident.” Maud turned, walking over to their door.

Barb smiled and caught up to Maud. “Well, it did feel pretty good to assert myself like that. I thought that Biff guy was gonna piss himself for a second there.” She giggled at the thought.

“He did.”

Barb giggled again before tapping her chin as Maud opened the door to their room and ushered her inside. “Maybe I should ask Dash to teach me some self-defense. I kinda got lucky with that dodge and tail thing.”

“That might not be a bad idea,” Maud agreed. “It could also boost your confidence.”

Barb nodded and put away what little they brought with them in the nook that would serve as their closet. “We can worry about that stuff later, right now we’ve got a club to hit.” She beamed and threw a fist in the air.

Maud nodded, glancing at the clock. “If we leave now, we can get there before the crowd does.”

“Sounds good to me.” Barb walked over to Maud and looped an arm through one of hers. “Shall we be off, milady?” Maud nodded, blinking impassively. Barb giggled, having spent so much time with the mare came with perks. Like seeing past the stoic expression to see the emotion behind it. She could tell Maud was just excited as her. The two walked out the door and back to the elevator.

The two made some one sided talk. Maud smiled slightly, always amused by her lover’s antics. After some more lustful stares from ponies on the streets they spotted a large, muscular stallion standing in front of a pair of doors and a velvet rope. Lucky for them, only a few ponies were standing in line at the moment.

Maud got in line, Barb taking up a position behind her. They passed the time the best they could until the line started to move. The bouncer looked at the assembled ponies, looking them over and either granting entrance or turning them away.

“Yes! We’re finally in!” Barb wagged her tail, flashing Maud a toothy grin.

“I was worried he might not let me in since I’m not dressed like the other mares here,” Maud said, indicating her frock.

Barb snorted, smoke rising up from her nostrils. “That'd be dumb. ‘Hey, let’s turn away a paying customer ‘cause she’s not dressed in napkins,’” Barb mocked, putting on her best tough guy voice.

“I’ve heard that there are some pretty exclusive clubs,” Maud replied with a shrug. “But let’s not worry about that. Want me to get us some drinks before we start dancing?”

“Please!” Barb nodded vigorously. “Strongest they got!”

Maud nodded and walked toward the bar. Barb took the chance to scope out the club. There were ponies of all kinds, along with a few griffons and minotaurs filing in. The place was kept dark with some flashing lights that shone on the dance floor. There were a few couches along the back wall where people could enjoy their drinks.

More than a few eyes were on her, and Barb felt the need to strike a bit of a pose. Of course, she tried not to show that she was aware of them. She tried not to bite her lip as she felt the eyes rove her body. It was intoxicating to draw so much attention.

“Having fun?” Maud questioned. Barb turned, greeted by the grey mare, holding a drink in each hand.

“Yeah, thanks for taking me here.” Barb gave Maud a kiss on the cheek as she took her drink. She let out a quick giggle. “There are already some people staring.”

“Probably never seen a dragon before,” Maud commented, sipping at her drink.

Barb nodded and sipped her own drink. “True, most of the dragons I’ve met don’t want anything to do with ponies. Even Ember probably wouldn’t like the club scene.”

The two managed to find a more secluded booth, near the back of the club. Barb leaned on Maud and nursed her drink as she watched the people mill about. She tapped her foot in time with the thumping music, a smile never leaving her face.

“We should finish our drinks first,” Maud spoke up, her voice almost lost over the music.

Barb nodded and picked up her drink, finishing it off in one long sip. She let out a burp, wisps of flame escaping her mouth. She blushed a little. “Excuse me.”

Maud tittered getting up. “Careful, we might get thrown out.”

Barb chuckled and got up with her. “We wouldn’t want that. I was hoping we could come back.” The two made their way to the dance floor and started to move with the music. Barb could feel the eyes on her again and made sure to add extra sway into her movements. “Told you, all eyes are on me.” She winked at Maud, giving her chest a shake.

“I didn’t doubt you for a second,” Maud replied. Maud’s own dancing was much more slow, and somewhat lackluster. At least if you didn’t know her. Barb could see the passion in her movements. Barb smiled at Maud, trying to show off. “Are you having fun?”

“I’m having a blast!” Barb cheered, sliding along the dance floor. “You seem to be too! I’ve never seen you cut loose this much!”

Maud bumped hips with Barb. “Only with the ones I love.”

Barb let out a short purr, bumping Maud back. “Love ya too. This was a great idea.” Barb spun on a heel, dropping down and bouncing herself back to her feet with just her tail. “Think the guys are jizzing their pants yet?”

Maud shrugged. “Probably, and a few mares too. It would be easier to do if there were a pole here.”

Barb’s eyes lit up. “A pole huh?” Barb stood up on her tiptoes, looking over the crowd. “Oh! They totally have one!”

Maud quirked a brow. “Did that dance instructor you mentioned include pole dancing lessons?”

Barb waved her off. “Who needs lessons? It’s just a pole. All ya gotta do is dance around it.”

“That’s suspiciously like what you said before you threw your back out during your first workout,” Maud commented, following Barb to the pole.

Barb rolled her eyes, grabbing onto the pole. “It’ll be fine. Don’t worry so much.” She could see more people turn their heads toward her and she pretended to ignore them. She stifled a giggle and started to sway along the pole and grind against it.

Maud took a step back, watching her work. “Do you want me to get all eyes on you?”

“Ooh, do you have an idea for that?” Barb asked, speeding up her movements.

Maud pointed behind her. “I’ll just go talk to the DJ.”

Barb nodded. “Okay, if you need me I’ll be right here.” She twirled on the pole and thrust her chest out.

Maud watched for a moment before making her way over to the DJ’s booth “Excuse me.”

The DJ looked over at her, pulling his earphones so they rested around his neck. “You wanna make a request?”

“My girlfriend wants to put on a show.” Maud looked back at Barb.

The DJ looked over and let out a whistle. “Damn, never thought I’d see a dragon here. Sure, I can put something on she can shake what her momma gave her to. I’ll even talk to the owner and see if we can adjust the lighting for her. I’ll be right back.” He opened the door in the back of the booth and went up a flight of stairs.

Maud waited for a few minutes until she noticed a few lights starting to turn towards Barb. The DJ then came back and grinned at Maud. “She loved the idea.” He then reached down and grabbed a new record.

“Good.” Maud reached into a hidden pocket in her frock. She fished out a recording crystal, aiming it towards Barb.

The DJ put on the record and the lights shone down on Barb. The dragoness felt a rush when she felt the lights come down on her. She slowed down for a moment to get a feel for the beat of the song before starting to move with it. Barb rubbed against the pole, pushing it as best she could between her breasts. She heard some wolf whistles come from the crowd and ground against the pole, shaking her chest. Barb winked at the crowd, blowing a kiss as she bent back and showed off her flexibility.

“Damn.” the Dj leaned back in his chair, watching in earnest. “You got one hot babe right there.”

“I know,” Maud said, keeping the crystal trained on Barb. “I’m a lucky mare.”

“Too bad she’s swinging for the other team,” he joked, pulling his headphones back on.

“Actually, she said if she ever finds a stallion attractive she’d give it a shot,” Maud informed him. “Who knows, you might be her type.”

“Seriously?” he asked, looking between her and Barb. “I’ll have to ask when she’s done.”

Maud nodded and turned back to Barb, who was bending down and raising back up while rubbing her chest along the pole. She wrapped her leg around it, spinning around on it. The crowd cheered as she continued her dance, and one or two drunken viewers demanded she start to strip.

Maud tilted her head, thankful that Twilight had the foresight to counter this kind of situation. The transformative effects of the clothing would last for at least two-three hours.

Having way more fun than she should, Barb paused in her dance, hooking her claws over the waistband of her shorts. She thrust her ass out towards the crowd and peeled the shorts down to show off her lacy thong. A smirk grew on her face, as a cheer went up through the crowd. She gyrated her hips, keeping her tail raised up in the air as she ground along the pole.

“Damn you hot!” someone shouted from the crowd.

Barb soaked in the praise, deciding to hook her claws in the tube top. “Who thinks this needs to come off?!” she asked, a large smirk on her face.

“Yeah!” the cry went up, with both mares and stallions watching in anticipation.

She twirled on the pole and threw the top up into the air, showing them her matching bra. She shook her chest at the crowd, winking at them. “Like the girls?!!”

“Buck yeah!” the crowd cheered, clapping and letting out wolf whistles.

“Hot damn,” the DJ commented. “She just eats the attention up.”

Maud nodded in agreement. “She loves it.”

“Ya know, since she likes the attention so much, I could see if the owner would take her on as a regular act,” the DJ offered.

Maud frowned. “I don’t know about that. We live in Ponyville.”

“It was just a thought.” The DJ shrugged. “Isn’t Ponyville the town that Princess Twilight Sparkle lives?”

“Yes.”

“That’s pretty cool.” The DJ turned back to watching Barb. “Hey, doesn’t Princess Twilight live with a dragon?”

Maud cursed under her breath. “I wouldn’t know, Barb and I haven’t lived in Ponyville for very long.”

“Where did you two meet?”

“At a bookstore,” Maud quickly lied. “We have a shared interest in gemstones.”

“You wants more scales!?” Barb shouted, striking a pose, hanging off the pole. The crowd let out another cheer. Barb grinned and unclasped her bra, letting it fall to the floor. She struck another pose, blowing a kiss at the crowd. Barb bounced on her heels, jiggling her boobs around.

The crowd cheered again, while the DJ let out an impressed whistle. “She is a natural at this,” he commented.

“I suppose she is.”

Barb looked out at the crowd and then down at herself. She smirked and let out a claw rest on her hip. “Think I should stop here?!”

“No!” The crowd shouted back.

She spun around and slowly pulled down her thong. Once it was completely off she spanked herself.

Maud looked at the DJ, then back at Barb. “Cut the lights.”

“Uh, sure.” The DJ got up and quickly climbed the stairs.

Maud frowned, watching as Barb taunted the crowd with her ass. Before the crowd could egg her on to continue, the lights surrounding the stage turned off.

“Hey!” one bystander shouted.

Barb frowned, putting her hands on her hips. “What gives?”

Maud made her way through the crowd and pulled Barb off the stage with her clothes in tow. “I think that’s enough of a show,” she whispered to the dragoness.

Barb giggled, taking her thong from Maud. “Gettin’ jealous huh?”

Maud raised her eyebrow as Barb slide them into place. Barb’s erect cock stretching the fabric rather hilariously. “Yeah, jealous.”

Barb giggled again and continued to get dressed. “Oh well, that was still super fun. I had that crowd eating out of the palm of my hand.”

The DJ round the corner. “Hey are you girls...”He went quiet, his eyes locking at Barb’s crotch. “...Oh.”

“What?” Barb asked, genuinely confused as she tilted her head at the DJ. “I’ve got my panties on.”

Maud let out a barely audible sigh. She grabbed Barb, looking into her eyes. “Barb, listen to my voice. I want you to get dressed, focus solely on that until I talk to you again.” Barb nodded and started to pull the rest of her clothes on.

“Uh, I’m not judging or anything, but what’s going on here?” the DJ asked, looking at Maud. “I mean, what did you just do to her?”

Maud pulled him aside, making sure no one else could hear them. “My boyfriend is a crossdresser. We use hypnosis to help him get into it.”

“Okay, but that doesn’t explain her- or uh his breasts and figure,” the DJ replied, glancing over at Barb.

“Enchanted clothing.”

“If the clothes are enchanted, then why does he still have his dick? Couldn’t you make it look like he has a pussy?”

Maud frowned. “He’s not comfortable going that far.”

The DJ nodded. “Okay, and sorry if I offended you just then. But uh, when I asked about the dragon that lived with the princess, this wouldn’t happen to be him, would it?”

Maud slowly reached up, grabbing him by the front of his shirt. She leaned in, staring into his eyes. “Tell nopony.”

The DJ threw his hands up defensively. “Whoa there, I’m not the kinda guy to just blab somepony’s secrets. I won’t tell a soul about this, I swear.”

Maud let him go. “Good.” She turned back to Barb, clearing her throat. “What do you want to do now?”

“Huh?” Barb asked, snapping back to attention. “Sorry, babe, guess my head was somewhere else.”

Maud nodded, quickly writing something down on a scrap of paper. “We’ll be at this hotel for the next day or so.” She passed it to the DJ.

“Okay, my shift here doesn’t end for a while,” he replied, putting the slip in his pocket. “You two enjoy your night.” He waved goodbye and jogged back to his booth.

Maud took Barb’s hand. “What do you want to do now?”

“Wanna get another drink?” Barb asked. “All that dancing worked up a sweat.”

“Sure.” Maud took her hand, leading her back to the bar.

They placed their order and quickly got their drinks. They then quickly found a booth and sat down together.

“Think we’ll be coming back?” Barb asked, sipping her drink.

“I think so.” Maud tilted her head. “The owner offered you a job.”

“Huh, what kinda job?” Barb asked, tilting her head.

Maud gestured to the pole. “Dancing.”

Barb giggled. “That’s pretty tempting, but it’d be hard to get here from Ponyville on a regular basis.”

Maud nodded. “Yeah.”

“Oh well, guess I’ll just stick with being Twi’s assistant.” Barb shrugged and returned to her drink. “Plus, I’d hate it if the thrill of people watching me faded or something.”

Maud leaned over, kissing her cheek. “My thrill will never fade.”

“Aww, you’re the best, babe.” Barb smiled and pulled Maud into a kiss. They stayed for another hour, before Maud guided a plastered Barb back to the hotel room. “How high of a toleransh d’you have?” Barb slurred, swaying on her feet.

Maud kept her steady, fishing out her room key. “Pie’s don’t get drunk.”

“Sounds useful.” Barb watched as Maud opened the door. Once they were both inside the room, she collapsed on the bed and passed out, snoring.

Maud chuckled, letting her snooze. She got herself ready for bed, replacing her frock with a nightgown. She then remembered the slip of paper she gave the DJ. She glanced at the clock and took a seat in the chair in the corner of the room. She watched the door, sitting with her hands in her lap.

A few hours passed and Maud heard a knocking at the door. “Hey, are you still up?” the DJ’s voice called out softly.

Maud got up, letting him in. “Hello.”

The DJ walked in, rubbing the back of his head. “Hey.” He looked over to see Barb snoring away. “Guess Barb had a little too much fun, huh?”

“Yes.” Maud closed the door. “Would you like some tea?”

“Yeah, some tea sounds good to unwind. Sorry for keeping you up so long.”

“I’m used to late nights.” Maud walked into the kitchen, putting the kettle on the burner.

“Yeah, my grandma’s a strygoi so I’ve always been a creature of the night. I even got her eyes.” He chuckled and pulled his dark sunglasses from his face, revealing a pair of golden irises with slitted pupils.

“What’s your name?”

“It’s Night Song,” he told her. “I don’t think I got yours either.”

“Maud Pie.” She walked out, passing him his tea.

“Thanks.” He took the cup and took a small sip. “So uh, why’d you tell me your room number?”

“Spike needs to know that you know.”

The DJ nodded. “Guess that does make sense. I’ll be sure to tell him that I’m not gonna gab about this.”

Maud got up, moving to the bed. She reached down, shaking Barb gently. The dragoness let out a soft yawn and sat up in the bed.

“Hmm, something up, babe?” she asked, rubbing one of her eyes.

Maud grabbed her head, pulling her into a kiss. She gazed into her eyes. “Barb, focus on my voice.” Barb nodded, staring deep into Maud’s eyes. “Spike, it’s time to put Barb’s mask away. You’re in control again.”

Barb nodded, her eyes refocusing. Spike then let out a groan and rubbed his head. “Ugh, what’s goin- Maud, who’s that?” He whimpered and grabbed the covers, quickly pulling them over himself.

“Uh hi.” Night waved. “I’m Night Song. I DJ at the club you went to.”

“Hi,” Spike squeaked. “I’m Spike.” He gulped. “I guess this means you know my secret.”

“He saw your erection while you were getting dressed from your strip show,” Maud explained.

Spike groaned and buried his head in the mattress. “Dear Celestia, this is so mortifying. This is worse than when we told Rarity.”

“I won’t tell anypony,” Night promised. “I’m not going to blab a guy’s secret like that.”

Spike looked up from the bed and smiled weakly. “Really?” His tail was swishing slowly under the covers.

Night smiled, nodding. “I’m not gonna say that I totally understand it but, you’re not hurting anyone. Plus, I’m not some scumbag who’d turn this into a scandal because you work for a princess.”

Spike’s smile grew. “Thanks, I really appreciate that.” He chuckled. “I think we’re gonna be coming to your club more often.”

“And may I say.” Night’s smile turned mischievous. “You have one hell of an ass.”

A small blush peppered Spike’s cheeks. “Uh well, it’s just the effects of the enchantment. Normally my ass doesn’t look this good.”

“Still though, it’s nice as hell. The rack too.”

“Thanks,” Spike’s blush deepened. “I like feeling pretty. I don’t quite get it either, but there’s something thrilling about doing this.”

“I recorded the whole thing.” Maud retrieved the crystal from her frock.

Spike smiled a little. “Guess we’ll have to watch that together soon.”

Maud nodded, glancing at Night. “So Spike, do you find Night to be attractive?”

Spike bit his lip and looked Night over. His mane was dark purple and styled in a series of spikes. His physique was lean but not bone thin and his fur was dark gray. Spike then settled on the stallion’s eyes.

“Umm, I think his eyes are cool,” Spike said, a blush peppering his cheeks.

Maud stroked his head. “Is that all?”

“W-well, maybe not. I think he’s nice and I like the music he plays,” Spike went on, his blush spreading.

Maud smiled, kissing his cheek.

Spike pouted at her. “Are you trying to make me die from embarrassment?” he whispered to her.

Maud shook her head. “Seeing if you want to try with another male.”

Spike blushed and turned his head away. “W-well, if he’s okay with it then I could give it a try.”

Maud gently took his chin. “Do you want that?”

“F-fine, yes,” Spike admitted. “I want to give it a try.”

Maud kissed his lips. “How do you want to do it?”

Spike took a deep breath and sat on the edge of the bed. “I wanna try this as a complete female.”

“Are you sure about that?”

“Yeah, I’m sure,” Spike said, nodding. “I mean, I’ve already pushed the envelope today, why not go one step further?” He gave her a small smile.

She nodded, pulling him into her lap. Spike settled in her lap and leaned against her.

“I’m not opposed to this plan,” Night admitted, “but how do you plan on making Spike completely female?”

Maud reached over to her smock, fishing out a necklace. “With this.”

It was a simple, silver pendant in the shape of dragon claw. Spike took the necklace from her and slipped it around his neck. He groaned a little, feeling his insides shift for a few moments. “That's weird...”

“You just had a magical sex change, what were you expecting?” Maud asked, stroking the top of his head. “Do you wanna show us the effect?”

“Umm...” Spike blushed, working his shorts off. He set them down on the bed and got off of Maud’s lap. He leaned against the headboard and spread his legs for them, a deep blush overtaking his face.

Night blinked, leaning in. “I uh... don’t see anything?”

Spike gulped. “I-it’s probably being covered by my scales. I’ll just…” He reached down and felt around his crotch. Eventually, he found a part in his scales and pulled them apart to reveal the pink lips of his new pussy.

Maud reached her hand down, rubbing it. Spike’s eyes widened and he let out a quick mewl.

“O-okay, th-this might’ve been a good idea.”

“Mmm, just as long as you don’t stop being Spike,” Maud agreed, pinching his new clit.

He let out a low moan, his tail thumping against the bed. He looked into her eye. “Wait, are you saying you don’t want me to do this as Barb?”

Maud shock her head. “I don’t want you to stop being Spike, because you think being Barb is too much fun.”

Spike smiled at her. “Don’t worry, Barb isn’t going to replace me.” He leaned forward and kissed her lips.

“I just want to make sure.” she nodded, looking at Night.

“How do you want to start this, Spike?” Night asked, walking over to the side of the bed.

“I’m uh...” Spike gulped. “No idea...”

“Do you want me to hypnotize you?” Maud asked. “Do you think you’d be more comfortable as Barb?”

Spike shrugged. “I-I dunno...”

Maud wrapped her arms around him and stroked his head. “Deep breaths, Spike. You can say no to anything you’re uncomfortable with.”

“I know.” He nuzzled her cheek. “I trust you, Maud.”

“Would you feel more comfortable if I was exposed like you?” Night asked, tugging on the bottom of his shirt.

“Okay...”

Night nodded and pulled off his shirt, revealing the light muscle tone he had. He then pulled his belt off and unbuttoned his black jeans. He pulled them and his boxers down at the same time, his erection springing forward.

Spike blushed, his eyes locking on the erection.

Night got on the bed, kneeling beside Spike. “How about we take this slow? Is there anything you want me to do?”

Spike bit his lip. “I uh… I dunno.”

Night leaned in, nuzzling Spike’s cheek. “It’s not like its heat season or anything.” He blinked, turning it Maud. “It isn’t, right?”

“No, it isn’t heat season. If it were, I’d insist you take responsibility as the father,” Maud replied, blinking.

“Right...” Night nodded. “Can I?” he asked, looking at Spike’s chest.

“Yes, as his marefriend I’m completely supportive of the way Spike wants to explore his sexuality,” Maud said. “Plus he loves getting his nipples toyed with.”

Night reached out, grabbing one of Spike’s breasts. Spike groaned, turning his head and closing his eyes. Night grabbed the other breast, rolling his thumbs over the light green nipples as he squeezed the scaly mounds. Taking a chance, Night climbed on top of him, straddling his hips. Spike didn’t say anything, still groaning as Night played with his chest.

Night pulled a hand away, gently grabbing Spike’s wrist. He guided it to his crotch, placing it on his hard cock. Without thinking, Spike started to squeeze and stroke Night, shuddering at the feeling.

“Oh yeah...” Night moaned, jerking his hips. “That's a good start.”

Spike gulped, sitting up as he continued to stroke the stallion. He snaked his other claw down, cupping Night’s balls and rolling the orbs in his hand.

“Mmm....” Night pinched Spike’s nipples, tugging on them.

Spike shuddered and started to stroke Night faster. He bit his lip, looking down at Night’s crotch and watching as a bead of pre formed at the flat head of his dick.

“You wanna get in on this?” Night asked, looking at Maud.

“Maybe next time,” Maud waved off. “This is Spike’s time.” She pulled out another crystal. “I’ll just be recording this.”

“Oh?” Night asked, blinking. “You... want me to stick around? You barely know me.”

“You’re the first stallion Spike has found attractive, that alone is a big deal. You’ve also found out Spike’s secret and are accepting of it. That seems like plenty reason to invite you into a herd,” Maud explained.

Night smiled brightly. “Well then, I accept.” He looked at Spike. “If that's what he wants.”

“Well Spike, do you want that big, thick dick pounding into your tight pussy on a regular basis?” Maud asked.

Spike bit his lip, looking between them. “O-okay...” He then looked at Night’s erection. “Um, is it okay if I try something?”

Night smiled. “We can do whatever you want.”

Spike nodded and got on his hands and knees. “Then would you mind if I tried giving you a…” He gulped. “B-blowjob?”

Night leaned back, his erection bobbing. “Go right ahead.”

Spike crawled closer to Night, putting his claws on the stallion’s thighs. He leaned in, grabbing the base of Night’s length with a claw and giving the head a short lick. Hearing an encouraging moan from Night, Spike wrapped his mouth around the tip. Spike shuddered at the foreign sensation and closed his eyes. He then started to stroke Night’s length while he licked and sucked along the head.

“Faust...” Night put his hands on Spike’s head. “Damn, you sure you haven’t done this before?”

Spike pulled away, blushing as he stroked Night. “I’m just copying from what I’ve seen in porn and what Maud’s done to me.” He leaned back down, taking the erection back into his mouth. He breathed through his nose and slowly tried to take more of it into his mouth. Feeling emboldened by the praise, he stretched his tongue out, letting it wrap around Night’s dick.

Night moaned, reaching down and rubbing Spike’s slit. Spike moaned around his length, bobbing his head and using his tongue to replace his claw’s stroking motions. Night parted Spike’s scales, slipping a finger inside him. Spike gasped, his body going stiff as Night’s finger pressed deeper into him.

“Does Spike like that?” Night asked, adding a second finger.

Spike nodded vigorously, pressing his ass against Night’s hand as he returned to bobbing his head.

Night chuckled, thrusting into Spike’s mouth. Spike moaned around Night’s length, bracing himself on the stallion’s thighs. He squeezed and jerked Night with his tongue while forming his lips into a tight ring. Night grunted, hilting into Spike’s mouth, firing strings of cum into his throat. Spike groaned, gulping as he held onto Night.

Night panted, looking down at Spike. “Go ahead... swallow...”

Spike sat up on his knees, opening his mouth and displaying the load coating his tongue. Then, he snapped his jaw shut, tilted his head back and swallowed three times. He opened his mouth again and stuck his tongue out, not a drop of seed remaining.

“Damn, that's hot,” Night commented, idly rubbing his now soft dick.

Spike smiled softly, his tail swishing behind him. “Thanks, I think I could be persuaded to do that again.”

“So...” Night leaned in, kissing Spike’s cheek. “Ready to get your cherry popped?”

Spike nodded, looping his arms around Night’s neck. “Mhmm, I feel a lot less nervous now.”

Night gently grabbed Spike’s hips, lowering him onto his awaiting dick. “Just tell me the pace.”

“Slow,” Spike answered, groaning as Night’s flared head prodded at his pussy. “At least until I get adjusted.”

“Right.” Night pushed in, lowering Spike down until their crotches were flush. “Go on.” He slapped Spike’s ass. “Ride me.”

Spike groaned and started to lift himself up off of Night’s lap. “Oh Faust,” he moaned out, removing one of his hands from Night’s neck to toy with one of his breasts.

Night reached up, grabbing one of them. “Mmm...Your tits are so big. I know a ton of mares would kill to have these.”

“Mmm, I like them a lot too,” Spike commented, continuing his slow journey upward. “I like feeling pretty.”

Night tugged at a nipple. “I can only imagine how much bigger they’d get if we knocked you up.”

Spike managed to smirk as he stopped rising, only the head of Night’s dick left inside. “I bet I wouldn’t be able to get you and Maud to stop playing with them.”

Smirking, Night licked at his neck. “Hm, that's that mean you want to be a mommy?”

Spike shuddered, tilting his head up to expose more of his neck. “Maud’s teased me about the idea and I wouldn’t mind giving it a shot.”

Maud tilted her head. “We could be mothers at the same time.”

“And who do you want to be the daddy to your foal?” Spike asked, slowly lowering himself back down with a moan. “Night, or me?”

“You.” Maud leaned over, kissing his lips. “At least, for the first one.”

Night grinned. “I am a lucky sonuvabitch,” he muttered to himself, twisting Spike’s nipple. “We’ll have to figure out living arrangements.”

“Our place is plenty big enough,” Maud commented. “If you don’t mind either DJ’ing at another club or commuting from Ponyville.”

Night grunted. “I don’t mind moving.”

“Good, it’d be hard to find another grotto on short notice close to Fillydelphia. And I’d rather not raise my foals in an abandoned coal mine.”

“Uh…” Night started, raising a brow at her.

“The second part was a joke,” Maud explained.

“If... you say so.”

Spike let out a long groan, his hips meeting Night’s. Spike squirmed for a moment, his tongue flitting from his lips.

“Damn, girl, you’re tight as tartarus,” Night teased, slapping Spike’s thigh.

“And you’re huge,” Spike groaned. “This feels so weird,” he shifted slightly, blushing, “but the good weird.” He caught his breath and started to rise up again. “Ng... h-harder.”

Night smirked. “I’m sorry, couldn’t quite hear you.” He brought a hand down, spanking Spike’s ass. He then rubbed and groped the place he hit.

“Harder!” Spike cried out, throwing his head back.

“There we go.” Night grabbed Spike by the ass, pulling him down while he thrust his hips up.

Spike placed his hands on Night’s chest, tongue lolling out of his mouth.

“Somepony’s eager to be a slut,” Night teased, squeezing Spike’s ass while his hips moved in a blur. “That turn you on? Being a plaything?”

“Oh buck yes,” Spike moaned out, his hips moving down to meet Night’s. “It feels so good. I want you and Maud to make me your slut.”

Maud nodded. “We can do that.”

Night let one of his hands rove along Spike’s back, tracing his spines before rubbing his tail. He leaned in towards Spike’s ear. “You are one gorgeous dragoness,” he whispered. Taking one of Spike’s ear frills into his mouth, he gently ground it between his teeth.

Spike gasped, throwing his head back. “Oh Faust yes! That’s so good!”

“Such a good girl,” Night praised.

Spike let out a low purr as he happily bounced on Night’s lap. He leaned down, nuzzling and nipping at the nape of the stallion’s neck. Night tugged and ground his teeth along the earfin as he thrusted up to meet Spike’s bouncing.

“I-I’m gonna...” Spike moaned, biting his lip hard enough to draw blood.

Night caught the trickle of blood in the corner of his eye, pulling away from the earfin. He wiped the blood away with his thumb and smiled at Spike. “You don’t have to do that, you can let it all out.”

Spike threw his head back, letting out a gout of flame. His body shuddered in orgasm, milking Night for all he was worth. Night let out a loud groan of his own, his fingers digging into Spike’s scales as he painted his walls white. The two held onto each other, collapsing into an embrace as their orgasms died off.

“That... was amazing...” Spike muttered, nuzzling Night’s neck.

“Yeah, it was.” Night stroked Spike’s back. He then chuckled for a little bit. “Kinda glad I chose this position, otherwise the bed and I might be on fire. That’d really kill the mood.”

Spike laughed,curling up on top of him. “You know, you’re kinda comfy.”

“I’m glad you think so.” Night smiled and rested his chin on Spike’s head. “I don’t mind being your chair.”

Maud stood up, glancing out the window. “We should get to bed.”

“Okay.” Spike moved to lay down, bringing Night with him. He looked up at Maud and smiled. “There’s room for three in the bed.” He held his arms out.

Maud slid into bed with them, wrapping her arm around Spike.

Spike leaned in and kissed Maud on the lips. “Taking Barb out for a night of fun was a good idea.”

Maud kissed him back. “I agree.”

Dragons in Their Natural Habitat

It was a warm summer day and the sun was shining as a young pony was setting up camp as well as several pieces of measuring equipment along with a telescope. Of course, with the volcanoes around, every day was warm in this area. The pony in question was a pale unicorn stallion by the name of Beaker. His red mane was spiked up (despite all his best efforts to make it look neat.) His seafoam green eyes were focused on the tent stake and hammer he was holding. His muzzle scrunched up in concentration and he swung the hammer to drive the stake into the rocky earth, securing the tent.

After spending more time than he’d like to admit on the stakes, his tent was finally standing by itself. Beaker scurried about the camp, setting up his telescope. He grinned as he trained it on a group of dragons.

“One doctorate, coming up,” he commented with a smile. His smile dropped as one of them turned to look at him. He froze, silently hoping the dragon couldn’t see him from his secluded perch. The dragon seemed to stare at him for a few moments before resuming what he was doing. “That was close...” he sighed in relief, levitating over his notepad. He put it down next to him and levitated over the camouflage he had packed, hoping to avoid any further close calls. Once he felt that he and his camp was sufficiently hidden, he resumed observing the dragons.

“Perfect~!” he congratulated himself, a grin plastered on his muzzle. Studying dragons seemed like such a natural thing for Beaker. He had been utterly fascinated by them ever since the dragon migration had passed over his town one year when he was a young colt. Ever since then, he had dedicated himself to becoming Equestria’s leading expert on dragons. And this would be his first real step towards that goal. “Now... how do I cook without alerting them...?”

He paused, looking around his camp. He pulled out the food he brought with him. He cursed under his breath, realizing he hadn’t brought anything that he could eat raw besides a few bags of trail mix and a box of granola bars.

“Okay,” he said, taking a deep breath and running a hand through his mane. “I’ll just have to wait until nightfall to cook my meals. I can use the rocks to block out the light and the smoke shouldn’t be visible in the darkness.”

Deciding that it was best to focus on his work, Beaker devoted himself to the dragons in front of him. The hours ticked away quietly, filled with the scribbling of his quill. Beaker squinted as shapes seemed to be harder to make out. He pulled away to rub his eyes, blinking as he realized night had fallen.

“See something you like?” a gruff female voice asked from behind him. Beaker went rigid as he slowly turned around. A pony sized, blue dragoness stood behind him, a golden staff clutched in her talons. On top, sat a large red gem.

“Um…” Beaker’s mind went blank as her red eyes seemed to glow in the moonlight. He shook his head, steeling his nerves. “I’m sorry for intruding on your land. I just wanted to observe your people. Ponies don’t know much about dragons and I wanted to change that.”

She narrowed her eyes, walking around him. “What? It isn’t enough that your princess has a dragon mate?”

Beaker blinked. “Wait, that rumor is true? I thought that was a bunch of nonsense.”

She let out a barking laugh. “You don’t have a lot of sense do you?”

Beaker held back a frown, not wanting to show her any hostility. “I go to school pretty far from Canterlot and Ponyville. I’ve never even seen the princesses in person before. Rumors tend to get pretty wild out that way.”

“And what would you know about wild?” she stepped closer, getting in his face.

“There was one rumor that the princesses get together every now and then to hold secret orgies,” Beaker deadpanned, flinching slightly as her sweltering breath crashed into his face. He was surprised by the lack of brimstone smell to it. Instead, it was a rather earthy scent.

She laughed again, leaning in close. “You gotta name, horn boy?”

“My name is Beaker, Ma’am,” he replied. “What’s yours, ruby eyes?” He smiled softly, relaxing at her display of mirth.

“Ember, Dragonlord Ember.”

Beaker’s eyes locked onto her sceptre and he nodded. It was obvious that it was a symbol of power. Though it was surprising to see a fairly small dragon be in charge.

“So, may I ask why the dragonlord came to see me personally?”

She poked his chest. “You’re trespassing, and I have to punish you. Unless, you’d rather the others do it.”

Beaker held his hands up as a sign of non-hostility. “I don’t mean any harm, Dragonlord Ember. I’ll accept your punishment. Just please allow me to continue my research.”

He flinched as she reached up, cupping his muzzle. “So, tell me, you a virgin or what?”

A blush exploded on Beaker’s face. “W-well I uh… That is to say… Th-that’s private.”

Ember grinned, baring her fangs. “Not anymore, boy. I could use a concubine, and you seem like perfect material.”

“I take it that if I refuse you’ll leave my punishment to the other dragons?” he asked with a gulp.

Ember let out an exaggerated scoff, pushing him away. “And here I thought you wanted to learn about dragons.”

Beaker gulped again. “I do it’s just… I wasn’t expecting to be offered to become a concubine to the dragonlord. Especially since I’m a…” His blush returned and he rubbed the back of his neck. Ember laughed, and with a blur of motion, shredded his shirt. The tattered cloth fell to the ground, revealing his lean and toned chest and stomach. He had gained the bit of muscle to better prepare for this trip.

“Not as scrawny as you look.” Ember placed her free hand on his chest, tracing his muscles.

“W-well, I didn’t want to fall to my doom, so I’ve taken to working out and learned rock climbing,” he replied, enjoying the feeling of her claw lazily drifting through his fur.

She moved her hand down to the hem of his pants. After a moment of contemplation, she ripped them off. “You won’t be needing clothes anymore.”

“Guess not.” Beaker chuckled nervously as he stood in his black boxers. “Something tells me there’s no real cold season around here.”

“How many clothes do you wear?” Ember glared a his boxers, tearing them off of him. He gulped and looked away as his sheath and balls were put on display. He silently hoped they met her approval, not wanting her to change her mind about his punishment. She reached down, grabbing his sheath. “Lets see how big you are, shall we?”

Beaker couldn’t hold back a groan as Ember started to squeeze and rub his sheath. Her scaled hands were smooth and oh so pleasant to the touch. She kept it up, smirking as he started to rise up from his sheath. She gripped his emerging shaft, stroking him. The way her claws hung dangerously close to the tender skin added a dangerous thrill to it all.

She let out a whistle. “I gotta say, that's pretty big for a pony.”

Beaker chuckled weakly and looked back at her. “I wouldn’t know, never seen anypony’s but mine. But… thanks for the compliment.”

Ember got in his face, letting out a snort of smoke. “But, I still have to punish you. Straight up sex isn’t exactly a punishment.”

He coughed, waving the smoke out of his face. “What did you have in mind?”

“Hold still.” Ember grabbed his arms, wrapping her jaws around his neck. She savored his panicked squirming, letting her teeth sink ever so slightly into his flesh. Beaker resisted the urge to gulp as she chewed slightly, ensuring a mark would be left. When she pulled away, she licked at the shallow wound, cleaning up the blood and disinfecting it. “Just a bit more.” She held her staff up, a spark of magic jumping from the ruby to his new marks. “Now everyone knows who you belong to.”

“Fascinating,” he commented, rubbing at his neck. The wound was closed, replaced by a visible scar.

She chuckled, grabbing his erect cock. “You sound just like that purple princess.”

Beaker smiled. “Makes sense, I’ve heard she’s quite the scholar.” For some reason, he felt emboldened and he felt the mark on his neck tingle as he put his hands on her shoulders. “But why talk about her when there's better things to do with our mouths?”

Ember tightened her grip on his cock, scraping her claws every so gently across his skin. “Are you presuming to tell your lord what to do?”

Beaker shuddered as the dangerous thrill rushed through him, but his confidence didn’t waver and the scar continued to tingle. “Wouldn’t ever dream of it, my lord. I was merely making a suggestion.”

Ember pushed him down on his knees, using her staff to create a ring of magic around the base of his cock. “Please me.”

He didn’t need to be told twice. He gripped her thighs and searched her crotch. He quickly found a bump in her scales where genitals would be on a pony and put his fingers to it. He found that he could part the mass of scales and laid eyes on her feminine treasure. It was a bright pink that contrasted wonderfully with her blue scales.

"Mmm, my lord is such a vision of beauty,” Beaker commented, giving Ember’s slit a long lick. He chuckled as Ember shivered, noting that her insides seemed to have a higher temperature. He gave her a series of licks, tracing the alphabet as his former roommate had explained. He quickly found that the temperature agreed with him, her warmth spreading through his body.

“Mmmm...” Ember hummed with pleasure, putting her hand on his head. “That's the spot.”

Beaker continued his ministrations for a while. Then he reached up, putting his hands on her ass. He could feel plush yet toned flesh just beneath her scales. Ember seemed to approve, pressing his face against her crotch. Beaker caressed and groped her ass, occasionally rubbing the base of her tail while he drilled his tongue as deep as he could into her depths. Ember panted and moaned, tugging on his mane. He let her lead him to certain spots, dragging his tongue across them as he went.

“You sure you’re a virgin?” Ember questioned, yanking on his mane.

Beaker licked his lips as he pulled away from her crotch. “I think the mark did more than show I’m yours,” he said. “I feel much more confident than I ever have. I’ve just been following my instincts, seems to be working.” He flashed her a smile.

Ember laughed, pushing him onto his back. “We’ll see how long that lasts.” She activated her staff again, the ring around his cock expanding to cover the whole thing.

Beaker quirked a brow as he looked down at his glowing crotch. “May I ask what you’re doing to my penis, my lord?”

“Who says it's yours anymore?”

“Let me rephrase, my lord.” Beaker suddenly had a nagging feeling in the back of his head. “What are you doing with your magic?”

“I’m going to fuck you, that's what.” With a pop, said limb vanished from Beakers crotch, reappearing on Ember’s. She moaned as it altered itself, becoming very draconic.

He gaped, looking down to see feminine folds forming where his member had been. His balls receded as well, leaving him completely feminine between his legs. He barely had time to process the change when Ember pounced on him, poking the pointed head of her new cock into his folds.

Beaker looked down and fought against his rising horror. He took a deep breath to steady himself. “My lord, if I do a good job in pleasing you, will I be able to get that back?”

“Of course.” She licked his new scar, wasting no time in pushing into him.

Beaker grunted, feeling himself being stretched. He gripped her shoulders, bracing himself. “Then please continue, my lord. My body is yours.” He steadied his breathing, preparing himself to do what he needed to in order to get his body back to normal.

She purred at his response, thrusting her hips at a rather fast pace. Ember placed her hands on his chest, digging the tips of her claws into his skin. “Who owns you pony?!”

Beaker moaned loudly, though whether it was for show or genuine pleasure he couldn’t tell. “Y-you do, my lord!” he cried, his hips moving to meet hers without his notice. “Dragonlord Ember owns this pony!”

“Louder!” she commanded, dragging her claws across his chest. “I want every dragon to know who owns you!”

"Dragonlord Ember owns this pony!” he bellowed at the top of his lungs, shuddering as he felt his inner walls drip onto Ember’s groin. She grunted, flaring her wings out, smoke pouring from her nostrils. Beaker took that as a sign that she was close. With shaky hands, he reached up and rubbed the bases of her wings in an effort to send her over the edge. She let out a jet of flame, hilting herself inside of him. He cried out, her orgasm setting off his own. He moaned, feeling the inner walls contract around her to milk her for seed.

Ember rose up, taking panting breaths, smoke pouring from her nostrils. “Now you're mine, now and forever.”

Beaker nodded weakly and rolled over into a kneeling position. “Of course, my lord. Did I pleasure you well?” He gave her a hopeful expression, his eyes darting between her eyes and her crotch.

“You did.” She nodded, quickly reversing the spell, though, left the original magic ring in place.

Beaker smiled and stood back up, taking her claw and giving it a quick kiss. “Thank you, my lord.” She purred, wrapping her tail around his waist.

“Of course, I treat my subjects well.”

Beaker felt her warmth spread through him. His smile grew and he put his hands on her waist. “Very well, my lord.”

She stepped closer, wrapping her arms around his waist. “Let's go somewhere more... private...” With a flap of her wings, they took to the skies, moving closer to the other dragons. He held on tight as they flew, the dangerous thrill returning as he watched the landscape below them.

Ember landed on a ledge, the wall opening up into a huge cavern. “Welcome to your new home.”

Beaker let his hooves touch the ground and he took in the sights. There was a large pile of treasure which he assumed Ember used for a bed in one corner of the chamber. His ears twitched and for a second he thought he could hear the sound of rushing water from further inside the cave.

He turned to her and smiled. “I like it.”

“Hold still.” Ember raised her staff, healing the marks on his chest. “Sorry if I got rough, I have to show I’m top dog around here.”

Beaker chuckled and waved it off. “It’s fine, my lord. No permanent damage done.”

Ember put her staff in the gold pile, turning to face him. “You don’t have to call me that in private.”

“Okay, Ember,” he said. “Do you mind if I take a seat?”

“Do ponies ask permission before doing anything?” Ember rolled her eyes. “Yes, sit. You are mine, it's fine if you touch my things.”

Beaker laughed as he found a comfortable looking spot on the treasure pile. He got himself situated, his eyes never leaving her.

“We ponies tend to ask permission to do things if we’re in someone else's home, doubly so if we’re that person's servant.”

“Don’t keep asking me permission,” she informed rather sternly, flopping onto her hoard. “At least not in private. Be as submissive as you’d like in front of the others.”

A sudden thought popped into his head as soon as she finished saying that. He had to keep a smirk from his face as he scooted closer to her. “So you don’t want me to ask permission before doing anything while we’re alone?”

“What did I just say?”

“That’s all I needed to hear.” He put his arms around her and pulled the dragoness into a deep kiss. She blinked, quickly melting into the kiss. He held her close, running his hands along the scales of her back. He decided to press his luck further, snaking a hand down to grab her ass. She purred, pressing into his chest. He felt a stirring between his legs as the kiss continued. He swung his leg over, putting himself atop her. He let his other hand go down and parted The scales between her legs.

She shuddered, eagerly spreading her legs for him. He pulled away from the kiss, lining his length up with her slit. He looked back into her eyes with a smirk.

“Well, seems there’s no limit to that lack of permission thing,” he teased as he pressed the head of his dick into her.

“Hmm... not a one...” she replied, pulling him down on top of her.

He shuddered, her inner fire seeping into his tender flesh as he thrust inside of her. As soon as his hips met hers a thought popped into his head. ‘Welp, no way I can switch to ponies after this.’

He gripped her by the hips and started to pull out of her. Ember groaned, her claws pressing into his shoulders. She dug her claws in,wrapping her legs around his waist. Beaker winced as her claws sank into his shoulders. He ignored it and started to thrust faster in an attempt to drown out the pain with more pleasure. He groaned, her inner walls gripping his length like a vice. Ember moaned with him, burying her head into one of his shoulders.

“Hm... You sure you're a virgin?” she joked, careful not to poke his eye out with her horn.

“To be fair, you did just give me a hands-on demonstration of this,” he joked back, chuckling as he moved one of his hands from her hip to trace and rub one of her wings. Her wings stiffened, quickly becoming erect. He had to hold back a chuckle at the behavior, it was just like what pegasus wings did when aroused. He ran his fingers along the wings, marveling at the corded muscles contained within them. Ember purred in approval, squirming under his touch.

“Keep going that...” she commanded, removing a hand from his shoulder. She moved it down, cupping his balls.

Beaker moaned as she grasped his balls, rolling them in her hand. He leaned down and gave her a quick kiss. “I was going to even if you hadn’t told me.” He removed his other hand from her hip, using it to give her unattended wing similar treatment. He let his fingers dance along the flight muscles, silently comparing their structure to that of a pegasus’. Said wing shot out, stiffening up. Ember’s moans increased in volume, echoing off of the cavern walls. Beaker just grinned and sped up his thrusts.

“Yes!” Ember shouted, giving his balls a hard squeeze.

Beaker let out a low grunt, his thrusts becoming jerky for a few moments from the assault on his balls. “E-Ember, easy on the balls,” he panted out. She gave him a quick apology and loosened her grip.

Ember snorted plume of smoke, her insides starting to get hotter. “A-almost there...” she muttered, looking down at him.

“S-same here,” he told her. “Where do you want me to finish.” He reached down and grabbed her ass while speeding up his thrusts.

Ember clenched down around him, throwing her head back. She let out a torrent of flame, her body racked with pleasure.

Beaker let out his own grunt of pleasure and hilted inside her. He shot jets of seed deep into her womb, her contracting walls milking him for everything he had. He let out an oof as she fell on him, a rather content look on her face.

“I think living with you is gonna be the greatest thing to ever happen to me,” Beaker commented, holding her close.

She purred, tracing his chest with a claw. “Oh, I agree. I’m glad I found you before anyone else did.”

He smiled and gave her a quick kiss. The two then settled into their embrace and the two fell asleep together.

A tired purr rumbled in Ember’s throat. She shifted on her bed of treasure, adjusting the position of her newly laid egg with a wing.

Beaker walked into view from deeper into the cave. He had a waterskin slung on his shoulder. He handed it to her and took a seat next to her.

“So, how long until the egg hatches?” he asked, watching her take a long drink.

Ember laughed, downing a few gulps of water. “I just laid it. It’s going to be a while before it hatches.”

“I know that,” he said, wrapping his arms around her waist and settling his hands on her stomach. “I was just curious how long it usually takes.”

She licked her lips, passing him the waterskin. “Depends. Different genders take different amounts of time.”

“Fascinating,” he said, taking a long drink. “Which gender usually takes longer?”

“Females.” She turned to him, looking into his eyes. “What do you want? A boy, or a girl?”

“I’ll be happy no matter what we have,” he answered, smiling and looking deep into her ruby orbs. “Just as long as I get to raise a healthy child with the dragoness I love.”

“That's not what I meant.” she rolled her eyes. “If you want a boy, then the egg stays like it is. But if you want a girl, I have to keep its temperature up.”

He blinked, quickly coming to a realization. “Amazing, you can directly and naturally influence the child’s gender.” He then shook his head and smiled at her. “You can pick, Ember.”

“Oh no.” She poked his chest. “I asked you. Now, decide.”

“Then let’s make our first born a girl,” he relented with a chuckle.

“Thank you.” She shooed him back, breathing a stream of fire onto the egg. “You can be useful and make sure I do that every five hours.”

“Are you insinuating that I’m useless?” he asked, his voice full of mock hurt.

“When all you do is give me a lay and write in books, then yes, you are useless,” she shot back, scowling at him.

“Hmph, if that’s all you see me as then maybe I should just make a break for Equestria?” He stuck his nose in the air and crossed his arms over his chest.

Ember let out a barking laugh. “As if you could get out of the dragonlands.” She placed her gaze on his neck. “And besides, with that, you’d just be brought back to me, and then I’d have to punish you.”

“I’ve still got a boat moored somewhere,” he pointed out. “I could make a break for it while you're asleep. And if I stole or hid your sceptre then your mark wouldn’t do anything.”

She laughed. “I’d still be dragon lord. Besides, ponies can’t wield it.”

Beaker quirked a brow and reached out to touch the sceptre. As soon as he made contact, his hand recoiled from the sudden heat. He waved off the pain and turned away from her, grumbling about not being useless.

Ember frowned, pulling him close. “You know I’m just riling you up right?” she asked, petting his head. “You get so worked up.”

“Well maybe I don’t like thinking I’m useless to you.” He leaned back into her chest.

She purred, licking his neck. “You need to chilil.” She closed her wings around him, resting her head on top of his.

“I know.” He sighed and settled in her embrace. “Sorry, sometimes I just get this dumb thought in my head where you could do better than me.” He then looked up and gave her a sly look. “But we both know that’s not true.” She snorted, socking him in the arm. He laughed and kissed the tip of her snout before rubbing his arm.

Discord's Trick or Treat

Discord was sitting on his porch, sipping at a cup of distilled rainbow while he watched the swirling madness that was the chaos realm he called home. He couldn’t help but let out a sigh. While he enjoyed his friendship with the girls, Spike and Big Mac, he couldn’t help but crave something. He missed the grandiose acts of chaos that he used to do. But he had promised Fluttershy that he wouldn’t do that to Equestria anymore.

Suddenly, a lightbulb appeared over his head and a giant grin spread across his face. He jumped up from his seat and rubbed his hands together. “I just have to go to a different world to add some chaos to. I might even put everything back to normal when I’m done.” He snapped his talons and a crystal ball appeared in front of him. A remote then appeared in his talon and he started flipping through various images. He then stopped on one and grinned. “Oh, I think I’ve hit the jackpot.”

A costume party was playing on the ball, consisting of non-pastel colored humans. Spotting a candy bowl, Discord’s grin widened. “Good thing I saved these~” A bag of candy appeared on his paw.

Said bag was full of transformation candy, confiscated from a few of his cultists.

“I do so love these little things,” he said to himself. “They never fail to amuse.” He then reached out, pushing his paw through the crystal ball and dumping the candies into a bowl without any of the party-goers noticing. “And now to sit back and watch the fireworks.”

The party was in full swing and all the guests had arrived. There was the light thump of music in the background as everyone chatted and compared costumes. There were of course the show offs who had painstakingly made their costumes themselves to make sure no detail was overlooked or ignored. While others were content with raiding the local costume shop before everything was gone. There was even a tipsy girl in a fursuit, jokingly asking people if they wanted to yiff.

One of the partiers, a young man by the name of Kevin, meandered his way along the snack table, drumming his fingers on it. His costume was homemade, a beak strapped to his face and a pair of mock angel wings, spray painted brown, were tied to his back. He also had on yellow gloves that he capped with some rounded scrap metal that he had spray painted yellow and a fake tail attached to his pants. It may not have been a masterpiece, but he was proud of it. He continued looking over the snacks, his eyes settling on a wrapped candy he didn’t recognize. He picked one up and turned it over in his hand, looking for anything to help identify it. He shrugged and decided to take a chance on it. He unwrapped it and popped the candy into his mouth.

A literal explosion of flavor went off in his mouth, though, he couldn’t exactly name the flavor. He let out a small sound of pleasure and continued to roll the candy around in his mouth. Before he knew it, the candy was gone and he pulled his fake beak away so he could lick his lips.

“Damn that's good~” He reached out, quickly grabbing another piece. He popped it into his mouth, moving off to grab a drink.

He reached into a cooler and pulled out his drink. He had just opened it when he felt something bump into his hip.

“Wow, Kev, did you put all that together at the last minute?” He looked over to see his friend Angie giving him a teasing grin. She had dyed her hair light blue, threw some sparkling glitter into it and was wearing a fake suit of armor that she had adjusted to show off more skin and painted light blue.

“Hey, this is a one of a kind,” Kevin responded, frowning at her. “Better than what you have. What are you even supposed to be anyway?”

“Human version of Nightmare Moon,” she replied, rolling her eyes. “I keep telling you to check out MLP. It has Q from TNG voicing a character, and Weird Al appears in an episode.”

He rolled his eyes. “Ya, ya. You enjoy your ponies. I like more mature things.”

Angie smirked at him. “This coming from the guy who bitched about the new Power Rangers movie for over an hour on Reddit.”

He pouted but grumbled. “Fine, we’re both dorks. Happy?”

“I’m always happy when you admit I’m right,” she told him, patting his shoulder. “So why’d you pick a griffin for your costume?”

He scoffed. “Because griffins are awesome, that's why.”

Angie chuckled and pulled out a piece of candy from a pocket on her costume. She unwrapped it and popped it in her mouth. “Fair enough. There are griffins in MLP by the way.”

“Angie, I’m not going to watch your damn pony show.”

“Hey, can’t blame a girl for trying.” She flashed him a smile. “That’ll be the last pitch I make for the show, I promise.”

“Good.” he took a sip of his drink, noting the lingering taste of the candy.

“Mmm, do you know who brought these candies?” Angie asked, showing the wrapper of the candy she was eating.

“No, but they're amazing.” Kevin was about to say something else, but suddenly there was a pain in his stomach. He clutched it, the pain slowly spreading out from his stomach until he felt like his body was on fire. A groan escaped his lips and he fell against her.

“Kev, are you okay?” Angie asked, her eyes widening as she helped him stay on his feet. “Do I need to call you an ambulance?”

“God it hurts...” he moaned, squeezing his eyes shut.

“Okay,” Angie started, taking a deep breath to calm herself down. “I’m gonna find you a place to lie down and then I’ll call you an ambulance.”

She put her arm around him, slowly walking him upstairs to an empty bedroom. She helped him lay on the bed, his groaning getting louder. He curled up, biting his lip hard enough to draw blood. Angie had to fight to keep from panicking, pulling out her phone as she watched her friend. She had just dialed a nine and a one when she suddenly felt a pain in her stomach. She grabbed her stomach, dropped her phone and collapsed to her knees.

“Fuck...” she grit her teeth, desperately grabbing for the discarded phone. She found it just behind her heel and looked at it. She let out a curse when she saw the screen, it was cracked beyond the hope of function. “K-Kev, you’re gonna have to be the one to dial,” she panted out, her body feeling like it was on fire.

“M-my phone’s in the car...” he panted out, peering over the edge of the bed.

“Shit,” she grunted. “I think there was something wrong with that candy. Someone must’ve spiked them with something.”

Kevin groaned, feeling the heat build up into an inferno. He clumsily undid the wings, quickly removing his shirt.

“Ugh, lucky,” Angie whined, watching him pull his shirt over his head. “This costume does not breathe at all.” She pulled off the boots and gauntlets of her costume, frowning as it did nothing to offer her relief.

“Yea... lucky me...” he grumbled, tossing away his beak.

“At least we’re miserable together,” she offered, closing her eyes.

Kevin frowned, hit with a sudden wave of itchiness. He furiously scratched at his chest, wishing he hadn’t just cut his nails. He heard a grunt from Angie followed by what seemed like her scratching as well. The two continued for awhile, the only sounds being nails raking across skin. Kevin had to stop, he felt something silky on his fingers where there had once been fairly smooth skin.

“The hell?” he blinked, looking down at his chest. His eyes nearly bulged out of his skull, seeing feathers sprouting from his skin. He kept scratching, more feathers sprouting wherever he scratched. “Holy shit, what’s happening to me?!” He pulled his hands away, resisting the urge to continue.

“Kev, what’s happening?” Angie opened her eyes and looked over at him. “Oh my god, you’ve got feathers!”

“I can fucking see that!” he shot back, glaring at her. His eyes widened again. “And you’ve got black fur.”

Angie looked down at herself and her eyes bugged out when she saw black fur all along her arms and legs. “Fuck!” she grabbed a handful, tugging at it. She winced in pain, stopping before pulling any of it out. “K-Kev, are we high and having a bad trip right now?” she asked, nearly hyperventilating.

“Oh god, I hope so.” The two watched as both of them continued sprouting fur and feathers, despite neither of them scratching.

“This is so crazy,” Angie said, trembling.

“Fuck it.” Kevin went back to scratching, letting out a sigh of relief. As he did, his lower half started to sprout brown fur. Angie sighed and joined him, scratching anywhere she could reach.

Angie let out another grunt, feeling a tingling on her scalp and face. A few moments later, something shimmering passed in front of her eyes.

“Uh... your ear is moving,” Kevin informed.

She felt the sides of her head, only to not feel her ears at all. She panicked for a few moments, searching frantically for her ears. She stopped when she reached the top of her head, feeling two oddly shaped ears.

Kevin barely had time to register it, as a sudden bought of pain wracked his feet. He thrust his leg out at her. “Get my shoe off!” Angie quickly did as he asked, untying and pulling off his shoes. A popping sound filled the air, followed by a groan of pain. His feet shifted, bones rearranging.

“Kev, you’ve got paws now,” she told him with a gasp.

“God that's weird.” Kevin frowned, wriggling them slightly.

“I think you’re actually becoming a griffin,” she said. “I mean, feathers and fur, it makes sense.” She then frowned. “Or as much sense as what I hope is a bad trip can make.”

Kevin shuddered, looking over his shoulder. “Does that mean I’m going to grow wings too?”

“Probably.” She shrugged. “Wonder if you’ll be able to fly when this is done.”

A sudden numbness cut off Kevin’s reply. He looked down at his hands. The skin was starting to harden, taking on an off yellow color. Flexing them, he watched as his finger nails fused with his fingers, forming sharp talons.

Angie was about to make a comment, but a sharp pain in her legs caused the words to die in her throat. She looked down to see her legs shifting. There were sickening pops and cracks as her bones shifted and her toes retracted into her foot. When her legs finally stopped changing, she was left with a pair of hooves.

Kevin stared at them, then up at her. “Who did you say you were dressed as?”

“N-Nightmare Moon,” Angie replied, running her hands along her legs. “She’s a black furred pony so uh, I think I’m turning into her.”

Kevin sighed, looking at himself. “Yeah, that's just gr-” His sentence turned into a string of garbled sounds. He clutched at his face, squeezing his eyes shut. His grunts then became pained squawks, and when he opened his eyes again, he saw that he had a sharp beak.

Kevin gave it a click, reaching up to poke it. His hair started to grow, changing color. After a few moments, his head, neck and chest were covered in green feathers, with a few red markings.

“Whoa, those are some cool co-urk!” Angie groaned and clutched her face, watching as it pushed out and elongated into a muzzle. She then felt a twitch in her eyes but obviously she couldn’t see any changes there.

“Damn, those are some crazy eyes.” Kevin stared into them, shifting positions. He frowned, suddenly unable to sit comfortably.

“Yeah, Nightmare Moon is the first villain in the show,” she explained, watching as Kevin loosened his pants. He shimmed out of them, revealing a tail.

“Gah, can you warn a girl before you do that?” Angie asked, blushing as she turned to look away from him.

“I still have my boxers,” he countered, rolling his eyes.

“And when’s the last time we hung out wearing nothing but underwear?” She asked with a huff. She then groaned and covered her forehead.

“We’re turning into weird furries, and that's your prime concern?”

Angie’s only reply was a groan as she felt something poke at her hands. She quickly removed them and felt her head gain weight as what she assumed was a horn grew from her head.

“Oh shit.” Kevin stared at the new bony projection, his beak hanging open.

“Yeah, Nightmare Moon had a pretty sharp looking horn. It also let her do magic,” Angie explained, trying to adjust to the shift in weight. She then gasped and scrambled to pull off the chest piece of her costume, leaving her in a powder blue bra that matched her costume.

“Uh... you okay?”

“I’m fine,” she said. “I just realized that Nightmare Moon has wings so I was making sure that they don’t grow in wrong because of being restricted.”

“Right.”

They sat in a precarious silence, waiting for the next inevitable change to come over them. They both let out cries of pain simultaneously and reached for their backs. The source of their pain was between their shoulder blades. The two wound up on their stomachs, feeling two bumps poking from their backs.

“Fuck, that hurts!” Kevin hissed, digging his talons into the bed.

The two continued to hiss and curse for several minutes while the bumps grew and formed into large pairs of wings. They panted, trying to catch their breath while they looked over their shoulders to see that their wings were surprisingly dry.

“Please tell me that's it...” Kevin begged, burying his face into the sheets.

“I think so,” Angie said, panting and attempting to stand up. “I think we’re completely transformed.” She stood up on shaky hooves before falling back on her ass onto the bed. “Ugh, I can’t find my balance on these damn hooves.”

“Paws aren’t going to be any better.” Kevin pulled himself into a sitting position, looking down at his paws. He placed one on the floor, testing his weight.

“Huh,” Angie looked him over for a moment, “is it just me or did you get buff during all the insanity?”

“Buff?” he looked down, tilting his head.

“Yeah, you’ve even got real abs, not sharpied on ones,” she teased, reaching over to poke his stomach.

“Stop that.” He pouted, rather impressive given the beak.

“Hey, I was giving you a compliment,” she said, though she pulled her hand away. “So uh, what are we supposed to do now? I mean we could sneak out and hide out at one of our places without getting too much attention, thank god it’s Halloween. But then what?”

Kevin groaned, staring up at the ceiling. “Go live in the woods and become mountain people?”

“So we’d be living off the land and each other, huh?” Angie shook her head and let out a dry chuckle. “Sounds like the start of a trashy romance novel.”

“What? Is there someone else you’d rather be a horse with?”

“I guess you got me there,” she said, looking back at him with a weak smile. “What about you, anybody you’d rather be a bird with?”

He returned her smile. “Not a one. And besides, I’m a cat-bird.”

Angie rolled her eyes, though her smile grew slightly. She then moved to get up, bracing herself against a wall. “Come on, if we lean on each other we should at least be able to walk like we’re drunk off our asses.”

Kevin nodded, slowly extracting himself off the bed. He wobbled, stumbling towards her. The two of them put their arms around each other, doing their best to keep their balance as they slowly walked towards the door to the bedroom. The two looked between their feet and their surroundings, shakily moving their legs in tandem.

“Okay... this isn’t so hard...” Kevin commented, the pair falling into somewhat of a rhythm. They slowed to a crawl when they made it to the stairs, taking extra care to not go tumbling down. They let out a sigh of relief when they stepped onto the first floor, the front door a few feet in front of them. “Let’s just hurry up, we’re almost naked...”

“I’ve been going as fast as I can,” Angie grumbled, quickly stepping to the door. “Who’s place are we hiding out in tonight?”

“Let’s go to yours. It’s closer.” He grabbed his coat off the rack, draping it over them.

Angie nodded and opened the door, closing it behind them as they headed to his car. “I got a ride from another friend, so we won’t have to worry about coming back for mine.”

“I think I can still drive.” He rummaged around in his jacket, fishing out his keys. Unlocking the door, her let Angie crawl over into the passenger seat before getting in. He turned the key to the ignition, testing his paws on the pedals. He put the car in reverse and backed out of the driveway.

After a ten minute drive they stopped in front of her apartment building. He got out, bracing himself against the car. Angie did the same and then leaned against him again as they slowly made their way into the building.

“I have never been happier to be on the second floor,” she muttered.

“We’re taking the elevator.”

“Yeah,” she said with a nod, “I’m not going to try and walk upstairs like this.” The two wobbled over to the elevator, and she pressed the button for the second floor. She led them to her apartment door and pulled out a spare key that she had kept hidden and pulled them into her apartment.

“Safe,” Kevin joked, giving her his best smile.

“For now at least,” Angie replied with a sigh of relief. She collapsed on the sofa, slumping over. “I just need a few minutes to calm down.”

“Yeah, I feel-” A groan of pain escaped his beak as a familiar heat built up in his stomach.

“Fucking seriously?!” he swore, dropping to his knees.

“Kev!” Angie got up and stumbled over to his side, putting her hands on his shoulders. “What’s wrong?”

“The same thing that turn me into a bird-cat,” he hissed, hunching over in pain.

“What, why the hell is this happening now?” she asked, rubbing his back in a vain hope of comforting him.

Kevin’s eyes widened in realization. “I ate two of them...”

“Shit, then you might be getting another change,” she said with a frown. “Let’s hope it’s changing you back to normal.” She gave him her best smile.

Kevin let out a sound somewhere between a squawk and a gasp, feeling his mid-section cinch in. There was then a tingling in his hips as they started to flare out. He gulped and looked down at his new lower body.

“Oh fuck, please don’t let this change be what I think it is,” he begged with a whimper.

Much to his relief, his junk was not in fact shrinking away, but growing and changing. When the odd sensation in his crotch faded away, he lifted the waistband of his boxers to take a quick peek. He was greeted by an animal-like sheath, fuzzy balls and the hint of something hidden beneath them. He blinked, gingerly moving his hand down to explore. He let out a gasp when his finger brushed against what was hidden beneath his junk. He gulped and looked up at Angie.

“Um, Angie, promise not to laugh when I tell you this?” he asked, blushing furiously.

“Kevin, I’m not going to laugh at you,” Angie promised, flash him a smile. “Now, what is it?”

“I’m uh,” he gulped, “ kinda turning into a herm.”

Angie blinked, glancing down at his crotch. “Seriously? Huh, doesn’t seem that bad.”

“And how would you feel if you suddenly grew a horse dick?” he shot back, giving her a glare. His glare morphed into a pout as his body continued to change, his limbs slenderizing, while his ass swelled.

“Guess it wouldn’t be a bright side to point out you’re getting a killer figure, huh?” she asked with a chuckle. “Cause damn boy, you got a nice ass.”

“Angie, you’re not exactly helping right now,” he grumbled, taking in all the changes. A deep blush built up on his face as two mounds started to grow on his chest. When they were done growing, he was left with large breasts that were around D cups if he had to guess and a white patch of feathers just above them he could only describe as, chest floof.

“Damn.” Angie leaned back, taking his new appearance in. “Kev, you're hot as fuck.”

“Glad you think so,” he muttered, pouting down at his chest. “Because I feel like an even bigger freak right now.”

Angie reached over, and to his surprise, pulled him into her lap. “You’re not a freak, Kevin.”

“I appreciate the sentiment, Angie, but I’m an anthropomorphic, griffin hermaphrodite and you’re a living cartoon character. We’re both pretty freaky right now.”

Before he could lament any further, Angie grabbed his head, planting an awkward kiss on his beak. His eyes widened in shock, his body stiffening. He eventually closed his eyes and attempted to return the kiss. She wrapped her arms around him, breaking the kiss.

“Like you said, there's no one else I’d rather be a freak with.” Angie smiled sweetly, showing off her now sharp teeth.

“I was an idiot to never ask you out before,” he said, managing to crack a smile. “But yeah, I’m glad we’re in this together.”

“Excellent.” She leaned down, kissing his head. “And hey, I’m basically a night goddess, so if anyone messes with us, I’ll send em’ runnin’.”

Kevin started to laugh. “Uh huh, and do you even know how to use your, “night goddess” powers?”

“No, but I can learn.” She tightened her grip on him, squeezing their chests together.

“Teaching ourselves to fly should be fun,” he offered, resting his talons just below her wings. “I can just picture looking down at the forest from up in the sky.”

Angie grinned, sliding her hands up his back. “I can think of a few other things to do with them...” Like a cat pouncing on its prey, she grabbed the base of his wings, giving them a squeeze.

He squawked in surprise, but that quickly gave way to a moan that sounded almost like a purr. He looked into her eyes and smirked, giving her wings a similar treatment. She hummed in delight, squeezing harder. His purring grew, causing his chest to rumble with vibration. He leaned in, nipping and licking her neck as he squeezed and rubbed her wings.

“Hmm... seems like birdie likes that,” Angie teased, “Good to know.”

“Like you’re one to talk,” he shot back, smirking. “I can feel how hard your nips are through your bra.”

“And I can feel your dick through your boxers,” she shot back, moving her abdomen against his crotch.

“Think we should break these new bodies in?” he asked, moving his talons to the clasp of her bra.

“I’d like that.” she smiled, licking his beak. He returned her smile and undid the clasp of her bra, throwing it behind him so it landed on the T.V. She grabbed his boxers, slowly sliding them down his legs. His erection sprang up, standing proud between them. It was larger than it had been before, its shape more pointed and it was a deep purplish-red color.

“Well, doesn’t that look angry?” Angie chuckled, moving her hand, brushing against it ever so slightly.

He trembled slightly, the little bit of contact sending jolts of pleasure up his spine. “Whoa, it might look angry, but it’s pretty sensitive.” He hooked a talon into her panties and pulled them down, leaving them both bare.

“I’m liking what I see.” Angie pushed him onto his back, looming over him. With a toothy grin, she placed her hands on either side of his head, looking down at him.

“You always dominant in bed, or is somebody getting a power trip from becoming a, “night goddess”?” he asked, returning her grin. He reached down, giving her ass a squeeze.

“What?” she asked, leaning down into his face. “Are you saying you don’t want to be my pet?”

He shrugged, though his hands remained firmly planted on her ass. “I could give being submissive a shot.” He then gave her a smirk. “But watch your ass because next time you might be the one on your back.”

“Oh?” she asked, tilting her head. “And how would you pull that off?”

His smirk grew. “I’m a predator, and you’re prey, I know how to go in for the kill.”

Angie snorted, moving her hand down, grabbing hold of his balls. “Think so hm?” she asked, giving the orbs a squeeze.

He shuddered, a tinge of pain tinted pleasure running through him. He chuckled. “Something tells me the two of us are going to do a lot of wrestling to see who gets to be on top in the future.”

Angie broke character, giggling. ”Good. It’ll make things much more entertaining.”

“As if being around you would ever get boring,” he said, leaning up to give her a deep kiss.

She returned it, moving her hand up from his balls to his newly improved dick. She gave it a few experimental strokes, causing him to moan and shudder into the kiss before she lined it up with her folds. She then raised her hips up, pressing the tip against her entrance.

“You ready?” she asked, looking down at him.

“I’m more than ready,” he told her, brushing a talon against her nether lips.

Angie shuddered, sliding herself down onto his pole. They both moaned, Angie pushing her hands down on the couch to brace herself as she felt her inner walls being stretched.

“Mmm, that's a nice feeling...” she winked, placing her hands on his breasts.

Kevin let out a surprised squeak as she squeezed and squished his breasts. He clicked his beak, trying to hide his arousal. This only encouraged her more, and she gave his nipples a tug. His wings flared out beneath him, and he let out a long moan as he dug his talons into the sofa.

“I see, birdie likes,” Angie taunted, twisting them.

Kevin clamped his beak shut, holding back another moan. He managed to collect himself, prying his talons from the cushions to give her clit the smallest of pinches. She stifled a moan, starting to move her hips up and down. He moved his hips with her, his one hand pinching her clit while the other rested on her hip.

Refusing to be beaten, Angie pulled a hand away from his chest. Biting her lip, she brought it down to his crotch, brushing her fingers along his slit.

He moaned, squirming in a futile attempt to get away from her fingers. “N-no fair,” he whined between moans as she slipped a finger inside.

“How so?” She asked, slipping another finger in, rubbing his clit with her thumb. “Was I not suppose to please your tight little snatch?”

Kevin groaned, her words affecting him almost as much as her actions. “You’ve only got one set of genitals for me to tease,” he said, clicking his beak in an attempt to bite his lip. “I’ve got both now.”

“So, that just means you have more options.” Angie giggled, bouncing up and down on him, thrusting her fingers in and out. She smirked, licking her lips as she looked into his eyes. “In fact, I’ve got a few toys that I can’t wait to use on you, little birdie.”

Kevin gulped rather audibly. “L-like what?”

“Oh, you’ll see,” she replied winking at him. He gulped again, struggling to hold in a moan. Angie watched him squirm and moan, relishing in the control she had over him. She picked up the speed of her bouncing, the sound of their hips colliding filling the apartment.

“You're my pet now, birdie,” she informed, twisting his clit. “All mine.”

He moaned loudly, throwing his head back as a steady drip of came from his lower lips. He collected himself, twisting and pinching her clit while his other hand moved up to tease her wings.

Angie moaned,her wings slowly hardening. “That's right birdie, please your owner.” Kevin ignored her, thrusting up into her to match her bouncing and pinching her clit as hard as he dared with his talons. Angie arched her back, her breasts heaving. She bit her lip, thrusting her fingers in time with her bouncing as she moaned wantonly from his ministrations.

Kevin whimpered, the pleasure starting to overwhelm him, his mind trying to process all the new sensations.

“Mmm, is all this too much for birdie?” Angie teased, looking down to see his face contort in pleasure. His response was another moan. She moaned with him, feeling his dick twitch inside her. “Close already?” she taunted, though she could feel her own pleasure mounting. “We’ll have to work on your endurance, pet.”

“S-shut up...” he whined, squirming under her.

“Don’t cop an attitude with your owner,” she admonished, flicking the tip of his beak. “Unless you want me to leave you unsatisfied tonight?” She smirked down at him.

“I already told you, you’re prey.” He mustered up a glare, clicking his beak..

“Really?” Angie asked, stopping her bouncing so only the tip of his length was inside her. “Because from where I’m sitting you look an awful lot like a pet.” She rolled her hips, threatening to slip off his dick.

He choked down a whimper, turning his head away.

“Ready to say you’re a pet?” she asked, smirking and continuing to roll her hips. He shock his head, squeezing his eyes shut. “Then I guess you’ll just have to finish yourself off,” she said, threatening to lift away from his crotch. He whined, cracking an eye open. “Hmm, what was that?” she questioned, stopping just as she was a hair’s breadth away from being off his length. He bucked his hips, pushing back up inside her. She frowned and reached down between his legs, giving his balls a squeeze that stopped his thrusting. “Oh, someone is such a naughty birdie,” she growled.

He gasped in pain, freezing in place.

“Now, say you’re my pet and I’ll let go,” she promised.

“N-no...” he shook his head, his chest heaving.

“Are you sure?” She started to pull off his dick while his balls remained in her grasp. “It’d be a shame to leave you blue balled.” He took another chance, trying to thrust up again. She gave his balls another squeeze, holding back a moan from the rough thrust.

He winced, giving another thrust, getting another groove going. “Not as in control as you thought, huh?”

Angie growled in frustration and squeezed the orbs again. This time, he wasn’t perturbed and pushed through the pain, building up speed in an attempt to block it out with pleasure. Angie retaliated, pistoning her fingers in and out of him. This only seemed to spur him on, moaning loudly as he jackhammered his hips into her.

“Ready to give up?” Kevin smirked, nipping at her neck.

“Just shut up and fuck me,” she moaned, burying her face in his neck as she moved her hips with his and thrust her fingers into his twat as quick as she could. Kevin kept going, losing himself in the pleasure. Angie let out a loud moan that was muffled by his neck feathers, feeling her walls tighten around his length.

“Fuck!:” he shrieked, pumping rope after rope of cum inside of her. The two held onto each other as their orgasms wound down, panting as they caught their breath.

“W-wow,” Angie said, catching her breath. “That was certainly something.”

Kevin sighed in content, nuzzling her. “An awesome something.”

She nodded, letting herself lay down on top of him. “Yeah, kinda makes the idea of living out in the woods by ourselves seem a lot better.”

He placed a kiss on her lips. “So, are we a thing now?”

Angie returned the kiss and then laughed. “Kinda dumb question after what we just did. What, did you expect me to say we’re going to just be friends with benefits for the rest of our lives?” she teased, shooting him a smirk.

Kevin wrapped his around around her, purring like a cat. “Hey, I’m just making sure. I’d hate for my freak buddy to leave me all by my lonesome.”

She planted a kiss on his cheek, resting her head in the crook of his neck. “You don’t have to worry about that. I’ve stuck by you through worse. Remember prom?”

Kevin snorted. “Don’t remind me. Our dates bailed on us.”

She chuckled and shook her head, being mindful of her horn. “And the worst part was watching them show up with other people. Why do people call High School the best years of their lives again?”

Kevin shrugged. “I dunno, doesn’t really matter for us.” He reached up, haphazardly bringing a blanket down on them. “Lets just relax and deal with all of this tomorrow.”

“Yeah, future us can worry about all our problems.” She closed her eyes, holding him close. He rested his head on hers, drifting off to sleep.

Discord sat in his dimension, rolling on the ground as he laughed. “Oh, that was too perfect!” he boomed, holding his sides as they literally split. “Those candies never fail!” He managed to collect himself, getting up to look at the crystal ball.

And, those were only those two! He had paused the party to follow them. He hadn’t exactly expected one of them to turn into the spitting image of Nightmare Moon! He shuddered to think of what else could happen at the party once others started eating the candy. He grinned to himself, feeling proud that he had secured a source of entertainment for some time to come.

However, the pair had seemed to love their changes, at least for the moment. Perhaps they deserved a little something… He stroked his beard, thinking of the best way to handle this. Suddenly a bolt of inspiration hit him and he snapped his talons. Two necklaces appeared in front of him, one in the shape of a purple crescent moon, the other in the shape of an eagle with its wings flared upward. He then placed them in a box with a note explaining the enchantment on them. He pushed the box through the crystal ball, placing it on the coffee table for them to find when they woke up.

“There you go you two, now you don’t have to elope to the woods,” he mused.

Kevin woke up to a rather pleasant cozy feeling. Opening one of his eyes, he noted that he was in Angie’s house, with said person sleeping on top of him. He smiled for a moment before feeling the familiar call of nature. He carefully pulled himself out from under her, standing up to go to the bathroom. In doing so, he spotted a box on the coffee table that hadn’t been there the night before.

Deciding to get to it in a few minutes, he went to the bathroom. Once he was done, he came back to see Angie sitting up with a long yawn.

“Hey.” He plopped down in her lap, giving her a kiss. “Sleep well?”

She returned the kiss and smiled at him. “Like a baby, what about you?”

“Pretty much the same.” He grabbed the box. “So... this was just sitting here.”

She took the box from him and opened it. She pulled out two necklaces and the note. “Huh, this is odd.” She pulled opened the note and started reading.

“What's it say?” he asked, peering at it.

“It says these necklaces will let us turn back to normal and back to this whenever we want,” she relayed, quirking her brow as she looked between the note and the jewelry.

“Seriously?” Kevin took one of them. He examined it, turning it this way and that. “Looks like a normal locket.” He put the locket on, popping it open with a talon. Instead of a place for a picture, there was a button. He pressed it, and in a flash of light, he was returned to his old self. “Holy shit!” he jumped up, looking himself over.

“Looks like the note wasn’t bullshit,” Angie said, putting on her own necklace, opening it and changing back to normal. She took another look at the note, seeing that it was signed by a “D”.

“This solves our problem.” Kevin beamed. “And hey, we still get to keep our fetish fuel bodies.”

“I take it someone wants to experiment more with the new naughty bits?” she teased, looking between his eyes and his crotch.

“And you don’t?” he asked, raising his eyebrow.

“Oh trust me,” she started, a Cheshire grin spreading across her face, “I’ve got a laundry list of things I want to do in those bodies.”

Kevin smiled, holding his hand out. “It is a Saturday after all.”

She took his hand and stood up. “Sounds like a good day for a date followed by kinky sex,” she mused.

“Then, how about we get dressed and plan one out?”

“We could go see the Power Rangers movie,” she teased, leading him to her bedroom.

“If you want.” He stepped inside, not bothering to shut the door behind them.

“Not really,” she said with a chuckle. “I’d rather not hear you grumble for an hour and a half.”

“Then, how about we binge watch that pony show of yours?”

“Didn’t you say that you’d never watch it?” she asked, opening up her dresser to look for an outfit. She settled on a tank top, some simple panties and a pair of shorts.

Kevin shrugged. “That was until we turned into furries.” He blinked, looking between them. “I don’t have any clothes.”

“Well, we could get you back in your boxers, put a blanket on you and drive to your place so you can get dressed,” she offered.

“Good point.” He turned on his heels, going back downstairs. He retrieved his boxers from their resting place, sliding them on.

She slipped on a pair of socks and put on some shoes. “Actually, this works out better, didn’t you just buy a new T.V.?”

“I did.” He wrapped himself up in the blanket. “Pretty big too.”

“Very nice,” she said, leading him out the door. “Got popcorn at your place? Oh, and MLP is six seasons long and has four movies,” she informed with a grin. “So we might be doing a lot of binge watching.”

For a Few Sweeties More

Sweetie 2 sat in her normal corner booth of a small Cloudsdale bar. She was sipping a beer and looking around the bar. She was reflecting on her current life. She had nothing to complain about really. She owned a pretty successful fudge shop that she opened thanks to a generous donation from Celestia. And she was a sexy gryphoness.Though 3’s wedding made her realize she was missing something.

“Why did everyone else get all the luck?” she complained, leaning her head on her arm. “Even the damn breezie has somebody… two somebodies actually.” She sighed and shook her head. “Now is not the time to have a pity party. But it is time to turn on the Sweetie Drops charm and nab myself a sexy mare or stallion.” She took a swig of her beer and scanned the room for a potential date.

She frowned, noting the lack of patrons in the bar. “Typical.” She downed her drink, gesturing for the bartender to pour her another glass. “Guess it’s another night of jerking it to the swimsuit issue with all the Wonderbolts.” She sighed and took a big gulp of her new beer. She slid him a few bits, sagging in her seat. “What’s a girl gotta do to find a nice pony in this town?” she muttered, looking out the window.

The chime of the front door caught her ear and she turned, blinking in surprise as one of the wonderbolts walked in. He was a light blue stallion with a messy navy mane and green eyes. There was no mistaking it, this was Soarin, the vice-captain of the team.

Sweetie looked up at the ceiling and said, “Dear Faust, thank you for this change in my luck.” She cleared her throat, smoothing over her plumage. “Hey, you looking for a seat?” she called over, patting the chair next to her. Soarin looked over and took the offered seat.

“Thanks, didn’t really feel like drinking alone tonight,” he said with a smile.

“Same.” She smiled, back, holding out a hand. “I’m Sw-Valkyrie.” She winced internally, chiding herself for nearly blurting out her former name.

“Valkyrie, that’s a pretty name,” he complimented. “I’m Soarin Skies… though I guess you knew that?” He chuckled and rubbed the back of his head.

“I suppose I do.” She nodded. “Though, I’ve never seen one of your shows.”

“I could pull a few strings and get you a backstage pass,” he offered as the bartender brought over his drink.

“Really?” she asked, eyeing him curiously.

“Sure, what’s the fun of authority if you don’t abuse it every once in awhile?” He chuckled and took a sip of his drink. “Plus, it’s my way of saying thanks for keeping me company tonight.”

“I’ll be glad to take it then.” she beamed, raising her glass before downing it. Soarin smiled and did the same.

“So what do you do for a living?” He asked.

“I own a fudge shop in town. It’s doin’ pretty well.”

“Heh, total admission here, I love sweet stuff,” he said. “I’ve carbo loaded with cookies and pie before a big show more often than I can count. I’ll have to check out your shop sometime.”

“It’ll be good for business,” she agreed. “So, you on break or something?”

“I got my paperwork done early,” he answered. “Thought I’d grab a cold one or two before heading home.”

“I feel ya. The paperwork always sucked.”

“Yeah, I guess the paperwork for a business is nothing to sneeze at either,” he said with a chuckle.

“Yeah...” she nodded, deciding it was better not to correct him.

“Have you been enjoying your time in Cloudsdale?” He asked, signalling for two more drinks.

“It’s not as warm as my old place but, living in the sky has its perks.”

“Yeah, I feel ya, living in the sky isn’t as warm as some places. But the view from some places and the Wonderbolts facility is amazing.” Soaring leaned back in his seat.

“I take it you’re a native?” Valkyrie took another sip of her drink, taking extra care nothing spilled from her beak.

“Yeah, I was born here,” Soarin replied with a nod . “But thanks to being a Wonderbolt, I’ve performed all over the world. If you want, I could show you some of my favorite spots in the city some time.”

“I’d like that a lot.” She looked up, thanking the bartender as he placed a set of drinks in front of them.

“Cool, so besides drinking in small bars, what do you usually do for fun?” Soarin asked, sipping his new drink.

“I’m kind of a boring person,” Valkyrie admitted rubbing her neck, “About the only hobby I have is martial arts.”

“Hey, martial arts is cool,” Soarin said with a smile. “I got really into it after basic training in the Wonderbolts. I study a few styles.”

“Oh yeah?” she asked, raising her eyebrow.

“Yeah,” he said. “Oh, and another hobby some of us got into thanks to the former guard captain was a game called Ogres and Oubliettes.”

“What now?” she asked, giving him a blank look.

“It’s this fantasy game where you make your own character and do all sorts of quests. It sounds pretty dorky… and it kinda is at first, but it’s actually pretty fun,” Soarin explained.

“I had no idea celebrities were dorks too,” she teased, flicking her tail a little.

“Hey, we’re people like everybody else,” he said, chuckling and smiling at her. “I even put my pants on one leg at a time and everything.”

“Are you always this charming?” Valkyrie asked, laughing with him.

“I dunno, are you always this good looking?” Soarin asked.

“I rock these feathers boy.” she smirked, winking at him.

“Yeah you do,” he agreed, his smile growing. “And you should see how I look in the Wonderbolts uniforms.”

“Do they even let griffons join?”

“Yeah, the Wonderbolts have had griffon members before,” Soarin answered. “The first ever griffon member was Jean Le Grande who joined in 753 A.N.M.”

“Huh, I did not know that.” She leaned back, looking him over.

“Yeah, they make you learn all about Wonderbolts history before you can join,” he said, leaning back and returning the favor. “I now know more about the history of the uniform than I even thought was possible.”

“Must have been boring.”

“Mostly it was stressful,” Soarin replied. “I wasn’t exactly the best student back in my school days. At one point I think I just had pure coffee running through my veins from the all night study sessions.”

“Sounds rough. I wasn’t one for school, dropped out when I was fifteen,” Valkyrie explained. “Don’t really need to go to school to learn candy making.”

“Yeah, school’s not for everyone.” Soarin shrugged. “But I had to stick with it to get in. And I’m glad I did. Being the vice captain is way more than I ever imagined being.” He smiled brightly, downing his drink.

“Didn’t they try to replace you with Rainbow Dash?” Valkyrie asked, only to regret that particular comment as soon as it slipped out.

“How did you hear about that?” Soarin asked with a tilt of his head. “That never made the press. Are you friends with Rainbow or something?”

“Er... a few friends of mine live in Ponyville and I heard it from them.” She tensed up, hoping he’d buy it.

“That makes sense,” he said with a nod. “And I forgave them for that. Spitfire’s biggest flaw is that she’s super competitive. Plus, her dad used to be the captain so maintaining the image of the Wonderbolts being the best fliers is important to her.”

Valkyrie let out a sigh of relief. “Must be hard for her to live up to him.”

“Spitfire’s the kind of mare that thrives on pressure,” Soarin said with a shrug. “But I don’t wanna talk about her, not when there’s a lovely hen that’s way more interesting.” He reached over and gently grasped her free hand.

“Me huh?” she asked, glancing down at his hand. “I’m not all that interesting.”

“I think you’re just being hard on yourself,” he said. “You’ve been holding my interest this whole time.”

“What's so interesting about me huh?”

“That’s easy,” he said with a smile. “You own your own business, you’re into martial arts, and you haven’t lost your mind because I’m a celebrity. That last trait is really hard to find, especially in Cloudsdale.” He then paused and gave her a lidded look. “The fact that all of that is attached to a smoking hot body is a very pleasant bonus.”

“Thanks, you're pretty hot too~” it was then she was reminded of the addition between her legs. She blushed, doing her best to hide the bulge from his eyes.

“Then maybe you won’t mind if I do this.” He put one of his hands behind her head and pulled her into a kiss. She blushed brighter but didn't pull away, leaning into him. Soarin wrapped his arms around her to bring them closer. His tongue then flicked against her beak, asking permission to enter. She opened it up, closing her eyes. The two continued to make out until their lungs screamed at them for air. Soarin panted and looked in her eyes. “I just found another interesting thing about you, you’re a great kisser.”

“So are you...” she stared into his eyes, her heart racing.

“Do you wanna head back to my place?” He asked, staring back into her eyes. “We could grab some coffee or whatever.”

“I uh...” she stuttered, not sure what to do.

“Sorry… I didn’t mean to seem forward,” Soarin rubbed his neck. “I got swept up in the moment and well… it’s been a little while. We don’t have to do that if you don’t want to. Wanna go out sometime though? I’d like to keep seeing you Valkyrie.”

“Well I um...” she rubbed her legs together, her face burning.

“Is something wrong?” He asked, tilting his head. “You look like you’ve got a fever or something?” He put his hand on her forehead. “Yeah, you’re kinda warm.”

“No I um...” she gulped, no longer able to hide the tent in her pants. Soarin caught a glimpse of it from the corner of his eye and did a double take.

“Oh…” was all he could say, his face unreadable.

“I-I’ll just go...” Valkyrie placed a few bits on the counter, getting up to leave.

“Valkyrie, wait!” Soarin grabbed her by the wrist. “Don’t leave yet. I’m sorry, I was just surprised, that’s all.”

“You don't think I’m a freak?” She asked, looking back at him.

“Of course not,” he assured her, meeting her gaze and smiling warmly. “You’re beautiful.”

“Thanks...” she blushed, shifting on her paws.

“So, since the cat’s out of the bag, do you want to head back to my place?” He asked, standing up.

“Getting punny are we?” She asked, giving him a smile.

“Couldn’t resist.” He chuckled. “But you didn’t answer the question.”

“Sure, I could use a cup of coffee.”

“I’ll have my servants brew up the finest beans,” he said in a posh accent as he took her hand and led her out of the bar. She leaned on him, swishing her tail. The two walked like that for a time, enjoying a pleasant silence until Soarin walked up the driveway of a fairly small cloudhouse. He fished out a key and opened the door for them. “Here we are, I’ll get that coffee ready.”

“Don't keep me waiting.” She walked by him, whacking him with her tail. He smiled, taking off his jacket and hanging it up. He led her to the couch and then dashed into the kitchen. He returned a few minutes later with a tray with two steaming cups and containers cream and sugar. He put the tray down on the coffee table and sat down next to her.

“I’m surprised you haven’t commented on the size of my place.” He chuckled.

“I’ve seen bigger,” she teased, taking her cup

“Well, I feel that a mansion would just be a waste considering how often I’m on the road.” He took his own cup and put cream and sugar in it. “This little place of my own is all I need for now.”

“I like it, it’s homey.” Valkyrie smiled, sipping at her cup.

“Thanks.” He smiled back at her and drank his own cup. “Please don’t think I’m rude for asking this but… what exactly do you have… plumbing wise?” His eyes glanced down at her lap.

“I have... both...” she explained slowly.

“Okay, I was fine either way, I just wanted to know.” He smiled and took another sip.

“Yeah?” She asked, raising her eyebrow.

“Sure, even if you just had the bulge, there was another option.” His eyes drifted to her ass.

“I'm not into that kinda thing fly boy.” She reached over, flicking his nose.

His nose scrunched up on reflex and he chuckled. “Then it’s a good thing you’ve got both. By the way, why did you ask about griffons being able to join the Wonderbolts?”

“Maybe I like the uniform?” She asked, winking at him.

“Heh, I think you’d look good in them.” He put down his cup. “If you’re serious, I could put you on a workout regimen that’d make you Wonderbolts material in like a year.”

“Seriously?” Valkyrie asked, shocked. “Then why did it take like four years for Dash to get in?”

“For her it wasn’t a matter of skill, but discipline,” Soarin answered. “She had all the right moves, but her cockiness and showboating held her back. We’re a flying team and a military branch, discipline’s key. Plus, she tried to get in without following proper procedure, no one gets in doing that.”

“Makes sense.” She nodded, sliding in closer.

“Yeah, if she had followed the proper channels sooner, she might have taken Spitfire’s place by now,” he said, sliding up to her as well. “Well, since we’ve finished our coffee, would you like me to show you the bedroom?” He gave her a smoldering look.

“Lead the way wonder-boy.”

Soarin smiled and took her hand, leading her down a hallway and opening the door to his bedroom. Once there, he grabbed the back of her head and pulled her into a deep kiss. She returned the kiss, pressing against him. He moaned into the kiss and slid his hand down and started to unbutton her pants.

“Eager to see it huh?” She asked, wiggling out of her pants.

“You wish.” He smirked. “If I had gone for the shirt first, we’d have had to break the kiss.”

“Good point.” She grinned, striking a pose for him.

“Mmm, you’re a perfect ten, even with the extra bits between the legs,” Soarin complemented, pulling his shirt over his head and tossing it into the open closet.

“I think you're a solid eight,” she replied, looking him over.

Soarin winced and clutched his chest. “Ouch, I think you wounded my pride. But maybe my rating will go up by the end of the night?” He smiled and pulled his belt off which was quickly followed by his jeans.

“Maybe it will~” she smiled, gazing at his crotch. He slid up to her and grabbed the bottom of her shirt.

“This’ll have to go~” He pulled her shirt off to reveal her black bra that matched her panties. She giggled her D cups bouncing, barely contained by her bra. Soarin grinned and quickly removed her bra. He then started to knead her chest. “These will look real good in the flight uniform.”

“I can't wait to see.” She moaned, her nipples hardening. He kissed her again and the two tumbled onto the bed with him on top. He then took her nipples and gave both a quick tug. “Oh yeah...that feels good...”

“Glad you like.” He tugged her nipples harder. “It’s gonna feel even better soon.” One of his hands reluctantly left her breasts and grabbed the waistband of her panties. He slid the offending article off and tossed it over his shoulder, her erection springing free.

“Well? What do you think?” She asked.

“Never expected to see a griffon dick before,” he commented and grabbed it, starting to slowly stroke her. “And it’s about as big as mine.” She let out a long moan, bucking her hips a little. “Looks like somebody’s a fan of handjobs~” he teased, stroking a little faster. He leaned his head down and took one of her nipples in his mouth, batting his tongue against it.

“It feels so good...” she slid her hand into his pants, brushing her talons against his own erection. He stroked her faster and gave her nipple a hard suck to encourage her. She wrapped her hands around it, stroking it. He moaned around her nipple, picking up his pace further. He then grazed her nipple with his teeth.

“Oh yeah...” she moaned, tearing his pants off.

“Heh, seems you’re eager,” he teased, pulling away from her nipple for a moment to switch to the other.

“Don't tell me you aren't.” She gave his balls a squeeze, rolling them around in her hand.

“You got me there.” He chuckled and pumped his hand faster, giving her shaft a gentle squeeze.

“Oh yeah..” she moaned, nipping his neck.

“Mmm, that feels pretty good with your beak,” Soarin moaned, his hand moving in a blur. “Keep doing that.” She did so, careful not to nip too hard. He moaned again and went back to sucking her nipple. Then, one of his hands dipped down and cupped her balls, rolling the orbs around carefully.

“O-oh...” she moaned, her knees shaking a little.

“Do you like that?” he asked, his hands never leaving her shaft and balls. “Do you want more?”

“Y-yes!” She bucked against his hands, tongue hanging out of her beak. He buried his muzzle in her neck, nipping and kissing it while the ministrations of his hands increased even further. She let out a shriek, covering his hands in warm jizz. He pulled away a smirk on his face.

“Now look at the mess you’ve made, don’t you think you should clean it up?” Soarin held his hands in front of her. She blushed, staring at his hand. “Well? I’m waiting.” He let a bit of cum drip onto her beak. She leaned forward, starting to lick his hand clean. “That’s a good birdie~” he cooed. “When you’re done, I’m gonna give that pussycat pussy of yours some attention.” She licked faster, cleaning his hand. He smiled, lifting her balls up to see her soaken slit. “Ooh, you’re so wet.”

“How could I not be?” She asked, looking into his eyes. He met her gaze and smiled.

“I guess you’re right. Now, let’s stuff this birdie.” He lined his erection up with her folds, pressing against her entrance urgently.

“Don't keep me waiting.” He just smiled, leaned down to kiss her, and pushed his flat head into her warm tunnel. “Oh yeah!” She bucked her hips back, pushing more of him in.

“Oh yeah,” he grunted and wrapped his arms around her. “You’re so tight, I’m fighting for every inch here.”

“Too much for ya huh?” She smirked. He smiled and rubbed the bases of her wings.

“Nope, the opposite actually. This is perfect for me.” she gasped, her wings starting to stiffen. He smirked down at her and rubbed a little harder, working tension out of her flight muscles. “Too much for ya, huh?”

“Ha! I’ve had worse.” She smirked, moving back against him. He grinned and picked up the pace, pushing half his length into her while his fingers danced along her wings. She shuddered, her wings pomfing out. He continued to push inside her as he rubbed her wings. He then tugged on a crooked feather and gently removed it.

She shivered, clicking her beak.

“Wow, your feathers look like you’ve never preened them before,” Soarin commented, hilting inside her and removing another damaged feather.

“I haven't...” she muttered, digging her claws into the bed.

“Well, that’s about to change.” He pulled out until only the head remained inside and thrusted back in. He built up a slow rhythm, preening her the entire time.

“Oh Faust that feels good...” she moaned, her tongue hanging out of her beak.

“Yeah, nothing beats being preened during sex,” he said, moving his hips a little faster.

“It's amazing!”

“I’m glad you like it,” he ran his fingers through her feathers, plucking any damaged feathers he came across. She squirmed and mewled, her wings as stiff as boards. He smirked and started driving his hips into her even faster, continuing to preen her and straighten her feathers out.

“Neh...” she moaned at, digging her talons into his bed. He leaned down, nipping at her neck while his hands worked through her wings and he pumped his hips into her velvety depths. “I-I’m close...” she squeaked out, looking back at him.

“Mmm, me too,” he groaned, his thrusts becoming a little jerky. “Where do you want me to finish?”

“Wherever you want...” she smiled, winking at him. He pumped his hips a few more times and threw his head back, moaning as he fired his seed into her. He tugged on two of her primary feathers to further stimulate her. She let out a screech, her body trembling as she reached her climax. A moment later, she collapsed onto the bed, exhausted. Soarin let out a satisfied sigh and wrapped his arms around her, his softening length remaining inside her.

“Wow, that was probably the best orgasm of my life,” he said, holding her tight.

“Yeah... gotta agree with you there.” Valkyrie laughed, nuzzling his neck.

“So, when did you wanna start your training?” he asked, kissing her cheek.

“I...” She looked into his eyes, letting out a long sigh. “Soarin, I like you a lot so I gotta ask, do you think this is gonna be something that lasts?”

“I want it to last,” he told her. “I’m not into one night stands. I like the idea of finding a special someone and settling down someday. I like you a lot too, Val.”

She smiled, nipping at his neck. “Can you pass me my pants?”

“Aww, but that would mean letting go of you,” he whined, clutching onto her like a child would a teddy bear.

“I’m serious Soarin’, this is important.”

“Okay.” He kissed her cheek and got out of bed, grabbing her pants and holding them out for her.

“Thanks.” She took them from him, rummaging around until she pulled out an envelope, stamped with Celestia’s seal. “I really don't wanna start a relationship like this but, I need you to read this and sign it.” Soarin quirked a brow and read the contents of the envelope.

“Huh, what’s this supposed to mean?” he asked, slightly confused.

“It means that if you tell anyone about what I tell you without permission from Celestia, you’ll face permanent banishment from the country.” Soarin nodded and signed.

“Okay, this is a little weird, but I trust you, Val. And I’d never betray your trust by running my mouth when I shouldn’t.”

“Wow, that's a lot of trust to put in someone you just met,” she commented.

“I dunno how to explain it, I just get a good feeling from you,” he replied with a shrug.

“Remember when you said it looked like I’ve never preened before? Well, that's because I haven't. I’ve only been alive for about three months.”

“I’m sensing there’s a story here,” Soarin said, urging her to continue as he blinked owlishly. “Otherwise I’m gonna need a good lawyer.”

“I'm... a clone.” She shuffled her wings, rubbing her arm.

“How did that happen?” he asked, sitting next to her on the bed.

“The original is Agent Sweetie Drops. She was on assignment to stop a pair of chaos disciples when they captured her.”

“Ah, so chaos shenanigans,” Soarin said with a nod. “Say no more. But, this isn’t gonna scare me away. I’m still willing to give this a chance.” He took hold of her talon.

“I have all of her memories up until the moment I came into existence.” She leaned against him. “I know it’s not my life but, it still hurts. Whenever my mind wanders, I call myself Sweetie, wonder what crazy thing is gonna rock Ponyville next, but then I remember, that's not really me...”

“Hey, I’ll be here for you to keep you in the present,” Soarin assured, putting his arm around her. “For as long as you want me around.”

“Of course I do.” She snuggled into his chest. “As long as you don't mind a clone.”

“As far as I’m concerned, you’re an original,” he said as he held her close.

“Thanks Soarin’.” She gave him a peck on the cheek, closing her eyes.

“Hey, gotta butter up my girl,” he said, laying down with her. She snorted, whacking him with her tail. “Just for that, I’m going full drill sergeant during your training,” he teased.

“Bring it on feather head,” she shot back.

“Who you callin’ feather head?” he retorted, ruffling the feathers on her head. “You’re the feather head in this relationship.”

“You’re just jealous my dick is bigger.”

“Oh please, your dick isn’t bigger than mine,” Soarin replied with a chuckle.

“Yes it is and you know it.”

“Uh huh, and it’s tearing me apart inside,” he said with a roll of his eyes.

“I know, I can see it in your eyes.”

“It really is, I’m gonna cry myself to sleep over this.”

“Don't worry love, you can have my dick whenever you like.” She licked his lips, grinding her crotch against his.

“Likewise.” He pulled her into a deep kiss, matching her movements. She smiled, and like lightning had him pinned under her. “Haven’t had enough of me yet?” he asked with a smirk.

“No, I don't think I have.” She smirked, nipping at his neck.

“So, now that you’ve got me pinned, what are you gonna do?” he asked, testing her grip.

“What do you think stud? I got a nice piece of meat between my legs and I still need to try it out.”

“H-hey, that’s not fair,” he said, his eyes widening and he started to struggle. “I don’t get a shot at your ass but you’re gunning for mine?”

“If you really wanted me to stop.” She cupped his chin leaning in close. “You’d tell me to stop.”

He shook his head and chuckled, “Okay, you got me there. I’m not opposed to this sort of thing.”

“Good boy. Now what do you want filled first? Your mouth?” She brushed his lips with a talon. “Or your ass?” She gave it a squeeze, gazing into his eyes.

“How about I give you a bit of a spitshine and then you knock at the backdoor?” he suggested, winking at her.

“I like the way you think.” She pushed on his shoulders, sliding him down along the bed. He let her lead him down, kissing her tip when he was level with her erection. She licked her beak, pressing the tip against his lips. He opened his mouth and let it slide inside.

Code of the Griffon

It was another windy day in Griffonstone and Gilda was out selling her scones. Things had slightly improved since Dash and the pink terror had visited. Of course, some griffons were still jerks and only cared to line their pockets.

Gilda let out a yawn, leaning on her stand as she stared out at the streets. There were a few griffons milling about, and storm clouds were rolling in. After a few moments, they settled over the town. Then, she noticed something falling from the clouds and crashed through her roof.

“Oh come on!” Gilda growled, clenching her talons. Quickly closing up her cart, she moved over to her home. “Alright! Someone's getting their ass beat!”

She opened the door to her home and flew up the stairs. She threw open the door to her bedroom and felt her eye twitch when she did. On her bed there was a groaning figure lying on a pile of straw from her roof. It was unlike anything she had ever seen before with the only visible fur on it being the light brown patch on its head. Though, she didn’t really care to think of that past the anger over her roof.

“Who the fuck are you?!” she screeched, balling her talons into fists and puffing her chest out.

“Ow...” was the only real response she got out of it.

“Get outta my bed, dweeb!” she growled, stomping over to the side of the bed and staring daggers at the figure. The figure’s eyes fluttered open and then snapped to attention when they caught sight of Gilda.

“Holy fuck! What the hell are you?!” the figure jumped up, staring at her.

“I could say the same to you,” Gilda snapped. “You look like a shaved Diamond Dog but less ugly.” She cracked her talons. “I’m a griffon by the way. Gilda the griffon. Remember that while I knock your ass out.”

“Who you calling ugly, feather head?” the male growled, glaring back at her.

“Sounds like you need to clean your ears out,” Gilda told him, smirking. “I said Diamond Dogs are ugly, not you. I don’t even know what the Tartarus you are.” She shot her fist out, trying to punch the male in the face.

He ducked, backing up. “I’m a human, you freak.”

“Good to know.” Gilda shot forward, jabbing at his chest. He dodged it and punched her in the gut. She stumbled back, clutching her stomach. He didn’t let up, throwing a right hook at her beak. Ducking under his fist, she tackled him, clawing at his face. He brought his arms up to protect his eyes, wincing as her talons dug into his skin. He let out a grunt and kneed her between the legs.

Gilda scowled, returning the favor. A pitiful squeak escaped his lips and his right eye twitched. He moved one of his arms from his face and started blindly throwing punches. A few connected, causing her to let out a squawk of pain. The male then let out a grunt of effort, trying to push Gilda off him.

She kept him pinned, wrapping a hand around his throat. He gasped, his struggling increasing as his lungs screamed for air. He gurgled slightly and punched Gilda in the throat. She choked, digging her talons into his throat. His eyes felt like they were about to roll into the back of his head as he continued to punch her face and neck.

She screeched, flaring her wings out. With a heave of strength, she tossed him into the wall. The male coughed, shakily getting onto his feet with a sway as he took in heaving breaths.

He balled his fists and glared at her. “You hit pretty hard for an overgrown turkey.”

“And you hit like a dweeb,” she taunted, her legs tensing as she readied to pounce again.

He dropped into his own stance, watching her carefully. When she pounced again, he jumped to the side, causing her to slam into the wall.

“Ah, bitch!” she hissed, shaking her head.

“Says the bitch that just tried to tear my eyes out and kill me,” he shot back.

“You broke my roof!”

“Not like that was on purpose!” he growled. “Do you see any wings on me, dumbass?! I fell off a balcony and wound up here.”

“I don’t care about that!” she snapped. Charging him again with a fist drawn back. She clocked him in the face, sending him to the floor with a thud. He groaned in pain, spitting out a glob of blood. He coiled up and then tackled her legs, sending her crashing to the floor. Snaring, Gilda grappled him, pinning him to the ground. He grit his teeth, tucking his legs in and sending them right into her stomach.

She held fast, kneeing him in the groin again.

“Why do you hate my balls?” He squeaked. He drew his head back and then slammed it into her beak.

Gilda bobbed her head, clamping her beak onto his throat. He let out a quick cry of pain, trying to kick her off again. She held fast, keeping him pinned. With few options left, he opened his mouth wide and bit down as hard as he could on the nearest bit of exposed fur. Gilda’s eyes widened for a moment and she clamped her beak just a little tighter. She closed her eyes, starting to draw blood. The male groaned, squeezing his eyes shut in a vain attempt to ignore the pain as he continued to bite and kick her. She didn’t let up, feeling him weaken under her. He wriggled under her and managed to free one of his hands. He then started to punch the side of her head, trying to get her to let go.

She grabbed his hand, pinning it above his head. He growled, using all his remaining strength to kick her in the ribs. Gilda growled back, pinning his legs under her own. He panted, biting her anywhere he could reach while he struggled to get out from under her. She used her other hand to grab his head, forcing it back. He grit his teeth, pushing against her with everything he had.

With one last strong heave he managed to roll over to his side, freeing his legs and arms. He tackled the disoriented Gilda, pressing his elbow into her throat. She let out a strangled squawk, her wings twitching beneath her. She grabbed his sides, digging her talons into his ribs. He hissed, socking her in the eye. She hissed in pain, the back of her head bouncing against the floor. Her eyes drooped, inky blackness creeping into her vision. He drew his arm back, ready to hit her again.

Gilda sputtered and coughed, grabbing her throat as she took in precious air.

“You gonna stop attacking me?” he asked, looking down at her.

She clicked her beak, glaring at him. “Yeah, I’ll stop,” she spat out.

He slowly got off her, panting heavily.

She got up, holding back a groan as her ribs screamed in pain. She stared at him, waiting to see what he’d do next.

He kept his eye on her, examining his still bleeding sides. He glanced up, noticing the hole he had made.

“Sorry about your roof,” he grumbled.

Gilda coughed, scowling at him. “Yeah, well, it’s your problem now.”

“Huh?” He raised an eyebrow at her. “What’re you talking about?”

Sitting up, Gilda rubbed her throat. “You beat me. Law says me and all my stuff belongs to your dweeb ass.”

The male’s eyes widened and his mouth hung open. “H-hold up here, I am not cool with having a slave.”

Gilda glared. “I’m not a slave, doofus. I’m your mate.”

The male flinched, turning away from her. “That doesn’t exactly help things. Look, how about we clean up our wounds, I help fix your roof and then I go try to find a way home? We can forget this fight ever happened.”

Gilda snapped her beak. “No way. I’m not getting turned into the laughing stock of Griffonstone!”

“So you’re cool with fucking a guy who’s throat you just tried to tear out?” he shot back, giving her a flat look. “Not to mention, you don’t even know my name.”

Gilda shrugged. “You beat me, you got the stones to be a good mate,” she said simply, like it was nothing.

He sighed, pinching his brow. “Okay, let’s just get cleaned up. I’m starting to get woozy from blood loss. The name’s Connor by the way.”

Gilda grunted, getting to her paws. “I’ll get the first aid kit.” He watched her leave the room, taking notice of her wide hips as her tail flicked behind her.

Connor shook his head. He wasn’t about to get horny over some weird bird-cat lady. Especially not over one that tried to kill him. He brushed off the debris from the bed and sat on the edge, waiting for Gilda to come back.

She strode back in, carrying a grey box. She set it down, popping it open. She pulled out a clear bottle and a white rag. She poured a bit of the liquid onto the rag and started to press it against his wounds. Gilda rolled her eyes at his wince.

“Suck it up.”

He didn’t reply, just clenching his jaw as the white rag slowly turned reddish-brown. She tossed the rag into a laundry hamper at the corner of the room and pulled out a roll of bandages. She started to wrap up his wounds, using her talons to snip off the ends.

“Thanks...” Connor grunted, poking at his sides.

Gilda shrugged. “The least I could do for my new mate. “I’ve had a lot of practice patching myself up.” She sat down next to him, nuzzling his neck.

He winced, his neck still sore. “So, I guess we should get to know each other,” he said, drumming his hands on his legs. “I mean, since we’re mates and all now.”

“Sounds okay,” Gilda agreed, nipping at the unharmed parts of his neck.

“Guess I’ll start,” he said. “I was working a dead end construction job back home while I tried to make some money for school. Boxing was a hobby of mine and I liked to watch MMA fights on TV every once in awhile.” He turned to look at her, noticing her golden eyes. “What about you? What do you do around here?”

“I’m a baker,” Gilda explained. “I sell scones mostly. It’ doesn’t pay much around here, but it’s enough to keep me going. As for fun, I like doing stunt flying.” Gilda spread her wings out, showing off her wingspan. She nuzzled him again, draping a wing over his back.

“Stunt flying sounds pretty cool,” he commented, warmth from her wing seeping into him. “I’ll have to watch ya do it sometime soon.”

She purred, her hand grasping his crotch.

Connor blushed, pushing her talon away. “Whoa there!” He coughed into his hand, not wanting to offend her considering what she could do with her beak and talons. “I uh, don’t think I’m up for that right now. We knocked the crap out of each other pretty hard.”

“It’ll be fine,” Gilda dismissed, putting her talon on his leg and rubbing it. She leaned in and nipped his ear. “Don’cha wanna claim your mate, doofus?” A purr escaped her throat, and she pulled herself into his lap.

Connor adjusted himself, her eyes boring into his. “I’m gonna be honest, this is a little… strange for me. We don’t have griffons back home so you’re unlike any girl I’ve ever been with.”

“Good, means I’m better than all those dorks you’ve been with before.”

Connor chuckled. “You definitely hit harder than any of my past girlfriends.” He let one of his hands rest on her arm. “But it also means I’ve never been with a girl that’s covered in feathers and fur. Not to mention the beak.”

Gilda licked his lips, giving his balls a squeeze.

He winced slightly. “Careful with those, I’m still recovering from the rough treatment you gave them earlier.” He moved his other hand up, placing it between her wings.

“Mmm... You can take it,” she countered, reaching up and tearing her shirt off.

Connor couldn’t help but stare as her sizeable breasts bounced once freed from the confines of her shirt. There was a white tuft of soft looking feathers just above them. Giving it some thought, she had to have at least DDD cups.

“Wow, you certainly aren’t lacking curves,” he commented, his hand idly rubbing her back. Despite her rough personality, she took good care of herself, her coat soft to the touch.

“Nerds can’t handle my awesome tits,” Gilda replied, hefting her breasts up.

“Trying to jab at my ego?” He asked, moving his hand over to the base of one of her wings and pinching it between his fingers. “Or is that a dare?”

Gilda moaned, her wings starting to stiffen. He took that as a good sign, moving his other hand to her wing and massaging the feathery appendages. Gilda let out coos of pleasure, leaning back into his touch.

“Oh yeah... right there...” she moaned, her wings pomfing out.

“Think I’ll be able to handle you?” he asked with a smirk, rubbing and squeezing her flight muscles.

“I dunno, do you think so?” she countered, rubbing him through his pants.

“There’s only one way to find out,” he said, squeezing the bases of her wings. He then moved one of his hands down and slid it under her shorts to squeeze her ass. “Girl, you got a fat ass.”

“I don’t think you’re complaining.” Gilda flashed him a smirk and gave him another squeeze through his shorts.

“No, no I’m not.” He grabbed the hem of her shorts, sliding them down her legs. She lifted herself up slightly, flicking her shorts down to a paw before kicking them off.

She moved back, letting him get a good look at her. “Your turn to take it all off.” She gave him a wink.

He nodded, quickly disrobing. Her eyes roved over him, lingering on his muscles before settling on his crotch.

“I think I can work with this.” She wrapped a talon around his dick, slowly stroking it. Connor grunted, his length coming to full mast under her touch. “Even if it is weird.”

Connor chuckled and gave her ass a smack. “We’re both weird to each other. You’re not thinking of backing out, are you?”

Gilda trilled, running her talons along his length. “What do you think?”

He smirked, moving his hand down to brush a finger along her slit. He noted that her fur parted around her groin, leaving it bare under his touch. “I think we’ve spent enough time teasing each other and taking jabs at our egos.”

“Just put it in already.”

He moved his hand from her back and gripped his length. He then moved her so that her slit lined up with him. Then, a wicked idea crossed his mind. He moved his hand from her ass to her tail and gave it a tug to impale her on his dick.

Gilda slid down, a low moan escaping her beak. She arched her back, gripping her bed in her talons. Connor took a moment to let them both adjust. Gilda felt different than what he was used to. It was hard to put into words, but it was like she had more muscles than a human. She winked at him, starting to move up and down.

He grunted, feeling her inner walls grip him like a vice. He moved his hands up, squeezing her tits. Despite the fur and feathers, it didn’t take him long to adjust to the feel of them in his hands. Gilda cooed softly, leaning into his touch. Connor took hold of one of her nipples and tugged on it hard. She let out a surprised squawk and shuddered from the rough treatment.

“Mm... yeah like that...” she encouraged, clicking her beak.

Connor smirked, giving both her nipples a twist as his hips moved up to meet hers. “Oh, does the big, bad griffon like it rough?” He leaned in to nip at her neck.

Gilda laughed. “You’re just stalling. Can’t get rough enough, can you?”

Connor laughed with her. “And who’s fault is that? But I think I can try to get rougher for you.” With a grunt of effort, he stood up with Gilda in tow before pushing her down onto her back and pinning her beneath him. He then pinched her nipples and started thrusting.

“Yeah!” Gilda moaned, squeezing her eyes shut. “That's it! Like that!”

He got the message, picking up speed. He removed one of his hands from her chest to put her paws on his shoulders. He winced, pain flaring up in his side from the added weight. He ignored it the best he could, trying to focus on his thrusts.

Gilda placed her talons on his head, her tongue lolling out of her beak. She clutched his hair, giving it a tug. She tried to nip at his neck, mostly succeeding in just moaning and cooing in his ear. Her tail wrapped around his waist. He had to stifle a chuckle as the bushy tip of her tail tickled his waist. He grunted in effort, thrusting as hard as his aching body would let him.

“Come on... fill me up already,” Gilda egged on, glancing down at him.

He gave a few more thrusts, throwing his head back as her grip on his length tightened to the point it was nearly painful. He pushed fruitlessly one last time and moaned as he let himself go and came.

She came with a cry, digging her talons into his scalp. “Yes!” she cried, squeezing her eyes shut. She clamped down on him, milking as much of his seed as she could.

Connor hissed through his teeth as her talons locked his head in place. He nearly suffered from sensory overload as his brain tried to process both the pleasure and pain.

“Gloves,” he grunted out. “You’re wearing gloves next time we do this.”

“Buck up...” she replied, pulling her talons away. “You’re a good lay though...”

He wiped away blood as it tried to trickle down to his eyes. “You’re pretty good too. Even with your talons, being your mate won’t be so bad.”

“Good.” Pulling away from him, Gilda tossed his a towel. “Now you gotta fix the damn roof.”

He quickly wiped himself off and flashed her a smile. “Fine, just show me where the tools are, bird brain.”

Snickering, Gilda pushed past him, sashaying out out of the room. “Come on, Monkey.”

A Makeover for Torch

Author's Note

Contains: TF/TG

A Makeover for Torch

Torch sat on his hoard of treasure, surveying his former subjects as they flew around him. Of course, he still commanded their respect as the former dragonlord. Part of that respect was credited to his strength. A smile worked its way onto his face as he reminisced on crushing countless opponents and claiming the scepter.

“Torch sir,” an adolescent dragon said, snapping him out of his reminiscing. The young dragon had white scales and pink spines. In his arms was a large sack, bulging with something that rested inside. “I’ve brought you more treasure for your hoard.”

Torch lifted his head from his paws, looking at the young dragon. “What is your name, drake?”

“Fizzle, sir,” the drake replied, adjusting the sack in his arms.

Torch nodded. “Now then, let’s see what you brought.” He gestured to the spot right in front of his hoard.

Fizzle nodded and sat the sack down on the ground. He then undid the knot at the top and opened it to reveal a glittering pile of gold and jewels.

Torch leaned his head down, examining the pile. “These are very high quality.”

“My mother taught me that we’re supposed to respect the current and former dragon lords,” Fizzle explained. “So I looked for the best treasure I could while getting my own hoard started.”

“Very good.” Torch raised a claw, gently sifting through the pile for anything interesting. At the top was the usual old coins and gems. He spotted a few sapphires that he made a note to snack on later. What finally caught his eye was a ring. The gold band was etched with markings that he didn’t recognize and had a sizeable green gem resting at the top of the band. The oddest thing about the gem was what seemed to be a faint glow around it when he looked at it from the corner of his eye.

Torch lifted it up, pinching it between a pair of claws. “And where did you find this one?”

“Well, I went out into the forest where the phoenixes like to make their nests. I was thinking I could get the drop on some pony traveller and scare them into dropping something good while running away. Instead, I found some old shack that looked abandoned. Most of the stuff inside was junk, books, paper, cooking supplies and stuff like that. But the ring looked valuable.”

“Books.” Torch made a face. “Books never did anyone any good.” He brought the ring to one of his eyes, inspecting it. It was obviously too small for him to wear on his claws, but he could still find a home for it among his hoard. “You did well, Fizzle.”

Fizzle smiled at the praise. “Thank you, sir. If you ever want me to get you anything else, you just have to ask.”

“You may go now.” Torch shooed him, laying back down on his hoard.

Fizzle gave Torch a nod before turning around, flapping his wings and flying away to leave Torch on his own once more. He continued to examine the ring, intrigued by it. The etchings had a certain pattern to them. He figured it was a form of pony writing. The most intriguing thing about it was the gem. He had never come across one like it in all his years of plundering.

Opening his mouth, he snaked his tongue out, dragging it across the gem. His eyes lit up, the gem’s flavor was indescribable and left a slight tingle on his tongue. He licked his lips. “Strange...” He debated for a moment before deciding to throw caution to the wind and pop the ring into his mouth.

He crunched it, the metal having no chance against his fangs. The tingle spread across his entire mouth, leaving it pleasantly numb as he swallowed the remains of what had been the ring. “Hm... not the best...” He shrugged his shoulders, settling back down on his hoard. A few moments passed before a sharp pain shot through his stomach.

“Gah!” He reared up, clutching at his stomach. “What did that small fry bring me?!”

The pain spread out from his stomach to the rest of his body. He grit his teeth, doing his best to fight through the pain. He staggered forward, determined to strangle the life outta Fizzle. He didn’t make it very far. After a few steps his legs turned to jelly on him and he fell with a ground-shaking “thud”.

“W-what is happening!?” he grunted, pushing himself up.

As if in answer to his cry, his body started to glow in the same way the ring had been.

“I hate magic,” Torch growled, preparing himself for the worst.

The pain increased for a moment and he closed his eyes. When he opened them, things seemed… bigger than they had been before. “What?” He blinked, looking down at himself. His thoughts came to a screeching halt. His entire body had been reduced in stature. If he had to guess, he was roughly the same size as his daughter.

“This can’t be!” he shouted, hearing a much younger voice escaping his maw. He then started to cough, an unbearable scratching in his throat. “I really hate magic,” he grumbled, though his voice had a much more feminine lilt to it. Eyes wide in horror, he reached up, grabbing at his throat.

After a few moments, the coughing stopped.He tried speaking again, only to clamp his mouth shut once the same feminine voice came out.

Oh. Fizzle was dead. Deader than any dragon that had lived up to this point. So dead, his entire family would drop when Torch rung his scrawny neck. He grunted again, the pain surging through his limbs. He watched in horror as his arms and legs resculpted themselves, becoming feminine as well.

Torch shakily got to his feet, staggering to the entrance of his lair. He wasn’t going to let some stupid magic make him weak. He growled under his breath, his now puny body making it take much longer than he’d like to walk out of his home. Another wave of pain dropped him to his knees, this time focused on his face. There was a series of sickening cracks that filled the cave as his facial bones shifted.

Torch howled in pain, clutching at his face. After a few long moments the pain died down and he scrambled to the closest puddle to see his reflection. Gone were his rough intimidating looks. They had been replaced by smooth scales, and a feminine softness. If this were any face but his own, he’d call it beautiful. However, at the moment all it did was fill him with dread to have it staring back at him.

He pulled away, hastening his trek out of his lair. His body ached, it ached all over, but he wasn’t going to let it stop him. He was a drake, not some weak female. He stumbled on his feet for a moment, the pain centering on his hips and crotch. He yelped in surprise, his hips flaring out into a wide, egg-laying shape. Then, he felt his rump swell, becoming plump.

Smoke wafted out of his nostrils, and Torch blocked the pain from his mind. He wasn’t giving in. He had been dragonlord! This was beneath him! The pain assaulted him again, this time, focusing on his chest. He glanced down, watching fat start to build in his pecs. When the pain stopped, he was left with hefty breasts capped with small, light blue nipples.

Torch could only stare at them, his right eye twitching. This was humiliating. To think he, the mighty Torch, was reduced to a scrawny, tiny female. It made his blood boil. He couldn’t take anymore. He threw his head back to let out a roar, a jet of flame shooting out. Much to his annoyance, the display wasn’t nearly as impressive as he intended.

He had to talk to Ember. She was... ‘friends’ with the ponies. She could strong arm them into undoing this. Or, transfer the effects onto that maggot Fizzle. He smirked a bit at the thought.

He flapped his wings, flying towards his daughter’s cave while doing his best to avoid being seen in such a shameful condition.

As he flew, a second beating of wings reached his ears. He looked over his shoulder, seeing Fizzle flying behind him. He snorted, his irritation growing at the sight of the brightly colored whelp. He ignored the drake, determined to strangle him once he was returned to his former glory.

“Hey, you okay?” Fizzle asked, matching their speeds.

“I’m fine,” Torch hissed, his claws clenched at his sides.

“You sure? I saw you fly out of Torch’s cave. That old fossil can get pretty rough.”

Torch growled, the urge to strangle the drake beside him growing by the second. “I said I’m fine.”

“You don’t look fine,” Fizzle pointed out, matching Torch’s speed.

“Leave me alone,” Torch snapped. “If I wanted your help, I’d ask for it.”

Fizzle frowned. “You don’t have to to be a bitch.”

Smoke poured out of Torch’s nostrils and his right eye twitched. “Don’t call me that if you value your life.”

Fizzle snorted. “Oh yeah? Why would I be scared of you?”

Torch was about to open his mouth to retort before remembering his situation. With his current body he wouldn't even be able to scare a pony. He looked less threatening than Ember. That really hurt. He huffed in irritation, flapping his wings harder to quicken his pace to Ember’s cave.

“Well?” Fizzle pressed, sticking to his side.

“I don’t want to talk to you anymore,” Torch said, flapping his wings as hard as he could. “I have to go see E-Dragonlord Ember.”

“Oh? Got something to do today huh?”

“Are you just trying to annoy me by continuing to talk to me?” Torch asked, arching an eyebrow at Fizzle.

Fizzle gave his best grin. “I’m making sure a good looking female doesn’t need my help.”

Torch’s eye twitched again and his claws shook at his side as the temptation to choke the drake reached a feverpitch. “I told you multiple times that I don’t need your help. And yet, you continue to stick to my side like dried magma.”

Fizzle snorted. “Come on, I’m just trying to help. Isn’t that what the new dragonlord wants us to do?”

Torch snorted in return. “How admirable of you to try and implement the new teachings of the current dragonlord. But what I’m going to see her for is only for her to hear. Find another dragoness to help.”

“Alright fine.” Fizzle rolled his eyes. “Cya.” he banked right, flying off.

Torch let out a sigh of relief, slowing down to a more comfortable pace. “I’ll give him one thing, he’s persistent.” A smirk worked its way back onto his face. “I’ll still maim him once I’m myself.” He landed at the entrance to Ember’s cave, wasting no time in roaring her name out.

There was a grunt in irritation as Ember came walking into view, the bloodstone scepter in her claw. “Yes, what is it that you want from the dragonlord?”

“Ember, I need you to stop screwing that pony of yours and help me.” Torch stepped closer, finding it very surreal to be the same height as his daughter. “Some idiot named Fizzle brought me some pony trinket, and now look at me!”

Ember quirked a brow at him, examining him closely. After a few moments a look of realization dawned on her and she started laughing uncontrollably. “B-Beaker, get over here, you need to see this!”

“What?” Beaker called back. He appeared a few moments later, nose in a journal. “You needed me?”

Ember pulled the journal out of his hand and turned his head to Torch. “Beaker, my father is trying out a new look, what do you think?”

Beaker stared at Torch, the realization clicking in his mind. Holding back snickers, Beaker put his arm around her. “Hey, I think it looks pretty good on him.”

Torch grit his teeth, smoke rising from his mouth and nose. “Are the two of you done laughing yet? I need you to get those pony friends of yours to undo this.”

Ember leaned on her staff. “I dunno. I think this suits you.”

Torch gaped at her response. “You can’t be serious. Ember, I don’t want to be a dragoness. And I hate being tiny again! It’s been centuries since I was this size!”

Ember scoffed. “Think of this as a... what was that phrase you used Beaker?”

“Learning experience?” Beaker offered.

“Yeah that.” Ember nodded. “I think you’ve forgotten what it’s like to not be in charge.”

“Ember, I cannot stay like this,” Torch argued, indicating his changed form. “I’m a male, I don’t want to have these things hanging off my chest. And if I stay like this long enough to discharge an unfertilized egg, I’m diving headfirst off the tallest cliff.”

Ember rolled her eyes. “Stop being so dramatic. What? You’re telling me, former dragon lord Torch can’t handle something?”

Torch grit his teeth, snorting out a plume of smoke. “Fine, I’ll stay like this until you feel like getting me help. I’ve got plenty of gems in my hoard to avoid dealing with the wandering eyes of drakes for some time.”

Ember tsked, wagging her finger. “You really don’t think I’m going to let you do that, do you?”

Torch narrowed his eyes. “You’d have to make that an order through the bloodstone scepter if you expect me to be seen in public like this.”

She smirked evilly, raising the scepter. “I order you to intermingle with your fellow dragons a few hours every day.”

Torch growled in frustration, balling his fists at his side. “Fine, fine, I’ll go out in public.” He turned his head and muttered, “I should’ve made it an order through that thing that you couldn’t compete.”

“Hmm... how about you spend a few of those hours paling around with Fizzle?”

“Ember, the boy will be dead if you do that,” Torch told her with a straight face.

“Not if I order you to play nice, but, you wouldn’t make me do that would you?” Ember looked into his eyes. “Surely, you can hold your temper back and try and be friendly.”

Torch growled, holding back a biting response. “Fine, I won’t kill him.” He turned on his heel, making his way to the mouth of the cave. “I’ll leave you to your pony now seeing as I need to get used to this body.”

Ember rolled her eyes, putting a wing around Beaker. “Think he’ll learn something?”

Beaker shrugged. “No idea. All I know is that I’ll laugh my ass off if he ends up getting knocked up.”

Ember snickered, socking him in the arm. “Oh that would be hilarious! That would take him down a few pegs.”

“And you’d get a little sibling out of it,” Beaker pointed out, snickering with her.

Torch was not a happy drake. Not only was his daughter tormenting him, but he had to actively be ‘nice’ to the idiot that put him in this position. He would rather pluck out his scales and live with the ponies than do that under normal circumstances, but Ember was holding his dragonhood hostage.

The exact opposite of Torch, Fizzle was rather happy an attractive dragoness had deemed him worthy of her time. His mouth wouldn’t stop making noise. Luckily, Torch had learned to drown it out and had mastered a fake smile. In his mind, he was exacting all manner of cruel tortures on the white drake.

Fizzle blushed rubbing his neck. “I’m talking your fins off... Um... What’s your name?”

Torch blinked, his fantasy ending right at the best part while he struggled to think of a fake name. “My name is… Smolder.”

“I like it.” Fizzle smiled sincerely. “I’m Fizzle.”

“A pleasure.” Torch’s mouth twitched before he put on the fake smile again.

“You new to the dragonlands?” Fizzle asked, sitting down next to Torch.

“Yes,” Torch lied, making sure no part of him came into contact with Fizzle. “Just migrated here from a cave outside Griffonstone.”

Fizzle nodded. “Garble told me that griffon treat treasure almost the same way we treat it.”

Torch shrugged. “Except they don’t eat gems. Their puny beaks aren’t cut out for it.”

Fizzle scratched his cheek. “I bet it’s weird, being away from home. After Garble went to live with that pony princess, the guys just kinda stopped hanging out. Doesn’t feel the same anymore.”

“Home is what you make of it. As long as you can make yourself comfortable you can be fine.” Torch snickered. “As for your friend, seems dragons and ponies really are getting along better than ever. Even our dragonlord has a pony for a mate. Pretty soon the world will be filled with hybrids.”
“Hey that's pretty smart.” Fizzle grinned. “I never thought Garble would get with a pony, let alone a princess.” A sudden look of confusion crossed Fizzle’s face. “He asked me to be the kids ‘godfather’. I dunno what that is.”

“I heard about it a long time ago from the p-griffons,” Torch corrected. “It’s a sort of ceremonial gesture. Typically it’s a promise to be there for the children if anything should happen to the parents.”

“Oh.” Fizzle nodded his head. “I can do that.”

Torch smirked. “Are you sure? Half the time you’d have to treat them like ponies and the other half like dragons.”

“Well, that makes them special doesn’t it?” Fizzle asked, looking down at Torch. “They’re like, the best of both, or something.”

Torch nodded, looking up at the sky. “That’s one way to look at it.”

Fizzle glanced at him, adjusting his wings. “Do you... have a mate?”

“No,” Torch quickly replied, not taking his eyes off the sky. A frown formed on his face as he remembered his former mate, Ember’s mother. She was not his former mate by anyone’s choice.

Fizzle nodded. “I don’t have anyone either.” He looked away. “A lot of females don’t like pink on males.”

“There’s more to a drake than just the color of his scales,” Torch huffed. “You just have to show them that.”

Fizzle rubbed his neck, a look of embarrassment taking over his features. “It didn’t help that other dudes kept hitting on me at the last migration...”

Torch let out a feminine giggle. “Maybe that was a sign to put on some muscle and lose that slender build of yours.” He smirked and turned his attention to Fizzle. “Or do you like getting hit on by drakes?”

“I uh...” Fizzle whipped his head back to Torch, his scales tinted a very deep red.

Torch’s smirk grew. “I’m not hearing a no~” he teased.

Fizzle looked away. “M-maybe...”

Torch nodded. “Well, no shame in admitting it.”

Fizzle glanced back at him. “You’re not gonna tell me I’m weird?”

Torch shrugged. “I’ve seen it before with the griffons. I used to find it to be wrong, but time changes all things I guess.”

Fizzle smiled, starting to relax. “You’re like, the best dragoness I’ve ever hung out with. Next to my mom.”

Torch chuckled. “Thanks. You’re not so bad yourself.” He blinked to himself, taken aback by his own comment.

Fizzle brightened up. “Think so?” Fizzle reached under his wing, retrieving a small bag. “Want some gems?”

“Got any sapphires?” Torch asked, glancing at the small bag.

“Uh...” Fizzle opened it, peering inside. “Yeah, a couple.” He held the bag out, offering it to him.

Torch quickly thanked him and took one of the sapphires. He popped it into his mouth and slowly chewed it. Then, a thought popped into his head. “So, you’re into drakes too. Ever fantasize about that Garble friend you mentioned?”

Fizzle blushed, dumping a few gems into his mouth. “A few times,” he admitted.

“Did he know this about you?” Torch asked. “Or am I and your mom the only ones who know?”

“Just you two...” Fizzle shifted in his seat. “I don’t want anyone else making fun of me.”

“Your secret will be safe with me,” Torch assured, waving one of his hands. “Well, as long as you keep giving me sapphires.” He flashed the drake a smile.

Fizzle smiled back. “I can do that.” He grabbed a few more from the bag, passing them to her. “I know a good spot to find gems. I’m the only dragon that knows about it.”

“Lucky you,” Torch replied, popping another sapphire into her mouth. “You’ve got your own all you can eat buffet.”

Fizzle scooted a little closer. “I wouldn’t mind sharing with a pretty lady.”

Torch scratched her cheek. “How am I supposed to turn down free gems?”

The two spent the rest of the day together, using the time to get to know each other. Fizzle flew back to his own lair when the sun set, leaving Torch to her own devices. She carried her share of the gems to her lair, putting them in a safe spot before exiting it again. She then flew off to Ember’s lair, calling out to her.

Ember walked out, a smirk on her face. “So, how was your first day as a dragoness?”

“I’ve had worse,” Torch admitted, shrugging her shoulders. “Still miss being large though.”

Ember rubbed her chin, walking around her. “So, did you make friends with Fizzle?”

“I guess so.” Torch followed Ember’s movements with her eyes. “I don’t want to choke the life out of him anymore so that’s something.”

Ember stopped before her, a large grin on her face. “Oh yeah? That's all.” She leaned in close. “You sure that's all you feel about him?”

Torch scoffed. “And just what are you trying to insinuate?”

Ember poked Torch’s chest. “I think we both know.”

“No, I’m not attracted to him,” Torch replied, rolling her eyes. “I’ll never be attracted to drakes, even with this magical body change.”

“Then, why did your tail start to wage when I mentioned his name?” Ember questioned, pointing behind Torch.

“Probably because of the free gems I got today because of him,” Torch waved off. “There’s no way I could ever be attracted to a drake. It’s impossible.”

“Right, right. Whatever you say,” Ember agreed, leaning back. “We’ll see how long you believe that.”

“I’ll believe that until the day I die,” Torch replied with a chuckle. “So, when can I expect to be changed back?”

Ember her chin. “Spike invited me to Ponyville next month, I’ll bring it up to that pony princess then.”

Torch huffed and rolled her eyes. “You’re enjoying this way too much.” She slumped her shoulders. “Fine, I’ll just have to make due with this for a month.”

“You’ll be fine.” Ember put her scepter to the the side, stepping forward around wrapping her arms around Torch. “But now that you are this size, I can do this.”

Torch blinked, quirking a brow at Ember. “And what is supposed to be?”

“It’s called a ‘hug’,” Ember explained. “It’s a way to show friends and loved ones affection.”

Torch nodded slowly, returning the hug. “Well, I can’t think of anyone I love more than you.” She chuckled for a moment. “Even if you are keeping me like this.”

After a moment's, Ember pulled away. “You can spend the night here if you want.” Ember threw on a teasing smile. “Unless you want to go warm scales with your new mate.”

Torch blew a plume of smoke at Ember. “I’ll go to my own cave thank you very much. Besides, I know how I was when I first became your mother’s mate. I’d rather not make things awkward.”

Ember retrieved her scepter, her smile becoming genuine. “Good night, dad.”

Torch turned and waved over her shoulder as she left the cave. “Make me some strong grandchildren. I want the title of dragonlord to stay in our family for at least three more generations.”

“Already got one incubating,” Ember replied, strolling back into her lair.

“Then make the next one a grandson!” Torch called out as she reached the mouth of the cave. “I’ll make a proper drake out of him!” She watched Ember walk out of sight before spreading her wings, returning to her own lair.

Torch sighed in relief as she lowered herself into a solitary magma pool. Two weeks had passed since she had become a dragoness and she had found herself falling into a routine. Get up, hang out with Fizzle, and then trade some banter with Ember. It helped that Fizzle was actually interesting to talk to. Sure, he was insecure, but, that was a welcome change from the other drakes. Which was ironic given how he had demanded those qualities in the first place.’

“Mind if I join?” Fizzle’s voice cut through her thoughts. Torch turned her head, seeing him standing at the lip of the pool.

“You know the drill, no less than two sapphires if you want to spend time with me,” she barked, a playful edge in her voice.

“Yeah, yeah.” Fizzle tossed over the sapphires before diving into the magma. He remerged, a content smile on his face. “Oooh... nice and warm...”

Torch bit into one of the sapphires and nodded at him. “Mmhmm, feels perfect on the scales.”

Fizzle swam over to her, taking a position next to her. “How was your night?”

“Pretty good,” Torch replied, taking another bite of her jewel. “Spent most of it asleep though.” She flashed him a smirk. “Strangest thing, it’s sorta a habit of mine.”

“It’s a good habit to have,” Fizzle replied. “Otherwise I’d have to bribe you with more sapphires.”

Torch giggled. “Don’t tempt me to start missing sleep. So, how was your night?”

“Pretty good.” Fizzle let himself slide into the magma. “Had a nice dream about this dragoness I like.”

“Oh really?” Torch felt a pit form in her stomach. “Was it that purple one?”

“Nah.” Fizzle shock her head. “It was nice.” He shifted, sliding down until the magma was up to his bottom jaw. “We just hung out, and had some fun.”

“Hmm, sounds like a good dream.” Torch shuffled in her seat and slid down slightly into the magma. Why was her heart beating so fast? She didn’t.... Like him, did she? She shook her head, trying to kill the train of thought. No, she was a drake attracted to dragonesses.

Noting her discomfort, Fizzle sat up. “You okay, Smolder? I could go get you something if you’re not feeling okay.”

Torch shook her head again. “No, I’m fine.Thought I was sitting on a magma bubble for a second there.”

Fizzle nodded, taking another dive under the magma. He reemerged after a moment and settled in his original seat. “I brought some snacks.” Fizzle gestured to small sack next to the pool. “I made sure to get a lot of sapphires.”

“You know my tastes so well,” Torch said with a smile, relaxing. “Thanks, Fizzle.” A wave of giddiness rose up from her stomach when he smiled back at her. She quickly turned her head from him, knowing she was blushing. She reached into the sack and grabbed a gem. What was she supposed to do? Had she always been attracted to both sexes, and never realized it? She thought for a moment, trying to recall anytime she had sized up a drake for a purpose other than to fight him. Nothing came to her, which further frustrated her.

“You sure you’re okay?” Fizzle pressed, getting her attention. “You don’t seem okay.”

Torch put on her best smile. “Sorry for making you worry, I’m fine. Head’s just faraway today.” That seemed to appease Fizzle, who focused on the sack of gems. She relaxed, leaning back on the wall of the pool. “Anything else interesting happening with you? Have you tried talking to some of the old gang again?”

“Yeah but, without Garble, there's no one to really hold the group together.”

She nodded, giving him a sympathetic look. “At least you’ve been trying.”

Fizzle gave her a thumbs up. “Hey, I got you backing me up. I’ll be fine.”

“Don’t forget your mom,” she teased. She cleared her throat, doing her best to imitate the older dragoness. “Fizzy, why haven’t you found a mate yet? I want some grandbabies. You could even do what your little friend did and get a pony for all I care.”

Fizzle laughed loudly, shaking his head. “Yeah, that sounds like her.” He grinned, spreading his wings. “Ever since Garble had his kid, my mom’s been all over me.”

“Maybe if you one upped Garble and nabbed two pony princesses she’d get off your case,” Torch offered with a giggle.

Fizzle snorted. “Yeah, like the sun and moon ponies want a guy like me.”

“Would it hurt to try?” Torch’s smile grew. “You’d be the stuff of legends if you pulled it off. I don’t think there’s even a pony alive that can claim to have mated with them.”

Fizzle waved her off. “I doubt they even let dragons besides Garble and that other guy into their cities.”

Torch shrugged. “Who knows? Times are changing around here faster than I’ve ever seen. More dragons might choose to live with the ponies someday.”

Fizzle nodded. “Maybe us young dragons. The older mans... I don’t know about them.”

Torch snickered. “True, the old scales probably won’t want anything to do with that. But that’s why the dragonlord passes down the scepter. So a younger dragon can make new decisions instead of clinging to the past like a hatchling to their tail.”

“You know, Garble used to say stuff like that. Just not as smart.”

“Guess that means I’m a better, hotter version of him?” Torch chuckled, flashing a smile at the drake.

“Totally.” The two locked eyes for some time, slowly inching closer together.

‘What am I doing?!’ Torch screamed in her mind, feeling her heartbeat through her whole chest as her eyes drooped closed. ‘My body’s moving on its own!’

Their muzzles finally met, and the two of them engaged in a long, drawn out kiss. Torch shuddered, wrapping her arms around Fizzle’s back and letting her claws rest just beneath his wings.

Fizzle pulled away, his face tinted a deep red. ‘That was...amazing.”

Torch knew there was a similar blush on her face, but she chuckled in a feeble attempt to hide her nerves. “I bet you pictured I was a drake to make it better for you,” she teased, rubbing his back with a single digit in a circle.

“No way, you’re much better as a dragoness.” He pointedly poked at her chest.

Torch paused, not quite sure how to respond. She settled for resting her cheek on his chest. ‘Looks like Ember was right. I like Fizzle a lot more than I realized.’

Fizzle wrapped his arms around her and rested his chin on the top of her head, a large grin refusing to leave his face. “So... mates?”

Torch’s blush grew, her mind shorting out. She opened and closed her mouth a few times, words refusing to come out. “Um… sure,” she squeaked.

Fizzle nuzzled her head, pulling her into his lap. He wrapped his wings around them, licking her neck. She settled into his lap, tilting her head up without thinking. Her racing mind slowed down, a feeling of content spreading through her. He grabbed another sapphire, holding it to her mouth.

She chuckled softly, opening her mouth to let him feed her.

“I can’t believe you’re into a loser like me,” Fizzle remarked, looking into her eyes.

Torch leaned up, giving him a peck on the nose. “I don’t think you’re a loser at all. You’re a kind drake that always tries to make me happy. How am I supposed to resist that?”

Fizzle blushed, rubbing his neck. “Thanks...” he licked her neck. “You’re the best, Smolder.”

She smiled and poked him in the chest. “And don’t you forget it.”

“I’ll try.” Fizzle relaxed in the hot material, gazing into Torch’s eyes.

She held his gaze, a comfortable silence forming between them. After a while, she leaned in and gave him another kiss. Closing her eyes, she pressed her breasts into his chest. Fizzle shuddered as he felt her hardening nipples rub against the smooth scales of his underbelly. He closed his own eyes, gently rubbing the base of one of her wings.

Torch’s breath hitched, feeling her wing twitch. She broke the kiss, feeling her face heating up.

“Hmm, maybe we should take this back to one of our caves?” Fizzle suggested, moving a claw up to rub her other wing. “Unless you wanna risk giving the other dragons a show?”

“One of the caves sounds good.” Torch nodded, feeling her heart pounding in her chest.

Fizzle smiled and stood up out of the pool, taking her with him in his arms. He adjusted her gently and climbed out, making his way towards his home since it was closer.

‘[i[Am I really going to do this?’ Torch wrapped her arms around Fizzle’s neck, ignoring the looks the pair of them attracted. She took a deep breath through her nose, closing her eyes to avoid seeing anymore odd looks. ‘Two weeks ago and I’d have never considered laying with a drake. Should I stop him?’ She glanced up at Fizzle. ‘I haven’t felt like this about someone in a long time...’ She took another deep breath, letting the doubt dissipate. She settled in his arms, her tail swaying slowly.

Fizzle strolled into his cave, setting her down on his hoard. “I’ve uh... never done this before...” He blushed, rubbing his neck.

“It’s fine,” she assured him, a similar blush on her own muzzle, “I’ve never been with a drake either.”

Fizzle’s blushed increased at the implication. “O-oh.”

Torch’s nerves faded for a moment, a smirk cracking onto her face. “Fizzy, did you just picture me mating with a dragoness?~” She raised a claw up and rubbed his chest.

“Um...” he gulped. “Yeah...”

She had to fight back a giggle, her claw continuing to explore his chest while she leaned up to whisper into his ear fin. “Well, you imagined correctly. I have mated with dragonesses before.”

“That’s so hot...” Fizzle muttered, putting his hands on her shoulders.

She smiled at the compliment, moving her other claw down to rub his flight muscles. “Maybe you should start this slow? Just follow your instincts until you feel ready to claim me.”

“Y-yeah...” Fizzle bit his lip, feeling his wings stiffen under her claws. “That feels good...”

“Then maybe you should return the favor?~” She leaned up and nipped his ear fin.

“R-right...” Fizzle moved his hands down, rubbing at the base of her wings.

She gave him an encouraging coo in his ear, letting her tail slowly thump against his hoard. She took her one claw, using it to dislodge crooked or damaged scales from his chest and underbelly.

Spurred on by her ministrations, he massaged her wing muscles, delighting in all of her squeaks and coos of pleasure.

“Mmm, you’re great with your claws,” she praised, giving his wing a tender squeeze. “Do you like touching me?”

“Yeah, I do.” Fizzle nodded, sounding more confident. He moved his hands from her back, quickly placing them on her breasts. He gave them a squeeze, marveling at how soft they were.

Torch gasped, her eyes widening as an unfamiliar sensation shot out from her chest.

Fizzle kissed at her neck, groping and squeezing at her chest.

“Mmm, yes,” she moaned, returning to her own ministrations with a new sense of urgency. “Keep doing that.” ‘Now I see why Wildfire liked it so much’

Fizzle leaned in close to her ear fin, a confident smile spreading across his muzzle. “Mine,” he whispered, a slight growl to his voice as he gave both her breasts an affectionate squeeze. Gripping her nipples between his claws, he gave them a hard tug.

Torch filled the cave with a sharp moan that echoed off the walls for a moment, her wings spreading out beneath her. ‘D-does this actually feel better than when I was a drake?’ She dimly wondered, squirming as Fizzle continued to tug and pinch her nipples.

“Mine,” Fizzle repeated, much louder. He pinned her down, rubbing his knee between her legs.

Torch squirmed again, a shudder going through her as her old instincts as a drake collided with those of her new body. She bit her lip, her legs spreading ever so slightly. She looked up at him, rubbing his thigh.

“That’s right, she cooed, her claw edging closer and closer to his crotch, “I’m your dragoness. Claim me.”

Fizzle purred, already starting to peek out from his crotch. Torch glanced down and noticed the tip of pink flesh between them. She bit her lip, wrapping her claw around it gently and stroked it to coax more out. A long moan escaped Fizzle’s throat, his needy dick growing into her hand. Torch’s pupils turned to pinpricks, a deep need spreading through her core at the sight of the piece of impressive dragon flesh.

“I think we finally found something on you that isn’t petite,” she teased, peppering his neck and chest with kisses.

Fizzle was far to under to really hear her. Forcing her legs apart with his own, he poked at her groin with his own, smoke pouring from his nostrils. Torch groaned, his movements only serving to tease her slit. She reached down and grabbed the base of his length, helping him line up with her feminine treasure. He thrust in, giving all the way to the hilt. Torch gasped, gripping tightly onto his chest with her other claw.

‘Damn! That thing feels huge!’ Torch’s tongue lolled out of her mouth slightly and a deep purr rumbled from deep in her chest. ‘Damnit Ember, why’d you have to be right?’ Torch let out a small whine without even realizing it, grinding her hips against Fizzle’s to encourage him to start moving. ‘She’s never going to stop gloating once she hears about this.’

Fizzle pulled back out, thrusting in again. “Mine!” he asserted, his eyes retracted to slits. He leaned his head lower, nipping and licking at her breasts.

Torch’s moans echoed off the cave walls as she wrapped her legs around his waist. Her hips moved against his, trying to drive her new mate as deep inside as she possibly could. “So... good...” she moaned out, putting her hands on his head.

Fizzle growled in response, moving his hips faster and pulling her tighter against him. “Fizzle want!” he wrapped his jaws around her neck, digging them slightly into her scales.

Torch squeaked out in pain-tinted pleasure, knowing she’d have a mark for some time. ‘Wh-why is this so good!’ her mind screamed. ‘I was the dragonlord, I’m not supposed to be submissive!’

Fizzle released her neck, licking at the mark, all the while ramming into her as hard as he could. Torch purred as the pain was replaced with relief, moving her head up to give him more room while the cave was filled with the sounds of their hips colliding.

“Gonna... fill you up!” Fizzle growled, his wings flaring out in a show of dominance.

“D-do it!” Torch moaned out, holding him as tight as she could. “Claim me!”

Fizzle threw his head back, breathing out a torrent of flame, pumping Torch full of hot dragon cum. Torch let out her own cry of pleasure, her body convulsing as her inner walls tried to milk Fizzle for every drop. Tired out, Fizzle flopped on top of her, letting out a sigh of content.

Torch groaned for a moment from the added weight but quickly adjusted while she came down from her high. She had to tell him, it was only right. Basking in the afterglow of their coupling, she pet his head, waiting for him to come back to his senses.

Once she saw his eyes flutter open she took a deep breath, steadying herself. “Fizzle, there’s something I have to tell you.”

“Yeah?” He looked up at her, giving her a dopey smile. “Gonna tell me how good I am?”

She chuckled nervously for a moment. “That should be obvious. But no, this is something serious.” Reaching up, she cupped his chin. “My name isn’t Smolder, it’s Torch.”

Fizzle gaped at her, his eyes widening. “Wait what?! What are you saying?!”

Torch turned her head away. “I ate that ring. This happened.”

Fizzle sputtered for a moment, trying to process what he had just heard. “S-so I just lost my virginity to the old dragonlord?” His eye twitched. Torch nodded. “This is insane,” he muttered, rubbing the back of his head.

Torch laughed. “Ya tell me about it. I wanted to wring your scrawny neck but, Ember practically ordered me to spend time with you.”

Fizzle quirked a brow. “So you went from wanting to kill me to wanting to mate with me?” Fizzle blinked for a moment before snickering. “I never would’ve thought that you were into drakes.”

Torch snorted. “I didn’t think you were either, even if you pull off the looks.”

“Well, I don’t think I’m going to be mating with any drakes anytime soon,” Fizzle replied with a shrug. “Not when I got a sexy little dragoness like you.” He leaned down, licking at her new mark.

Torch let out a sigh of relief. “I’m glad you’re okay with this. Sorry I didn’t tell you sooner.”

Fizzle couldn’t help but snicker. “Torch, the great and mighty, worried that I didn’t like him?”

Torch pouted at him, flicking him between the nostrils. “The magic in that ring has been messing with my head.”

Fizzle frowned. “It’s not like, change your memories or anything is it?”

Torch shook her head. “No, my memories are intact and aside from some slight differences, I still feel like myself.”

Fizzle reached, nuzzling her cheek. “Good. I’d hate to be responsible for brainwashing you or something.”

Torch smirked at him. “If you had, you would’ve had to face the wrath of Ember. And fair warning, she has my temper and her mother’s creativity. She’d have come up with an interesting punishment for sure.”

Fizzle gulped. “She’s scary.” Hoping to move onto something less terrifying, he snatched a few sapphires from the hoard, offering them to her “Here, eat something.”

Torch smiled, taking the offered jewels. “Mmm, you’re going to make me fat with all these gems you’re feeding me.”

“Looking to get big again?” Fizzle teased, poking her belly.

Torch chuckled. “I think I’ve gotten used to being this size.” She popped the sapphires in her mouth, crunching them. “I think you do too.”

Fizzle nodded and chuckled with her. “I don’t think I’d be able to please you very well if you were your old size.”

“No, you wouldn’t.” Torch shifted, getting more comfortable. “What do you want to do now?”

Fizzle scratched his cheek. “Uh, do you mean that as in right now, or as in what we should do going forward?”

“Both.”

“Oh okay.” Fizzle looked away for a moment, his brow scrunching up in thought. “I guess for going forward it depends on what you want to do about that ring you ate.”

Torch traced a claw along his chest. “If I undo it, this will be over.” She looked into his eyes. “I haven’t felt this way about anyone, for a long time.”

Fizzle smiled, a look of relief on his face. “Then I guess we keep being mates. So basically we’ll do what we’ve been doing, just with mating added in.”

“Exactly.” Torch purred, putting her arms around him. “Lots and lots of mating.”

Fizzle had a dopey grin on his face, wrapping his arms and wings around her. The two of them lapsed into a content silence. Not long after, they both fell asleep.

Ember and Beaker leaned on each other, neither one able to support their own weight due to the uncontrollable laughter that had taken hold of them.

“It’s not that funny!” Torch snorted, glaring at them. Her stomach was gravid with a fertilized egg that was due to be laid at any time.

“Really?” Ember questioned, trying to get her breathing under control. “Because it looks pretty funny to me.”

“And informative.” Beaker reigned in his laughter. “You two have been helping me a lot in understanding dragon reproduction.”

Ember rolled her eyes. “I swear, the only things on your mind are research and my ass.”

“I’ve never heard you complain about me giving attention to the latter,” he teased, putting his arm around her shoulders. “Sides’, it helps me teach guys to read.”

Ember nodded. “True, learning to read will be helpful when we start to deal with ponies more.” She poked his side. “Doesn’t disprove my point though.”

Beaker rolled his eyes, putting his arm around her.

Ember snickered softly, turning her attention back to Torch. “Anyway, congratulations on becoming a mother. Glad to see you’ve come to like your new body.” She flashed him a genuine smile. “So, you gonna have a boy or girl?”

Torch shrugged. “We haven’t decided yet.”

Ember nodded. “Fair enough.” She snickered for a brief moment. “It’s gonna be weird to finally have a little sibling.”

“It’s weird having another child,” Torch agreed, placing her hands on her belly.

“Shoulda thought about that before jumping Fizzle’s bone nonstop,” Ember teased, pointing a claw at Torch’s stomach.

“You wanted this to happen!” Torch argued. “You set me up and you know it!”

Ember smirked. “I just got you to spend time with him, becoming his mate was all on you.” She put her hands on her hips. “Side’s I haven’t seen you this happy since well, you know.”

Torch snorted, her expression softening. “Yes, you make a good point.” She shook her head. “Never would’ve imagined that I would find joy in being a dragoness with a drake for a mate.”

Ember walked forward, pulling her into a hug. “I’m just glad you’re happy.”

Torch returned the gesture, a smirk working its way onto her face. “Just because things turned out well, doesn’t mean I’m not going to get paybacks for all this,” she whispered into Ember’s ear fin.

“I’d like to see you try,” Ember whispered back.

Adventures With Spell #63 (AU)

Author's Note

This chap contains: Tf/Tg and dom/sub.

Adventures With Spell #63 (AU)

Starlight yawned as she and Twilight were working on some spells the young alicorn had found in an old tome. The sun had long since dipped below the horizon and the crystal library was awash in light from an army of candles.

“Twilight, don’t you think we should pick this up tomorrow?” Starlight questioned, putting a cup of coffee to her lips. “We’ve been at this for hours without a break.”

“Hmm?” Twilight looked up from the book, “Oh right.” She stifled a yawn, rising to her hooves. “How about one more spell and we call it a night?”

“Alright, I think I can live with that.” Starlight stretched her arms over her head, sighing as she felt a satisfying pop in her joints. She walked over to the princess and looked over the book with her.

“How about...” Twilight moved her finger across the page, stopping on a random spell. “This one!”

“Huh, it’s labelled as spell #63 in the book and that’s it,” Starlight commented, scratching her head as she read over the spell. “It looks pretty complicated, but nothing the two of us can’t handle.”

“You ready?” Twilight asked, lighting her horn even as she studied the spell. Starlight nodded and lit her horn up as well. Their magical auras mixed as they scrutinized over every detail on the page.

“Hey guys!” Spike burst into the room, panting heavily. “We’re out of gems!” The two mares shouted and fell onto their rumps as their concentration was broken. Before their magic cut off, three white bolts shot out. Two flying out an open window towards Ponyville while the third struck the young drake in the chest, sending him flying towards a wall. Spike collided with said wall, letting out a groan of pain. Twilight and Starlight rubbed their horns as they reoriented themselves from the magic feedback.

Twilight then shot up and looked towards Spike. “Spike are you o-Oh Faust!”

“That hurt...” Spike moaned, clearly dazed from the blast.

Starlight got up and followed Twilight’s line of sight. Once she did, she had a gape that matched her mentor’s. “So… Spike, aside from the pain, how’re you feeling?” she asked, chuckling nervously.

“Dizzy...”

“Does anything feel… different?” Twilight inquired, rubbing the back of her neck and fluffing her wings.

“I dunno...” Spike blinked a few times, trying to make the room stop spinning. “Why, did that spell do something?” he asked, the two mares finally coming into focus. “Guys?”

The two shared an awkward look, both urging the other to speak. Twilight seemed to lose their wordless debate and turned back to Spike. “Well, the thing is… you’re a dragoness now,” she informed, wincing as she anticipated Spike’s reaction.

“... Wut?” Spike blinked owlishly. The young dragon turned his gaze down, a creeping horror coming over him. His eyes widened, seeing his Power Ponies t-shirt barely containing a pair of DD breasts. From the corners of his eyes, he could see some of his spines on the top of his head had elongated and seemed to act as hair. His pants were ruined, the button gone after being unable to withstand the pressure his flared hips had put on it. He stared quietly, trembling slightly.

“Spike?” Twilight asked, her frown deepening.

“HOLY SHIT! I have tits?!?” Spike shouted, his hands shooting to the large mounds. He winced in what he hoped was pain as his clawed hands accidentally squeezed them. He jumped to his feet, his ruined pants barely staying up. He then looked down, stretching the waistband of his pants and boxers to further investigate himself. “Oh Faust no! I’ve got a pussy too!”

“Spike!” Twilight snapped, forgetting his situation for a moment. “Language!”

“Twilight, you just turned me into a chick!” Spike shot back. “My language is the least of my fucking worries right now!”

“That doesn't mean you get to have a foul mouth!”

“Really?! You stripped me of body parts I was literally and metaphorically attached to, and I’m the one in the Faust damned wrong here?” Spike growled, plumes of smoke rising from his nostrils.

“okay, let's not get heated here.” Starlight put her hands up, smiling weakly. “I'll help Spike get some new clothes, maybe you could find out where those other bolts went?”

“If they hit somepony in town, waiting for them to come to us would be a good idea,” Spike offered, crossing an arm under his chest while his other hand held his pants up. “Also, don’t even think of putting me in mare’s clothes.”

“I wouldn't dream of it.” Starlight stepped closer, teleporting them to her room. “Sorry, I didn't think you'd want to chance your pants giving out on the way here.”

“It’s fine,” Spike grumbled, nodding and releasing his hold on the pants. “I didn’t feel like waddling around trying to hold them up anyway.”

“So...” Starlight gazed around the room, trying to figure out how she wanted to handle this. “Why don't you get that stuff off and I'll just turn around?”

“Why bother?” Spike grumbled, pulling his pants down. “We’re both chicks now so there’s nothing to be embarrassed over, right?”

Starlight couldn't keep the blush on her face. “R-right.” Despite her best efforts, she found her eyes drinking in Spike's new curves. He had a body that most mares would kill for, and the way the candlelight danced along his scales gave him an exotic look. She bit her lip, a part of her disappointed his boxers were still on. “Maybe you should lose the boxers?” she quickly suggested, her blush deepening. “They look like they aren’t fitting right either.”

“I dunno, they look fine.” Spike frowned, trying to get a good look at them around his chest. “Ugh, these stupid chest balloons are in my way. How do you mares deal with these things all the time?”

“Well, uh, mine aren't that big,” she pointed out, glancing between their chests. Her’s were a rather modest B cup.

“I’d trade with you if I could,” Spike said, staring at the unicorn’s chest. “I’d rather have an easier time while you and Twi figure out how to undo this.”

“I imagine,” Starlight muttered, her eyes migrating back to his crotch.

“Do you mind if I sit on your bed?” Spike asked, pointing a claw at the purple canopy bed in the eastern corner of the room. “My head still hurts from crashing into the wall.”

“Not at all!” She grinned oddly gesturing for him to sit.

He paid her antics no mind as he took a seat on the plush bed. “I really hope I’m not stuck like this,” he muttered, looking down at his feet.

“Hey, it won't be so bad,” Starlight offered, opening up her dresser. “Maybe you’ll like it?”

“That’s not really helping, Star,” Spike replied with a sigh. “I had kinda entertained the idea of being a dad someday. That can’t happen if I’m stuck as a dragoness.”

“You could be a mom.” Starlight grabbed a rather plain pair of panties, glancing at his waist again. Making a quick estimation of his measurements, she applied a spell, changing them into a pair of mare’s boxers.

“I guess, but the idea of laying an egg doesn’t sound fun,” he replied. He let out a groan and flopped onto the bed, his legs hanging off the side.

“It has to be easier than live birth,” she countered passing him the boxers. “I know you said no mare clothes, but I figured you'd want something that’d fit.” She gulped in anticipation, eyes returning to his crotch.

He eyed up the boxers for a moment before nodding. “I guess I will need to wear something.” He put the boxers down next to him and grabbed the waistband of the ones he was wearing. He shimmied out of them, slowly revealing his thighs and crotch.

Starlight shifted a little, trying to get a better look. Spike pulled the boxers completely off, kicking them off his foot as he grabbed the new pair. This action spread his legs slightly, revealing his new genitalia to the observing unicorn.

Starlight stared at the perfection that nestled between his legs. Her face heated up, and she bit her lip hard enough to draw blood. The lips of his new vagina were a light purple that contrasted the green scales of his underbelly and the little pink nub of his clit just barely poked out from them.

“Enjoying the show?” Spike's voice cut in, snapping her out of her trance.

Starlight turned her head away and her face was overtaken by a blush. “S-sorry,” she stammered out. “I was just… curious.”

Spike gave her a flat look. “You were staring at my pussy with a bleeding lip.”

“Okay, okay, you look hot!” Starlight admitted. He raised his eyebrow, not saying anything.

“So you’re into girls?” he questioned in an even tone.

She nodded her head, looking away from him. A wave of shame washed over her. How could she do that to her friend? Oogle him like a piece of meat?

“Guys too or just girls?” He asked, scratching his cheek as he sat up on the bed.

“Girls mostly...” Starlight muttered, rubbing her arm. Spike must have been disgusted with her. Who wouldn't be? Any minute now, and he was probably going to kick her out. Then he’d tell Twilight, who would dismiss her…

“So umm… if I wasn’t a dragoness… would you still be into me?” Spike asked, looking down at the mattress with a blush peppering his cheeks.

“I think so...” Starlight inched towards the door, the tension overwhelming her.

“Yeah, guess I shouldn’t think that somepony liked the old me like that.” Spike chuckled weakly and flopped back onto the bed. “Just like Rarity,” he muttered.

“That's not true!” She moved over, sitting down next to him. “I liked you a lot.”

“Really?” He questioned with a tone of disbelief. “Would you openly gawk at normal me?” He stared at her with a flat look.

“Considering how...Large dragons can get...Yes...”

“Well, I never saw a stallion’s junk before so I couldn’t tell you how I stacked up,” he replied with a shrug, chuckling weakly.

“I like you Spike.” She gingerly placed her hand on his. “You’re funny, goofy, loyal, hard working despite the lazy streak.” She glanced at his crotch again. “And I admit, before I was only attracted to one part of you...”

“Thanks Star,” he replied, giving her a weak smile. “That actually does make me feel better.”

“Spike, I'm sorry. I shouldn't have been gawking at you like that.” She grabbed the boxers, holding them out. “You should put these on.”

“Why, you’ve already seen the goods?” he asked with a weak chuckle. “Kinda pointless now.”

“That just makes me feel worse.”

“Sorry.” He chuckled and stood up, pulling the boxers into place. He patted his sides and straightened them out on his legs. “Thanks for these, Star. They’re really comfy.”

“Oh good, I was afraid I wouldn't get your size right.” Starlight nodded in approval, looking at his chest. “Do you...Wanna go for a bra?”

Spike groaned and looked down at his chest. He poked a breast and frowned. “I guess it can’t be helped. I’ve gotta do something to keep these things under control.”

Starlight nodded, returning to the dresser, searching for a matching bra. She resized it, making her way back to the bed. “Could you sit up and put your back to me.” Spike nodded and pulled his shirt off, sitting up as she instructed.

Pushing down any untoward desires, she slid his arms through the straps, moving it up until it was in place. Her fingers moved quickly, hooking it in place.

“There you go, Spike. How does that feel?” Starlight asked, letting her hands drop to her sides.

“Odd...” Spike gave an unsure look, gingerly cupping his breasts. He shuddered a bit, the scaley orbs sensitive to his touch. “Thanks Star.”

He turned his head, finding himself taking her in. His nostrils flared a bit, her scent drifting into them. His eyes hardened, a primal need taking root in his mind. He let out a sound that was somewhere between a growl and a purr as his eyes examined the unicorn. He leaned in, licking his lips as his nostrils continued to flare.

Starlight gulped, some primitive part of her mind shouting that she was in the presence of a predator. She took a step back, goosebumps running along her skin. Spike crept closer, the purring noise getting louder. He got into a crouch, preparing to pounce on the unicorn.

Starlight gulped, backing into the wall. She cursed, sliding her hand along the wall, trying to grab the door knob. Spike noticed what she was doing and jumped between her and the door, growling as he grabbed her shoulders. In a quick motion, Spike used his weight advantage to push her to the ground, pinning the unicorn under him.

“Going somewhere little unicorn?” He leaned down, snorting in her face. “I don't think so.”

“S-Spike, what’s gotten into you?” Starlight asked, struggling against the dragon. She lit up her horn, preparing to teleport away.

He snorted again, dragging his tongue along her horn. He chuckled, watching her magic sputter. “You know, they say a unicorn's horn tastes like candy.” He gave another long lick, watching her squirm.

Starlight let out a moan at the contact, closing her eyes as Spike’s tongue slowly retracted back into his mouth. “Sp-Spike,” she groaned, trying to free her arms and legs.

Spike purred, sizing his prey up. “What am I going to do with you, hm? You're quite the appetizing little morsel.”

“Please tell me you’re speaking in double entendre,” Starlight replied with a gulp, cracking an eye open to watch Spike’s actions.

Spike licked her neck, letting his fangs scrape her skin. He clicked his tongue. “The deer does not command the lion.”

“Can the pony make a suggestion to the dragon?” She asked, shuddering from the contact.

“And why should I take suggestions from you? Hm?” Spike asked,breathing on her neck. “You're just prey.”

She shuddered, some part of her getting a strange thrill from the treatment. “Wh-what are you going to do with me?” It was only now, that Starlight fully registered that Spike was a foot taller than her, his curves hiding his muscles.

Spike chuckled and leaned down to bite her neck, not hard enough to break the skin, but enough to leave a mark. He got in her face with a wicked grin. “The short answer, whatever I want.” To prove his point, he grabbed her ass, letting his claws sink ever so slightly into her flesh. She let out an eep, her body stiffening up as pain-tinted pleasure shot through her. She bit her lip, hoping to prevent further sounds. “Be a good girl and soundproof the room.” He grabbed her horn, looking into her eyes. “Teleport away, and make me hunt you down however...I'll have to punish you real good.”

Starlight gulped and lit her horn up, a faint blue glow surrounding the room. “Th-there, I’ve done what you asked.”

Spike purred, squishing their breasts together. “That's a good pony. Learn your place quick.” Starlight didn’t say anything, staring into Spike’s slitted eyes as she waited for his next action. “What's wrong? All tongue tied?”’

“I’m just trying to figure out what’s gotten into you, Spike,” Starlight answered. “This isn’t normal for you.”

He slapped her thigh, relishing in her squeal. “Maybe I realized how superior I am to you squishy, puny, ponies.”

Starlight pouted at the dragon, holding her tongue as a response to that formed in her head. She figured playing along with him was her best bet for the moment.

Spike frowned, slapping her other thigh. “I don't think you're taking me seriously.” He got in her face again, his hot breath blowing against her cheek. “That's a very bad idea, pony.”

“I take you very seriously, Master.” she replied, turning her muzzle away from the hot breath washing over her and doing her best to sound submissive.

Spike seemed rather pleased, his tail swishing slightly. “Mmm, I see. The puny pony thinks she can go from prey to pet hm?” He grinned again, nipping at her neck. “She’ll have to show she's worth keeping.”

Starlight let out an internal sigh, turning her head to give him more access to her neck as she groaned from the contact. “Mmm, I can do whatever you wish, Master. I can fulfill your needs whether you’re a drake or a dragoness.”

“That's a good pony.” Spike hooked a claw on the neckline of her shirt, tearing it straight down the middle. Starlight let out a surprised eep, blushing as a part of her got a thrill out of the destruction of her clothes. She bit her lip, watching his claw dip down to her pants. He flicked his claw, decapitating her poor pants button. With a quick movement of his claws, the ruined clothes were tossed across the room and Starlight was left in her matching black bra and panties.

Spike purred in approval, easily cutting her bra away. He gave her breasts a rough squeeze. “Mmm...Just the perfect size to grab.” Starlight moaned and arched her back, squeezing her eyes shut as his claws pinched at her skin. “That's it, moan for your master.” Spike gave her a wicked grin and tugged on her nipples. Starlight moaned louder, squirming under the drake.

Her moans all seemed to encourage him, and she felt the tip of his tail sliding up her leg. Her eyes shot open as she felt the spade-like end of his tail flick against her cloth covered slit. She moaned loudly as he repeated this action several times. Spike moved it away, beginning to wriggle it under her panties. He pushed past the cloth, smirking as he felt a wet spot on her.

“Seems the pony is enjoying her rough treatment,” he teased, rubbing his tail along her slit. “You’re already wet, little pony.”

Starlight bit her lip, looking up at him. Dear Faust, she wasn't... Enjoying this was she? There was no way, he was humiliating her. Treating her like a piece of property. No, a piece of meat. Her train of thought was cut off when Spike pushed the tip of his tail into her folds.

“You’re all mine pony.” He pushed the tip in deeper, purring into her ear. “Just a piece of my hoard, to use as I see fit.” Starlight’s only response was to moan loudly as the rounded spines on his tail rubbed against her inner walls. “Clothes are an afterthought for you now, nothing's going to obscure my view of you.”

“Mmm, yes, Master,” Starlight replied without thinking as Spike slowly thrusted his tail in and out of her depths.

“I want a collar pet,” he instructed, planting a kiss on her lips. “One that only I can remove, one that lets everyone know who you belong to.”

“I-I’ll see what I can do, Master,” Starlight panted out, grinding her hips against the tail. “I’m sure I can find a place that makes enchanted collars.”

“Good.” Spike removed his own bra, shoving his nipple into her mouth. She started suckling on the nipple, groaning happily and nuzzling against the scaly orb. “Oooh~ That's good~” Spike relaxed his grip on her arms and legs a little, giving her more freedom to move as they both continued their ministrations.

Starlight moved her arms, placing one on Spike’s hip, and the other on his breast. Starlight ran her hand along the swell of Spike’s hip and gently kneaded his scaly breast. She shivered, loving the feeling of his smooth scales against her fingers.

“Such a good pet,” Spike praised, nibbling on her ear. “Who owns you pet?”

“Y-you do, Master,” Starlight replied, groaning as Spike’s tail moved in a blur. “You own me. Any order you give me will be done.”

Spike growled, slapping her thigh. “Scream it!”

“You own me, Master!” she cried, screwing her eyes shut as she felt herself teetering on the edge of orgasm. “You own me completely!”

“Come for me!” He ordered, reveling in the control he had over her. He grunted, wincing as something started to emerge from his back.

Starlight screamed in pleasure, her inner walls clamping down on his tail. She coated it and the floor with her fluids, panting as she came down from her orgasmic high. “W-wow, that was incredible,” she commented, looking into Spike’s eyes.

“Mm...Ya...” Spike removed his tail, bringing the tip to his mouth. He licked some of the juices up, purring in delight. “Tastes like...Raspberries.”

“I’m glad you approve,” Starlight said with a giggle, wrapping her arms around Spike’s lower back. “So, what got into you there? I gotta say, I like that side of you too.”

“I dunno,” Spike admitted, looking down at her. “I was trying to sort out my feelings and...I just wanted to make you mine.” He nuzzled her tenderly. “Um...I didn't...Do anything...Bad right?”

“Besides ruin some of my clothes?” Starlight started. “No, you didn’t. Though you did order me to not wear clothes around you and to get a collar that only you can take off.” She giggled as she explained it.

Spike perked up at that, licking his lips. “Both of those things sound very appealing...”

“I figured you’d say that.” She giggled and started rubbing along his back. She paused when she felt something unfamiliar. “Umm Spike, I think you should look in a mirror.” She blinked owlishly.

“What now?” he asked, groaning. He rose to his feet, stumbling a little, something throwing off his balance. He put a hand to the wall and slowly made his way to the bathroom attached to the room to look into the mirror. His eyes widened and he nearly fell over in surprise.

“Holy Faust! I’ve got wings!” He turned his head to confirm what the mirror was showing, a small pair of wings greeting him. They didn’t appear to be able to support his weight yet, looking more like a decoration that he had put on than an actual pair of wings. “I have wings!” He cheered, tears of joy welling up in his eyes.

Starlight came up to his side and pulled him into a hug, kissing his cheek. “I guess acting on some of your dragon instincts triggered your development. I’m really happy for you, Spike.”

He grabbed her up, putting her a tight bear hug. “This is amazing!”

Starlight let out a grunt but beared with it and smiled. “Glad to see you’re so happy,” she wheezed. “But I think you don’t know your own strength.”

“Sorry.” He put her down, rubbing his neck. “So um...What are we now? Cause...I'd really like to keep doing this.”

“If that’s what my master wants,” Starlight replied with a wink.

Spike smiled, kissing her head. He turned back to the mirror, striking a pose. “So, what would you say if I kept all of this.” He ran his hands over his body. “But, got my 'friend’ back?”

“So you want to be curvy like a mare but have the equipment of a stallion?” Starlight asked, a cheeky grin on her face as she wrapped her arms around Spike. “I’d certainly see the appeal in that. But I wouldn’t make that decision right now. You’re kinda high on afterglow and the excitement of getting your wings.”

“I dunno Glim.” He put his hands on his hips. “I feel... Sexy, powerful...” His nostrils flared, taking in her scent. “But I was actually thinking of keeping both sets.”

“Hmm, I like the sound of that,” Starlight admitted, kissing the back of his neck. “But maybe we should let Twilight and I figure out how to reverse engineer that spell before you go making permanent ideas about your body, okay?”

“Right.” He nodded, pulling her close to him. He grinned, snorting in her face. “I wasn't kidding about those orders.”

“If that’s what you want then I can sneak off to a shop I heard somepony mention when I’m buying quills and parchment for Twilight tomorrow,” she assured him. “And as for the clothes thing. When I’m going out I’ll wear them, but when it’s just the two of us, I’ll be au naturale. How does that sound?”

“Acceptable.” He nodded, resting his chin on her head. “So who do you think got hit by those stray bolts?” he asked with a snicker. “Mayor Mare, Big Mac? Ooh, maybe we’ll see Flutterguy 2.0.”

“Oh Faust, just imagine how Rarity would react.” Starlight rested her head on his breasts, sighing in content.

Spike scooped her up in his arms, slowly making his way to the bed and laying down with her. “I imagine she’d break out the fainting couch for that one. If Pinkie got hit I’d imagine she wouldn’t care much.” He pulled the covers over them, nuzzling into her neck.

“Yeah, I could see Pinkie not caring about that sort of thing,” Starlight agreed, closing her eyes as she felt a sense of warmth spreading through her. “Honestly, I don’t even know if she knows what sex is. I mean, how good is the sex ed on a rock farm?”

“Who even knows.” Spike shrugged, stifling a yawn.

“Sounds like you’re about to pass out,” Starlight teased, snuggling in close. “Good night, Spike.”

“Goodnight.” He gave her a squeeze. “Pet.”

The two magic bolts sailed over the streets of Ponyville, going in two different directions. One flew over a familiar orchard while the other sailed into the clouds. They both found marks, the two sleeping ponies only groaning and turning over as the magic took effect.

Princess In Chains

Tempest tsked to herself as she stepped into the Friendship castle. The place wasn’t guarded, the Friendship Princess only had the one guard. She pushed the doors closed, making sure to put the lock in place. She didn’t need anyone trying to rescue the princess. She looked around the entrance of the castle, taking in every detail.

“Does everything here have to be made of crystal?” Tempest mused to herself, stepping into the Friendship Council chamber. She stalked over to the Princesses chair, running her fingers over the engraved cutie mark. “Certainly likes to show off.”

She took a seat in Twilight’s throne, adjusting herself as she looked out across the chamber and at the map. She leaned her cheek against her hand, a wicked grin on her face. “I could get used to this.” She chuckled, leaning back in the throne. “I suppose I can’t waste too much time, I really should check on my prisoner.”

Tempest moved through the halls of the castle, arriving at the Princess's room. “I’m sorry I took so long. Those friends of yours were rather persistent. Took me a while to convince them you were indisposed.”

Twilight’s only response were muffled protests as a gag was secured to her muzzle. She struggled against cuffs that had her splayed out on the bed.

“Oh, I agree, the pink one talks way too much.”

Twilight glared at her, her struggles increasing.

Tempest moved over to the bed, deliberately taking her time. Twilight’s struggles reached a fever pitch, her horn sparking uselessly due to the inhibitor ring fit snugly at the base of it. A smirk crossed Tempest’s face. “Something wrong, princess? Having a little horn trouble?”

Twilight growled, falling against the bed as she caught her breath.

“Well don’t worry, I know all about that.” Tempest leaned in close, her horn stump charging with magic. “Why don’t I help, hm?” The raw magic lashed from her horn, arcing to the tip of Twilight’s.

Twilight grunted, turning her head as she tensed against her bonds. The raw magic coursed down her horn, spreading out across her body. Twilight’s body twitched, biting down on the gag to avoid making noises. Her body relaxed as Tempest cut off her magic, leaving Twilight panting.

Tempest tapped her chin, looking up. “Hmm, something’s not quite right.” She looked back down, her eyes drifting over Twilight’s body. “Oh, I know what it is.” She reached down, pulling out a knife and pressing it to Twilight’s shirt. With a few deft movements, Tempest started popping off buttons from the article of clothing. “We’re far too overdressed for this occasion.”

Tempest opened Twilight’s blouse, whistling at her ample breasts. “My, my you’ve certainly got a full figure.” She tugged it away, tossing it across the room. She ran her hand teasingly along one of the alicorn’s breast, cupping it. “I can’t believe you don’t flaunt these.” She gave it a squeeze, dragging her tongue across the nipple.

Twilight shuddered, squeezing her eyes shut as her legs twitched. She let out muffled groans as Tempest slowly dragged her tongue along the nub of flesh.Tempest closed her mouth around it, sucking on it. Twilight let out more muffled sounds of pleasure, her legs thrashed in their cuffs and her back arched, thrusting her chest out towards her tormentor.

Magic cracked along her stump again, and Tempest subjected Twilight to another shock, this one lasting a little longer. Twilight bit down on her gag, her wings flexing and her limbs convulsing. She did her best not to scream, only for pathetic whines to escape her lips. Her body relaxed as the magic dissipated, leaving her a twitching mess. Twilight panted, her body hanging limp in her cuffs as Tempest drank in her condition.

“Look at you,” Tempest taunted, breathing on Twilight’s neck. “You thought you were so strong. Now you’re just my plaything.”

Twilight growled, her horn fizzling sparks up to the ceiling as she tried and failed to call upon her magic.

“Aw, I think the Princess needs another lesson.” Tempest started another shock, holding this one far longer than the last two.

Twilight screamed, her body thrashing wildly against the bed.

Tempest cut off her magic, giving Twilight a taste of respite. Reaching a hand down, she groped the captive mare’s groin. “You must really like the punishments, you’re so wet.”

Twilight blushed and shook her head vigorously. Muffled protests shot out from the gag, but they fell on deaf ears.

“Don’t worry.” Tempest cupped Twilight’s chin. “Mistress will give her slave what she wants~” Tempest kissed her nose, giving her another shock.

Twilight’s body twitched, a sense of numbness threatening to grip her. Her mane and fur was standing on end and horn felt like it was vibrating. She collapsed back onto the bed, her muscles twitching. She gazed at Tempest with pleading eyes.

“Does slave want more?” Tempest asked, putting a hand on Twilight’s stomach.

Twilight gathered her wits, growling into her gag. She glared, working at her cuffs again.

“Is that a yes?” Tempest questioned, her stump arcing with energy as a wicked grin spreading across her face.

Twilight struggled, shaking her head. Her horn sparked impotently, as she tried to cast a spelll.

Tempest sighed, sending the energy from her stump directly into Twilight’s horn. “You truly are a glutton for punishment.” She held the shock for a full minute before ending it. “Still want to challenge me?”

Twilight didn’t answer, her body limp and her eyes dazed as she recovered from the shock.

Tempest chuckled, tracing her fingers down Twilight’s stomach. “You’re certainly soaking the bed. I’ll have to wash the sheets later.”

Twilight groaned in response, picking her head up to meet Tempest’s gaze. She shuddered as soon as their eyes met. Tempest was looking at her with the predatory eyes of a hungry jungle cat.

“Is my pet nice and subdued?” Tempest inquired, tracing circles around Twilight’s belly button.

If it weren’t for the gag in her mouth, Twilight would’ve grit her teeth. The alicorn weighed her options, sucking in a deep breath through her nostrils. In the end, she hanged her head and nodded weakly.

“That’s a good girl~” Tempest smiled, moving her hand down. Pulling her knife again, she popped the button off Twilight’s pants, pulling them down her legs.

Twilight shifted her legs, the pants bunching around her bound ankles and adding to her discomfort. She turned her head away and blushed, her risque panties on full display to her captor.

“Well what do we have here?” Tempest asked, leaning her head down to take a closer look. “Seems my pet has a wild side after all~”

Twilight didn’t reply, shifting her legs as she felt Tempest’s eyes on her.

Tempest stepped back, chuckling to herself. “I suppose I should get undressed too. Can’t have a lot of fun with all this armor on.” She began to strip her armor off, making sure it was as slow and provocative as possible.

Twilight hated to admit it, but Tempest was a very alluring mare. She had the tall, thin build of a model, but the corded muscles of a hardened warrior. Twilight’s eyes lingered on the mare’s six-pack for longer than she’d care to admit.

“Does the pet like what she sees?” Tempest asked, placing her hand on her hip. “Because you’ve been staring at me an awfully long time.”

Twilight’s blush increased, shaking her head weakly and forcing her eyes away from Tempest.

Tempest chuckled, reaching down to the box she had brought along with her. “Let’s try this~” Lifting up a short crop. She ran her hand along it before whacking Twilight on the cutie mark.

Twilight grunted, shuddering from the sting against her skin. She bit down on the gag, noticing a growing damp spot in her panties. Another sting of pain shot through her, making her moan into her gag. Her blush exploded across her face, instantly regretting the sound she had made.

“I think my little Princess is a masochist.” Tempest chuckled, rubbing the spot she had struck. “No wonder you let me catch you so easily.” Reaching into her box, she pulled out a pair of weighted clamps, which she promptly attached to Twilight’s nipples.

Twilight tried to deny it, but the instant Tempest attached the clamps and gave them a teasing tug, her muffled protests gave way to a long moan.

“That’s the sound I love~” Tempest grabbed Twilight’s panties, pulling them down. She produced a third clamp, attaching it to her exposed clit.

Twilight screamed into her gag, bucking her hips as Tempest tugged the clamp attached to her clit. Her wails became shriller as Tempest twisted and toyed with all the clamps.

“It’s too bad your little entourage isn’t here. Off on vacation and leaving their ruler unguarded.” Tempest tsked. “Though, it wouldn’t have helped. I bet you’d have loved for them to watch, hm?”

Twilight shook her head furiously, her blush darkening to a deep red at the thought of her friends seeing her splayed, bound and being punished. She shuddered, her groin tingling as she pictured it.

“If only your precious dragon was here to save you.” Tempest caressed Twilight’s cheek. “How you ever managed to tame one of them is beyond me.”

Twilight glared at Tempest, starting a long, incoherent diatribe in response. She glanced at the door, tugging at her bindings again.

Tempest gave Twilight’s clamps a quick tug and clicked her tongue. “No mouthing off, even if it is unintelligible.” Reaching into the box one last time, she removed a rather large strap-on. “Looks like your nice and ready for mistress to have her fun.”

Twilight’s eyes widened as Tempest slowly put the toy on, bobbing it up and down as crawled into bed. Tempest slinked on top of Twilight, their muzzles a hair’s breadth from touching.

“I love that look,” Tempest breathed, her lips inches away from Twilight’s. Grasping Twilight’s hips, Tempest locked eyes with her prey before pushing into her.

Twilight groaned, the flared head of the toy popping into her folds with hardly any effort. Her inner muscles strained against the girth, almost seeming to be sucking it in further as Tempest pushed it deeper.

“A pity it isn’t the real thing,” Tempest lamented. She reached up, poking the tip of Twilight’s horn. “Mmm, we’ll fix that later, won’t we, pet?”

An unbidden moan escaped Twilight’s lips as her eyes closed. She started to imagine the toy being replaced by a real dick. One that Twilight had given the mare. Her legs twitched and she bit down on the gag, letting the fantasy run wild.

“I see you like the idea as well,” Tempest commented, starting to pick up speed. Kissing Twilight’s neck, she gave Twilight’s nippleclamps a hard tug.

Twilight couldn’t be bothered to hide her pleasure anymore, moaning as loud as the gag would let her. She tilted her head up to give Tempest more room and bucked her hips towards the toy as best she could.

Tempest smirked, pinning Twilight down and bucking her own hips. Twilight continued to moan, her arms rattling in their cuffs as she writhed in pleasure beneath the larger mare. Tempest chuckled to herself, reaching behind Twilight’s head and undoing the gag. She wasn’t worried about any more disobedience as she tossed it away without a thought. Tempest then layed it on thick, dragging her tongue along the groove in Twilight’s horn before nibbling the tip.

“Ooh yes~” Twilight moaned out, her eyes screwed shut. “So good~” Her tongue lolled out of her mouth, eyes unfocused.

Tempest slipped the tip of Twilight’s horn into her mouth, swirling her tongue around it. She pulled off it after a moment, a predatory growl escaping her throat. “Who do you belong to, pet?”

“You!” Twilight replied, her chest heaving.

Tempest kissed Twilight’s horns, thrusting even harder in response. “That’s a good pet. You’ll behave from now on, won’t you?” To punctuate this, she reached down and twisted one of the nipple clamps.

Twilight moaned, nodding her head vigorously. “I’ll behave mistress!”

Tempest adjusted herself atop Twilight, thrusting the toy as deep into Twilight as she possibly could. “Mmm, even if I put a leash on you and paraded you around Canterlot naked? Would you obey me then?”

“I’ll do anything you wish of me!” Twilight shouted, pressing herself against Tempest.

“Good girl!” Tempest replied, her hips moving in a blur of motion. “You’re mine now! Forever!”

“Yes!!” Twilight moaned, her body locking up, shaking from the pleasure.

Tempest popped Twilight’s horn in her mouth again, bobbing her head in time with her thrusts.

Twilight spasmed as she came, her wings fluttering and her horn sputtering weakly. Tempest wasn’t far behind her, coating the back of the toy in a torrent of mare-cum. Once the two came down from their high, Tempest sighed happily and rolled off of Twilight.

“That felt good~” Tempest smiled, patting Twilight’s stomach.

Twilight nodded, limply hanging in her cuffs. “Oh yeah, I can’t feel my legs right now from that.” She turned her face towards Tempest. “The electricity was new.”

Tempest rolled onto her side, putting a hand on Twilight’s cheek. “You seemed to like it. I never saw the safety signal.”

Twilight chuckled, leaning into Tempest’s touch. “It was pretty exciting. I wouldn’t say no to it happening again next time.”

Tempest kissed Twilight’s cheek. “I’ll keep that in mind.” Grabbing some keys off the nightstand, she started to unlock the cuffs.

Twilight dropped onto the bed, rubbing her sore wrists. She then gave Tempest a playful smirk. “Oh good, you didn’t forget to release me and leave me shackled all night. Again.”

“I would never do that to my favorite princess,” Tempest assured, stroking Twilight’s cheek.

Twilight rolled her eyes, wrapping her arms around the mare’s neck and giving her a peck on the muzzle. “Uh huh, sure you wouldn’t, Fizzle.”

Tempest frowned, putting her hands on Twilight’s hips. “Oh, using the real name are we?”

Twilight smiled mischievously, resting her head on Tempest’s shoulder. “Why yes I am. Are you gonna do something about it, Fizzle?~”

“I’ll just have to punish you harder,” Tempest promised, wrapping her arms around her lover's waist.

“Well, Garble and Lavender won’t be back from my parent’s place until Monday, so you have plenty of time to punish your pet~” Twilight reminded her, nuzzling her lover’s cheek. “Maybe even put a foal in me.” Twilight winked.

Tempest smirked, pulling Twilight even tighter against her. “I am not opposed to that idea at all.” She reached up, pulling the ring off Twilight’s horn and putting it on the night stand. “Know any spells that’d help?”

“I few a few~” Twilight planted a kiss on Tempest’s lips, closing her eyes.

Tempest chuckled, holding Twilight close as her own eyes shut. “Then we are going to have the best weekend ever~” She chuckled again, rubbing Twilight's back. “I bet we’ll give Flurry an alicorn cousin.”

Twilight hummed happily at that, smiling as she pictured a new addition to her family. “We’ll have to contain their power right away. I don’t want a super powered wail shattering the castle.”

Tempest chuckled, shaking her head. “Yeah, I can’t imagine the Tree of Harmony would hand us another castle.” Rubbing Twilight’s belly, Tempest sighed in contentment. “Thank you.”

“Hmm, for what?” Twilight opened her eyes to look up at her.

“Everything,” Tempest whispered back, kissing Twilight’s forehead.

Twilight smiled gently and gave Tempest a peck on the lips. “Everypony deserves a second chance. You did the right thing when it mattered most. I’ll gladly put my faith in you going forward.” Twilight gave her another kiss, this one lingering for a few moments.

Fleur De Lis Time Thief

“You know, if you held your head up while going down the runway, it would leave a much better impression,” Fleur spoke as she walked toward a newer model. They had both just come off the runway, on their last walk over.

The younger earth pony smiled and nodded. “I’ll keep that in mind, thank you. My manager keeps telling me to strike a balance between confidence and approachability. You were stunning out there by the way.”

Fleur smiled, stepping closer to her. “I must also point out that that dress brings out your beauty quite well.”

The younger mare’s smile grew and she held up the bottom of her dress. “Thank you, I could say the same to you. Though you’re so lucky. Your white fur goes with everything. Still, I think the organizers outdid themselves when they picked our outfits. I’m definitely picking this up when it gets released this season.”

Fleur looked the young mare over. “So, what’s your name?”

“I’m Silk Scarf,” the mare replied, dropping the dress and held her hand out. “I hope we can work together more. I’m a huge fan of your work.”

Fleur took her hand, kissing it. “A pleasure to meet you, Silk. It’s always nice to work with an admirer.”

Silk waved her off. “The pleasure is all mine. This was the last thing I was scheduled to do today, what about you?”

Fleur rubbed her chin. “Well, I have a... ‘rejuvenating’ procedure scheduled for today.”

“Ooh, a trip to the spa huh?” Silk said. “That’s always wonderful after getting this makeup caked on us and having spotlights beating on us. I won’t keep you.” Silk waved and turned to leave.

Fleur gave her a smile. “Would you like to come with me?”

Silk turned back. “I’d be happy to join you. You wouldn’t mind if I asked for more modeling advice, would you?”

Fleur waved her off. “Of course not. Just go get changed and meet me out back.”

Silk nodded and smiled. “I’ll be there soon.” She walked away at a brisk pace.

Fleur walked out the back door and leaned against a nearby wall. She pulled out a compact mirror, double checking to make sure she had properly removed all the stage makeup. She frowned, noting the beginnings of crow's feet around her eyes. Before she could dwell on that, she heard the door open and turned to see Silk step out in a thin, blue jacket, a black tank top and shorts that barely contained her ass.

“Trying to show off?” Fleur asked, taking in Silk’s new look.

Silk chuckled and ran a hand through her purple mane. “This was my manager’s idea. She told me I should start dressing provocatively to boost my confidence. I used to wear band shirts and jeans on my downtime.”

Fleur tsked. “You should always wear what you’re most comfortable with. Being confident in your looks means you should be able to make anything look good.”

Silk giggled. “Care to tell my manager that? I don’t want to get in trouble with her for ignoring her. She does mean well after all.”

“I could try,” Fleur offered, pushing away from the wall. “Are you ready?”

Silk nodded and stepped up to Fleur. “Yeah, lead the way, Fleur!”

Fleur lead the way, chatting up Silk. They finally arrived at their destination, right out front of an orphanage.

Silk quirked a brow, reading the plaque on the gate. “Uh, did we make a wrong turn or something? How did we end up at an orphanage?”

Fleur sighed, running a hand through her mane. “I am truly sorry about this, Silk, but, if I don’t feed well... lets just say they’ll be sweeping me off the street.”

“Uh, you’re not making any sense, Fleur.” Silk turned away from the gate to give the other mare a confused look.

Fleur placed her hands on Silk’s shoulders, suddenly pulling her into a deep kiss. Ignoring Silk’s cry of surprise, Fleur’s horn shined brightly, drawing something out of her. After a few moments, Silk’s struggling stopped and she suddenly felt lighter. Fleur held the kiss, feeling Silk dwindle in her grasp. She pulled away, smiling as she saw a young filly in the place of the mare that had been there just a moment prior.

“Does it make sense now, Silky?”

The filly looked down at herself, squirming in Fleur’s grasp. “Wh-what the Tartarus did you do to me?!” she shrieked.

“My, my, such language.” Fleur frowned at her. “If you calm down, I’ll tell you.” Silk stopped squirming, looking at Fleur in fear. “That's a good girl.” Fleur shifted the filly in her arms. “I suppose you could call me a vampony. Though, instead of blood, I feed off age.”

“W-were you born like this?” Silk questioned, examining Fleur carefully. Fleur now had the air of youth, all signs of age having been purged from her form.

“No, this is... something I picked up later.”

“A-and now I have to age normally again?” Silk whimpered, looking down at her diminutive form.

“Exactly.” Fleur smiled. “You get another foalhood. Most ponies would kill for this.”

“B-but I was happy with my life.” Silk’s ears pinned to her head. “I had my dream job and everything.” Her eyes went wide in realization, and she turned to the orphanage in horror. “N-no! Please!”

“I’m afraid I have no other choice,” Fleur said, starting to walk towards the building. “With my busy schedule I cannot give a child the attention they deserve. In a few moments, your memories will fade and your new life will officially begin.”

“No! Please!” Silk begged, tears streaming down her face.

Fleur raised her hand, ready to knock on the door. She bit her lip, finding herself hung up on the knock. After a moment of debate, she let her hand fall. She couldn’t keep doing this. At least, not to ponies like Silk.

“Silk,” she spoke softly, looking down at her.

“Wh-what?” Silk flinched under Fleur’s gaze, sniffling weakly.

“I take it you don’t want to forget?”

“Of course not.” Silk shook her head vigorously. “I have friends and family. It would be awful to just forget them.”

Fleur sighed, summoning up her magic. She sacrificed a few of her newly acquired years, fueling a memory reinforcement spell. “There. Now you won’t.”

“You’re going to let me remember everything?” Silk questioned. “Aren’t you worried I’ll expose your condition?”

“What if...” Fleur thought for a moment. “What if you stayed with me?”

Silk tilted her head. “You’d take me in? I mean, I guess I wouldn’t be opposed. It certainly beats potentially being shipped halfway across Equestria.”

Fleur smiled. “How about a deal? You don’t turn me in, and I’ll limit my diet.”

“I promise not to tell,” Silk agreed. “But maybe you don’t have to limit your diet, just be more selective with who you do this to? Like suicidal ponies or criminals?”

Fleur held her hand up. “It’s a deal.”

Silk smiled and settled into Fleur’s grasp. “Guess this means I should call you Mom.”

Fleur giggled. “Only if you want to.” Her smile turned devious. “You know, I could make you a little younger if you want.”

Silk gulped and her pupils contracted into pinpricks. “Please don’t put me in diapers.”

“Aw.” Fleur pouted. “I bet you’d be adorable.”

“Fleur, please,” Silk pouted, “it’s gonna take forever to get back to my normal age as it is.”

“Alright, alright.” Fleur bounced her, turning her back to the orphanage. “You know, I have an idea that will allow you to keep your old life.”

“What’s that?” Silk asked, holding onto Fleur’s dress as the model walked down the street.

“Well, I happen to know a zebra...”

Fleur stood in an alleyway, watching a house on the outer edge of Canterlot. She had remained true to her word with Silk and had only stolen the age of ponies that truly needed a second childhood. Which is why she was out at a ghastly hour watching the home of a pony that seemed lonely and depressed. Thankfully, she had picked up many useful skills in her long life. Including sneaking and most useful of all, lockpicking.

The last light in the home flickered off, causing her to start slowly making her way toward the home. She kept an eye out for passersby as she went about picking the lock on the gate. Once it was open, she slipped inside the yard. Crouching down, she made her way to the door, wasting no time in picking it. She slowly pushed the door open, not daring to make a sound as she crept inside. Once she closed the door behind her, she stopped to examine the home’s interior.

It was rather basic, some Pikea furniture from the looks of it and several bookshelves. She glanced at the closest bookshelf, noting the various tomes on vampirism.

“Seems somepony is interested in the occult,” she muttered to herself. She found a set of stairs, deciding to climb them. Choosing her steps carefully, she made her way to the top floor. Spotting a closed door, Fleur made her way over to it, wincing as a floorboard creaked. She went still, holding her breath as she listened. She let it go when she heard nothing within the home stirring. She opened the door, slowly stepping into the room. When she did, she felt something against her hoof, and was suddenly being hoisted into the air.

“Gah!” she cried, flailing around, in a rather undignified manner. She tried to use her magic against the net she was in, only for it to sputter and spark. “Holy water,” she grumbled. “Those vampirism books aren’t just for show.”

“Whats all that noise!?” A stallion jolted up in the bed. “Aha! Tryin’ ta steal my blood huh?!”

“Um, you’re dreaming,” Fleur said, waving a hand in front of her as he turned towards her. From what she could see he had a messy brown mane and dark green fur.

“I ain’t fallin’ for that!” He grabbed a fire poker, weakly prodding her side.

“Stop that.” Fleur tried to bat the poker away. “That’s irritating, and you might ruin my outfit.”

The stallion snorted. “And you tried to ruin me!”

“I wasn’t going to suck your blood,” Fleur said, pouting at him as he continued to prod at her side.

“A likely story.” The stallion reached over, grabbing a holy symbol of Faust. “Well, you can’t get me now.”

“Can you stop poking me long enough to hear me out?” Fleur asked, squirming in a vain attempt to get away from the poker.

“Speak demon!” the stallion shoved the symbol in her face. “You can’t lie in face of the All Mother!”

“Was the shouting necessary?” Fleur deadpanned, giving him a flat look. “I am two feet from you, I can hear you just fine.”

“Speak!” he commanded, poking at her side.

“Ugh, I just had to get caught by a crazy,” she grumbled. She took a deep breath and composed herself. “I am not a typical vampony, I do not feed on blood. Instead, I feed on age. Those I feed on become younger. I also don’t feed indiscriminately. I try to limit my “victims” to depressed ponies and criminals. Last Tuesday I fed on a loan shark.”

He narrowed his eyes. “Lemme see your fangs.” Raising the poker, he prods her muzzle.

She leaned back and glared at him. “Careful with that thing, you could knock a tooth out with that.” She opened her mouth, displaying her lack of fangs.

He rubbed his chin. “Damn crafty vamponies.” He moved over to his bookshelf, rummaging through his books.

“This isn’t an illusion,” Fleur spoke up. “My magic was knocked out by the holy water this net is soaked in.” Her face then lit up, a mischievous idea coming to her. “Though maybe I hypnotized somepony to enchant my clothes for me.”

He turned to her, moving over to her. “Don’t try any funny stuff.” He cut the net open, sending her sprawling to the ground. He then reached over to his nightstand and dumped a canteen of holy water over her. She sputtered and cringed for a moment as he reached for her top.

“Let’s get this off.” He tugged it off, tossing it away. He paused for a moment, gulping when he saw her modest bust covered in the water being contained by a tailor made bra with her cutie mark decorating the band beneath the cups. “What about that?” he asked, pointing at the bra.

“That might be the source of the enchantment,” Fleur replied, having to suppress a smirk as she watched his body language. “Only one way to find out.”

The stallion grunted, reaching behind her, unhooking her bra. She held her arms out so he could easily pull it off and watched his eyes as her breasts were freed. Just as she hoped, he was staring at them.

Licking his lips, he reached down and hooked his fingers under the waistband on her pants. She shimmied out of the pants, kicking out of them and posing to show off her legs and thong. Her smirk grew as a thin line of blood ran down his nose.

“Is this your first time undressing a mare like me?” Fleur teased, breaking him out of his trance.

“N-no,” he responded, quickly removing her thong. The line of blood got worse as she spread her legs to show off the lips of her pussy.

“Well, do you believe me now that I’m not a typical vampony?” she asked, opening her mouth to show she still lacked fangs.

“Fine...” he admitted, unable to look away from her crotch.

“Does that mean you believe my story?” she asked, giggling as she used a hand to cover her crotch.

“Er... I suppose...” He looked up at her face, rubbing his neck.

“I have to apologize,” Fleur said. “I almost turned you into a foal due to a misunderstanding. You’re not depressed.The reason I always saw you alone was because other ponies were off put by your passion for studying the occult and monsters, right?”

“Not that anypony believes me...” he grumbled, crossing his arms. “Buncha morons.”

“It is rather odd that belief in things like vamponies has dwindled so much,” Fleur agreed, moving to sit with her legs crossed. “I mean, there are all sorts of strange forms of flora and fauna that are commonplace. Maybe somepony proposed that vampony stories were just anti-strix propaganda and the idea spread like wildfire?”

He frowned more. “Stupid vamponies, making me look crazy...”

“Well, you’ve caught something like a vampony,” she offered. “Now you can take solace in the fact that you’re not crazy.” She flashed him a smile.

He smiled back. “Yeah, I guess that's true...”

“If it’s not too much trouble, could I have a towel?” she asked, indicating her dripping form. “Holy water always feels like an army of ants crawling all over me.”

“No way.” He shock his head. “I let you dry off and your magic comes back.”

“I told you that I only feed on depressed ponies and criminals,” she said, giving him a pitiful look. “You said you believed me.” She sniffled and quivered her lip at him.

“Grr... fine.” He got up, walking into his bathroom. He came back, tossing her a towel.

She caught it and thanked him. She slowly rubbed the towel into her fur, making sure to get all the holy water off of her while making sure she didn’t fluff her fur out and look silly. She pretended to not notice him staring at her as she stood up and dried off her legs and ass.

“Much better~” Fleur smiled, tossing the towel at him. “So, what’s your name?”

“Oakheart,” he replied quickly, blushing as he tried to avert his eyes from her.

“A pleasure to meet you Oakheart.” She smiled at him. “I’m Fleur De Lis.” Fleur posed, pushing her chest out. “So, what are you going to do with me?”

Oak rubbed the back of his head. “W-well I guess I can let you go. I mean, you have your magic back and you’re not attacking me or anything.” He coughed into his hand and tried to put on an intimidating look. “B-but I’ll be keeping an eye on you to make sure your story about your feeding habits checks out.”

“Oh yeah?” she reached out, cupping his chin. “You want to go out with me tonight?”

“Uh, what time is it?” He looked over at his clock and quirked a brow. “It’s three in the mornin’, is there anyplace open for us to go?” He blinked, a blush exploding onto his face as he realized what she said. “Wait, when you said, “go out” did you mean like a d-date?!”

Fleur rolled her eyes. “No, Oakheart. If I’m not feeding on you tonight, I have to find a new meal.”

Oak deflated slightly and chuckled, rubbing the back of his head. “R-right.” He turned his head, muttering, “As if a famous model’d ever ask ya out, moron.”

Smiling, she pulled away. “Of course, I wouldn’t mind getting to know you better.”

“I guess I could tail ya while ya find another pony t’feed on,” Oak agreed, crossing his arms over his chest. “But I’m not gonna fall fer any tricks.”

Fleur giggled, using her magic to dry her clothes. “I promise, there are no tricks, Oak.”

He nodded and grabbed a few supplies from around his room. “Ya haven’t really given me a reason t’doubt ya so far, but I ain’t takin’ any chances.”

“Right.” Fleur pulled her clothes on. “I’ll meet you outside, alright?”

He nodded again as she made her way out of the house. She slipped past the gate and leaned on a lightpost on the street as she waited for him to get ready.

“How did someone like that catch me?” She grumbled to herself, crossing her arms under her breasts. “At least he fell for my charms.” She sighed and shook her head. “He was odd, but at least he listened to reason once he calmed down. Really glad he didn’t slay first, ask questions never.”

Fleur shook her head, banishing the thought of a stake being driven through her heart. “Faust, that's a scary thought.” She turned her head at the sound of Oak’s gate creaking and saw him step out in a jacket, jeans and a belt with bits of equipment dangling from it.

“Sorry ta keep ya waitin’, Miss Fleur,” he told her. “I misplaced the garlic in the pantry.”

Fleur rolled her eyes. “I assure you Oak, nothing besides the holy water is going to affect me.”

“Better t’be safe than sorry,” he replied with a chuckle. “But I’m hopin’ I don’t need any of this. I wanna trust ya.”

Fleur nodded, pushing away from the lamppost. “Come on, this way.” She turned, walking down the street. Running down her mental list, she moved towards her next target. Oak followed a few steps behind, a hand hovering over a flask of holy water as he silently hoped to not need it.

Slinking like a cat in the night, Fleur climbed over a fence, dropping into the yard. Crouching low, Fleur made her way to the backdoor, picking the lock. Oak tried to copy her movements, only to fall like a ton of bricks when he climbed the fence onto his back. He groaned softly, pulling himself to his hooves.

“Quiet,” Fleur hissed, glaring back out him. She pushed the door open, creeping inside.

“Sorry,” Oak whispered, following her inside. “This ain’t somethin’ I do on a regular basis.” He held his supplies, making sure they didn’t make a sound.

Fleur turned her back to him, making her way inside. The home was upper middle class, quite common for the outer edges of Canterlot. The kitchen was a mess, with dishes piled in the sink, and bags of trash littering the floor.

Oak looked around the home, seeing various decorations that seemed expensive, including a fancy, tall vase.

“So is this the home of a depressed pony, or a criminal?” Oak whispered, stepping over a pile of old newspapers.

“Something of both,” Fleur whispered back, moving towards the stairs. Carefully timing her steps, she moved up to the second floor, looking around.

“Care to explain?” Oak pressed, silently moving to her side. His muzzle scrunched up when he saw the mix of money and mess continued on the second floor, the trash replaced by dirty clothes.

“A down on her luck criminal who lost her family to violence,” Fleur clarified. Stopping at the bedroom, she placed her ear to the door. She nodded when she heard nothing inside the room. She checked the knob, finding it unlocked. She slowly opened the door, slipping inside.

Stepping up to the bed, she gently shook the sleeping pony. The pony’s eyes fluttered open and she jerked upright when she noticed Fleur.

“How did you get in here!” she cried.

“Relax,” Fleur held her hands up. “I’m not here to harm you.”

“That’s not reassuring when you’ve broken into my house in the dead of night,” the mare growled.

“I’ve come to offer you a second chance. A real second chance.”

“What the hay are you talking about?” The mare relaxed slightly, settling in her bed.

“Well, see, I need to feed to stay young,” Fleur began, putting her hands down. “If I feed on you, it’ll leave you a lot younger. As young as you want in fact.”

The mare laughed and rolled her eyes. “Okay, then make me a little filly barely out of diapers.”

Fleur stepped closer, her horn glowing. “As you wish.” She grabbed the mare’s head, pulling her into a kiss, draining the years out of her.

Oak’s eyes bulged as he watched from the doorway, feeling a twitch in his crotch as he watched Fleur kiss the mare. When Fleur pulled away, there was a tiny filly in her arms.

“There!” Fleur smiled down at the filly. “Just like you wanted.”

“Holy shit!” the mare turned filly cried, looking down at herself. “You weren’t kidding!”

Fleur giggled, cradling the tiny filly. “Now, you have one last choice to make, little one.”

“What choice is that?” She tilted her head at Fleur.

“If you want to keep your memories or not.” Fleur bounced her gently. “You have a few moments to decide if you wish to hold onto them, or, become tabula rasa.”

She shook her head. “I’ll become a blank slate. The only things I have that are worth remembering are dead and gone.”

Fleur nodded, giving her a hug. “What’s your name?”

“Starry Night,” the mare replied, returning the gesture and closing her eyes.

“That's a nice name,” Fleur commented, running a hand through the wisp that was the filly’s mane.

“Thank you,” she murmured, drifting to sleep as her memories faded. She let out a soft snore, resting her head on Fleur’s chest.

Fleur stayed there, gently rocking Starry. “See?” she turned to Oak, showing off her newly restored looks.

Oak smiled and stepped up to her. “I’m glad I took a chance on ya. I won’t bother you none about your feedin’ anymore.” He gently patted Starry’s head. “Ya look mighty comfy with a foal in your arms.”

Starry shifted a little, cracking an eye up. She gazed up at Oak, blinking tiredly.

“Aww, I didn’t mean t’wake ya,” he cooed, scratching behind her ear. “Hush now, quiet now~” He started to sing until her eyes started to droop closed.

Fleur glanced at him. “I... didn’t expect you to be good with foals.”

Oak rubbed the back of his head. “I’m the oldest of four, I helped take care of my siblings when my parents were busy or trying to get alone time.”

Fleur giggled, shooting him a smile. “And you think I look good with a foal in my arms?”

He chuckled. “You look good no matter what. I said you looked comfy with one in your arms.”

“And what makes you say that?”

“Your body language and the little things you did to keep her comfy,” he explained, shrugging.

Fleur glanced down at Starry. “I’ve always loved foals.”

“I’ve got a soft spot for them too,” Oak admitted, a soft smile on his face. “My siblings drove me nuts, but I couldn’t help feelin’ proud of em’ whenever they showed me grades, art projects or what have ya.”

“Unfortunately, I don’t really have time for little ones.” A sigh escaped her lips, and she gazed down at Starry longingly.

“Can’t ya make time?” Oak asked, looking down at Starry with a pout. “Don’tcha have enough money to only work when ya really need to?”

“I... never thought of that...” Fleur admitted.

Oak chuckled. “Glad I could give ya the idea then.” He gently patted Starry’s dark blue mane. “For a criminal, she makes an adorable foal.”

“Yes, she does,” Fleur agreed. She reluctantly pulled Starry away, setting her on the bed. Humming a soft lullaby, she wrapped the fillies oversized shirt around her waist.

“Plannin’ on takin’ her t’the orphanage?” Oak asked, watching Fleur swaddle the filly.

Fleur stared down at the sleeping filly, lost in thought. She bit her lip, debating her options. Oak’s idea was tempting. Motherhood was something that had always nagged at her. While she had been looking after Silk, it wasn’t exactly the same.

“If ya ever need a foalsitter, I’d be happy t’help,” Oak offered. “I do know your secret after all.”

Fleur glanced back at him, smiling. “Perhaps you’d like to be my partner in crime?”

“I don’t see how I can refuse,” he replied, smiling back at her.

Fleur lifted Starry up, kissing her head. “Looks like you got a new family, Starry.”

Oak smiled and kissed Starry below the horn. “Hopefully raisin’ a unicorn isn’t too different from earth ponies.” He chuckled.

“So.” Fleur moved towards the door. “Where do you want to go for our first date?”

“How does the little cafe on Main Street sound?” Oak moved to her side and put an arm around her. “It has good food and a view of the castle.”

“I’d like that, I’d like that a lot.”

A month passed and Fleur had become the proud parent to Starry Night. She had received some fan mail from disappointed fans that she’d be modeling less, but overall they were happy she was making a foal’s life better. Oak had moved in with her as well, and while the paparazzi were having a field day with her relationship, she was happy. Even if Oak constantly asked questions about her “condition”.

He did deserve to know, that much she admitted. Talking about it however, was something she struggled with. She had always just kept it all to herself, even her closest friends and associates had no idea about it.

Striding out into the kitchen, clad in her favorite robe, Fleur greeted her family. “Good morning, everypony. I hope you all slept well.”

“I’ve slept perfectly for the last month.” Oak smiled at her. He put down the spoon and mashed peas he had been feeding Starry and got up to pull Fleur into a quick kiss. “Mornin’, hon.”

“Good morning.” She returned his kiss. “How are the kids?” she asked, taking her seat. “I hope our resident short adult isn’t giving you trouble.”

“Silk’s fine,” Oak assured her. “She’s in the family room right now, finishing off her second glass of oj.”

“Good.” Fleur levitated her plate over. She proceeded to eat quietly, staring at her food. Summoning up her courage, she finally spoke. “Oak, we should... talk.”

Oak frowned and moved behind her, rubbing her shoulders. “Somethin’ on your mind, hon?”

Fleur leaned back, gazing up at him. “Well, you’ve been asking a lot about me and my ‘condition’.”

“And you said you’d tell me when you’re ready,” he replied. “I take it you feel you’re ready?”

“I think so.” Fleur nodded. “I’ll tell you while you give Starry the rest of her breakfast.”

Oak nodded, leaning down and kissing her cheek before picking up the spoon and jar of baby food. He resumed feeding the fussy foal, motioning for Fleur to keep going.

Fleur took a deep breath, gulping down a good portion of her coffee. “Tell me Oak, how much do you know of Mad Queen Florence of Prance?”

“I know there’s a ton of stories about her in Prench myths,” he replied. “Tons of conflicting accounts on whether she summoned a demon, became the bride of a demon, or became one herself. The stories only agree that she was terrified of dying and losing her beauty.”

A far away look crossed Fleur’s face. “I emptied the treasury more than once, searching for a way to stave off the march of time. The peasants suffered greatly, many couldn’t afford the taxes.”

“Wait, you’re Queen Florence?” Oak gaped at her, pausing to look her over. “But that would place you on the pre-Nightmare Moon side of history.”

Fleur focused on him, flashing a smile. “I make a thousand look good, don’t I?” Clearing her throat, Fleur resumed her tale. “I sent my knights out after every rumor, every potion, every spell, that was said to extend one’s looks. I made my country poor and miserable.” A bitter laugh escaped her lips. “And I didn’t care in the slightest.”

Oak reached out across the table and took one of her hands, giving it a squeeze. “That’s not you anymore. You’re Fleur, not Florence now. And Fleur is the sweetest mare I’ve ever met.”

Fleur smiled, squeezing his hand. “In the end, I was getting desperate. Sending armies to villages, demanding that they aid me in my quest.”

“Did this lead to your current condition?” Oak guessed.

“Directly, actually.”

“Does it involve a gypsy curse or somethin’?”

Fleur chuckled. “In a way, yes. Though, I didn’t know that at the time.” Fleur gazed down at her plate. “Oak, you have to understand, I was... getting desperate.” A wave of shame rolled over her as she resumed speaking. “I-I even debated...”

“Debated what?” Oak asked, giving her hand another squeeze. “Hon, I promise that no matter what you tell me here, I won’t judge ya.”

Fleur’s voice was barely a whisper. “Bathe in the blood of virgins.”

Oak’s face contorted and he let out a snicker. “Wh-why in the name of Celestia’s rainbow pubes did you think that would work?”

“It’s not funny!” Fleur slammed a fist onto the table. “I was going to kill ponies!”

“Sorry,” Oak patted the back of her hand. “You’re right, that was a bad mental space to be in.” He stood up, moving over to her seat and picking her up. He then sat down with her in his lap. “Keep goin’, hon.”

Fleur laid her head on his chest. “One evening, an old mare approached my throne. She told me she had the thing I sought so badly. She and her sisters offered it to me, a gift to the queen they called it.”

“And what form was the gift in?” Oak questioned. “A potion, spell, or somethin’ else?”

“A tri casted spell.” Fleur gazed up at him. “And a soak in a very foul smelling potion.”

“And after that you became what ya are now?” he guessed, letting his hands rub her back through her robe.

“After a point. I didn’t have to feed, not at first. It was at least a year before I started showing signs of aging again. Rather irate, I went back to their home and confronted them.” Fleur shifted. “I remember her cackle as clear as day.”

“Somethin’ tells me that trio of mares were your first targets of feedin’,” he said.

“You’d think but, no.” Fleur shook her head. “I’m not exactly sure what they were. I was informed that no matter how much I took from others, I could not stave off the march of time. If I hadn’t started to feed, I would have lived a normal life, given or take a year. But, the more I put it off well...” Fleur gazed at the broom leaning against the door frame. “If I stopped feeding now, you could sweep me up into a nice urn.”

“I think I’d rather keep you intact for a long time.” Oak smiled at her and gave her a hug. “You’re not leaving me to raise these two by myself.”

Fleur hugged him back. “Which reminds me, we’ve been ignoring Starry.”

Starry babbled at them, holding her arms out and pouting at them. Oak chuckled and carefully got up, taking Starry out of her high chair. He then sat back down next to Fleur.

“This little girl just eats up attention. If we’re not careful, she’s gonna end up being spoiled.”

Fleur smiled, rubbing the filly’s head. “Hello sweetie, did you miss me?”

Starry babbled happily and grasped at Fleur’s chest in a feeble attempt to hug her.

Fleur took her, giving her a hug. “I missed you too.”

Oak pouted, letting his arms rest on the table. “She’s a momma’s girl, that’s for sure. Daddy gets no love ‘round here.”

Fleur giggled, placing her hand over his. “Perhaps we should try for a colt next time?”

Oak smiled at her. “I wouldn’t mind adding another addition to the family.” He chuckled. “With your lifespan, we might wind up makin’ a little army.”

Fleur grinned, leaning over and kissing him. She smiled, bouncing Starry gently. “What do you think hm? Would you like more siblings?”

Starry babbled happily and clapped for a few moments.

Fleur leaned in, narrowing her eyes. “Are you sure your memories are gone?” she asked, poking Starry’s belly. Starry giggled, grasping the finger that Fleur poked her with. “Come on, answer the question.” Starry tilted her head, staring blankly at Fleur. Fleur poked Starry’s nose. “I’m onto you.”

Oak smiled, leaning his head on an arm. “I’m one lucky stallion. I get to see you smile in a way that puts any ad or photoshoot you’ve done to shame.”

“I’m glad you enjoy it.” Fleur kissed Starry’s head. “I aim to please after all.”

Oak stood up, picking up Fleur’s empty plate and cup, taking them to the sink. He then left the room and came back with another glass. He then moved back to the sink, grabbed the dish soap and turned the tap on. “Silk’s readin’ a book right now by the way.”

“Ah, thank you.” Fleur stared after him before speaking. “You know... I’d like to make a foal. Between us.”

Oak turned back to her and grinned. “Ya think I was gonna just let those perfect looks of yours not get passed on? Trust me, once heat season rolls around, I’m gonna do my damndest to put a foal in that belly.”

Fleur leaned back, letting Starry play with her mane. “I’ll have to stockpile age. Enough that I won’t have to feed until the foal is born.”

“I’ll be sure t’help ya get a list of targets,” Oak told her. “I don’t think ya’d be able to sneak around with a baby bump.” He finished the dishes, putting them away and sitting back down.

“I don’t think so either.” Fleur batted her eyelashes at him. “Of course, we should have as much fun as possible before we do anything.”

He leaned forward and gave her a peck on the lips. “You’re such an insatiable minx,” he teased. “Though I can’t deny that I like the idea.”

A grin graced Fleur’s muzzle. “And when you get too old, I can just put you back in diapers.”

“Uh, how about you just make me 21?” Oak chuckled. “I’d rather not have to wait years before we can get intimate again.”

“Alright, deal.” She held her hand out, beaming at him.

He chuckled and took her hand, kissing it.“It’s a deal. I’ll be here for ya as long as ya want me around.”

“Considering you know my secrets, I think I’ll keep you for a few decades at the least,” she teased, winking at him. Her sexiness was ruined when Starry tugged on her mane. Fleur looked down at Starry and smiled. “Is somepony feeling ignored?” She poked the filly’s muzzle. “Well we can’t have that.” She looked up at Oak and mouthed, “tonight” as she got up and carried Starry to the family room.

The day progressed rather normally, with debates over who had to change diapers, flung baby food, a magic outburst that left hoofprints on the ceiling and two tired parents. Fleur tucked Starry into bed, turning her mobile on.

“There...” she whispered, stalking back towards the door.

“Always somethin’ new with her,” Oak whispered, a tired smile on his face as he stared at the crib. “Those magic outbursts are keepin’ me on my hooves.” He put an arm around her.

“It’s worth it.” Fleur used her magic to turn on the monitor, gently closing the door.

“Damn right it is,” he agreed, giving her a squeeze as they silently walked to their bedroom. “So much so that I wouldn’t mind if our foal’s a unicorn like their mama.”

Fleur giggled, giving him a shove. “Oh stop that.”

“Stop what? Givin’ ya my opinions?” he asked, shoving her back. “I only do that when ya bust out the ball gag.” She snorted, socking him in the arm. He laughed, trying to keep it quiet for the sake of Starry and Silk. After a moment, they slipped into their bedroom, closing the door behind them. Fleur pulled the belt on her robe and let it fall to the floor.

She smirked and flashed a pose for him, letting her hands drift down her sides. “So, I still got it or what?”

“Was there ever any doubt of that?” Oak asked, his eyes roving over her curves. He stood up, tugged off his own clothes and tossed them across the bedroom. “You could wear a trash bag and still be the sexiest mare in any room you walked into.” He grabbed his sheath and slowly coaxed himself to erection.

Fleur let herself fall back onto the bed, spreading her legs nice and wide.

Oak licked his lips, crawled into bed and put himself on top of her. He leaned down, kissing her while his hand snaked between her legs. He pushed two fingers inside her slit, causing her breathing to hitch for a moment.

“Oh yes, that's good...” she muttered, wrapping her arms around his neck.

“Only the best for my queen,” he whispered into her ear before tugging on it with his teeth. He pumped his fingers in and out of her, rubbing her clit with his thumb.

Fleur moaned, moving her hips against his hand. Oak smirked, leaning down to kiss and nip along her neck. He then moved his other hand up, tugging on her tail as if he were guiding the thrusts of her hips. Digging her nails into his neck, Fleur squeezed her eyes shut.

“H-hon,” he wheezed, his fingers pumping into her erratically. “Y-you’re chokin’ me, hon.”

“Sorry!” She released his neck, giving him a weak smile.

Oak took a deep breath before giving her a kiss. “It’s fine, hon. I’ll take that as a compliment. You felt so good that you didn’t realize what you were doing. Now, let’s continue.” He slipped a third finger into her, pumping his fingers faster.

Fleur let out a cry, throwing her head back as her inner walls contracted around his fingers. “Harder!” Fleur commanded, biting her lip. Oak did as she asked, moving his hand as fast as he could. He removed his hand from her tail, using it to pinch and tug on her clit. “Nggh...” she muttered out, wrapping her legs around him. He kept up his ministrations for a few moments more before Fleur let out another cry and coated his hand in femcum. He smirked and kept pinching her clit, prolonging her orgasm.

Fleur devolved into a moaning mess, Oak’s hand soaked in her juices.

He pulled his hand away from her, making sure she was looking at him as he popped a finger into his mouth. “Either you were pent up, or I’ve learned how t’press all your buttons,” he teased.

Fleur pouted, trying to regain her senses. Oak smiled and continued to clean his hand off. He then decided to kiss the base of her horn, causing her to squirm a little.

“Ya need a few before we go further?” he asked.

She nodded, her chest heaving up and down. He rolled onto his side, leaning on an elbow as he watched her catch her breath. After a few moments, her breathing evened out.

“Faust, you’re good with your hands,” she complimented, sitting up. “How’d you manage that?”

Oak smiled and flexed his fingers. “I’ve been working with my hands for years. I made that net I caught you in myself.”

Fleur giggled. “Well, I’m glad you did. Otherwise, who knows where you’d be now.”

“In a diaper,” he shot back, chuckling with her.

Fleur poked his nose. “Maybe, maybe not.”

Oak’s muzzle scrunched up on reflex. “Well, I’m glad I caught ya that night too. Curse or no curse, I love ya.”

Dragon Ritual(AU)

Author's Note

This chap includes: T/F. T/G, impregnation and some bad dragons. And it was a reader request.

Dragon Ritual(AU)

Garble strolled around the lavapools, ignoring the whispers he could barely catch. Ever since he had lost the chance to be Dragonlord because of that runt, Spike. As soon as he thought that name a frown worked its way onto his face. Every time he ran into the purple pansy, he somehow found a way to get humiliated.

“Stupid little pony lover!” Garble growled, kicking a rock. “Everything was fine until he showed his scales around here. Should’ve just stayed with his pansy pony pals!” The whispers stopped, but every dragon in the area made it a point not to look at him.

Snorting a plume of smoke, Garble’s thoughts turned to his parents. His father in particular had been furious that Garble had been constantly one upped by a hatchling that hadn’t even gone through his first molt yet.

“There’s gotta be a way to make that little runt pay...” Garble crossed his arms, diving into his thoughts. There had to be something; someway to repay all that humiliation… Beating Spike in Tail Wrestling or King of the Hoard wouldn’t be near enough. Besides, the little runt had proven that his small frame made him a natural at the latter. No, he needed something with drastic consequences. A way to leave a permanent reminder on the pony lover that Garble really was better than him.

“Come on think!” Raising his hand, he gave himself a good whack on the head; in the hopes of knocking something loose. Grumbling, he let his tail flick behind him in agitation. “Maybe Mom will know something? She loves history and junk like that.”

Deciding to drag his sorry hide home; he braced himself for his father’s disappointment. “Yeah well, I don’t live to make you proud...” he grumbled, glaring at the ground.

His parents’ cave was on the upper end of the canyon, a carving of a dragon breathing fire that his mother made marking the mouth of the cave. Walking inside, Garble eventually found a line of torches burning with orange flames that marked the paths to various parts of the home.

“Hey mom!!!” Garble called, following the path to the den. “I need your history junk!!”

He found his mother in the den, curled up around the family hoard and carving a stone aimlessly with her claws. Her coloring matched Garble’s and while she wasn’t the largest dragon in the Dragonlands, she certainly wasn’t a slouch either.

“Garble, why have you suddenly taken an interest in history?” the dragoness questioned, looking up from her carving to give her son a skeptical look. “I thought learning was for ponies.”

“Yeah well, I want to make that little pipsqueak pay and I can’t come up with anything!” he admitted, frowning up at her. “You gotta have something that can do it!”

Chuckling, she carefully picked Garble up and touched his snout with hers. “I might know of something that can help you, but I need to know more about what you’re trying to do. How exactly do you want to make him pay? I have to tell you, with how your father has taken it, a simple defeat won’t cut it.”

“Well uh...” Garble’s frown increased as he attempted to articulate his thoughts. “I want to show that little pony lover that I’m the better drake than he is!”

His mother nodded, looking up in thought. After a few moments, she looked down at him with a small smile. “I think I know something. The Ritual of Chud. It was started back when dragonesses were more rare and thus, birth rates were dangerously low. Two drakes enter into a trial by combat and the loser must become a dragoness and the mate to the victor.”

“Ha! That’s perfect!” Garble punched his fist, giving her a toothy grin. “I’ll put that runt in his place for sure!”

“Just be careful, this could backfire on you in a way that you can’t ever reverse,” his mother warned. “Are you prepared for the possibility of bearing this Spike’s eggs?” Her serious tone broke for a moment. “Though, I always did want a daughter...”

“Come on, Mom,” Garble started, waving her off. “There’s no way I’m gonna lose this! I’ve been in tons of fights and I doubt that pipsqueak has ever been in one without the backup of his pony pals.” His bravado gave way to confusion for a moment. “So uh… how exactly would he get turned into a dragoness exactly?”

“Magic of course,” she responded, petting his frills. “You’ll have to petition the dragonlord; she’ll oversee the ritual.”

Garble groaned, his disappointment causing him to ignore his mother babying him. “Well there goes that idea. Dragonlord Ember is friends with Spike; there’s no way she’d accept me challenging him.”

“She can’t deny a challenge, no matter who it’s from or against.” Placing him back on the ground; she gave him a gentle shove towards the door. “Now go, you must be confident and commanding when issuing your challenge.”

Garble flapped his wings and puffed his chest, turning to his mother before making his way out of the cave. “Are you kidding? I can be confident and commanding in my sleep! Trust me, Mom, the next time I come back to this cave, there’s gonna be a new member to our family! A pretty, purple one!” Laughing, he flew out of the cave as fast as he could.

The infernal itching of the Bloodstone Scepter’s summoning had returned in full force for Spike. It was just as bad as when Torch had called him to fight for the title of Dragonlord. The option of flying to Ember to answer the call was tempting, but Spike wasn’t quite confident that his new wings could make the trip.

Instead, he had borrowed a chariot from Celestia; who was more than willing to help out her dragon ambassador. “Why didn’t Ember just come see me? Why’s she gotta use that dang scepter?”

“Maybe it’s that special time of year for dragonesses and she wants you to lend a helping claw?” One of the guards pulling the chariot suggested, turning back to Spike with a grin.

Blushing, Spike looked away. “I don’t think I’d be all that great at that kinda thing. I don’t really know a lot about dragon biology.”

“Well, for a first timer it’s best to be up front about that sorta thing,” the other guard, a mare, suggested. “She’ll probably understand and take the lead. Who knows, maybe she likes being in charge of the bedroom?” she concluded cheekily.

Spike groaned, trying his best to shrink into his seat. He winced, hearing the pair sharing a hearty laugh. “Why me?” The feeling of the chariot connecting with the ground was a godsend, making him leap out. “Thanks for the ride! Safe trip back!” he hurried off, making his way to Ember’s den.

The den was well taken care of, various treasure piles arranged into a small circle that left plenty of room to walk around. What was surprising was that Ember wasn’t alone. Standing next to her was Garble wearing a grin like the proverbial cat that ate the canary.

Ember smiled, ignoring Garble’s presence. “It’s good to see you finally have your wings, Spike. I’d share a gemstone or two but...” She paused, thrusting a thumb at Garble. “Idiot over here has issued a challenge.”

“A challenge?” Spike asked, walking further into the cave to stand a few feet away from Ember. “What kind of challenge would Garble issue me?”

Garble opened his mouth to speak, only to be silenced by a wing to the face. “The Ritual of Chud. Two drakes enter a trial of combat; the loser leaves combat as both a dragoness and the winner’s mate.”

Spike blanched, his mind shutting down for a split second. Putting his small claw into his ear, he attempted to clean it out. “I’m sorry, I must not have heard you right. What was that last part?”

“The loser becomes the winner’s mate,” Ember repeated, giving Garble a harsh glare. “It’s an old ritual, from when there were more drakes and few dragonesses. It’s been centuries since it was last invoked.”

“Okay, so what would happen if I said no bucking way?” Spike asked, putting his hands together and pointing them at Ember. “Just as a hypothetical.”

Ember’s face etched into a frown. “Then I would have to exile you from the dragonlands. No dragon would acknowledge your existence for at least three centuries.”

Sucking in a deep breath through his teeth, Spike scratched the back of his head. “Yeah, that’s what I was afraid you’d say. Guess I don’t have any real choice here.”

“No, you don’t.” Garble grinned, stepping into the circle. “I’ve been itching to put you in your place, runt.”

“So you’ve wanted this all along?” Spike retorted, doing his best to hide his nerves as he stepped into the ring. “There were simpler ways, Garble. Like asking me out for dinner.” He wiggled his brow while getting into a fighting stance that Rainbow Dash had taught him.

Ember stepped into the center of the circle, planting her scepter in the middle. “Neither of you may leave until one concedes. The loser will be transformed and the two of you will consummate your new relationship.”

“Uh, as in right here or in private?” Spike questioned, recoiling as he imagined Ember watching him have sex with a female Garble.

“It must be here,” Ember responded, stepping out of the circle. “If the winner cannot bring his new mate to release before he does, then he shall share her fate.”

“Wait what?!” Garble boomed, gaping at his leader. “So even if I win this fight I could still wind up a chick?!”

Ember grinned, crossing her arms. “It’s too late to back out now, idiot. You have to live with the consequences. Now.” Raising her hand, the scepter shot out two strings of energy; which wrapped around their tails. “Begin the trial!”

Growling, Garble charged at Spike and attempted to punch his opponent in the snout. Spike spun on his heel, deftly avoiding the strike and elbowed Garble in the back as the confused drake whizzed past him. A barrier flickered to life as Garble moved towards the edge, which he walked right into.

“Huh, would’ve thought you’d be better at this,” Spike commented, watching Garble peel himself off the barrier. “You are the one with the domination fetish after all,” he taunted, shooting the drake a grin.

“You are going down!” Garble roared, flaring his wings out. Garble stalked towards his opponent, deciding to be more cautious this time around. “I’m going to enjoy filling you with eggs.” Snapping forward, Garble grabbed Spike’s arm, tossing him into the barrier. Spike caught himself on the barrier, pushing off of it and swooping down with a flap of his wings to launch himself into Garble’s stomach.

“Like Tartarus I’m going to become your play thing!” Spike slammed his head into Garble’s gut, slipping away before he could retaliate. Following up, Spike whipped his tail into his opponent’s legs and knocked the red drake over. “You’re just a dumb meathead who takes his insecurities out on everyone else.”

“Don’t talk like you know me, pansy!” Garble seethed, kicking his leg right into Spike’s crotch before scrambling to his knees. “This wouldn’t be happening if you just stayed with those dumb ponies!”

Wincing, Spike stumbled backwards to keep himself out of Garble’s reach. “What is your problem?! You’re the exact reason Ember’s sending Smolder to Twilight’s school.” Drawing in a breath, he blew a gout of fire, using it to keep Garble distracted.

Garble let the flames wash over him, walking out to find Spike skirting along the edge of the ring. “Like I care about that school. Dragons should just do our own thing like we always have.” Moving forward, he swiped at Spike’s chest. “Just give up, I promised my mom I’d be bringing someone pretty home.”

“No thanks, kinda like being a guy,” Spike replied, grabbing Garble’s arm before he could retract it and twisted it behind the red drake’s back. “I intend on going back to Ponyville, you can stay here if you want.”

“Dumbass, that’s not how it works,” Garble spat, struggling to free himself. “Mates never live apart. This ritual would bond us for life. Hope you said goodbye to your pony friends.”

Spike growled, punching Garble in the small of his back. “Sorry, but it’s more like you’re going to need to get used to live around namby pamby ponies.” Spike punched him again, digging his fist in. “I know Rarity will want to make you as pretty as possible.”

Garble groaned, twirling them around and slamming Spike into the barrier. “Give. Up!” Garble slammed his back into the barrier again and again, smoke rising from his snout.

“No!” Spike boomed, letting go of Garble and dropping to the ground before the drake could slam them into the barrier again. Jumping to his feet again, Spike let loose a flurry of blows against Garble before he could get away from the barrier.

Garble winced, swiping a claw out at Spike. “That’s fine, I can put you in your place, pony lover.”

Spike, let the claw hit him, stepping up to Garble and elbowing him in the gut. “You should’ve just tried not being such a jerk.” Before Garble could reply, Spike delivered an uppercut to his opponent’s jaw.

Garble swayed, falling to his knees. “No way... I’m not going to lose to a runt...” Trying to stand, he was met with a kick to the gut.

“I’m not the runt you met at the migration anymore,” Spike told him, flames licking past his teeth. “Give up or I’m knocking you out.” He watched Garble for a moment, cracking his knuckles. “I’ll count to five, then I’m just going to punch you.”

Garble clenched his fists, Spike’s counting falling into the background of his perception. Somehow, the pony lover had put up more of a fight than he ever expected. With a roar, he launched himself at Spike, towering over the smaller drake.

Spike reacted quickly, jumping out of the way of the lunge and swatted Garble across the face with his tail. Jumping on Garble’s back, he managed to get him in an a full nelson. “You aren’t going to win, Garble.”

Garble tried to reply, only for a strangled string of nonsense to come out. Collapsing to his knees, he feebly tried to grab at Spike’s head. Leaning his head back away from Garble’s grasp, Spike increased the pressure on Garble’s neck.

A sense of pride filled him as Garble’s struggles weakened. “I guess we’ll be saying goodbye to Garble, and hello to Ramble.”

Spike let go of Garble and the red drake collapsed to an unconscious heap. Ember nodded, slamming her scepter to the ground to let the barrier dissipate. “Congratulations, Spike, that was a hard fought battle. Garble will be changed now and you may claim your mate once she is awake.”

“Right, still gotta do that...” Stepping out of the circle, Spike kept his eyes on Garble. “How does that happen, exactly?”

“Observe,” Ember replied, pointing her staff at the energy ring around Garble’s tail. The ring turned pink, the light spreading around his body.

A moan escaped Garble’s lips, his body altering. The first thing to change was his hips, flaring out while his waist pinched in on itself. The light spread to his legs, turning them shapely and making the scales on them shinier than they had been only moments before. His moans increased as muscle melted away, a few inches shaving itself off his height. The mass redistributed itself, his chest pushing him off the ground. His face was the last thing to change, his teeth correcting themselves and sitting comfortably in his muzzle while his features softened to the point where Spike would call him unbelievably pretty.

“Damn, she looks, looks amazing...” Spike stared for a moment before a stirring in his loins snapped him back to attention. “E-hheh...” he turned away, covering his crotch.

“Don’t be embarrassed,” Ember told him, offering him a smile. “You fought hard for her, it’s only natural that you’d find your mate attractive.”

“That doesn’t make it any less embarrassing...” Spike muttered, still hiding his growing erection. “So... if I don’t want to end up a girl too, I have to get her off first?”

Ember nodded, settling her gaze on the dragoness now dubbed Ramble. “Exactly. This part should be much easier. Given Garble’s usual attitude, I doubt she’s a generous lover.” Stepping forward, she prodded Ramble’s back with her staff. “Wake up, lazy scales.”

Groaning, Ramble rolled onto her back, her eyes slowly fluttering open. “Ugh, what happened?” she asked groggily, her eyes snapping wide open at the side of her own voice. What had once been gruff and obnoxious was now clear and lyrical. Spike couldn't help but imagine what it would sound like moaning his name out. This line of thinking didn’t help his burgeoning erection.

“You lost,” Ember informed, poking at her large chest. “Drakehood has forever been stripped from you.”

“No!” Ramble boomed, spewing out a gout of flame. “I demand a rematch! There’s no way I lost to the pony lover!”

“Well you did, you lost and are now his mate.” Ember snorted, pushing Spike back into the circle. “Now, the two of you must finish the ritual.”

Taking a deep breath, Spike approached Ramble and knelt down beside her. “Look, if we’re going to be mates now, the least we can do is try to get along.” Taking a chance, he rested a claw on her cheek. “Do we really want to spend our lives arguing and hating each other?”

Ramble frowned, slapping Spike’s hand away. “Whatever, you’re still a runt.”

Spike sighed, pinching his brow. “Garble, I’m trying to be nice here. I don’t want to be banished from here and I don’t think you do either. So, we’ve got to do this. What I’m saying is that we should try to make it work.”

“Suck it up and get it over with,” Ember chided, tapping her scepter on the ground. “We all have places to be today.”

“Kinda hard to please a dragoness if she hates you,” Spike retorted, keeping his eyes on Ramble. “Try to bear with me here, Ember.”

“You’re the drake, get rough. Show her who's in charge.” Ember leaned on her staff, watching the pair intently.

“That’d be sexual assault, Ember,” Spike said, looking over his shoulder. “Really don’t want to commit a crime today.” Locking his eyes on Ramble again, he continued. “Do we really want to be stuck in this cave forever?”

“Ugh, just get this over with,” Ramble grumbled, lookin back up to Spike. “I can worry about what to do about this once I see my mom.” She laid back, spreading her legs for him.

Seeing her offering herself like that triggered something in Spike’s mind. Licking his lips, he climbed on top of her, letting his claws rove over her body while he leaned his head into the crook of her neck and bit down gently.

Ramble gasped, feeling his fangs dig into her scales. She squirmed under him, feeling her body heat up. “W-wel!? Hurry up!”

“Quiet,” Spike growled, reaching under her and squeezing her ass. “I’m trying to enjoy this.” Smirking, he nibbled her neck again to get another gasp out of her. “Sounds like you’re enjoying it too~”

A moan found its way out of Ramble’s throat, he cheek scales darkening. “I-I am not! It’s just this stupid body!”

“Whatever you say, Ramble,” Spike dismissed, letting his claw trail up and squeezing her breasts. “We’ll see about that.” Moving his hips, he rubbed his dick against the folds of her pussy. “Are you ready?”

Ramble bit her lip, trying to keep more moans from escaping her lips. Her tail betrayed her, wrapping itself around Spike’s waist. “J-just get this over with,” she replied, the heat in her body increasing.

Spike thrust in, a deep rumbling filling his chest. “So tight~ Feels so good~” Leaning down, he bit and licked his new mate’s neck while pressing deeper inside her. A sense of rightness bloomed in his chest, like he was meant to be filling this dragoness with his seed and hatchlings all along. “We’re gonna make a perfect clutch of eggs...”

Ramble panted, her wings twitching on her back. She shifted her hips as Spike bottomed out inside her, the drake spreading her insides in a way that a part of her would admit felt incredible. “Damn... that’s pretty big...”

“Glad you like it,” Spike said, pulling out halfway before thrusting back inside. “Because this is the only dick going in you from now on.” He picked up the pace, his hands moving over her breasts. “Mm... they’re so big.”

“M-maybe it’s because my muscles were so big?” Ramble offered, no longer able to hide her moans as Spike tweaked her nipples. “I-I was a strong male...”

“You were,” Spike granted, leaning down to flick his tongue against her nipple. “But now you’re my mate.” He took the nub into his mouth, sucking on it.

Ramble let out a drawn out moan, her arms wrapping around Spike’s back. Without thinking, her claws rubbed along his back, noting that his shoulders were broader than she had thought. “From here, you’re not so much of a runt.”

Spike popped the nipple out of his mouth, moving his head so they were face to face. “And from right here, you don’t look so much like a jerk and more like a sexy dragoness.” Leaning down, he licked her cheek. “We’re gonna fill that castle with a hoard of dragons.”

Groaning, Ramble closed her eyes. Her mind drifted off, imagining herself curled up protectively around a clutch of red and purple eggs while Spike rubbed her stomach in anticipation of the next one. She shuddered at the thought, the idea appealing to some primal part of her. “I like that idea...”

Spike grinned, getting in close until their lips were only a hair’s breadth apart. “That’s what I like to hear. I think you and I can actually be a proper couple with that attitude.” Closing the gap, he captured her lips in a gentle but passionate kiss.

Ramble melted into the kiss, closing her eyes. She couldn’t believe it; how easily she was accepting this. All of her rage towards Spike melted away, replaced by something far different. She couldn’t quite place it, or maybe she didn’t want to place it. Either way, she moved her hips into his thrusts, moaning wantonly.

Spike had to take a moment to remind himself who the dragoness beneath him used to be. The drake that had threatened his friends and had wasted no opportunity to torment him every time they met was now writhing in pleasure beneath him. Some instinctive side of him told him that was how it should be. Ramble had been weaker and was now Spike’s to command. Snorting a puff of smoke, he nipped at Ramble’s ear fin, tugging on it.

“Ah!” Ramble groaned, her inner walls clenching around Spike’s length for a brief moment. “I like how your teeth feel on me,” she admitted, tightening her grip on him with her legs. She dug her claws across his back, wrenching a few loose scales from their position.

Taking the hint, Spike continued to nibble her ears and neck, lingering on one target for a while before switching to the next. He picked up the speeds of his thrusts, the sounds of their hips colliding echoing along the cave walls. “That’s right, you’re mine to play with.” A thrill danced along his spine, feeding his pleasure.

Ramble couldn’t argue with that, instead opting to raise her head up to give him better access to her neck. There was a brief flicker of resistance; a faint part of her reminded her that this was supposed to be the other way around, but it died quickly as her mate’s dick rubbed against a particularly sensitive spot of her inner walls.

Spike continued to growl as he lost himself to his base instincts. All his hangups about having sex in front of someone were gone. If anything, a side of him enjoyed Ember watching. It was a chance to show off his virility to another lovely dragoness. A proud rumble echoed from his throat, smoke puffing from his nose. A familiar pull at the base of his member signalled his impending orgasm, causing him to sacrifice some of the speed in his thrusts for power. A smirk wormed its way to his face as Ramble’s breasts collided against one another repeatedly, sending the pair moving in a perverse rotation.

“I’m about to cum,” he announced, leaning down to nip her ear. “Ready for our first clutch?”

Ramble nodded her head quickly, little more than a moaning mass of scales. Tilting his head back to roar, Spike let out a jet of flame as the first shot of cum erupted from his dick. Electricity went down his spine, a sense of satisfaction filling him that dwarfed anything else he’d ever experienced. That satisfaction turned to abject horror when he realized his mistake.

He pulled out quickly, a torrent of white escaping Ramble’s gaped lips. Gulping, he couldn’t help but notice that his fluids were the only ones he could see. His fate was sealed, as a bolt of red energy slammed into his back.

Groaning, Spike collapsed to the ground and screwed his eyes shut as he felt his body begin its changes. There was an unearthly itch in his torso, the lean muscles he had worked hard to build up with the help of Dash reshaped themselves to become more slender and feminine. The feeling settled on his chest, causing him to scratch at his pecks as they ballooned out into a fairly hefty set of breasts. If he wasn’t preoccupied with his discomfort, he would’ve been horrified.
Ember sighed, looking down at Spike in pity. “This is why this stupid ritual shouldn’t be issued to virgins.”

Spike blinked, realizing that the itching was finally gone. Slowly, he looked down at himself, only to be greeted by the body of a dragoness. He opened his mouth to scream, only for no sound to come out at all. Even through the shock, his mind took in every detail about his new body. His breasts were sizeable, though they were a good bit smaller than Ramble’s. His hips and ass on the other hand were a larger than the red dragoness’s, making him a perfect specimen for laying eggs. He felt at his face, the soft features of an unreal beauty greeting his searching claws. It was true, he had really become a female.

“Well... there goes the second clutch,” Ramble spoke, giving him a weak smile. “We’ll just have to make do with the first one.”

Spike broke out of his stupor, turning to Ramble in a panic. “That’s a pretty big understatement! Look at me!” He hefted his breasts, shuddering from the sudden stimulus for a split second. “This is insane! How am I supposed to explain this to my friends?!”

Ramble rubbed her neck, pulling the new dragoness close. “I guess we’ll just have to tell them the truth.”

“There is one small problem here,” Ember started, interrupting the moment just as Spike shakily returned the embrace. “Since the two of you are dragonesses now, males are free to claim you.”

“And how do we fix that?” Spike asked, not liking the idea of being turned into someone else's property.

“I wish I could just reverse the magic,” Ember said with a sigh, shaking her head. “But I can’t.” Taking a deep breath, she grabbed Spike’s arm and dragged him into the circle. “However, I can do one thing. Spike, I challenge you to the Ritual of Chud.” Slamming her staff to the ground, a ring of energy appearing on her and Spike’s tails.

“W-wait what?!” Spike shouted, scrambling to his feet. “How the tartarus does that work!?”

“While the ritual was intended for drakes, there’s no rule against a dragoness making a challenge. Of course, since you’ve lost once already even if you lose you remain a dragoness. But, if you get me to concede, you get a drake that won’t treat you like garbage.”

Spike nodded his head, noting how different his body felt. “That’s better than nothing, I guess.”

“Good, now hit me,” Ember demanded, holding her arms out to show she wouldn’t resist.

Starting at her for a moment, Spike drew his arm back and socked Ember has hard as he could in the face. “Just don’t get mad at me later.”

“Gah, you dumbass!” Ember roared, holding her snout. “I didn’t need you to hit me that hard! I just needed you to make contact so I could give up. I give up by the way.”

“Oh well, you should have said that.” Spike crossed his arms, quickly returning them to his sides after just a moment. “It’s my fault you weren’t specific?!”

Ember sucked in a deep breath through her nostrils. After a moment, she smirked, the energy around her tail getting brighter. She approached Spike and ran a hand along his cheek. “You know what, I can always pay you back later.” Leaning in towards his ear she whispered. “I’m gonna give you a clutch of your own.”

“I uh...” Spike blushed, a strange thrill passing through him at the idea. “I-I don’t know about that...”

“That blush tells a different story,” Ember pressed, running a claw through Spike’s now extended spines on the top of his head. He hadn’t noticed before but they had lengthened to the point of resembling hair. “I bet you can’t wait to swell up with fertilized eggs,” she teased, her torso becoming slightly broader.

Spike laughed nervously, taking a step back. “J-just hold on, Ember. L-Let’s talk about this...” He gulped, feeling his blood rushing through his body.

“We have all the time in the world to talk,” Ember replied her voice deepening a little. She stalked towards him, a confident smile on her face. “We’re mates for life after all.”

Bumping into the cave wall, Spike couldn’t tear his eyes away from her changing body. “R-right...” he nodded, feeling a lump forming in his throat.

Getting in close, Ember took Spike’s claws and put them on her forming pecs. “Care to get acquainted with the new me? You’re gonna be feeling this for quite a while.” She purred, starting to gain height. “Come on now, don’t deny it.”

“I-I mean, you’ve always been hot,” Spike admitted, his claws running over her chest without thinking. “I guess you’re just becoming a different kind of hot.” Clamming up, he realized what he had just said.

Ember moved her hand down, tracing circles over his abdomen. “Just picture it; turning that castle into the perfect nest, hatchlings chewing on the walls. Tell me that doesn’t excite you,” she dared, coughing as her voice deepened further.

Spike couldn’t help but giggle, imagining Twilight scream in frustration as his hatchlings tried to literally eat them out of a home. The fantasy moved on to include himself surrounded by Ramble and Ember, the three of them holding one another as they recuperated after a long day of parenting. “T-that does sound pretty good...” he admitted more than a little shyly.

“Think you can get used to being a dragoness?” Ember questioned, placing one of her claws on his hips and rubbing it gently. “It’s not that bad really.”

“I don’t have much of a choice really,” Spike relented, looking up at Ember with a weak smile. “You said that there’s no way for me to go back to being a guy.” It was now that he noted she was a good head taller than him now. “But, I guess you’re making up for that.”

“Very true,” she agreed, giving his hip a squeeze as her face settled into its new shape. The change was rather dramatic, Ember’s beauty replaced with rugged handsomeness.

Spike bit his lip, his body heating up while he took the new drake in. A need started to build in his loins, his blood starting to heat up. “Geez, you look good no matter what...”

“I could say the same about you,” Ember replied leaning in close to give Spike’s neck a quick nip. “You make for a pretty good looking dragoness. I’m having a hard time not pinning you to this wall and claiming you like an old school dragon.”

Shuddering at her nip, he leaned into her broad form. “I’m glad... that doesn’t fit you at all...”

Ember chuckled, gently taking Spike’s hand and placing it on her crotch. “You make a good point. But we do have a ritual to complete after all.” Licking Spike’s head, she let go of his hand. “We should get started.”

Taking a deep breath, Spike ran a claw along Ember’s genital slit and pressed his body close to her’s in an attempt to coax an erection out of her. He ground his chest against her, trying to fantasize so he could get himself in the mood. It was terrifyingly easy for the fantasies to spring to mind, most of them involving Ember having her way with him.

He bit his lip, letting his thoughts run wild while Ember’s dick started to show itself. After a few moments, it stood in all its glory, leaving Spike slightly intimidated by the girth of it. “Bigger than mine was...” he muttered, a bit of envy piercing through the lust.

“Yours was plenty big,” Ember assured, giving Spike’s ass a squeeze. “No need for jealousy, Barb.”

“Barb?” Spike asked, wriggling his hips a little. “I like the sound of Barb...”

“Good,” Ember cooed, nipping Barb’s neck. “You’re embracing being a dragoness.” Ember shifted her hips, angling herself to push up into Barb. “Are you ready?”

Barb nodded, her heart racing. “Do it. I want to try this.” She gasped, her claws digging into Ember’s back as Ember thrust in. “Oh Faust!” she cried, her tongue lolling out of her mouth.

“Mmm,” a rumble emanated from Ember’s throat, inching herself into the virgin dragoness. “Nice and tight. How are you feeling?” she questioned, halting her progress.

“G-good~” Barb assured, nuzzling her neck. “Don’t stop on my account.” She pressed her chest into Ember’s, matching her lover’s rumble.

“You got it,” Ember replied, pushing back up into Barb and helping herself to squeezing the dragoness’s scaly ass. “Nice and plump, looks good on you.”

Groaning, Barb lost herself in the alien sensations for a moment. Only when Ember gave her ass a quick spank did she realize that something had been said. “I-I always did have to try hard to keep my baby fat from coming back. Now it can just settle into sexy places.”

“Don’t worry, I’ll make sure you get a steady diet of gems.” Licking Barb’s neck, she gave it a bite, marking her. “Now every dragon will know whose mate you are.”

Barb’s tongue lolled from her mouth, the sensation of her lover’s teeth on her scales sending a shiver down her spine. Minutes ago she had been the one doing the dominating, having her way with the lovely Ramble. But she found that being on the receiving end of that treatment carried a thrill all its own. Maybe it was a side effect of the ritual, or perhaps she had always had a thing for finding a drake to mark her as his? Neither possibility mattered much to Barb as she let her claws explore Ember’s newfound physique, dislodging damaged scales as she went.

“Mmmm, just like that,” Ember encouraged, moving his head down to lick at Barb’s breasts. “These are the perfect size, they fit right into my hand.” To emphasize his point, he brought his hands up, fondling her.

Barb cooed emphatically, squirming under Ember’s expert groping. To show her appreciation, she stroked his biceps gently, letting her claws find loose scales and picking them off. “I’m starting to see the appeal,” she informed, gasping as Ember’s cock bottomed out inside her. Her wings twitched on her back, Ember’s girth stretching her in an all too pleasant way.

Ember purred, picking up the pace. “Who do you belong to, Barb? Who pleases you like the slutty little dragon you are?”

“You do, Ash,” Barb cooed, holding onto her drake for dear life as he pistoned his hips into her. The foreign sensations were threatening to overwhelm her mind so she had to find the bases of his wings and stroke them to keep some semblance of focus intact. “You please me.”

Ash purred in approval, his wings flaring out. “That’s right, I’ll please you every night, until you’re a purring mess of scales.” Pinning her down, Ash rammed into her, filling the cave with the sounds of colliding bodies.

“Ahhn!” Barb cried, her eyes screwing shut in pleasure. “Yes! I want that so much! I want to please you with Ramble’s help every single night! Please Ash, go harder!” She dragged her claws down his back, her tail intertwining with her mate’s. “Fill me with a clutch!!”

“That’s what I want to hear!” Ash boomed, a wild grin on his face as he moved his hips in a blue blur. “Say it again! Who’s the only drake that will breed your needy cunt?!”

“You!” Barb shouted, her rational mind overwhelmed by primal satisfaction. “I belong to Ash!!!” She threw her head back, her body locked in a wave of orgasm.

Ash threw his head back to roar, Barb’s clenching pussy sending him over the tipping point as he climaxed in perfect harmony with her. A deep rumble escaped his chest, the afterglows of pleasure flowing through him. Rolling over, he allowed Barb to lay on him. “That was perfect don’t you think?”

Barb’s answer was to lean in and capture Ash’s lips in a quick kiss, her tail swishing lazily behind her. “Much better than I would’ve thought. I can’t believe how much I loved you dominating me like that.”

Ash rubbed Barb’s back, licking her cheek. “I’m glad you enjoyed it. Why don’t you get some rest? We’ll discuss our living situation later.”

Barb nodded, motioning Ramble over while she rested her head on her mate’s chest. “Yeah, you being my mate and the dragonlord kinda changes things,” she said, yawning while Ramble settled in at Ash’s side.

“Don’t forget about me,” Ramble said, sounding a little jealous. “You can’t give Barb all your attention.”

Ash chuckled, putting an arm around Ramble. “Don’t you worry, I don’t plan on neglecting you.” Leaning down, he nipped her neck and left a mark to claim her. “Just don’t want to push out the load inside you and get rid of your last reminder of Spike.”

Ramble blushed, putting a hand on her belly. “Do you think we’ll have a clutch?”

“If memory serves, part of the ritual was to make the ones transformed by its effects extremely fertile and primed to seed eggs in the first few hours after the battle. If that’s true, then you and Barb might just be mothers,” Ash explained, looking between the pair. A moment later, he growled in anticipation. “I imagine you both would look incredible swelled up with fertilized eggs.”

The pair giggled, snuggling into his sides. “Won’t Twilight be surprised?” Barb asked, resting her head on the crook of Ash’s neck. “The family’s gonna get a whole lot bigger...” her sentence trailed off into a yawn, soon replaced by snoring.

Barb sighed in relief as she slipped into one of the lavapools. It had been a few months since her transformation and her stomach had swelled up with several eggs. She couldn’t tell how many exactly, but she had a feeling that there would be quite a few little hatchlings for her to keep up with. Due to Ash’s responsibilities as Dragonlord, she had opted to move to the Dragonlands. It had been quite a tearfilled send off with Twilight, but the pair had come to an understanding.

Barb had made another change besides her enlarged gut. While she had been feeling a little adventurous, she’d had her nipples pierced, a pair of thin bars capped with tiny fire rubies caught the attention of every dragon she passed. The rubies themselves were small fragments from Ash’s scepter; as it was customary for the Dragonlord’s mates to wear a piece of the jewel.

Ramble had opted to wear her fragments on her ear frills. A smile wormed its way onto her face as she thought of her fellow dragoness. Ever since their transformation, the pair had been thick as thieves.

“Thinking about something?” Ramble’s voice cut in, the lava rippling as she slipped in beside Barb. Much like her mate, her belly was swollen with eggs. “I hope it’s about me.”

Barb looped an arm around Ramble, pulling the dragoness into a quick, tongue filled kiss. “As a matter of fact, I was just thinking about you,” Barb informed as she pulled her lips away from the red dragoness. “I was thinking about how well we’ve gotten along since becoming ladies.”

“We just happen to have a lot more in common.” Ramble put her arm around Barb, licking the top of her head. “How is the belly treating you today? Still think you’ll last longer than me?”

Barb hummed in thought, rubbing her stomach idly. “Still feel like there’s heavy rocks in my gut, but I’ve gotten used to that. And yeah, still think you’ll lay before me. What about you? How’s my clutch holding up?”

“No problems here.” Ramble gave her belly a hearty pat, tenderly rubbing it. “My mom’s excited, can’t wait to see the hatchlings.”

Smiling, Barb leaned against her mate. “I like your mom, she’s pretty nice. I think we should let her babysit so Ash and us can still go out and have fun.”

A mischievous giggle left Ramble’s snout. “Now that’s a smart idea. They can eat up all my dad’s gems. That’d be what he’d get too.”

Barb giggled, getting comfortable against Ramble’s side. The two fell into pleasant chatter, discussing their respective clutches. The topics were mundane, genders, coloration and even potential quirks inherited from their parents.

Adventures With Spell #63 Pt. II (AU)

Author's Note

This chap contains TF/TG some slight dom/femdom and otherwise vanilla sex.

Adventures With Spell #63 Pt. II (AU)

Dash let out a long yawn, the sound of birds reaching her ears. As awareness came back to her, she noted her clothes didn't feel right... They were loose on her chest and tight on her crotch. She threw off her light blue covers, looking down to examine what was wrong. Her eyes widened when a male figure greeted her. It still had the thin but toned, runner’s physique that she normally had, but her petite breasts and hips had been smoothed out.

Dash stared blankly, reaching up to pat her chest. Her pats became more frantic as panic set in.

“What the Tartarus is going on?!” she shouted, shooting up in bed. She gulped, taking a peek into her running shorts. She gaped, being greeted by a sheath and a pair of testicles that matched her fur color. “This is so not cool!”

She jumped out of bed, tripping on her blankets. Dash fell flat on her face, getting a mouthful of cloud. She spat it out, groaning as she pulled herself to her feet. “Gotta get to Twilight, she’ll know what’s going on.” She flapped her wings, diving through the floor as she rushed to the castle.

In her haste to get to her brainy friend, Dash crashed through the window of Twilight's room. She squeaked, tumbling into the bed, knocking the occupant onto the floor.

“Gah!” Twilight cried, throwing the pool of covers off her. “Dash! Is that you?!” She jumped up, looking at the prone pegasus. Twilight blinked a few times, wincing. “Uh oh,” she muttered.

“Twi!” Dash scrambled to her hooves, panting. “You gotta help me! I gotta dick!” She blinked, processing Twilight's mutter. “You know what did this don't you!?’

“Well, I may or may not have been working on spells with Starlight last night,” Twilight started, chuckling weakly. “And Spike interrupted us while we were in the middle of one. Three bolts shot out, one hitting Spike and the other two flew out the library window. So now you, Spike and potentially one other pony are different genders.”

“So Spike's a chick and I got a dick?” Dash frowned, crossing her arms. “Just undo the spell Twi.”

“I uh… don’t know how yet,” Twilight replied, wincing as she prepared for a freakout. “Starlight and I still need to figure out how to reverse engineer the spell.”

“What?!” Dash shouted, stomping her hoof. “Faust damnit Twilight, turn me back!”

“Dash, if I could just turn you back, I would,” Twilight replied. “If I used the spell as is, it wouldn’t do anything, watch.” Twilight lit her horn up and fired a white bolt of magic at Dash. It sank into her, but otherwise did nothing.

“This isn't funny Twi!” Dash frowned. “Turn me back!”

“I’m telling you I can’t right now!” Twilight shot back. “You’ll just have to live with having a stallion’s body for a little while.”

“A little while?!” Dash shouted, storming over to be. “What the Tartarus am I supposed to say if I get called in for a show? Or did you forget I actually have a job?!” Dash glared down at her, punctuating her words by poking her chest.

“I’m sorry, okay?” Twilight said, pouting up at Dash. “I didn’t mean for this to happen and I wish I had a quicker solution.”

Dash punched the wall, barely containing a scream of rage.

“Dash, I promise to be as quick as I possibly can,” Twilight said, putting a hand on her shoulder. “But I have to be careful about this. One misstep and I could render you infertile or something.”

“What you mean like no foals?” Dash asked, panting heavily. She pulled her hand back, wincing softly. Punching a crystal wall was not a good idea.

“That’s exactly what I mean,” Twilight replied. “And that’s not the only thing that could go wrong if I make a miscalculation. You could also be stuck in a body that’s between this and your normal gender.” She waved her hand over Dash’s physique.

Dash snorted, turning away from her. “I'm sorry I shouted at you...”

“You were in your right to shout at me,” Twilight assured, smiling weakly. “I got you caught up in my mess. And besides, Spike took it way worse than you did.”

“He did?” Dash asked, shaking her hand in an effort to stave off the pain.

“Oh yeah, he actually dropped an F-bomb in front of me,” Twilight relayed. “And you should see the way he looks right now. He might actually be curvier than Rarity.”

“Seriously?” Dash raised her eyebrow, trying to picture Spike with Rarity’s figure. “We’re talking about the same chubby dragon right?”

“I was shocked by the results too, but I’m dead serious,” Twilight said, holding a hand up. “Starlight will back me up on this. I don’t know if he’d let you see him as he is though.”

“Hey Twi!” Spike's voice carried through the halls. “Breakfast is ready!”

Twilight blinked for a bit before a smile broke out across her face. “I guess Starlight helped him deal with his freakout.” She hummed happily and looked up at Dash. “Wanna join us for breakfast and see the new Spike for yourself?”

“I guess.” Dash nodded. She followed Twilight out of the room, trying to ignore how uncomfortable her shorts were.

“Oh, and you can borrow some of Spike’s clothes when we’re done,” Twilight offered. “I’m sure you don’t want to be running around in clothes that don’t fit all day.”

“Twilight, I will never complain about a stallion sitting with his legs spread ever again.”

“I kept telling you the boob analogy didn’t make sense,” Twilight retorted with a giggle. “But don’t worry, I’m sure something of Spike’s will fit you. Wanna make a detour before breakfast?”

“Please. Save me from this pain,” Dash all but begged, shifting hooves.

Twilight nodded and put her hand on Dash’s shoulder. She lit up her horn and teleported into Spike’s room. She then levitated over a clean shirt, a pair of shorts and boxers. “There you go, this should do nicely.”

At this point, Dash didn't care if Twilight was watching. She all but tore her shirt off, doing the same to her shorts and panties. Dash sighed in relief, her new equipment hanging free. Twilight let out an eep and turned around to give Dash some privacy.

“Hey, you're such a prude Twi,” Dash teased, taking the moment to fully examine her sheath. She tapped at it, turning it over in her hand. “Huh, how do stallions clean these things in the shower? Do they give themselves boners and start scrubbing? Hey Twi, you have two brothers, do you know how they keep their junk clean?”

“Are you seriously asking me that?!” Twilight blushed, her wings twitching. “I don't want to think about my brothers’ privates!”

“What? It’s not like I’m asking you to imagine incesty stuff.” Dash chuckled. “I just need to know that kinda thing if I’m gonna be like this for a while. Think of this as my form of payback for flipping my gender on its head.” A mischievous grin worked its way onto Dash's face. “How big do you think it is?”’

“I wouldn’t know,” Twilight replied with a huff. “And I really don’t want to think about one of my best friend’s privates either.”

“How about we find out?” Dash asked, shivering as she moved her hand up her sheath. She took in a breath, scrunching her muzzle as she picked up a strangely... Arousing scent. “Oh damn, no wonder stallions always wanna get laid,” she muttered, squeezing her sheath as the flared had slowly emerged. “Just using my hand feels awesome.”

Dash sniffed the air again, feeling her wings start to harden. She looked around for the source, realizing it was coming from Twilight. Dash stepped up behind her, grinding her erection into Twilight's ass. “Damn girl.” She took a long sniff along her neck. “You smell good.”

“Gah!” Twilight said, stiffening up at the contact. “D-Dash, what are you doing?”

“Macking on a mare going into heat,” Dash responded, nibbling on one of Twilight's ears.

Twilight groaned and struggled against Dash’s hold. “Dash, you… we shouldn’t do this.”

“Why not?” Dash put her hands on her hips, pushing her erection between her cheeks.

“Hnng,” Twilight groaned and her wings twitched on her back. “You’re letting your new hormones influence your decisions. I haven’t applied my spells to deal with Estrus yet. If we did this I could get pregnant.”

“That doesn't bother me,” Dash replied, wrapping her arms around Twilight. “Does the idea scare you?”

“Considering what happened with Flurry, I could only imagine what could happen if I had an alicorn foal,” Twilight replied, relaxing slightly under the embrace. “And mixing my genes with the fastest pegasus alive wouldn’t help matters.”

“That's not really an answer,” Dash pointed out. “Cause right now, that idea sounds amazing to me.”

“Is that so?” Twilight asked with a raised eyebrow. “And what if I told you that if you went through with this that you’d have to stay a stallion and marry me to raise the child together?”

“That a demand or part of the spell?”

“A demand,” Twilight replied, noticing that Dash was still sawing her hips between her asscheeks. “There’s no way I’d want to be a single mother. Plus, I’m mostly into stallions.”

“Can we negotiate the stallion part?”

“Nope,” Twilight replied, fighting a smirk. “What if I want more kids down the line?” she asked, looking over her shoulder and batting her eyelashes.

“You can just zap me with the spell again,” Dash replied.

“Okay, how about this,” Twilight said. “You spend three days of the week as a stallion, three days as a mare and Sunday can be a day where you’re one or the other based on how you’re feeling. Does that sound like a fair deal?”

“Totally.” Dash nodded. She turned Twilight around, looking into her eyes. “I've been wanting to do this for awhile.” She grabbed Twilight's head, pulling her into a kiss. Twilight moaned into the kiss, wrapping her arms around Dash’s back and closing her eyes.

Dash moved her hands up Twilight's back, squeezing the base of her wings. Twilight let out a moan, returning the favor as she felt her wings stiffen up.

“Get those clothes off, girl,” Dash commanded, pushing Twilight away gently.

“I’m sorry, are you giving your princess orders?” Twilight teased, unbuttoning her pajama top and tossing it over her shoulder to reveal her C cup breasts.

“All I see in front of me is a horny little mare,” Dash retorted.

“Kinda hard not to be horny between my estrus and the fact that you make for a good looking stallion,” Twilight said, pulling down her pajama bottoms and panties in one fluid motion. “All that Wonderbolt training has made you better looking than Soarin.”

“Heh think so?” Dash struck a pose, winking at her. “He's going to be so jealous.”

“Oh, you’d definitely knock him off the sexiest stallion of the year position in the magazines next year,” Twilight assured.

“Damn right I will.” She pushed her onto the bed, quickly straddling her.

“We should probably take this back to my room,” Twilight suggested. “I don’t think Spike would appreciate us doing this on his bed.” Twilight lit up her horn and the two returned to her bed.

“Better.” Dash kissed her again, groping at her chest. Twilight moaned and returned the kiss, putting her hands on Dash’s face. Twilight deepened the kiss, using her thumbs to rub at Dash’s cheeks in little circles. Dash pulled away, snickering. “Twi, what the heck?”

“What, I was just feeling the difference in your bone structure,” she said with a pout. “I uh, kinda went into study mode for a second.” She chuckled weakly and blushed.

“Never change,” Dash chuckled, planting a kiss on her nose.

“Thanks.” Twilight smiled and looked down between them. “Hmm, you’ve got an impressive size,” she commented, giving Dash’s erection an appraising look. “Given your height and some other factors I would’ve thought it would be smaller.”

“Cause that doesn't hurt my self-esteem,” Dash joked. “I could say the same about your tits.”

“They used to be smaller,” Twilight replied with a giggle. “Celestia explained that my alicorn body gave me some changes besides the wings. In ten years, I could have a figure like Cadance’s if I maintain a balanced diet and exercise regimen.”

“Damn girl.” Dash slapped Twilight's cutie mark. “You'll have the stallions all jizzing their pants.”

Twilight moaned and her wings flared out from under her. “W-well, if you keep your end of the bargain, there’ll only be one stallion that I’ll need to worry about,” she said, giving Dash a wink.

“By the time I'm done with you girl, you're going to need a daily dose of my cum.” Dash moved her hips, rubbing the head against Twi’s slit.

Twilight shuddered and wrapped her arms around Dash’s back. She moved her hands up and caressed the pegasus’s wings. “I don’t think I’d mind that. I’d just have to make some modifications to my schedule.”

“You'll be jonesing too hard to care if you're late for anything,” Dash corrected, pausing for a moment before thrusting into her. Twilight let out a low moan, gripping down on the bases of Dash’s wings as she felt her walls being stretched. “Oh damn... That feels good...”

“Feels pretty good on my end too,” Twilight groaned, pressing her breasts into Dash’s pecs. “Starting to like being a stallion?” she asked giving her a cheeky grin.

“Maybe,” Dash admitted, clamping her teeth down on her ear.

Twilight moaned again, her wings twitching behind her. “Do you want to hear another perk of being an alicorn?”

“What's that?”

“We have very resilient bodies,” Twilight explained. “Meaning I’ll be this tight no matter how many times we do this together.” She smirked and started to preen Dash, plucking out a damaged feather.

“Oh yeah.” Dash spread her wings, allowing her better access to her feathers.

Twilight grinned and ran her fingers through the downy plumage. She went to work, meticulously straightening out feathers and pulling out ones she deemed too damaged. “Looks like you’ve been busy lately,” Twilight commented, pulling out a damaged feather. “Or do you always neglect your wings like this?”

“Twi, I'm going to let that slide and not take issue with that.” Dash gave her a stern look, giving a hard thrust. Twilight let out a long moan, pulling out another damaged feather. The two fell into a rhythm, the world melting away save for them.

“Ooh, looks like you two are having tons of fun!” A familiar voice chimed from the balcony.

“Pinkie?!” Dash shouted, scrambling off of Twilight, doing her best to cover up. “What the Tartarus are you doing here?” she asked, trying to calm down. “Shouldn’t you be at Sugarcube Corner for the breakfast rush?”

“Well, my pinkie sense went off, telling me two of my friends were a couple.” Pinkie smiled at Twilight. “Then I went into heat and thought Twi could help!”

“Well, talk about bad timing all things considered,” Twilight muttered. She locked eyes with the party mare. “Pinkie, it’s probably not a good idea for you to stick around. With all the bouncing around you do you’re sure to spread around your scent. And Dash is pretty sensitive to that right now.”

“But her dick looks so yummy!” Pinkie whined.

Dash blinked a bit before realizing her ego had just been stroked. Mix that with the scent of two needy mares filling the room and her next course of action was painfully obvious. “So you liked the look of my dick?” She smirked and displayed the tent she was pitching under the covers. Pinkie nodded vigorously. “So what would you do to get a good look at it?” Dash pressed, rocking her hips ever so slightly, causing the tent to sway.

Pinkie walked in, her pants and panties sailing over her head. She climbed onto the bed, discarding the rest of her clothes.

“Damn girl, you’ve got an awesome rack,” Dash praised, reaching out to cup Pinkie’s large chest. The pegasus hefted the pink orbs, humming as she weighed them before giving them a fond squeeze.

“D cups~” Pinkie grinned. “It's where all the frosting goes!”

“That’s a lie,” Dash replied with a grin, removing a hand from Pinkie’s chest and snaking it around her back. “Some of it goes to your ass.” She gave one of the party mare’s cutie marks a squeeze.

Pinkie hummed, giving her chest a shake. “I know I'm kinda chubby, but, I make sure to get exercise.”

“I think the belly ya got goin’ on is cute,” Dash assured, continuing to grope Pinkie. “It’s very you.”

Pinkie beamed, reaching over to pull Twilight into a passionate kiss. Twilight’s eyes widened before returning the kiss. The two mares ran their hands along one another’s body, moaning as they put on a show for Dash.

“Damn,” Dash commented, grinning as she pulled the covers down to show off her erection. She then snickered and shot Twilight a playful look. “So what was that about you being mostly into stallions, Twi? ‘Cause ya look pretty into this mare.”

“Twilight, were you fibbing?” Pinkie broke the kiss, poking Twilight's nipple.

“No, I wasn’t,” Twilight replied in an even tone, shaking her head. “I did say I was mostly into stallions. Meaning I do harbor an attraction for mares as well, but I prefer stallions in general.”

“Are you sure?” Pinkie slide her hand down, pinching Twilight's clit.

Twilight let out a low moan, grinding against Pinkie’s hand. “Very. But don’t worry, Pinkie. I think you’re very cute.” Pinkie beamed at this, slipping her fingers into Twilight's awaiting snatch. Twilight moaned, running her hands down Pinkie’s body. Twilight kissed the party mare as she slipped two fingers into the pink mare’s folds.

“This is so hot.” Dash shifted position, grabbing her erection, giving it a squeeze. The two mares continued to make out, pumping their fingers in rhythm with one another and filling the room with soft squelching sounds. Dash started to jerk herself off, arching her back. “Mmm, hey, Twi, do ya think we should cut Pinkie in on that deal we made?” she asked, licking her lips at the thought.

“Deal?” Pinkie asked,looking between them.

“Before you interrupted us, Dash and I made a deal,” Twilight explained. “I’d let her have sex with me during my heat, but if I got pregnant she would have to marry me to help raise the child. She would also have to stay a stallion for a portion of the week.”

“That sounds super fun!” Pinkie beamed. “I'd like to be in on that!”

“You’re more than welcome if you want,” Dash replied, her grin growing. “What do you think, Twi? Wanna have a matching baby bump with Pinkie here?”

“I won't lie, that does sound enticing.”

“I know, right?” Dash asked, her grin growing even further. She turned to look Pinkie in the eyes.“Congrats, Pinkie, you’re in on the deal.”

“Yay!” Pinkie lunged at Dash, grinding her hips against Dash's. “Well? Give me your special ingredient so I can put the bun in the oven~”

“Hmm, I think that can be arranged.” Dash put her hands on Pinkie’s cutie marks, lifting her up to line the pink mare up with her erection. She set Pinkie down, spearing her on her rod.

Pinkie let out a sigh of pleasure, placing her hands on Dash’s pecs. Dash leaned up and kissed Pinkie, slowly pulling out of the party mare. Twilight reached around Pinkie, squeezing her breasts and pinching her nipples. Pinkie moaned happily, loving the attention she was getting from both sides. Her hands roved Dash’s chest, feeling up her muscles.

“I can't wait to swell you up Pinkie,” Dash said, bouncing Pinkie up and down. “Your tits are gonna get so much bigger.”

“Mmm, I can’t wait,” Pinkie moaned, moving her hips in tandem with Dash’s. “I wanna bring lots of smiles to a little foal of my own. Ooh, maybe I’ll make us goodies using my own milk!” She beamed at the idea. “Hehe, breast milk cupcakes.”

“I’d eat them,” Dash said, bouncing Pinkie a little faster and kissing her cheek. “Though I hope you don’t mind me sampling the ingredients~” She nuzzled Pinkie’s chest.

“Just leave a little for the baby.” Pinkie moaned, pressing a nipple to Dash’s mouth. Dash eagerly started suckling from the offered nipple, grazing her teeth along the sensitive nub of flesh. Twilight started kissing Pinkie’s neck, nibbling it every so often. “Hehe,” Pinkie giggled, “We’re a pony sandwich.”

“And you’re the meat in the middle,” Twilight added, pulling her into a long kiss. One of her hands dipped down, rubbing Pinkie’s clit. Pinkie gasped, her juices soaking Twilight's hand. Dash grunted and used the added juices to thrust even faster. Her length glided along Pinkie’s inner walls despite their best efforts to grip onto her.

“So good...” Pinkie leaned back on Twilight, her tongue hanging out of her mouth.

“I’m glad you like,” Dash said, popping the nipple out of her mouth as she gave Pinkie’s ass a rough squeeze. “Because this is gonna be a regular thing. I’m gonna make sure you and Twi get a daily dose of my jizz.” Pinkie mumbled a reply, bucking her hips wildly. “I’m sorry, what was that?” Dash asked, slapping the pink mare on the cutie mark.

“M-more!” Pinkie yelped out Dash grunted and obliged, slamming Pinkie down on her rod as hard as she could. Pnkie’s breasts bounced wildly, the two of them moaning wildly with each thrust. Pinkie threw her head back, letting out a cry of pleasure. Her walls tightened around Dash's cock, milking it for all it was worth. Dash groaned in pleasure, burying her dick as deep in Pinkie’s pussy as she could and came, basting the party mare’s womb in jets of cum. The two moaned and a dribble of their combined orgasm dripped out from her slit.

Pinkie collapsed onto Dash, panting rather heavily. “Wowie zowie, that was great!” Pinkie beamed. “I feel so full and warm!”

“Good to help.” Dash kissed her forehead, rubbing her head.

“Hope you haven’t forgotten about me,” Twilight chimed. “We were interrupted before we could finish.”

“Okay Pinkie, mind getting off?” Dash patted Pinkies side, trying to get her off. Pinkie pouted but rolled off, flopping onto the bed. She cradled her stomach as a giddy smile broke out on her face, muttering future baby plans to herself. “Welp, we’ve lost her.”

“I bet the baby’ll be just like her,” Twilight offered with a giggle, pressing her chest against Dash’s pecs.

“And now I'm suddenly afraid.” Dash grabbed her hips, planting a kiss on her cheek.

“You’re the one who let their dick do the thinking,” Twilight reminded, tracing Dash’s abs with a finger. “Don’t come crying to me when you’re chasing after a hyper little pegasus foal.”

“Yeah, like an alicorn foal is going to be much better.” Dash wasted no time, claiming Twilight's snatch as her own.

Twilight moaned loudly, wrapping her arms around Dash’s back. “Heh, if they’re anything like me, we can easily wrangle them in with a book.”

“No way,” Dash scoffed, squeezing her ass. “Our kid’s gonna blow Flurry Heart out of the water!”

“Let’s just hope ours doesn’t nearly cause the death of a country,” Twilight pointed out. She moaned as Dash’s dick was buried as deep inside her as possible.

“Our kid? No way.” Dash rolled over, pinning her down. She nipped at Twilight's breasts, sucking on a patch of skin.

Twilight groaned, wrapping her legs around the small of Dash’s back. She gave the base of Dash’s wings a squeeze. “Bet our baby will be faster than you,” she teased.

“They better be.” Dash ran a hand through Twilight's feathers, plucking a few out. “We’re basically making the best pony ever here.”

“I’m flattered you think so highly of me,” Twilight said with a smile, kissing Dash between the pecs. “Are you saying I’m as awesome as you?”

“Hey, don't take that too serious.” Dash frowned slightly, finding that she was starting to miss the girls. That thought diminished slightly as Twilight grinded her hips against hers. She moaned and started thrusting, holding the alicorn close.

“Then what am I supposed to take seriously?” Twilight questioned, wrapping her legs around Dash's waist.

“Whatever I say you should,” Dash replied with a smirk, pinching the bases of her wings. “You’re my mare now.”

“Oh?” Twilight raised her eyebrow.

“Yeah,” Dash said, her smirk growing as she spanked Twilight on the cutie mark. “You might be a princess to the public, but you’ll be a good little slut for me.”

Twilight bit her lip, holding in her moan. “I highly doubt that, feather head.”

Dash smirked and spanked Twilight on her other cutie mark, thrusting even faster. “Oh, it’s gonna happen. You’ll get on your knees and beg for just a taste of my dick.”

Twilight huffed, sticking her nose in the air. “As if I would allow a lowly pegasus like you to control me.”

“If I’m so lowly then I can just pull out of you right now and give Pinkie another injection of my special ingredient,” Dash retorted, threatening to pull her dick out of Twilight. She turned her head to the pink mare. “Would ya like that, Pinkie? Another big helping of my cream filling?”

“If you do that, what’ll happen to making the 'most awesome pony ever’?” Twilight asked, looking into her eyes.

“I can make some pretty awesome ponies with Pinkie,” Dash retorted, looking back into Twilight’s eyes. She kept pulling her dick back, only her flared head remaining inside. Twilight bit her lip, looking into Dash's eyes. “Well, you gonna be a good mare?” Dash asked, rocking her hips as she threatened to completely pull out.

“Y-yes...” Twilight muttered softly.

“Louder,” Dash ordered, swatting Twilight on the inner thigh and halting her hip movements.

“Yes!” Twilight shouted out.

“Good girl,” Dash leaned down, licking Twilight’s horn as she resumed her thrusting, burying her dick to the hilt into the alicorn. Twilight moaned, her walls trying to tighten around her. Dash moaned, taking the horn into her mouth, swirling her tongue around the grooves as she fought for every inch in and out of Twilight’s pussy.

Twilight let out a scream, her horn sparking in Dash's mouth. Dash groaned, the sparks tingling on her lips and tongue. Between that and the contracting walls, Dash couldn’t hold out. She arched her back, buried her length to the hilt and came with a muffled roar of pleasure around Twilight’s horn.

Twilight collapsed against her, going limp. Dash rocked her hips against Twilight, pumping as much cum into the alicorn as she could. Dash then collapsed on top of Twilight, pulling off of her horn to catch her breath.

“Amazing...” Twilight whispered, nuzzling Dash's neck.

“Yeah,” Dash agreed, kissing Twilight’s cheek and giving her a squeeze. “I gotta say, the D has really grown on me.”

Twilight giggled, kissing her back. “Good to know.” The two sighed in content and held one another for a moment, enjoying the warmth of their bodies pressed together.

Their peace was interrupted by a knock on the door. “Twi! Clean yourself up and hurry downstairs before your breakfast gets cold!” Spike called through the door.

“Coming,” Twilight called back weakly.

“Sounds like you came already!” Spike teased, laughing. The sounds of his footfalls came through the door, signalling he was walking away.

“Okay, let's get dressed.”, Twilight patted Dash's side, giving a smile.

“I think we left the clothes you picked for me in Spike’s room,” Dash pointed out, pulling her dick away from Twilight’s folds.

“I'll get them.” She quickly teleported there and back, passing her the clothes.

“Thanks, babe,” Dash said, kissing Twilight’s cheek and quickly getting dressed. She looked herself over, moving to get a feel for them. “You were right, they fit.”

“Good to hear.” Twilight pulled her day clothes on, taking a moment to fix her hair.

Pinkie hopped up, zipping around in a pink blur to grab her discarded clothes. She came to a stop, fully clothed and smiling at them. “I’m good to go!”

Twilight grabbed both of their hands, teleporting them to the kitchen.

Spike and Starlight looked up from their seats, having already started their breakfast. “Took ya long enough,” Spike teased, smiling at them. “I was almost considering just taking your breakfast to your room.”

Spike was wearing a rather tight looking green top, and a pair of purple shorts. He winked at Twilight, nuzzling Starlight’s cheek.

“Whoa Spike,” Dash said, looking him over. “Twi wasn’t kidding, you’re totally hot.”

“Thanks.” Spike purred softly, tossing a slice of bacon into his mouth.

“So, I take it you and Starlight are an item now?” Twilight asked, sitting next to him.

“Mine,” Spike replied rather aggressively, wrapping his arms around Starlight. He nuzzled his cheek against hers, flashing his fangs in a toothy grin. “Also, I’m starting to dig my new look. Ain't that right, pet?”

“Mhmm,” Starlight agreed, kissing his cheek. “But I think you’re great in your normal body too.”

“Damn, he went full dragon didn't he?” Dash whispered to Pinkie.

“You don’t know the half of it.” Spike smirked and showed off his developing wings. “I think it won’t be long before I’m able to challenge you for the title of Ponyville's fastest resident.”

“Yeah right,” Dash scoffed, gesturing at his chest. “You won't make it very far with those funbags on your chest.”

“Jealous?” Spike asked, shaking his chest. “I mean, you normally barely crack into the B-cup range, right?”

“Oh yeah? Bet my dick’s bigger,” Dash countered.

“Considering I currently don’t have one, you win by default,” Spike retorted, popping another piece of bacon in his mouth. He blinked, making a face. His nostrils flared, a strange yet alluring scent wafting into them. He felt his lower lips tingle the more he smelled it. “What is that smell...?” Spike sniffed around, trying to suss out the source.

“Probably this yummy breakfast you made!” Pinkie offered, grabbing a plate loaded up with food. She dug in, stuffing a pancake into her face.

“No, it’s not that,” Spike replied. He turned his head towards Dash, the scent growing stronger when he did. A shudder ran through his body, and he squeezed his legs together.

“Something wrong, big guy?” Dash asked, pouring herself a glass of juice. “You look like you just got a sudden chill or something.”

“I just...Feel really hot...”

“You’re probably coming down with a bug or something,” Dash replied. “Come on, I’ll help you to your room and you can sleep it off.” Dash put her glass down and held a hand out to him.

Spike nodded, rising to his feet and grabbing Dash's hand. Dash let Spike lean on her, leading him out of the kitchen. “I’ll be right back guys,” she called out. “Hey Starlight, could you make some tea for him? That oughta help him out. I’ll bring it to him after I set him down.”

“Of course.” Starlight rose from her seat, moving over to the stove.

Rainbow thanked her and walked out of the kitchen with Spike in tow. She led him through the halls as fast as she dared, picking up a scent of her own. “Faust Spike.” Dash sniffed at him. “You're in heat!”

Spike’s eyes widened, turning to her with a look of horror. “What?! H-how can I be in heat?!”

“I dunno, maybe dragons share an estrus season with ponies,” Dash
suggested.

Spike groaned, clutching his head and shivering. “That’s just great, being a chick is one thing, but dealing with heat is another.” He dragged a hand down his face. He then paused, his face scrunching up in thought. “Wait a second, estrus season started yesterday, so why didn’t I feel like this last night?”

“I dunno, do I look like a dragon doctor?”

“Sorry, sorry,” Spike said with a sigh. “I was just thinking out loud there. Guess that part doesn’t matter.”

“It's cool.” Dash got him into his room. “I'll go see if Twi can help.”

“Probably not,” Spike said sitting on his bed and sighing. “Twi doesn’t know much about dragon biology either.”

“Oh right...” Dash rubbed her neck. “Well... Maybe Starlight can help?”

“If dragon heat is anything like pony heat, there’s only two ways to deal with it naturally,” Spike replied. “Wait for the season to pass, or get bred by someone. And seeing as I have never met a male dragon I’d let do that to me even if that were realistic, looks like I’m waiting.” Spike groaned and fell over on the bed, a new surge of heat coursing through him.

“Yeah but like, can't dragons and ponies breed?” Dash asked, frowning.

“Twi and I looked into that,” Spike groaned, curling up in a ball and clutching his stomach. “We only found a couple legends about kirins, never anything concrete.”

“So? Don't let that stop you.” Dash walked to the door. “I'll tell Starlight. Maybe she'll use that spell again and you two can go at it like rabbits.”

Spike whimpered, unsure of how he felt about the idea of seeing Starlight as a stallion. Before he could think about it, his clothes suddenly felt constrictive. He let out a growl of irritation and flung his clothes across the room, leaving him completely naked.

“I'll uh...Hurry up on that!” Dash turned, throwing the door open and running back toward the dining room. Dash let out a sigh of relief as she ran down the halls. The scent Spike was giving off was… tempting to say the least. But taking advantage of a friend like that wouldn’t be worth acting on her base urges. No matter how sweet the dragon’s ass looked.

She burst into the kitchen, trying to ignore the tent in her pants. “Okay, Spike's in heat.”

“Well, that explains the sudden complaint about being hot,” Twilight said, nodding as she took a bite of her pancakes. “And I’ll have to make a note that female dragons are on a heat cycle like ponies.”

“So um... GlimGlam.” Dash turned to Starlight. “Er...Would you help Spike out?”

“And how would you suggest I do that?” Starlight asked, raising an eyebrow.

“...Use the spell on yourself?”

Starlight looked down at herself and then back to Dash with a nod. “I guess I could do that. But uh…” she turned to Twilight. “How do you feel about having another niece or nephew?”

“Break Spike's heart, and it'll make Nightmare Moon's banishment look like a time out,” Twilight replied, giving a cheerful smile.

Everyone in the room blinked owlishly at the threat, shivering at her tone. Starlight shook it off, getting up to leave the room. “Uh… wasn’t planning on it.” She chuckled weakly and rushed out of the room.

“Twi...You're scary sometimes.” Dash frowned, sitting down.

“I look out for my family,” Twilight replied, finishing her pancakes. “Like what happened at the wedding.”

Spike whined, getting rather desperate at this point. He was currently laying on his back, groping at his breasts. His tail was pistoning in and out of his slit, but it only seemed to make it worse. He rocked his hips and shuddered, moaning as the ridges on his tail brushed against his clit. His walls constricted against his tail, milking at something that just wouldn’t come.

“Hnng, how do mares put up with this?!” he whined, pinching his nipples and moving his tail in a blur.

“Spike?” An unfamiliar stallion’s voice called through the door.

“Wh-who’s there?!” Spike panted out, not slowing his ministrations in the slightest.

“It's me, Applejack,” the voice responded. “Ah woke up as a stallion. Ya’ll know where Twilight is?”

“She’s i-Oh Faust!” Spike cried, tugging his nipples harder. “In the kitchen. D-do you want me to show you the way from here?”

“Ya okay in there?”

“You’re not the only one stuck as the wrong gender.” A switch went off in Spike’s brain, processing her story. He licked his lips and pulled his tail out of his pussy. “Why don’t you come in here and I’ll tell you the whole story?” He quickly covered himself with his sheets, his pupils threatening to constrict into slits. “I know what happened.”

“Ya got turned into a mare huh?” Applejack walked in, making Spike's mouth water. She was taller, though not as tall as Big Mac, and more muscular to boot. Her hair was still long, though it was only shoulder length as opposed to reaching her mid-back and her trademark hat still rested on her head. He shook his head, breaking himself out of his trance.

“Yeah,” Spike finally answered, staring into AJ’s emerald eyes. He fought to keep his tongue from flitting out as the farmer’s masculine scent filled the room “Twi and Starlight were working on a spell and I broke their concentration. Three bolts shot out, one hit me and sent me flying into a wall. Another obviously hit you and the third one hit Dash. She’s already downstairs.”

“How ya holdin’ up?” Applejack sat at the foot of the bed, taking in Spike's new look.

“Not too bad all things considered,” Spike answered, fighting the urge to pounce on her. “Though I kinda freaked out for an hour last night.”

“Ah’m glad yer Feelin’ better.” Applejack smiled, accidentally breathing in Spike's scent. She shook her head, feeling a stirring in her crotch. “Spike uh… how ya holdin’ up there?” She asked, piecing things together.

“I'm so hot, Applejack,” Spike whined, clutching the sheets tighter. “Nothing I do makes it better.”

“Yeah, the first’s always the worst.” Applejack gave him a sympathetic look and subconsciously scooted closer to him. “There ain’t much ya can do fer now but wait. But Ah know some tricks that make the next time easier.”

“Oh yeah?” Spike asked, watching Applejack inch closer.

“There are toys out there that have fake stallion seed shoot out,” Applejack explained. “They usually help trick ya into thinkin’ ya just got with the genuine article.”

“Think that'll help me?”

“Fer yer first heat, no,” Applejack replied, rubbing the back of her head and giving him another sympathetic look. “This is when those breedin’ instincts are strongest. The only thing that’ll put out the fire in yer belly before the season ends is if ya got pregnant.”

Spike bit his lip, Applejack's scent starting to overpower his higher brain functions. He couldn’t take it and blurted out, “Please help me! I can’t take this!” He threw off the covers, showing off his naked form. He rolled onto his hands and knees, lifting his tail so she could get a good look at his dripping sex.

Applejack gulped, shifting her legs as her jeans suddenly didn’t fit quite right. Her eyes locked on the slightly parted lips, feeling drawn like a moth to a flame. “Spike, ya sure ‘bout this?”

Spike nodded vigorously, raising his lower half in the air, trying to waft more of his scent into the air.

Applejack gulped again and pulled off her clothes, fumbling with her belt. “Alright, but ya better be ready fer me t’help raise the baby. And yer comin’ to Apple Family reunions. The foal’s gonna be an Apple after all.”

“Uh huh.” Spike nodded, much too needy to put thought into anything but sex.

Applejack pulled her pants down, freeing her sizeable erection. She kicked out of them, leaving her as bare as Spike. She put a hand on his hip and the other on her length. She guided it to his needy slit, pressing the flared head into him gently.

Spike couldn't wait any longer, bucking back against Applejack. He gasped, a surge of pleasure coursing through his body. Applejack groaned, gripping Spike’s ass and groping the bountiful cheeks, surprised to find some muscle in them.

“Oh Faust, yer tight.” Applejack started to move her hips, going slow at first.

“Mmm, and you’re so big.” Spike moaned and moved his body to meet Applejack’s thrusts. “Faust, this feels good.”

“Damn right it does.” Applejack reached around him, giving one of his breasts a squeeze. Spike moaned, arching his back to give her better access to his breasts. He let his tongue loll from his mouth, losing himself to the sensations. “Mmm, just imagine, these puppies fillin’ up with milk.”

Spike moaned at the thought. “O-oh damn, and they’ll get even bigger too.”

“Ah can just picture a pair o’ foals nursin’ away at ‘em.”

Spike giggled and smiled at the thought. He looked back at Applejack with a playful look. “What? Hoping to father a whole clutch by yourself?” Spike shuddered, grinding his ass against Applejack’s crotch.

“Maybe.” Applejack pinched Spike's nipples, giving them a hard tug. “Make ya my broodmare.”

Spike moaned, a ring of smoke rising from his nostrils as he let out a snort. “H-harder,” he begged, giving Applejack a pleading look. Applejack obliged, pounding into Spike, forcing his face into the mattress. “Mmm, yes, yes!” Spike cried, his voice muffled by the mattress. He moaned happily, the fire consuming his body diminishing little by little. His hips moved in time with Applejack’s, the two moaning together.

“Spike.” Starlight walked in, freezing when her eyes locked on them. “I...”

“I-I’m sorry, Star,” Spike panted out, giving her an apologetic look. “Th-the heat was driving me crazy.”

“Ya'll two?” Applejack asked, slowing her thrusts.

“We got together last night,” Starlight explained, taking a deep breath to collect herself. “Okay… I’m not mad. I get it, Spike. You’re not used to female hormones and then this walks in during your first heat.” She waved a hand over Applejack’s physique. “Hay, I was going to help you deal with your heat myself.”

“R-really?” Spike asked, lifting his head to get a better look at her.

“Yup,” Starlight said, smiling and lighting her horn up. “I was going to use the gender changing spell on myself and put out that fire between your legs.”

“No reason ya still can't,” Applejack replied, starting to pull away.

A grin formed on Starlight’s face as an idea struck her. She teleported her clothes away and used the spell, her body slowly altering. “Well, you two seemed like you were having fun, so why not make this a team effort?” she asked in a smooth and deeper voice.

Applejack smirked back. “Ah like the way ya think.”

“What do you think, Spike?” Starlight asked, striding over to the bed. “Do you want attention from two stallions at the same time?” Spike nodded, shaking his ass enticingly. Starlight grinned and moved to Spike’s front, indicating her purple sheath.

Spike blushed, looking up at Starlight. “R-really?”

“Well Applejack and I can’t exactly use your pussy at the same time, now can we?” Starlight asked. “Unless you’d rather I fuck your other hole?”

Spike shook his head, leaning in close and gingerly sticking his tongue out. He dragged his tongue along the sheath, surprised by the pleasant taste. It was tangy, and a little salty, but it agreed with him.

Starlight groaned and petted the spines on his head. “That’s a good girl, keep going.” Spike blushed at the praise, sucking on the tip. Starlight shuddered, her dick slowly expanding from her sheath. Spike opened his mouth wide, taking the flared head in. He coiled his long tongue around the rod, tugging on the sensitive flesh with the wet muscle. He moved his hand up, gently squeezing Starlights hefty balls. Starlight moaned, gripping his long, hair-like spines as Spike continued his ministrations. She turned her head to Applejack who was watching the two intently. “Well, what’re you waiting for? She’s desperate for a good, thick load in her womb.”

Applejack chuckled, grabbing Spike's hips, hilting herself inside of him. “Ah’ll make sure she gets it.” Spike moaned around Starlight’s cock, his instincts feeling a deep satisfaction from being sandwiched between two virile males. He bobbed his head, taking in as much of the thick length as he could before gagging.

“Faust this feels amazing,” Starlight moved, giving Spike's frills a tug.

“Mhmm,” Applejack agreed, giving Spike’s tail a tug. “Her insides are so warm, Ah feel like Ah’m gonna melt here.”

“You're a natural at this, 'Barb’,” Starlight teased, starting to thrust her hips. ‘Barb’ groaned in response, moving her head and tongue in alternating motions. “I can't wait for my turn at your other end.” Barb let out a purr around the rod in her mouth, hollowing out her cheeks as she gave it a strong suck. “Faust...”

“Faust is right,” Applejack agreed, breathing heavily as she pounded into Barb’s wanton depths, one hand on her hip the other pulling on her tail. “Ah may not ask Twi t’fix this after all.”

“I for one, prefer the female form,” Starlight replied, grabbing the sides of Barb’s head.

“Yer pretty cute either way,” Applejack offered with a wink.

“Oh.” Starlight blushed. “Think so?””

“Eeyup,” Applejack nodded, speeding up her thrusts a little, “ya got the pretty boy look goin’ right now. And I may or may not have snuck a peek or two of yer rear durin’ that trip t’the beach.”

Barb grunted, feeling the heat in her loins reach a boiling point. She let out a cry of relief and pleasure, her walls clamping down on Applejack’s girth. They started to contract, milking her cock for the seed she craved. Applejack cried out, painting Barb's walls white. Watching the two cry out set Starlight off. She buried her dick to the hilt and sent ropes of cum straight down the dragoness’s throat.

Barb pulled away with a 'pop’. She did a bit of a show, swallowing with a loud gulp. Applejack and Starlight shared a grin, both of them patting the dragoness on the head.

“Good girl, Barb,” Starlight praised, stroking Barb’s cheek. “Do you want more, or do you need a breather?”

The dragoness panted, gazing up at her. “That's not my name...Pet.” Spike grinned at her, a familiar look in her eyes. “Be a good girl and tie up my prey.”

Starlight turned to Applejack, smirking as she lit up her horn. “As you wish, Master.” An array of ethereal ropes wrapped around the cowpony, tying her up.

“Good girl.” Spike turned, raising his tail for Starlight. “Go on, you have shown your worth. Breed your master.”

“Yes, Master.” Starlight got behind Spike and lined her erection up with the purple slit. She wrapped her arms around Spike’s stomach and slipped her flared head inside. Spike moaned, licking at Applejack's crotch. Applejack groaned, struggling against the magic ropes which only seemed to make the knots tighter. Spike smirked and popped one of Applejack’s balls in his mouth, lashing at it with his tongue.

“D-damn...” Applejack moaned, struggling against her bindings.

“Mmm, you taste like apples, Prey,” Spike teased, letting his long tongue hang out and giving her shaft a slow, torturous lick. He kissed the flared head, grazing it with a fang as he dipped back down to the base. “Perhaps I’ll keep you as my pet as well.”

Spike lifted his tail, making sure Applejack could see the tip. “Mm...Let's just see how tight that hole of yours is.”

“Uh oh.” Applejack gulped, her pupils turning to pinpricks as she eyed the tail. She tried to struggle, only to meet, similar results. She let out a cry, which echoed through the castle.

For a Few Sweeties More III.

Author's Note

This chapter contains: Femdom, maledom, light bondage, male on futa and futa on male.

For a Few Sweeties More III.

Lapis Lazuli licked her chops, yawning as the sun beamed its warm rays onto her face. The life of the diamond dog formerly known as Sweetie Drops #14 was simple: enjoy life in the crystal empire and craft jewelry. Beautiful jewelry, if you asked her.

And there were residents of the city who would agree with her. She had managed to build herself a decent customer base in the time she had opened her shop. Her hope for the time being was to expand and hire workers she could teach.

Rising out of bed, Lapis cracked her joints and hopped to her paws. “Okay, shower and breakfast, then work.” Slapping her face for extra wakeness, she padded into her bathroom. She hummed to herself, slipping into her shower to get a quick rinse. After a few minutes, she hopped back out and shook herself off.

Adding a bit of perfume (just because she wasn't bothered by wet dog smell didn't mean her customers weren't), she pulled her clothes on. Like a few others in the Sweetie Drops line, she usually wore only a little, in her case a pair of booty shorts and a yellow tank top. She had been debating with herself to dress more professionally, but decided that was something to do once she hired her first employee. The fanciest thing she usually wore was a necklace she had crafted herself styled to look like her old cutie mark.

As she made her way down to the shop, she made a mental review of her work load. A few bracelets and necklaces. Two rings and one tiara. Not hard, just a little time consuming. Made more difficult by her larger, paw-like hands. She grabbed her notebook from her spot at the register and wrote a quick note to have special tools made for her hands. Once she was done she quickly prepped the shop for opening.

Once she was satisfied things were clean, she checked her tools and supplies for her custom orders. Her morning came to a screeching halt upon the realization that she had let her supplies run low. This morphed into joy. Low supplies meant...digging!!

She knew it was falling into stereotype, but there was just something in her biology that made her love digging. She further rationalized it by telling herself it was a way to look for new kinds of gems for her shop. There were rare types that could only be found within the area of the empire

Giddy with the glee of an excited puppy, she moved around the shop to gather up her digging supplies. Once she was set for a full day of excavating, she set out into the city streets. Waving to a few ponies, she kept her tail carefully managed, not wanting to whack someone with the mace-like tip. She wound up curling it between her legs and taking hold of it after a near miss with a baby carriage.

Once outside of the barrier, after conversing with a pair of guards, she bounded through the snow. Despite having a short coat, she wasn’t bothered at all by the snow. Though she wore thick clothing out of pragmatism. Sure she'd rather keep her normal clothes on all the time, but the pragmatism was a small price to pay for a rich supply of gems.

Letting go of her carefully managed behavior, she rushed through the snow, howling into the wind. It was so freeing, to just be able to run wild and do whatever your heart wanted. Out of all the various Sweetie Drops, she thought herself one of the lucky ones, blessed with a form that resonated with her spirit.

Sure, she didn’t have a special someone like some of the other Sweeties, but she hadn't been looking all that hard. She was confident that she could charm anyone if she tried. Especially with her looks as long as she was allowed to brag.

Slowing to a normal pace, she arrived at her destination. Given her form and job, as well as her circumstances, the crown had given her free reign to dig out in the tundra. Confident in her mining rights, Lapis dropped her bag at the mouth of the cave. Rummaging through her gear, she produced a trio of red stones. Placing them at various locations along the entrance, she stepped back and allowed the magic to work. Pulsing with runes, the stones filtered the air; heating it as it blew in from the blizzard.

With the magic heaters placed down, she stripped out of her winter gear and stored it away. She stretched and made sure her movement was unrestricted. Once that was done, she started sniffing the air for gem veins.

Locating a patch of malachite, Lapis began to claw at the wall. Tail swishing back and forth, she began to sing. “I am a dog and I’m digging a hole~ Diggy diggy hole! Diggy diggy hole!” She didn't care how silly she sounded, this was a song all for her. There were few things she found more satisfying than digging up gems.

Drawing her arm back for another swing, a sound reached her ears. “Uh, hello? Anyone there? I can hear you!”

Lapis paused her digging, rolling her eyes. “Keep talking and stay put!” she called out. “I'll come find you! You do need help, right?!”

“Yes!” the voice called back. “I got lost while looking for special magic stones to research!”

“Alright, here I come!” Retrieving her spare heating rock, Lapis followed the voice. “You got a name, cave voice!?”

“Sunburst! And from where I'm standing, you're the cave voice, Miss?!” the stallion replied, fishing for a name.

“Lapis! Lapis Lazuli!” she called back, taking a turn. “I think I’m getting close! Just keep talking!”

“Okay!” Sunburst paused, seeming to search for something to say. “Um, what brings you down here Miss Lapis?!”

“I realized I was out of gems while opening my shop today! I’m a jeweler! So, I came out to do some gem finding!”

“Oh wow, I didn't think there was a jeweler who did their own digging!” he replied, his tone hinting he found her methods impressive. “Do you make anything that can store magic?!”

“Sometimes. It’s a bit hard, I don’t use magic myself.” She leaped over a small gap, sniffing at the air. “Aha! I got your scent, be with you in a jiffy!”

“Got my scent?!” Sunburst questioned, his interest obviously piqued. “Not very often you hear about a pony with the nose of a bloodhound!” He seemed to chuckle at what he thought was a joke.

“I’m a very special pony.” Lapis giggled, her tail wagging behind her. “No need to shout anymore! I think we’re about to link up.”

“Oh good, my voice was about to go hoarse,” he told her, sounding much closer.

“You okay? Not stuck under any rocks or anything?”

“No, just hopelessly turned around,” Sunburst admitted with a weak chuckle. “Though my glasses are a bit smudged up. And silly me forgot my lens cloth.”

“I got you covered,” Lapis assured as she turned another corner. “And we’re here!” She was greeted by the sight of an orange stallion in a green cloak, staring at her from behind his glasses. “What?”

“I uh, wasn't expecting a diamond dog,” Sunburst admitted, forcing his eyes to meet hers. “Especially not one dressed for summer.”

Lapis giggled, putting her hands on her hips. “Good to know I can turn heads even in a cave. So, whatcha doin’ out here, Sunburst?”

Sunburst adjusted his glasses, revealing the white fur on his hands that made it look like he was always wearing gloves. She also couldn't help but notice the blush peppering his cheeks. “Well, I was looking for certain stones. The royal foal could use them to help with her outbursts.”

“Oh, you mean Flurry Heart. Ya, she's pretty cute. My neighbors tell me she was blowing holes in the palace. Woulda loved to have seen that.”

Sunburst chuckled. “She also shattered the Crystal Heart with a sonic shout. That's why helping her control her magic is important.”

Lapis whistled. “Sounds pretty intense.” Leaning in, she sniffed at him. “Hm... doesn’t seem like it leaves you with a lot of time for proper hygiene.”

He coughed into his hand, his blush growing. “W-well, it doesn't help that I tend to study magic or search for interesting antiques in my downtime.”

Wagging her tail, Lapis walked around him. “I doubt that leaves you much time for other, more intimate pursuits.”

Sunburst seemed to shrink at that, scratching his goatee. “I uh, it has been a while since I was on a date.”

“How long is a while?” she questioned, pushing her chest into his back. “Never?”

“N-no!” he protested his orange fur suddenly red. “I-I have been on a few dates!”

Pushed on by primal urges, she wrapped her arms around him, her paws fiddling with his cloak tie. “You know, it’s cold outside. Not a very nice place for a pony like you to be around.”

“Um, what are you doing, Miss Lapis?” he inquired, though he made no attempt to stop her or pull away.

Sunburst’s timidness brought out something in her. She took his cloak off and tossed it away. Extending her claws, she made a show of presenting them. “I’ve found a virile stallion out by himself. Aren’t you afraid of predators, little pony?”

Her words had a visible effect on the lithe stallion, a shudder running up his spine. This only spurred Lapis on, her paws drifting and her claws raking slowly against his sides.

“Hm.. I think I’ll inspect my catch.” Lapis’s claws shredded his clothes, gently grazing along his skin. “See if you were worth the effort.”

Sunburst didn't say anything in response, his hands fidgeting slightly. His flushed expression spoke volumes, as did his shallow breathing.

“Aw, did I scare the poor pony? Good.” Ripping what was left of his shirt off, she took stock of his build. “Hm... a bit on the scrawny side, but you’ll make a fine meal.”

Sunburst squirmed under her discerning eye, but he seemed to enjoy the praise. He bit his lip, feeling his growing arousal.

“Aw, would you look at that?” Lapis moved her paw, placing it over his crotch. “Hm.. I can spare a few moments to play with my food. Wouldn’t you like that, pony?” she asked, squeezing his crotch. She had to hold back a whistle, her domineering body language faltering for a split second. For such a thin and unassuming stallion, Sunburst was packing. “Mmmm... seems like I’m going to have a nice meal today.”

Sunburst’s body stiffened up, small grunts and whimpers escaping his throat as Lapis felt him up through his pants.

Turning him around, Lapis pushed him onto his back before pouncing on him. “So small and helpless, no one around for miles~ You’re all mine.” She giggled, realizing she had at least two feet over him in height. She liked that. Being able to tower over her soon to be ‘prey’ made her feel powerful. A feeling that Sunburst seemed all too willing to let her revel in. “I think I’ll start... here.” Leaning forward, she opened her mouth wide, easily wrapping them around his throat. She didn’t dare close them, just enough to let him feel her teeth against his skin.

Sunburst's eyes shot open, his body twitching. He kept twitching for a few moments, a long groan escaping his throat.

Releasing him, Lapis sniffed the air. Glancing under herself, she poked at his crotch. “Aw, did the pony finish already? I didn’t even get to the fun parts.”

Sunburst's face was beet red and he was unable to look her in the eyes. “I-I'm sorry. I didn't mean for that to happen. That was all just so new, and the things you were saying and how beautiful you are; I just couldn't stop it. W-we can keep going if you like. I-I usually do that two or three times at home so I'm not spent.” He kept talking, his words eventually petering out into unintelligible murmurs and stammers.

Lapis licked his lips, rubbing her tail across his pants. “I’m not going to let my prey get away because he creamed his pants. I never let my meals get away.” Straddling him, she made a point of pressing her growing erection into his stomach.

Sunburst blinked owlishly, his eyes locking on the obvious bulge in her shorts. “How the hay did you hide that thing in those shorts?” he asked, more to himself than her.

Smirking, she dragged her tongue across his cheek. “Mmm... my red rocket’s so excited to meet you. Why don’t you let the poor thing out?”

Sunburst didn't argue, seemingly transfixed. With surprising deftness, he popped the button on her shorts and pulled down the zipper. He blushed, watching as Lapis’s erection sprang free from her shorts.

“Well, file this under something I learned today,” he muttered, his eyes locked on the tapered tip of Lapis's so-called ‘red rocket’.

Pushing his back down with a paw, Lapis sat on his chest, her tip pointing at his mouth. “You look a little too scrawny on second thought. I might need to fatten you up.”

“And how do you plan on doing that?” Sunburst questioned, finally managing to tear his attention away from the extremity and look her in the eye. He was answered when she poked at his mouth with her rod. One whiff was all it took for her musk to work its magic, his mouth opening wide at the second prod.

“Good boy~” she cooed, pushing into his mouth. “Mmm... that’s a nice feeling~”

If he could talk, Sunburst wouldn't argue with her. There was something about his current position that felt so right. He closed his eyes, moving his tongue around the tip. He shuddered in delight, a strong, earthy taste lighting up his taste buds. It might've been because of who it belonged to, but it certainly agreed with his palate.

“That’s it, take it all~” Lapis started to move her hips, biting her lip.

Sunburst groaned, feeling his flagging erection stir with life. He couldn't stop himself as he started to bob his head in time with the motion of her hips.

“Mmm... have you done this before?” she asked, going her hard. “It feels like you have.”

Sunburst started to answer verbally, only to blush when it came out as incomprehensible gibberish. He opted to shake his head instead, a blush on his cheeks.

“Well, you’re certainly a natural,” she praised, pushing in to the hilt. “Yes~ Take it all!”

Sunburst moaned around her length, his renewed erection straining against the stranglehold his pants had on it. He shivered, feeling Lapis’s tail rub against it. He swirled his tongue around her growing knot, nearly feeling himself gag on her. Despite that, there was something about the act he couldn’t get enough of and a growing hunger formed in his gut.

Lapis let her tongue hang out of her mouth, a look of bliss crossing her features. She thrust hard and fast, in and out of his throat. She gave out silent thanks to Faust, unable to believe her luck. A cute stallion that not only accepted her ‘chew toy’ but lavished it with attention? Hearth’s Warming must’ve come early. She’d have to return the favor later. She shivered at the thought, her paws moving up to his ears. She moaned wantonly for him to show her pleasure, tugging Sunburst’s ears to direct his head where she wanted him to go.

Sunburst closed his eyes, taking whatever she gave him. It never occured to him that he might just swing both ways. Now that he knew, an unknown pressure had been taken off his shoulders.

Lapis let out a howl as she pushed in one last time, firing her load into his mouth. “Mmm.... be a good boy and swallow.”

Following her order, he dutifully swallowed every bit of the alabaster liquid. Once her orgasm tapered off, an idea struck the recluse bookworm. He pulled off her dick with an audible pop, looked up at her and licked up the last dribbles of her load.

“Ooo... I like that.” she licked his head, gazing into his eyes. “Well? Have anything to say for yourself?”

Sunburst panted, trying to catch his breath. Part of it was due to having his airway blocked while the other was due to the endorphin rush swirling in his head. “I uh, would be willing to do that for you again if you liked it that much.”

“Aw, look at you, trying to convince me not to eat you.” Patting his head, Lapis ran a claw down his chest. “Wait, I know. Do you want me to keep you, little pony?”

“Um, yes?” he answered, unsure of what she was getting at.

Lapis giggled, wrapping her tail around his hard cock. ‘Well then, you best prove your devotion to me, Sunny boy.”

Staring at her tail, he shuddered as his mind ran wild with the possibilities of what she could do with the fluffy appendage. “What do you want me to do?”

Lapis gave his erection a squeeze. “That’s mistress, pony. Remember that when you address me.”

Sunburst winced, the pressure just a bit too tight for his tastes. “Y-yes, mistress.”

“Good boy.” She eased up, lickin his nose. “I’ll leave what you do up to you, little pony. Just don’t try to run. That would make me very... displeased.”

Sunburst looked her up and down, idly wondering if she had just given him a challenge. “Displeased how, mistress?”

“Very,very displeased.” She punctuated her point by tracing a claw along his neck.

Sunburst chuckled weakly, her act very convincing. He took stock of his ‘predator’, trying to come up with a way to best show his devotion. “What does my mistress think is the best way?”

“Please me,” she said simply, rolling over so he was on top. “You can do that, can’t you?”

“W-well,” he started, his hands winding up just beneath her impressive cleavage. “I-I might have gone on a few dates, b-but I don’t have much in the way of experience pleasuring a mare. Any actually.” He turned his head away from her, his face burning with shame.

“I’m sure you’ll think of something.” Swishing her tail, she gave him a seductive growl.

“W-well, I might have read one or two books on the subject.” Closing his eyes, he took a deep breath to collect his thoughts. Without thinking, he leaned in, giving Lapis a passionate kiss while his right hand slowly trailed down her stomach.

She kissed back, wrapping her legs around his waist. Her tail thumped against the floor, giving him good signs. He let his kiss follow the odd rhythm her tail set, his tongue searching for hers. In the meantime, his hand dipped below her waist, bypassing her receding rod and pausing only to give her balls a gentle squeeze. His real target though was her feminine jewel. Letting his fingers gently trace her outer lips.

“Oooh... right there~” Lapis encouraged, gripping his shoulders firmly. “Don’t be gentle.”

“Yes mistress,” he replied, his forefinger and thumb finding her clit and giving it a little pinch. While he was at it, he tugged on the little pleasure buzzer, rolling it in a small circle.

Sunburst noticed that even while on the receiving end, Lapis found a way to stay in charge. The paws on his shoulder would adjust their grip based on his performance. He shivered under her command, slipping a finger into her glistening sex. He almost broke into a sweat, her inner walls giving off enough heat to put a furnace to shame.

“Mmmm... yes~” she moaned, digging her claws into his shoulders. “Yes~”

Biting his lip, Sunburst slipped another finger into her. “Lapis, it feels like my fingers are about to catch fire,” he commented, pumping his hand quickly.

“Oh really?” she asked, licking her lips. “Is that good or bad?”

“It's good,” he answered, letting his free hand explore. “You're beautiful.” He had almost added mistress at the end of that, but he didn't want her to think it was part of their little act. “The most beautiful thing I’ve ever seen.”

Lapis's moan hitched, needing a moment to process the compliment. She gave his shoulders a gentle squeeze, smirking at him. “Oh yeah? Give it to me, Sunny. Gimme all of it~”

Sunburst glanced down below his waist for a moment before locking eyes with her. “Do you mean?” He gulped, preparing himself for her answer.

“Mhmm.... I mean exactly that.”

Taking a deep breath, he slowly pulled his hand out of the diamond dog and took hold of his rod. Using his other hand, he adjusted himself so he could line up his blunt tip with her folds. He closed his eyes, trying to recall everything he had learned from the books he had read on sex.

“Come on~ Don’t keep me waiting here, stud. You can please a dog, can’t you?” she teased, rubbing his chest.

“Sorry, just, I don’t want a repeat of what happened with the neck bite,” he told her, opening his eyes to meet hers. “I don’t want to be the only one to have fun.”

Lapis licked his nose. “You worry too much. You’ll be fine.”

Sunburst nodded, taking another quick breath before gently pressing his tips past her folds. Gripping her hips, he pushed it, moaning at just how tight she was. He bit his lip, hoping to stifle more moans and keep from sounding like the hopeless virgin he was. He kept his composure somehow, slowly pushing his length into her.

“Ooh...” Lapis started to move her hips, bucking against his crotch. “I told you, be rough~”

Feeling bold, Sunburst gave one of her asscheeks a squeeze. “I did say I was trying to avoid what happened earlier. But okay.” Gripping her hips, he tried to thrust the rest of himself in one smooth motion. He bit his lip, pushing in to the hilt. “Oooh...”

“Did your books say it’d feel this good?” she teased, failing to hide her giggles while one of her hands kept rubbing his chest. “Real things always so different than what they talk about in books, isn’t it?”

Sunburst gripped her hips, shuffling to his knees. “Yeah, doesn't do it justice.” Drawing his hips back, he withdrew his rod until only the tip remained. “Plus, I only read books describing relations between two ponies. Never thought a predator would catch me.”

“You’re lucky it was me. Any other dog would probably make you dig for her,” she replied, thumping her tail against his leg. “You wouldn’t last a second.”

Sunburst chuckled, thrusting his dick in her again. “No, I'm not made for hard labor.” With that, he adjusted himself and started finding his rhythm. He of course made sure to make it rough like Lapis kept insisting. Every little yelp or yip encouraged him; eventually causing him to reach up and grab her breasts.

“Oooh, that's it, Sunny,” she moaned, her tongue lolling out of her mouth. She arched her back, yielding to his treatment. “Be rough, treat me like a dirty doggy.” Her tail wagged wildly, batting against the ground and Sunburst’s leg.

Thrusting harder, he tugged on her nipples. “Is that what you are? A dirty dog?”

“Yes!” she yipped, her hands gripping down on his shoulders. She pressed herself against him as much as she could, every tug and pull sending electric tingles down her spine. “Harder!!!”

Gritting his teeth, Sunburst sped up his thrusts as much as he could given the vice-like grip Lapis’s pussy had on him. He watched her face contort into a mask of utter bliss while he gave both her nipples a twist. “I’ll go as soft or hard as I want...m-mutt,” he spoke, trying to be assertive.

Lapis stopped herself from giggling, his attempt at dirty talk being more adorable than sexy. She removed a paw from his shoulder and pulled his head down by his goatee so their noses were touching. “Oh, so the pony has some backbone?” she growled, showing off her canines. “Okay, then prove you can be an alpha.”

Blushing, he grabbed a scrap of his shirt and quickly set about tying it around her snout. “That’s enough out of you, uh, dog! You need to be.. Put in your place!”

A naughty thrill went through Lapis. Sure his dirty talk was amatuer but his attempts at taking charge were still admirable. Forcing a glower, she growled and yipped at Sunburst as much as her new binding would allow.

“That’s better.” Sunburst nodded, pushing his glasses up. “You’re yapping was getting on my nerves.” Licking her nose, he began to move again, going rather agonizingly slow.

Lapis whined, moving her hips against his. She could feel every little motion as he made his slow journey out of her. She bucked against his hips trying to get more of him in.

Sunburst hardened his look and gave her tail a sharp yank. “Bad girl!” he snapped, keeping his hand on her tail. “I’m in charge now; that means you go at my pace.” He surprised himself with how forceful he managed to sound, but a part of him liked it. “Is that understood?”

Lapis’s ears perked up and she took a moment to stare at the stallion. It seemed pushing him had given interesting results. She forced her ears to pin to her head, nodded slowly and whined pitifully while giving him literal puppy dog eyes.

“Good dog,” he praised, starting to pick up steam. Catching one of her nipples between his teeth, he gently ground it between them.

Letting out a muffled moan, Lapis closed her eyes and resisted her urge to buck against Sunburst. ‘Oooh... this has been the best dig yet~ I’m totally keeping him~’

Sunburst closed his own eyes, focusing on his own actions. The heat from Lapis felt more intense than when he had been using his fingers. A part of him got the notion he could melt against her. “You’re like a warm blanket, I like that.”

If Lapis could smile at that moment, she would’ve. Instead she opted to moan appreciatively for the stallion. She wrapped her legs tighter, growling softly.

“Now that's a good look for you,” Sunburst teased, roughly grabbing her breast. “Beneath a ‘silly pony’ and loving every second of it.” He rammed into her, moaning wantonly. “Maybe I’ll put a litter of pups in your belly?”

Lapis's tail thumped madly against the ground, imagining herself with a little pup in her arms while their siblings vied for her attention. ‘Being a mom... that does sound nice.’

“Now there's a reaction,” Sunburst noted, kissing her nose. He grunted, his composure starting to wane. “I-I think... I’m close...”

Lapis whined, trying to communicate that the feeling was mutual. One of her hands snaked down to his balls, rolling the sensitive orbs around in an attempt to further coax his orgasm. She was rewarded when he let out a long moan and began to pump his seed into her. A muffled howl escaped her lips as her walls clamped down around him and she joined him in the throes of bliss.

Sunburst panted, reaching a shaky hand up and removing her muzzle. ‘I-I take it it was really good?”

Lapis pulled him into a tight hug, licking his cheek. “Mmm, very good. If that’s your first time, I don't think I'm letting you go any time soon. You’re totally staying with me from now on.”

Sunburst chuckled, returning her hug. “I don't think I'd mind that.” Letting out a content sigh, he let his head rest against the crook of her neck. “I could live in a cave if it meant being with you.”

Lapis giggled, running a hand through his mane. “Lucky for you, I live in an apartment above my shop. No caves for you. Gotta help out around the shop too.”

“I’m good at Math,” Sunburst started, adjusting his glasses. “I can help you balance the books when I’m not doing my Royal Crystaller duties.”

“Shh... just cuddle.” Putting a finger to his mouth, Lapis cut off any more talk. She pulled him close, licking his neck. “Just cuddle, before stuff gets complicated.”

Sunburst nodded, letting himself enjoy the moment. He ran his hand up and down her back, catching himself before he vocally praised her cream-colored fur. Laying his head down on her chest, he smiled, listening to her heart beat.

Lapis sighed softly, holding Sunburst tight. She knew she'd have to tell him the truth about her identity later, but at the moment she wanted to leave the moment unspoiled.

A few months had passed since Lapis's special encounter in the cave. In that time the two had started dating. She had even found a newfound love in antique hunting thanks to him.

In that time she had also saved enough money to hire a full-time employee, a crystal unicorn mare by the name of Rose Quartz. With her help they had been able to craft items capable of holding minor enchantments.

“Have a good night, Rose?” Lapis asked, opening the door for her. “I know you were meeting someone nice.”

Rose nodded, a sheepish smile on her face. “Yeah, I met this guitar player out at the market and little while back.” She held up a hand, preempting a quip from Lapis. “I know, cliche as it is he's really sweet. He doesn't pretend to be deep just because he's a musician.”

“I’m happy for you.” She pat her shoulder, smiling. “You’ll have to tell me more about him later, alright?”

“And how are things with your stallion, boss?” Rose questioned, taking off her jacket and stepping into the shop. “Still sweet enough to give cavities to anypony watching?”

“You know it.” Chuckling softly, Lapis sat down at her desk. “Hey, Sunny! You coming down or what?!” She called back up the stairs.

“Sorry honey!” he called back, his voice muffled. “I'm using that product you recommended for my mane and beard! Can't be unkempt for the customers!”

Lapis giggled, shaking her head. “See what I have to put up with?”

Rose sat down at her own desk, waving a hand. “Stallions are so high maintenance. It's no wonder so many mares don't bother with them.”

“I don’t know about that. My family is the exact opposite.” Lapis giggled, beginning her work. “Maybe I’ll tell you about it someday.”

“Sounds good to me, boss,” Rose replied, getting to work herself. “I'll buy us drinks, in my experience, opening up about family is best done with a buzz going.”

Lapis chuckled to herself, focusing on her work. “Okay, Rose.”

The two were only at their orders for a few minutes more before Sunburst walked down. He quickly made his way to Lapis and kissed her cheek. “You ladies having fun?”

Lapis returned the gesture, smiling. “I'm making custom wedding rings for one of our regulars, Aquamarine.”

“Ooh, that’s pretty nice.” Moving to his desk, Sunburst took his seat. “Anything else interesting on the list?”

“Well, I’ve been itching to make a set out of that alexandrite I dug up. Trying to decide if I want to pair it with silver or gold. Did you ever look up the market value for alexandrite? I wanna give the customers a fair price.”

Sunburst looked through his papers, clicking his tongue. “Uh... here it is! Fifty bits per kilogram of uncut alexandrite.”

Lapis leaned over, took the paper and put it somewhere she could see. “I knew I kept you around for a reason, Sunny!”

The trio fell into a nice rhythm, getting through their work at a happy pace. Eventually, closing time came and Rose left the two of them to close up. Lapis glanced at Sunburst, pulling a letter out of her desk.

“Hey, Sunny, I need you to read something,” she spoke, holding the letter out.

Adjusting his glasses he took the letter with a quirked brow. “A letter? What's this all about?” He opened it and took a seat at his desk to read.

Lapis fidgitted, gripping her desk hard enough for her claws to leave a mark. The others had had success with keeping their significant others after revealing the truth. She prayed to Faust she wouldn’t break the streak.

His eyes widened and he put the letter down. “Lapis, what's all this about clones?”

“I’m a clone,” she admitted, looking down at her paws. “Spawned from chaos infused candies from the original Sweetie Drops.”

“No wonder you don't like to talk about family,” he commented, looking down at his hooves. “This is crazy.”

“Y-yeah...” she agreed, peeking up at him. “D-do you want to leave?”

“What?” Sunburst questioned, his head shooting up. “Why would you ask that? Do you want me to leave?”

“No!” Lapis practically tackled him, nuzzling his head. “I never, ever, ever want you to leave, Sunny!”

Sunburst wheezed, needing a moment to catch his breath. “Lapis, this is just a lot to take in. It doesn't change how I feel.”

“Good!” Her tail wagging a mile a minute, Lapis licked his head. “You still have to sign the vow of secrecy but, we can do that later.” Grabbing a box off a shelf, she opened it. “Now, I have something else for you.” Beaming, she put a collar around his neck, sporting an emblem of a dog’s head in her colors. “There, now everyone can see who you belong to.”

“Hey!” Sunburst cried, feigning protest while he scratched behind her ear. “I'm in charge sometimes!”

“Sometimes,” she conceded, dragging her tongue along his horn. “This isn’t one of those times.” Slapping his ass, she pointed to the stairs. “Get ready for me, I’ll be right up.”

Sunburst shook his head, getting up. “Do you want me in an outfit or just that pair of underwear you like?”

“Surprise me!” She called after him, doing a quick clean up of the shop. Lapis sighed in content, looking at a picture of herself and Sunburst at a park. Her name was Lapis Lazuli and she had a wonderful life. Smiling brightly, she made her way up the stairs, confident she had found her place in the world.

Smoldering Autumn

Author's Note

Note: All characters are over the age of 18. No underage characters were involved. Chapter also contains femdom, lesbians and spanking.

Smoldering Autumn

The Friendship Express screeched to a stop at the Ponyville Station. After a few moments, a white furred and green-scaled kirin burst out the door and onto the platform proper. Her curly orange mane bobbed every which way as her head whipped around to take in every little detail. Everything was so different from her home in the reclusive little village she had embarked from. She was clad in a simple woven top and shorts, both of which showed off a lot of fur.

“Oooh! This is going to be so much fun~~” She leapt off the platform, startling more than a few ponies. “Sorry! Sometimes I just get carried away!” She giggled to herself, noting that ponies reacted to her a lot like her fellow kirin did. She made a silent hope that they wouldn’t try to steal her voice too before dismissing it with another laugh.

Autumn Blaze hummed to herself as she skipped down the streets of Ponyville. It never once occurred to her to ask where to find either Applejack or Fluttershy, she was too busy just enjoying the ambience of the town. The buildings were far different than the ones she was used to. So many sharp angles rather than the natural curves of trees. On the other hand though, ponies seemed far less awkward as they milled about. Then again, they weren’t all trying to figure out how to speak all over again like her fellow villagers were.

“It’s so nice here!” Autumn grabbed up the closest pony, pressing her muzzle to theirs. “It must be sssooo much fun to live here! Do you guys like to sing here? Cause I love to sing! Love to talk too!”

The pony chuckled weakly, pushing herself away from the kirin. “Uh, I’ve gotta do a thing.” With that, they dashed down the street.

“She must be busy,” Autumn brushed off, still wearing her smile. She gasped, her eyes widening as they landed on the Friendship Castle. “I have to see that!” She skipped off in the direction of the castle, humming the beginnings of a new song to herself. Something about the colors coming off the castle from the reflected sunlight.

Stopping at the doors, she cooed in wonder. “It’s so pretty!! We don’t have anything like this back home! I’d know.” She put a hand to the trunk of the crystal tree, oohing and ahhing at the cool surface. Leaning in, she sniffed at it. “I wonder if it takes like rock candy?” On a whim, Autumn dragged her tongue over the surface. “Bleh! That doesn’t taste very good at all! How can dragons eat this stuff?” She tapped her chin in thought. “And why doesn’t it taste good to me if kirins are supposed to be related to dragons? Am I defective? Were we wrong about our ancestry?”

“Uh... why are you licking Headmare Twilight’s castle?” a slightly gruff voice asked from behind her.

Autumn spun on her heel and grinned. “I don’t really know myself! It was just a whim that I acted on. Kirins are supposed to be descended from dragons so I thought I’d like the taste!”

“Ya... I know what a dragon looks and smells like, and uh... you just look like a weird pony.” The figure turned out to be an orange dragoness who sported purple spines. She wore more clothing than Autumn; a tight black t-shirt with a dragon skull design and a pair of jeans.

Autumn giggled at the assessment, stepping up to the dragoness. “Come on, can’t you see my horn and scales? Those aren’t very pony-like.” She wrapped a knuckle against both of those features and put them on display.

Reaching out, she grabbed the dragoness, turning her head this way and that. “I’ve never actually seen a dragon before. Well, not in person. But Azure Sky keeps all of our tribe’s art, so I’ve seen them before. You look so much better than that.”

The dragoness huffed, swatting Autumn’s hand away. “Do you know what personal space is? And of course I look better than some dumb old drawings, I’m awesome!”

Autumn giggled nervously. “Sorry! It’s just, my village only just started talking again! See, we used to get into these really bad fights and our leader made us get rid of our voices. You have any idea how frustrating it is to have all these words jumbled up in your head and not being able to say them? Anyway~ I found a cure and got kicked out of the village and lived out in the woods! You know they say being out by yourself, with only makeshift ‘friends’ as company can make you a little coocoo but I’m fine! Oh! But then Applejack and Fluttershy visited and they helped the rest of my village decide to take the cure and now I’m here to visit them!” Long tirade finished, she gave the dragoness a big smile.

“Okay, the motormouth makes sense now,” The dragoness said to herself. “And why was the fighting a problem? That’s just how dragons figure out who should be in charge.”

“Oh that’s easy! Because kirin become nirik, burst into flame and become raging monsters that destroy everything around them when their angry!”

The dragoness’s eyes lit up. “That sounds awesome! You gotta show me what that looks like!”

“I’d rather not. Last time we all went nirik, we burned down our village and gave up our voices. I don’t want to end up burning down Ponyville or something.”

The dragoness waved her off. “Pfft, don’t worry about that. Dragons are fireproof. If you seem like you’re gonna go berserk I’ll wrestle ya to the ground until you calm down.” She puffed her chest and added, “Trust me, I’m pretty scrappy.”

“I dunno. You look pretty scrawny to me,” Autumn argued, poking the dragoness’s arm.

“Scrawny!” The dragoness’s wings flared out behind her and smoke poured out of her nostrils. “I ain’t scrawny you borderline nudist!”

“I am not a nudist!” Autumn shot back, frowning. “Why are you even wearing those anyway, you have scales.”

“Because ponies are prudes.” She crossed her arms over her chest and turned her head away. “Dragonlord Ember told me that I need to wear stuff like this or else ponies would go nuts.”

“And you called me the nudist?” Autumn questioned, happily following after her.

“Nudism is a pony concept,” the dragoness dismissed, waving her hand. “Doesn’t mean a thing to dragons. As long as you don’t bone in public, we don’t give a damn.”

“Well then, why don’t you take it off now? It’s only me and I’m not a pony,” Autumn offered, smiling at her. “Promise I won’t tell anyone ever.”

“We are right by the school,” the dragoness answered, pointing to the building behind the castle. “You think I wanna risk getting called to Headmare Twilight’s office because I wanted to get some sun on my scales?”

“Aw, but where’s the fun in life if you do rebel now and then?” Autumn asked, putting her hand on the dragonesses head. “Oooh! I could sing you a song all about it! I just love to sing! Did you know I even wrote musicals?”

The dragoness’s ear frills drooped, a terrified look in her eyes. “Oh crap, who have I run into?” she muttered to herself.

“I wrote this one about this kirin who gets his face burned and has to hide in the sewers but he falls in love with this actress and takes her to his lair! Everyone loved that one!” Autumn beamed, putting her arm around her companion. “So... I’m Autumn Blaze, what’s your name?”

“Smolder,” the dragoness answered, staring at Autumn like she had two heads. “And you just described a pony musical. Except, it stars ponies, not kirins.”

“Huh, well, I guess great minds think alike,” Autumn dismissed. “So, what’s a cute dragon like you doing here, Smolder?”

Smolder blushed, puffing out more smoke. “I’m not cute,” she grumbled. “And I’m here because I’m a student at the Friendship School.”

“Aw, I think you’re very cute, Smolder.” Autumn smiled, pinching her cheek. “It make me want to sing~~~”

“I get the feeling everything makes you wanna sing,” Smolder deadpanned, swatting the hand at her cheek.

“Oh you have no idea, I could sing for just about anything.” Autumn smiled.

“Well uh, nice to meet you, Ms. Blaze,” Smolder said, taking a step back from the musically inclined kirin. “But I've got,” her eyes drifted to an odd corner of the school, “homework.”

“Oooh. What’s homework? Is that like chores or something? Can you teach me how to do it?” Autumn got up close, pressing her face against Smolder’s. “Please?”

“Uh, I guess you could say they're like chores,” Smolder replied, her muzzle scrunching up. “It's stuff teachers give us to help learn our lessons.”

“Like what?”

Smolder scratched her cheek, racking her brain. “Stuff like not judging someone based on your first impression.”

“That’s a good one.” Autumn nodded her head. “Come on! Let’s go exploring!” Taking Smolder’s hand, she dragged the smaller female along.

“Hey!” Smolder protested, trying to free her hand. Much to her surprise, the kirin had an iron grip. “Lemme go, ya weirdo!”

“Aww, come on,” Autumn pouted. “I need your help in case I get lost. Won't you please be my guide? Pleasssse?”

Smolder rolled her eyes and sighed. “Okay, I'll be your guide.” She eeped as Autumn pulled her into a bone crushing hug.

“Thank you so much!” Autumn cheered, rubbing her cheek against Smolder's. Just when the dragoness thought she'd pass out, the kirin released her. “Now let's explore!”

“Well... where do you want to go?” Smolder asked, looking up at her.

“I want to see as much as I can!” Autumn exclaimed, her eyes twinkling. “I’ve spent my life cooped up in a secluded forest. It’s time I saw the world!”

“Right uh... lets start at the school.” Taking the lead, Smolder guided her to the school. “It’s a nice place, better than my cave.”

“So what is living in a cave like?” Autumn questioned, following at the dragoness’s heels. “Do you make beds out of rocks?”

“Yeah, not very comfy though.”

“Wouldn’t imagine they are,” Autumn replied with a giggle.

Smolder led her through the halls, pointing out the various rooms. “And this is Counselor Starlight’s office. You might want to see her. She might be able to do something about your ‘temper’,” she mocked, using quotation marks.

“Good idea!” The kirin beamed and dragged Smoulder by the hand into the office. She deflated slightly once she was inside. “Aww, the counselor isn’t in.”

“She’s out doing something or other,” Smolder said, sitting on the desk. “Not like you’d have all that much to talk about.”

“Guess we’ll just have to wait,” Autumn conceded, taking a seat next to Smolder. “In the meantime, we’ll have to entertain ourselves.” Leaning over, she nuzzled her. “I can think of a few things...”

Smolder blinked owlishly, a blush overtaking the scales on her face. “Wh-what do you mean by that?”

“Oh come on, you know what I mean. I haven’t been with anyone in a very long time! Makeshift friends don’t count either.”

“Uh, should we really do that in Counselor Starlight’s office?” Smolder said, her tail swishing slowly. “I mean, we might make a bit of a mess.”

“Where’s the fun in playing it safe?” Autumn didn’t wait for a yes or a no, already pulling up Smolder’s shirt.

Biting her lip, the dragoness didn’t fight the kirin’s actions while she silently debated with herself on the issue. Her breasts hung free, making her shiver ever so slightly.

“Well aren’t you naughty,” Autumn teased, pulling the shirt up and over Smolder’s head. “You don’t even wear one of those bra things that Applejack and Fluttershy taught me about.” She tossed the offending garment away, taking a moment to take in Smolder’s chest. A leonine purr rumbled in the kirin’s throat, a playful grin on her muzzle as she reached out and cupped Smolder’s breasts.

“H-hey! I-I didn’t say yes!” Smolder blushed, slapping at Autumn’s hands.

“You didn’t stop me when I took off your shirt,” Autumn countered, though she retracted her hands anyway. “But I guess I’ll ask outright. Wanna have sex?”

“Well uh...” Smolder gulped, suddenly finding herself tongue tied.

Autumn chuckled, tossing away her own top. “Take your time answering. I think we have all day.” Moving her hands down, she made a show of sliding off her shorts.

Smolder’s eyes were fixated on the show going on barely a foot from her. Despite being an oddball, the kirin had a stellar figure. Probably had something to do with fending for herself for a prolonged period of time. Staring so hard, she didn’t even realize she had started drooling.

Autumn smirked, wiping up the drool at Smolder’s cheek. “I see you like staring. Is that all you like?”

“N-no!” Smolder nearly shouted, her blush tinting her face a deep shade of red.

Autumn swiveled on the desk, letting the dragoness get a frontal view of her. “Oh? Then what else do you like, cutie?”

“I like tits and you got a pretty good set of em.”

“Show me how much,” Autumn compelled, giving her chest a teasing shake. “Come on, you know you wanna~”

“Buck it,” Smolder muttered, her hands latching onto the pillowy orbs and burying her face in the valley of the cleavage. She squeezed and kneaded them, savoring their softness.

Autumn cooed in appreciation, wrapping her hands around the back of Smolder’s head. “See? Isn’t that good? I certainly think it is~”

Smolder didn’t answer right away, far too busy running her thumbs along the part of Autumn’s chest where scale melded into fur. It was utterly fascinating and unique to the young dragoness. ‘Never even heard of a kirin before. Wonder where they even came from.’ She pulled her head out of Autumn’s cleavage and snaked her tongue out to wrap around the kirin’s nipple. With a surprisingly deft movement, she used the appendage to tug on the nipple.

“Oooh! Now that feels good~” Autumn moaned, wrapping her tail around Smolder’s. “And here I thought you were a virgin.”

Smolder retracted her tongue with a lewd ‘slurp’ and smirked at the larger mare. “Inexperienced, maybe. But I'm not a virgin by any means. Still doesn’t mean I’m as thirsty as you are.”

“Hey! I haven’t gotten any in a long time! You'd be thirsty too!”

“Bet you got real good with your hands,” Smolder teased. “You don’t even have a stiff tail to use. No wonder you’re all clingy.”

“Is that a hint?” Autumn shot back, wiggling her digits. “And you're right, kirin tails are great for tickling, but terrible for self-care.”

“That’s what happens when you put a pony, lion and a dragon in a blender and hit puree.” Smolder poked at Autumn’s mane. “I’m surprised you managed to come out looking so good.”

Autumn’s eye twitched, smoke rising out of the top of her head. “What exactly are you saying?”

“What? For the odd combo, you look really good,” Smolder said with a shrug, utterly oblivious.

“I am not an accident of nature!” Autumn roared, her entire body exploding into purple flames. Her scales and fur turned black, her eyes burning a pure white. “How dare you imply such a thing!”

“Oh, that’s a nirik,” Smolder muttered, her pupils contracting into pinpoints.

Autumn snorted, her flaming tail tightening around Smolder’s. “If you think I’m going to let that slide, you’re not a very smart dragon!” Grabbing Smolder by the shoulders, she shoved the hapless dragoness across her lap. She easily held her there with a hand between her wings.

“H-hey! What do you think you’re doing, Autumn?!” Smolder cried. She struggled against Autumn’s grip, only succeeding in an awkward wiggle in the nirik’s lap.

“Punishing you,” Autumn replied, tearing off Smolder’s jeans before bringing her hand down on Smolder’s ass.

The dragoness gasped, her tail shooting out straight behind her. The flames coming off of Autumn were hot enough to be felt against her exposed scales. They weren’t at magma pool levels, but hotter than a typical fire by a longshot. She vaguely recalled Headmare Twilight saying that all the desks were fireproof before another whack brought her back to reality. A grunt of pain escaped her throat. But there was something else. Something that she couldn’t quite place in the moment.

Autumn snarled, bringing her hand down harder and turning Smolder’s cheeks red. “Dragons are nothing but big, obnoxious lizards! No concept of tact or politeness!”

Smolder shuddered under the onslaught of insults, a strange feeling welling up in her gut. “Wh-what else do you gotta say about dragons?” she panted out, catching her breath. “B-be honest, t-that’s what Applejack says!”

“I think your culture sounds like a cesspool of machismo!” Autumn boomed, bringing her hand down again. “All bluster with nothing but dumb muscle to back it up!”

Smolder's body tightened up, a heat welling up between her legs. “Y-yeah? T-that all?”

“I think you're inconsiderate and smug!” Autumn added, doling out two more quick swats. “You don’t care if what you say hurts, you just say it!”

Smolder nodded, rubbing her legs together. “O-oh yeah. I’m a little scaley jerk. Whatcha gonna do about it?”

“First I'm going to spank you until you won't want to sit for a week!” the nirik snapped, bringing her hand down again. “How’s that feel, you haughty little reptile?! Not so smug now, are you?!”

“I-I dunno, I still feel pretty smug,” Smolder replied, managing a smirk. “Maybe some more punishing will do the trick? I don’t think you’re getting anywhere with the spanking.”

Autumn pulled Smolder off her lap, a thoughtful expression on her muzzle. She draped the dragoness across the table and grabbed her thick tail. “I think I can come up with something.”

“L-like what?” Smolder asked, looking over her shoulder. She knew could could just leave, the door was right there. But this... this felt good. More than a little humiliating but oh so good.

“This,” Autumn said simply before shoving the tip of Smolder's tail up the dragoness's slit. Before the smaller female could react, she strode around the prone dragon, grabbed her head and put it up to her folds. “Lick, you'll see what comes next.”

Smolder panted, both from her tail and her sore rear. “And what If I don't’ want to?”

Autumn reached over Smolder's back, pinching the bases of her wings. “You really should take your punishment.”

A pitiful whine escaped Smolder’s throat. “Y-yeah well I don’t want to! I’m a dragon, a full blooded one. I’m not gonna let some scaley lion-pony tell me what to do!” To add to her point, she began to push herself up.

Autumn leaned down, putting her weight on Smolder's wings. Using her hands, she pinched and twisted the appendages. Squeezing them, she smirked as Smolder let out a long moan of pain and pleasure. “I don’t think you’re going anywhere. Now, lick.”

Smolder quaked under the commanding presence, dragging her tongue across the nirik's folds. She hummed in appreciation, noting to herself that her ‘captor’ had a pleasantly smoky taste. Burying her face in Autumn’s crotch, she licked and nipped at her.

Autumn let out a moan of her own, one of her hands releasing Smolder's wing. She draped herself over the dragoness and grabbed her tail. “That's a good girl, keep that up.” With tail in hand, she pumped it against the dragoness's twat.

The sudden thrusting made Smolder stop, shuddering at the sensation. It vanished soon after as Autumn stopped moving her hands. If her wings weren't pinned, they'd be flapping. There was something exhilarating about having her pleasure controlled by another.

“Lick,” Autumn ordered, glaring down at Smolder. She squeezed her wing again, far harder than she had before.

Smolder groaned, dutifully returning her task. She capitalized on her unique biology, snaking her appendage far into the nirik's pussy. Her initiative was rewarded when Autumn began to move her hands again.

Smolder closed her eyes, rocking her body in time with Autumn's ministrations. She had used her tail on herself before, but someone else treating it like their toy was a new experience altogether. Feeling rebellious, she let one of her fangs scrape Autumn’s clit.

Autumn groaned, arching her back. A low growl rumbled in her chest as she said, “Oh, two can play at that game.” She roughly pumped Smolder's tail, pushing just a few inches more inside to stretch the dragoness's walls. “I can get as rough as I need to.”

Smolder moaned wantonly, twisting her tongue around Autumn’s pussy like a demented helicopter. She grinned, ear fins twitching at Autumn’s moans. She switched up her motions, wriggling her tongue like a snake and pistoning it in and out of the nirik. When only the tip was left inside, she made sure to give a flick of her tongue against Autumn's clit.

Autumn moaned, her juices covering Smolder’s muzzle. “Ah, I see. You’re one of those.” Her horn burned brighter, a broom from by the door lighting up in the same burning aura. The dragoness caught the light in the corner of her eye and she had to idly wonder what her captor was up to. It all became clear when Autumn whacked her backside with the broom handle. “The safe word is Marmalade.”

Smolder groaned from the hit, redoubling her efforts. She made a silent promise to herself that there was no way that she was going to use the safeword. She wriggled her ass, trying to entice another whack. Autumn didn’t need the encouragement, but with it she made sure to give the eager dragoness an extra hard swat across both cheeks.

“Is that what my little dragon wants? A sore backside?” Autumn cooed, doing it again. “Mmm... the things i could do to you back home...”

Smolder retracted her tongue for a moment to plead, “Tell me! Tell me what you’d do!” Once the words were out she was back to her task in an instant.

“I’d bind you up nice and tight. Toys in both your holes, a gag to shut that mouth of yours up. I’d string you up and leave you for a while. A day or two of that should straighten you out.”

Smolder panted, the erotic scene playing in her mind’s eye. She showed her approval by rocking against Autumn and nipping gently at the nirik’s pleasure bud. Sucking in a gulp of air, she breathed out a wave of heat, focusing on Autumn’s honey pot. Autumn cooed in pleasure, breathily giving out words of encouragement while swatting away at the dragoness’s now bright red ass.

“Mm... that feels nice. Turn the flame up, Smoldy, I want us both red hot!”

Smolder nodded dumbly, blasting out a wave of pure heat. She avoided using actual flames, mostly because she was unsure if a nirik’s insides were as flameproof as the outsides.

Releasing Smolder’s wing, Autumn took her tail in both hands, slamming it in and out of the dragoness’s dripping hole. “That’s it, just like that!”

A muffled scream tore out of Smolder's muzzle, her body lighting up in pleasure. Her licking became frenzied and lost all sense of rhythm or technique. So deep into the pleasure, she didn’t notice when the door opened.

“Mmm, am I in trouble, Professor Spike?~” a familiar voice cooed.

“Oh yeah, you’re going to get punished real go-” Spike stopped mid sentence, watching the scene playing out in front of him. “Uh…” the drake trailed off, trying and failing to articulate a thought.

“Spike, what’s-oh.” Starlight stopped besides him, peering over his shoulder. “Smolder, mind getting off my desk?” she requested, hiding her discomfort.

“Get out!!!” Autumn bellowed, her flames brightening.

“This is her office!” Spike retorted, shielding Starlight from the flames. “You get out!” He grunted as Autumn shoved them out with her magic and slammed the door. He went to try the door, only to find it wouldn’t budge.

Spike snorted, giving Starlight room to breathe. “Looks like someone had the same idea as us.”

“It looks like,” Starlight sighed, crossing her arms. “I don’t like it at all.”

“We can talk to Smolder at her dorm later,” Spike assured, offering the mare his jacket. “Now, we either gotta get you dressed or find a place to undress you.” He looped an arm around her and led her down the hall.

“Don’t stop!!!” Smolder pleaded, bucking her hips back against her tail. “I-It’s so good!”

“Like I was going to stop, slut!” Autumn snapped, grinding her crotch against the dragoness's muzzle. “Not until you learn your lesson!”

Smolder whimpered, licking and nipping away. The heat in her loins reached a boiling point, her juices sizzling on the desk beneath her. She cried out, thrusting her tongue as deep into the nirik’s pussy as she possibly could while she rode out her orgasm.

Autumn let out a bestial roar as she came, covering Smolder’s face in femcum. Her body sagged as her flames died down; returning her to normal. “T-that was... amazing...” she muttered before falling backwards. A snore passed her lips even before she hit the floor.

Smolder rolled over, falling onto the floor ass first. “Ugh, can barely move. Legs, jelly.” Pulling herself over to Autumn, she rested her head on the kirin’s plush breasts. “Way better than a rock!”

Thunderlane and the Love Bug

Author's Note

Chapter contains:
TF/TG, Tentacles, lactation and otherwise vanilla sex

Thunderlane and the Love Bug

Thunderlane slung his bag over his shoulder, The Wonderbolts Headquarters behind him. He might've been in the reserves, but he still took pride in his job. The downside, after a day of flight training, the long flight back home to Ponyville was always a chore.

Spreading his wings, he took to the sky. A few other bolts waved him off; a gesture he returned amicably. There were some days he wanted to move to Cloudsdale and cut down on his commute, but Ponyville had been good to him and his little brother. He may not have some fancy necklace like another bolt he could think of, but loyalty still mattered to him.

His trip back was slow and leisurely, and after a moment of thought, he decided to take the scenic route. The Everfree sprawled out below him, the trees so thick he could only gleam an infrequent look at the forest floor. He grinned feeling one of the random thermals the Everfree was famous for lift him higher. He might’ve been apprehensive about the forest itself, but from the air there was an odd beauty to it.

Acting on impulse, he dropped his altitude, skimming the trees. A dangerous thrill ran up his spine, only encouraging him. He started to laugh, performing corkscrews and tight loops to only add to the danger. His fun came to an abrupt stop as something wrapped around his leg. His eyes widened in panic and his head shot down to take a look at what it could be. He felt a bit of relief when he saw it was just a vine. He steadied himself in the air and attempted to remove the vine.

Another vine lashed out, wrapping around his arm. Another and another shot out of the treeline, wrapping around Thunderlane’s limbs. He struggled against the vines and tried to fly away. His escape was short lived as two more vines snaked up and constricted his wings. He could only struggle as the vines pulled him under the treeline. His back slammed against a nearby tree and he grunted out in pain.

“The hell is that?” Thunderlane shook off the pain, his eyes widening as the vines dragged him to a rather ugly looking, curled up flower. It opened upon his approach, quickly reclosing around him. He renewed his struggle, shouting in the vain hope someone could hear him. He gagged, one of the vines forcing its way into his throat. The urge to retch rose up within him as an odd sap started to drip down his gullet. Another vine wrapped around his neck, coaxing him to swallow the fluid.

His panic rose as the fluid coated insides of the flower started to burn away his clothes. It lessened, only slightly, as it seemed to leave his fur and skin alone. A soft moan escaped him, as another vine, rather different from the others, latched onto his exposed sheath. His eyes fluttered, oddly noting that the sap must have some sort of muscle relaxer in it. He could only weakly moan and twitch as the odd vine pulsated around his sheath.

It encompassed his growing erection, his body starting to feel hot and needy. A drunken haze descended over him, drowning out coherent thought. A dumb smile spread across his face, the growing warmth feeling pleasant. “Dat feels nice...” he lisped around the vine, moaning as the one around his dick started to massage him. His hips bucked weakly, hoping to enhance his pleasure. A dim part of him noted that he was in danger, but the haze drowned it out. He drank the sap willingly, eager to sample more of the wonderful substance. It was sweet, almost too sweet, but that didn’t matter to the dazed stallion.

As the heat built up in his body, he gave into the pleasure. He never even noticed when his body started to shift with each pump of his dick. Even as his balls started to tighten up and recede into his body, he drank the sap without a care in the world. Vines wrapped around his growing pecs, squeezing the soft flesh. A happy groan escaped his mouth, the vines crawling around his body and seeming to resculpt it like he was made of clay.

His moans increased as his pecs grew fatter, more and more resembling breasts. The vines squeezed and groped, encouraging further growth and further consumption of the sap. His mind only dimly noted that his moans were growing more feminine. Then again, what was there to worry about? Mares were great.

The vines tightened around his now D cup breasts, causing milk to spurt out. The flower started to lurch, something impacting it from the outside. He didn’t seem to care, drinking more and more. His waist cinched in, the vines tightening around his ass and thighs. His haze slightly lifted when light started pouring in from cracks forming in the closed petals. His eyes cracked open, finding a silhouette forcing the flower petals apart.

“Who dat?” Thunderlane wiggled his hips, feeling them flare out. His ass swelled, feeling rather nice as the vines tightened their grip. Through his blurry vision, he could make out a pair of antlers and a small horn between them. A changeling?

The heat intensified, and Thunderlane bucked his hips. He was close, oh so close! Whoever it was, they had to let him finish first. They just had to! That request was denied as a stream of magic tore through the vines, cutting him free. A pitiful whine escaped Thunderlane, the flow of sap finally put to a stop. He spit the vine out, desperately licking at his lips for whatever specks of sap were left. Without the constant flow, his head was starting to pound and his body felt like it was made of lead.

“Wh-who’s there?” Thunderlane slurred, his eyes desperately trying to adjust to the light.

“My names Pharynx,” the changeling replied, pulling Thunderlane from the flower.

“P-pha...ahh!!!!” Thunderlnade bucked his hips, riding out the best orgasm of his life. The vine that had been milking his rod fell away, leaving him with a dripping slit.

“You’re lucky I got here when I did,” the changeling noted, putting the former stallion over his shoulder. “Those flowers are nasty pieces of work. Some type of weird magic plant, sucks the masculinity right out of ya.” Pharynx glanced over at Thunderlane. “And you don’t wanna know what they do once they get ya to finish.”

“Mascu wah?” Thunderlane asked, trying to manage what felt like the worst hangover of his life.

“Turns guys into girls,” Pharynx said simply, starting to walk out of the forest.

Thunderlane frowned, trying to process Pharynx’s words. “Bah... I’m not a girl...”

“Okay, then try to find your dick,” the changeling challenged, a snicker escaping his lips. “And you got a rather nice jiggle going on.” Reaching up, he slapped Thunderlane’s left cheek. “Gotta nice bounce to it.”

Thunderlane gasped, his tail flicking indignantly. His hands shot down to meet the challenge, only to find no trace of his sheath. Instead, one of his fingers nearly slipped past his newfound folds and caused him to gasp again. “What the fuck!?” he managed to shout, panic breaking through his mental fog.

“Do you mind not screaming?” Pharynx asked, wincing. “That is right in my ear and hurts like a bitch.”

“T-take me back! Make that stupid plant give me my dick back!” Thunderlane ordered, desperately flapping his wings. “Listen to me, damnit!”

“The plant doesn’t give masculinity back, it only takes,” Pharynx replied, his grip staying strong. “That’s like asking to get a head of lettuce back after you eat it in a salad. Might be a plant somewhere that does the opposite but, good luck finding it. But hey, you make a pretty hot mare.”

“That doesn’t help right now,” Thunderlane grumbled, his flailing coming to a stop. “I liked being a guy. I’m not a changeling, my sex isn’t something I can just change on the fly.” He crossed his arms, stopping his new breasts’ infernal bouncing.

“Fair point, but there’s nothing you can do about it right now,” the changeling pointed out. “You should be glad you got out of that flower at all. Tell me, would you rather be braindead or a hot mare?”

Thunderlane shivered, licking his lips again. “That why it was pumping that stuff down my throat? Cause... it tasted really good...”

“Muscle relaxer,” Pharynx answered. “Puts a stop to any struggling and makes you not notice the shifting in your bone structure. Also why I’m carrying you. Your legs couldn’t take a step like this.”

Thunderlane nodded, testing out his limbs. It was like he was trying to swim through concrete. Pharynx was right, there was no way he could fly or walk in his condition. “Thanks, Pharynx. I uh, appreciate the save.”

“Ah well, my brother wants to make nice with ponies and nobody else was gonna reach you before your brain broke so, I figured I should do something about it.”

Thunderlane nodded, settling on Pharynx’s shoulder the best he could. “Still, it was cool of you. And I’m sorry for freaking out on you. Hey, how about I return the favor a bit? I can cook you up a meal as a thank you.”

Pharynx snorted, a smirk weaving across his face. “You sure you wanna a favor? What if I want to say... take advantage of that heat you just entered?” At Thunderlane’s horrified expression, he broke into laughs. “Relax, relax. A meal’s fine. Haven’t eaten a lot of pony food before.”

Thunderlane sighed in relief, laughing weakly. “Good one, dude. Shoulda figured. I mean, if you really wanted that then you would’ve done it by now. I’m in no shape to fight you off. And as for my cooking, I’ll be sure to pull out all the stops. I’ve been meaning to try out something new anyway.”

“Should probably get you to a clothes shop first,” Pharynx pointed out. “We can stop at that zebra’s place before we head back into town.”

Thunderlane shivered, a cool breeze going through the forest. “Good idea, lead the way.”

“This was not a good idea,” Thunderland grumbled as he slipped the loin cloth up his legs. “How does she wear such a small amount of clothing?”

As if responding to his muttering, Zecora called out, “My people have a saying: if you got it, flaunt it!”

“Ponies are too prudish for their own good,” Pharynx added, leaning on Zecora’s wall. “I don’t get it. She looks good, why not show off and attract a mate?”

“Yeah well, she didn’t have a dick!”

“Actually, she does have one,” Trixie corrected, pouring herself some tea. “The little hellion in my abdomen proof enough of that.”

“Does that mean you can change me back?!” Thunderlane pleaded, fumbling with the strap of cloth that barely covered his new breasts.

“Doubt it, that plant sucked every last drop of stallionhood out of you. Only thing you got left belongs to the fairer sex,” Pharynx said, shaking his head.

Somehow, Thunderlane managed to tie a knot that seemed like it wouldn’t come undone and groaned. “Great, just great.” He stepped out from behind the curtain, seeing no sense in delaying his trip home.

Pharynx whistled, grinning like an idiot. “Damn girl, you look pretty nice. Maybe you should let Zecora make all your clothes?”

Thunderlane’s cheeks heated up and he shot Pharynx an annoyed look. “Not gonna happen. I appreciate her doing me this favor, but I can’t dress like this forever. And stop staring at me like that. It’s weird.”

“I dunno, I like you much better with breasts, Thunderlane,” Trixie said, openly ogling him. “Shame about your little friend though.”

Thunderlane’s blush intensified and he stomped towards the door. “Thanks for the clothes, I’ll be sure to return them soon.”

“You may keep them,” Zecora said, smiling after him. “I have more.”

Thunderlane nodded, motioning for Pharynx to follow him out. He gave his wings a test, snorting when he figured they still wouldn’t be able to keep him aloft. “This sucks...” Sighing, he crossed his arms. “The Tartarus is Rumble going to think?”

“Who’s Rumble?” Pharynx questioned, coming up to Thunderlane’s side.

“My little brother, he lives with me. Our folks are... you know...”

“Oh, your brother, then that’s easy,” Pharynx said, a grin on his face. “He’s gonna laugh his flank off. It’s what I’d do if my brother got stuck in one form.”

“Gee, thanks. That totally makes me feel better.” Thunderlane pouted, socking him in the arm.

Pharynx chuckled, not bothered by the punch. “Oh please, you know you’d do the same if your brother suddenly walked into your house as a mare.”

“He’s twelve!”

“Oh yeah, he’s gonna laugh,” Pharynx said with a snicker. “Little guy might forget how to breathe from laughing so hard. I could cocoon him, if you want.”

“How would that help?” Thunderlane snapped, his head swivelling towards the changeling.

“Keep him from laughing,” Pharynx pointed out.

“Nah, he should let it out,” Thunderlane replied with a sigh, the edge of the forest fast approaching. “Better that than him snickering over the course of like a week.” He didn’t want to think of how anyone else would react. It was just too much. Best just worry about Rumble. He took a deep breath, trying to look on the bright side. Once the sap wore off, he’d be able to fly again. At least he’d be able to keep his job.

“You okay?” Pharynx asked, snapping Thunderlane out of his reverie. “Getting turned into a mare isn’t something you just brush off.”

“I’m okay as I can be,” The pegasus answered, rubbing his arm. “I’m just trying to look on the bright side I guess. I’m still kicking and I’ll be able to keep flying. It’s something at least.”

“That’s something.” Pharynx nodded, putting a hand on Thunderlane’s shoulder. “Plus, it shouldn’t be too hard to find a mate now.”

Thunderlane gave the changeling a flat look. “That doesn’t even crack the top ten of my priorities right now.”

Pharynx shrugged. “Guess ponies and changelings are just a little different like that.”

Thunderlane rolled his eyes and took his first step out of the forest. “I guess so. I’ve never really talked to a changeling directly though.I hear that Ocellus at Twilight’s new school is nice. Shy, but nice.”

“I like her,” Pharynx said, noting how other ponies they passed whispered amongst themselves. “Seems you got the other ponies talking.”

“Well, it’s not every day that a pony magically changes from male to female,” Thunderlane shot back, shrinking in on himself as he felt the eyes of the town on him. He blinked as Pharynx pulled him closer, finding the changeling’s presence reassuring. “Um, what are you doing?” he questioned, a blush tinting his cheeks.

“Hm? Oh, right. Sorry. Protective instincts.” Releasing his hold, Pharynx glared at anyone who dared to stare.

“It’s fine,” Thunderlane replied, releasing a breath he didn’t know he had been holding. “Come on, my house isn’t far from here.” Pushing the other ponies out of his mind, he made his way to the home he and Rumble shared. Fishing his key from between his feathers, he opened the door. “Rumble! Are you home!?”

“Whatever you want lady, I’m not buying!” A muffled voice shouted from upstairs. “And how do you know my name!” There was the sound of a door opening and hoofsteps started to approach them. Rumble’s figure came down the stairs and he stopped as he got a good luck at Thunderlane’s new body. He doubled over laughing, having to keep a hand on the railing to keep himself from falling down the steps.

“Yeah, yeah. Go a head, laugh.” Thunderlane snorted, allowing Pharynx in before shutting the door. “Because my misery is just so funny, isn’t it?”

“S-sorry, bro,” Rumble said, managing to catch his breath. “I just wasn’t expecting you to come home with a body that’d make Miss Rarity jealous.”

“Ya well, neither did I.” Flopping down on the couch, Thunderlane took a moment before speaking again. “Rumble, this is Pharynx. Pharynx, this is Rumble.”

“Hi Pharynx,” Rumble said, fully going down the stairs and waving at the changeling. He walked over to the couch and poked his brother on the back of the neck. “You want me to get you a drink before you start making dinner?”

“Please,” came Thunderlane’s response.

“You want water or one of the Colta Colas?” Rumble questioned, walking over to the kitchen.

“Get one for each of us.”

Rumble called back in affirmation and a couple minutes later, the three each had a cold glass of soda in their hands. Rumble sipped his drink, sitting in the armchair across from the sofa Thunderlane was laying on. “So, how’d you go from being my brother to my sister?”

“He had a very unfortunate run in with a nasty plant,” Pharynx answered, gingerly sipping at his drink. “I got him out before it got really bad.”

Rumble nodded, looking between his brother and the changeling. “Then thanks mister. My bro’s all I got.” He looked over at Thunderlane and chuckled. “Or sis now.”

“Keep it up and I’ll have a little sister,” Thunderlane joked, rising to his hooves. “Well, I think I’m good enough to cook. Rumble don’t be obnoxious to our guest.”

“Don't worry, sis! I save all that for you!” Rumble teased relaxing in his chair. After a moment, he looked over at Pharynx. “So, can changelings turn into anything?”

“Yup.” Pharynx nodded before turning into an exact copy of Thunderlane. “Anything at all.”

“Does that include objects? Like can you turn into a mailbox?” He let out a coo of awe as Pharynx did so. “Awesome! That's gotta be so much fun!”

“It can be.” Pharynx resumed his normal shape and glanced towards the kitchen. “Do you like your uh, sister?”

“I love my sister!” Rumble chirped, taking a drink of her soda. “She's in the Wonderbolts Reserves and she's a great cook. Plus she's taught me everything I know about flying.”

“That’s good.” Looking back at him, Pharynx smiled. “You know, I have a brother.”

“What's your brother like?” Rumble questioned, smiling happily.

“Soft and weak, but I love him anyway. Even if I have to toughen him up.”

“Do you ever prank your brother?” Rumble asked, a mischievous grin splitting his face. “Cause I do it to Thunderlane all the time! One time, I even got him to dye his mohawk!”

Pharynx chuckled, looking back at the kitchen. “Yeah, I prank my brother. I've slowed down since he became king, but I still get him.”

“Little snot replaced my shampoo with hair dye,” Thunderlane said, walking into the room. “It was yellow for a month. I got him back though, shaved his mane the next day.”

Rumble snickered, rubbing the top of his head. “Worth it.”

“Dinner’s ready,” Thunder added, pointing the kitchen. “Come on and eat before it gets cold.” Turning on his hoof, he made his way to the seat. Sitting down, he waited for the others to take their seats.

Rumble hopped into his chair, grabbed his spoon and happily started to eat his soup. “Good stuff, sis! Heh, I think getting turned into a girl made you an even better cook!”

Thunderlane pulled his spoon back and flung a bit of carrot at his brother's forehead. “Shush, dork.”

Frowning, Rumble flung the piece back at Thunderlane’s chest. “Yeah, well, now you got two really big targets on your chest.” He punctuated his point by sticking his tongue out.

Thunderlane grumbled, reluctantly fishing into the valley of his cleavage and pulling out the carrot. “Stupid breasts. Why they gotta be so big?”

“To feed your future foals,” Pharynx teased. “Gotta make sure they get plenty to grow big and strong.” He pointed at Thunder’s chest. “And judging by the stains on that top, you got the means to do it.”

Thunderlane looked down at his chest and groaned. “Great, I'm leaking. Stupid flower.”

“We could milk you and sell it,” Rumble snickered, doing his best to hold in a harder laugh. “Bet you’d outsell the Apples!”

Thunderlane glared at his brother and had to hold his tongue. He didn't want to say something stupid in front of a guest. “Ha.Ha.Ha. Eat your food, Rumble. I’m pretty sure you still got homework to do.”

Rumble groaned, sinking in his seat. “Ugh, yeah I do. But it's Math and Math sucks.”

“You wanna be a bolt too, right?” Thunderlane asked, pointing his fork at Rumble. “Cause, you need to be able to do at kinda stuff on the fly. Snap altitude and velocity judgements, trajectory changes. All of it’s based on math.”

Rumble dug his fork in his salad, a pout on his muzzle. “Fine, I'll do it.”

“Hey, listen to your sister, she’s just looking out for you,” Pharynx spoke up, giving Rumble a stern look. “She’s just trying to make sure you’re the best you you can be.”

“Thank you, Pharynx,” Thunderlane said with a smile. “And hey, don't go calling me a she yet; I'm still gonna try to find a way to change back.”

“Yeah, how ya gonna do that?” Pharynx questioned, taking another bite of his food. “Even if you find another plant, one that drains femininity, it’ll just leave you uh, genderless.”

Thunderlane frowned, stirring his soup. “Maybe Twilight will know something? She's good with magic and it was a magical plant after all.”

“Maybe.” Pharynx shrugged. “You’d have to ask her.” He continued to eat his food before commenting, “By the way, your food is tasty. Not as good as love though.”

“Imagine that, not as tasty as the only thing your species needs to survive,” Thunderlane teased, smirking at the changeling. “Too bad for you, I can't just whip up a bowl of love for you on the fly.”

“I dunno, you smell like you could,” Pharynx shot back with a smirk of his own.

Thunderlane quirked a brow and tilted his head. “What the hay's that supposed to mean?”

“I wasn’t joking when I said you were in heat.”

Thunderlane blinked owlishly before facepalming. “Oh buck no. Pharynx, can you do me one last favor? Can you keep an eye on Rumble while I go buy heat suppressant medicine?”

“Sure, I can do that.” he nodded.

Thunderlane sighed in relief, going back to his meal. “Thanks, I shouldn't be long. I'll owe ya one though.” The rest of the meal went as well as one could expect, with Rumble pestering Pharynx with questions. With his meal finished, Thunderlane got up and prepared to head to the store.

Thunderlane put on a jacket and a pair of pants before heading out. The jacket hung loose on her frame and the pants needed to be cinched on with a belt or else they'd go crashing down to the floor. “Better than the amazon get up...” he grumbled stepping out of the house. “Though I look like a mare wearing her coltfriend’s clothes.”

Grumbling, he made his way to the store. “I have half the mind to burn down the whole damn forest.” He had to ignore the pony’s whispering about him, letting tunnel vision overtake him and followed a direct path to the store. He thanked his lucky stars that he wasn’t feeling the symptoms of heat yet. He had heard plenty of horror stories throughout his life and having that be his new reality left a sense of fear forming in the bottom of his gut.

Going back to the pharmacy, he cleared his throat. “Hey, uh,” he started, addressing the mare at the counter. “I need heat suppressors.”

“Certainly, we have non-prescription strength in aisle 9 with the other feminine products,” the mare answered, pointing him in the right direction. “You need a note from your doctor if you want the extra strength varieties.”

“Well I uh...” he groaned, letting his head hang. “I need help with this stuff okay? It’s a long story and uh... this is my first time...”

The mare winced, giving Thunderlane a sympathetic look. She glanced to the sides and dipped her hands underneath the counter. She produced a bottle and handed it to him. “Listen, this isn’t something I’m supposed to do, but I want to help you. Those are mine. My husband and I are looking to have a foal so I don’t need them. Just promise me to carefully read the warning label. There are potential side effects and I don’t want somepony to get hurt.”

“Thanks.” Thunderlane took them, giving her a weak smile. “Wish me luck, will ya?”

“Oh honey, I’m going to be praying to Faust for you,” the pharmacist joked, matching his smile. “Oh, and get yourself an ice pack and eat things with plenty of citric acid. It’s an old trick my grandma taught me and I swear it helps.”

“Right, thanks.” Thunderland placed the bottle into his pocket and bid the mare a good night. Moving back through the town, he pinned his ears to his head. This had to be the worst day of his life. He’d never hear the end of it from his fellow wonderbolts. Rainbow Dash might offer some sympathy. Either that or hit on him. He’d probably have to take a few days off of work though; a first heat was no joke.

“I’m back!” he announced as he walked into his house again. Fishing the bottle out of his pocket, he made a quick check of the side effects.

Pharynx poked his head out from the stairwell, waving at Thunderlane. “That was quick. Did you get what you needed?”

“Uh... I think so,” Thunderlane said, his eyes scanning through the list of side effects. Nothing seemed major. Breast tenderness, dizziness, etc. Nothing seemed to be too scary to put him off. Though, he likely would need to take off work. Dizziness and coordinated flight stunts didn’t mix.

Coming up behind Thunderlane, Pharynx leaned down. Breathing on his neck, he spoke. “You know, if you let me help, you wouldn’t need to take that stuff.”

“Very funny, Pharynx,” Thunderlane replied, moving to the kitchen to fetch a glass of water. “I've got a twelve-year-old brother and my Wonderbolt career; I can't take care of a baby right now.”

“Who says you’d have to be the one to take care of it? No reason the hive can’t look after the kid while your off doing whatever it is you do.”

“I dunno,” Thunderlane paused, getting out a dose. “If I was gonna be a mom, I don't think I'd want to always stick the foal with sitters.” He shook his head, taking the pills. “Not that I wanna be a mom, still trying to return to normal after all.”

“And if you can’t?” Pharynx asked, leaning on the doorframe. “What are you gonna do then?”

Thunderlane sighed, taking another sip of water. “Then I'd have to get used to being a mare. Don't know anything specific yet.” Turning back to Pharynx he frowned. “Are you really that desperate for a lay?”

“No,” Pharynx said with a cocky grin. “I just have a good feeling about you. And knowing feelings is a thing with us changelings. I’ll be in town for a few more days. Just bother Twilight if you wanna talk. Night.”

“Good night,” Thunderlane replied. “And thank you for everything.” Sighing, he watched Pharynx leave before looking down at himself. He’d have to stop by Rarity’s the next day.

Rumble came down the stairs, looking at the front door. “Is Mister Pharynx gone?”

“Yeah, just us again,” Thunderlane nodded. “You get your homework done?”

“Yeah, Pharynx helped me,” he said, turning to his newfound sister. “I like him, he's cool.” Leaning over, he hugged Thunderlane’s waist. “Hey um, I still love you, even if you’re my sister now.”

“You'd better,” Thunderlane replied, returning the hug. “Ponies that don't love me can't live here rent free.” Breaking the hug, he ushered his brother through their nightly routine. He’d have a lot to do tomorrow and he was determined to get it all done.

“Come on, Twilight! There has to be a way to get my dick back!” Thunderlane slammed his hands onto the table, his wings fluffing in agitation. “You made it work for Rarity and that snob!”

“Neither of them had something drained away,” Twilight answered, her nose buried in notes. “Every normal method I know of to do this is ineffective. I'm sorry, but I'm just warning you now, this might just be the new you.”

Tempest clapped him on the back, nearly knocking him over. “I suppose that puts us in the same boat. We’ve both lost our horns.”

Thunderlane needed a moment to process that before looking at her and chuckling weakly. “I should be upset, but that was actually pretty clever.”

“I try.” Tempest took a seat next to Twilight. At some point, she had traded out her Storm King armor for a duplicate set in Twilight’s colors. It even sported the alicorn’s cutie mark. “I don’t know why you’re complaining. At least you’re still alive.”

Thunderlane sighed, rubbing the back of his head. “I know, but it's still frustrating. Kinda liked being a stallion.”

“I’ll keep looking, Thunderlane, but I can’t promise you anything,” Twilight said, closing her book. “I’ll arrange for someone go have a look at that flower. Don’t worry, I won’t send anyone I don’t think could handle themselves.”

He nodded, twitching his wings on his back. He grabbed his new jacket off the back of his seat. It was a faux leather jacket that cut off at his stomach. Rarity had recommended it and despite himself, he liked it.

“You look good in leather,” Tempest said, giving him what amounted to a warm smile. “I appreciate a mare with good taste. That goes for the mane too.”

Thunderlane ran a hand over his mane staring at Tempest's shared, albeit larger style. “Well, this was one thing that flower didn't change.”

“Of course it wouldn’t.” Twilight giggled. “Gender has nothing to do with mane growth. That’d just be silly.”

“Can't argue with that,” Thunderlane replied, putting a hand in the pocket of his jeans. Rarity had put a few holes in them for aesthetics and he couldn't argue with the results. “Thanks for trying for me, Twilight. Means a lot.”

“Don't worry about it,” Twilight waved off, leaning on Tempest. “I wouldn't be a very good Princess of Friendship if I didn't try to help one of my friends with something this major.”

He nodded, glancing around the library. “Pharynx still in? I’ve been meaning to talk to him for a few days.”

“Yes, I think he's still in his guest room right now,” Twilight answered, standing up. “I can get him for you if you want.”

“Could you point the way?” Thunderlane asked, moving to the door.

“Second floor, take the first right and it'll be the third door on the left,” Twilight directed, motioning with her hands.

Tempest smirked as Thunderlane made his way out of the room. “She’s totally gonna get laid.”

Twilight tilted her head, quirking her brow at the mare. “Huh, what makes you say that?” She frowned when Tempest just smirked. I hate when you get like this.”

“Oh please, you love it, Princess.”

Thunderlane climbed the stairs of the castle, humming to himself. He desperately needed a distraction from the news he had been given. Learning he might be stuck as a mare was not what he wanted to hear.

‘First right, third door on the left,’ he reminded himself, taking the aforementioned turn. ‘He’s probably going to try and get in my pants again. Why am I bothering to visit again?’ Thunderlane frowned, wracking his brain. ‘I do still owe him one for watching Rumble, and it's not like he'll force himself on me.’

Stopping at the door in question, he raised his hand to knock. It hovered there, as Thunderlane tried to parse out what he was actually doing there. Nothing really came to mind, a sigh leaving his nose. “The hay is going on with me?” he muttered.

“Hormones probably,” Pharynx answered, opening the door. “Good to see you again, Thunderlane. How's the new sex treating you?”

Thunderlane didn't answer for a moment, his mind faltering. Pharynx had elected to not wear a shirt and the light glinting off his exoskeleton proved to be distracting.

Smirking, Pharynx leaned on the door. “Cat got your tongue?”

Thunderlane shook his head, the changeling's attitude bringing him back to reality. “I don't see any cats, bug boy. So, how've you been?”

“I’ve been good. Even better now that I got a hto mare checking me out.”

“You wish,” Thunderlane scoffed. “I just got blinded by the light coming off that exoskeleton of yours.”

“Sure, that’s it.” Pharynx moved, allowing Thunderlane to enter.

Thunderlane rolled his eyes, stepping into the room. “I still owe you one for watching Rumble, and I had to make sure to return the favor before you leave town.”

“And how are you going to do that?” Pharynx asked, closing the door. “Sing me a song? I know you ponies love doing that.”

Thunderlane chuckled, sitting on the bed. “Only if you want your ears to bleed, I'm not much of a singer. I broke our mirror singing in the shower once.”

Pharynx chuckled, taking a seat next to the pegasus. “Now that sounds funny. So, if you’re not gonna sing for me, how will you return the favor?” He smirked at her. “Did you have anything special in mind?”

Blushing, Thunderlane rubbed his neck. “Well um... I uh...” He bit his lip, looking away from him.

Pharynx leaned in close, whispering into Thunderlane's ear. “I’m waiting with bated breath here.” He smiled, watching Thunderlane squirm. “Come on, you’re a big girl. Use your words.”

Thunderlane rubbed his legs together, his grey face suddenly red. “You suck. You know what I'm gonna say.”’

“I want you to say it, “ Pharynx said, smiling at her.

Thunderlane could feel his heart beating in his chest and could swear he could hear it echoing in his ears. Was he really going to say it?

Sitting down, Pharynx let his smile drop. “Thunderlane, I’m not going to sleep with you because you feel like you owe me. That just feels... cheap.”

“W-well, I don’t think that's the only reason.” He went rigid, unable to comprehend what he had just said.

“It isn’t?” Leaning back, Pharynx grunted. “If this were the old days, I wouldn’t even ask. I’d have you under and at my beck and call. But living like that sucked. All hollow and empty. So again, I’m not going to sleep with you for such a flimsy reason.”

Thunderlane relaxed slightly, looking back at the changeling. “That sounds pretty mature. And what would be a more sturdy reason?”

“Whatever’s not cheap,” the changeling grunted in reply.

Thunderlane smirked, and couldn't help but giggle. “Alright, then 100 bits for the time of your life.” His laughter trailed off at Pharynx’s stern gaze. “I was joking, relax. I’m not going to sell myself to anyone.”

“Good.” He let his head hit a pillow and stared up at the ceiling.“Exchanging money for something like that is the epitome of cheap.” After a few moments of silence, he spoke. “Why are you here, Thunderlane?”

Thunderlane leaned back and closed his eyes. “I don't really know. Between hearing I may not be able to be a stallion again, this damn heat, you saving me that day and who knows what else; my head's messed up.” He eeped as Pharynx pulled him close.

“A lot of changelings felt like that when Chrysalis was ousted. I guess I was one of them. Got so mad at the others for getting too soft. Like they molted and refused to let their shells harden again.”

Thunderlane couldn't find his voice for a moment, Pharynx's odd purple eyes seeming to stare into him. “Well uh, what made it easier?”

“Those dumb mares getting a monster to attack us.” Pharynx laughed, putting his arm around Thunderlane. “Got them all to grow some chitin and turned me into a bug moose.”

“The antlers are a bold style,” Thunderlane replied, chuckling. “They look good on you.” Reaching out, he traced his fingers along Pharynx’s chest. It was a marvel, how smooth the changeling’s shell was. A far cry from the fur that covered his own body. And while the chitin was sturdy, it still had a bit of give to it. Thunderlane bit his lip, odd thoughts stirring within him.

“Enjoying yourself?” Pharynx asked, watching Thunderlane with an amused expression. “You shoulda felt it before. All rough and bumpy. Like sandpaper.”

“Are you smoking something?” Thunderlane asked, his hand going still. “Your shell is smooth.”

“I said before. Back when we all looked the same.”

“Oh,” Thunderlane said, a sheepish smile on his face. “I musta been only been paying half attention.” He shifted, finding himself moving closer to Pharynx. “So uh... how much longer are you gonna be in Ponyville?”

“Maybe another day or two,” Pharynx answered, not budging and letting Thunderlane get in closer. “One of the changeling students scared one of the teachers, Flutter-something with a transformation prank.”

“Wow. That must have been serious. Fluttershy does not do well with scares.” Resting his head on Pharynx’s shoulder, Thunderlane chuckled. “Though that one time last Nightmare Night, she scared the crap out of everyone.”

“Even the softest of people can surprise you sometimes,” the changeling commented, resting a hand between the pegasus’s wings and gently rubbed along his spine. “You know, you’re pretty warm.”

“Pegasi hold heat better than other ponies,” Thunderlane answered, feeling oddly secure and calm in the changeling’s embrace. “We’re built for high altitude flying and manipulating even the coldest of weather.”

Pharynx nodded, nuzzling the top of Thunderlane’s head. “Pretty good at attracting bugs too.”

“Heh, I’ve noticed,” Thunderlane replied, not minding his mohawk getting flattened. “Every other sentence you’ve said around me has been about mates.”

Pharynx grunted. “I’m a simple changeling. You say no, I leave it at that.”

“And what happens the instant I say yes?”

“Whatever you want to happen.”

Thunderlane gulped, his heart beating faster. He couldn’t find his voice again. Pharynx was a pro at putting the ball back in his court. Why did he have to make it so hard!? He may not have ever talked to changelings before, but he knew they had the ability to read emotions. Couldn’t the damn bug take a hint and take the lead?!

A soft chuckle escaped Pharynx’s lips, right before he started to nibble on Thunderlane’s ear. The pegasus shuddered, his ear flicking in an unbidden attempt to get free of the changeling’s nips. Pharynx kept his grip, gently grinding it between his teeth.

“Y-you’re a jerk,” Thunderlane muttered, his eyes screwing shut. He squirmed, whimpering a little as Pharynx rubbed the base of his wings.

Pharynx smirked with Thunderlane’s ear still in his grasp and let his fingers dance along the primary bone of the pegasus’s wing. “Oh, and how am I a jerk? Didn’t you want me to do this?”

“Y-you know why,” Thunderlane grunted, gripping onto Pharynx’s shoulders. “You can read my emotions, right?”

“Of course I can,” Pharynx confirmed, moving his free hand down to Thunderlane’s hip. “Like an open book.”

“Then you know what I really want,” Thunderlane said, cracking an eye open to look at Pharynx’s smirking face.

“I just wanted to make sure that’s what you really wanted.” Still smirking at him, Pharynx slipped his hand into Thunderlane’s jeans. Placing his hand on the pegasus’ crotch, he rubbed gently. His smirk grew when Thunderlane let out a soft moan. “There you go, not such a jerk now, am I?” He continued to gently rub, keeping his actions above the pegasus’s underwear. “And damn girl, is this a furnace or a pussy between your legs?”

Thunderlane responded with a whimper, wriggling under Pharynx’s touch. His face had turned a deep red, though he made no action to stop the changeling. Pharynx leaned in to Thunderlane’s face, their lips a hair’s breadth away. “You’re adorable when you’re embarrassed. You dress like a punk rocker, but you act like a schoolgirl.” He caught Thunderlane’s lips before he could protest, pulling the pegasus on top of him.

Thunderlane melted into the embrace. There was something firm about the changeling’s kiss. Pharynx wasn’t being forceful or demanding, but the pegasus still got the impression that the changeling was in charge. He put his arms around Pharynx’s neck, pushing his tongue into his mouth. Pharynx happily added tongue into the mix, easily wrapping his around the pegasus’s and resuming control of the kiss.

Pulling away, Pharynx licked Thunderlane’s nose. “At least you know how to kiss.”

“I was just about to say that,” Thunderlane shot back, his cheeks flushed. “I woulda thought you’d dismiss that as just a ‘pony thing’.”

“How else are we supposed to collect love?” Pharynx asked, taking Thunderlane’s jacket off and tossing it away. He worked on the shirt next, leaving him in only a plain white bra. “Nothing risque, huh?”

“I went for comfort,” Thunderlane answered, suddenly self-conscious about his decision. “All the lacey and more risque stuff didn’t support the girls.”

“They are pretty big.” Reaching his hands up, Pharynx grabbed both breasts, giving them a hard squeeze. “And rather full too.”

Thunderlane bit his lip, holding back a moan. “Rarity offered to design some lingerie for me if I wanted to mix comfort and aesthetic. And Twilight says the influx of female hormones from my change triggered lactation. It essentially tricked my body into thinking I was pregnant.”

Putting his nose to Thunderlane’s neck, Pharynx took in a big whiff of his scent. “You didn’t take your meds today.”

“It slipped my mind,” Thunderlane said, his blush growing. “I accidentally let Rumble sleep in and we had to scramble so he could get ready for school on time.”

“You still sure about this?” Pharynx asked, nuzzling Thunderlane’s neck. “Can’t do all your fancy flying with a bulbous stomach.”

“Well, lucky for me, I scored well on the written exams for the bolts,” Thunderlane said, anxiety forming in his stomach. “I could probably talk to Spitfire about getting me some desk duties. Maybe arranging stunt shows or something.”

“As long as you’re okay with that.” Pharynx fiddled with Thunderlane’s bra, tossing it to the floor. He licked his lips, watching a line of milk dribble from the mare’s nipple. “Now doesn’t that look tasty?” He didn’t wait for a response as he latched onto one of the grey nipples and suckled from it eagerly. A sound between a buzz and a purr rumbled from the changeling’s throat, Thunderlane’s milk easily filling his mouth with only minimum coaxing.

“O-oh...” Thunderlane’s eyes threatened to roll back into his head. The feeling was divine, a familiar warmth starting to spread through him. Add on top of that the relief from having the overly full breasts drained and he found it hard to think straight. “That’s good...”

“Spoken like a real mare,” Pharynx teased, pulling off the nipple with a lewd *pop*. “If you like foreplay that much, you’re gonna scream from the real fun.” Licking his lips, he easily stripped Thunderlane of his pants and underwear. “Faust damn, you’ve got a body that’d make a changeling queen jealous.”

“T-thanks...” Thunderlane gave Pharynx a weak smile and tried to strike a pose. “I’ve uh, started to like the way I look.” His efforts were rewarded when Pharynx gave him a smile. “I’d have totally dated me.”

“Cause that doesn’t sound narcissistic,” Pharynx joked, getting on his knees and looming over Thunderlane. “Wanna see if you like how I look?~” he asked, putting his hands on his pants button.

“Y-yeah...” Thunderlane nodded gingerly, eyes locked onto Pharynx’s waist.

Pharynx quickly undid the button and removed his pants and underwear in one smooth motion. Thunderlane didn’t know what made him gasp, the size or look of Pharynx’s rod. He hadn’t considered himself a slouch in the size department, but the changeling made his old one look like a child’s in comparison. Then there was the fact it was shaped like a stallion’s, but a thin layer of exoskeleton betrayed its foreign nature.

“I take it you like?” Pharynx asked, smirking cockily. “It’s all yours now, girly.”

“Yeah, I think I do,” Thunderlane admitted, forcing his gaze back up at Pharynx's face. “Don't know how you'll make it fit though.”

“Do you trust me?” Pharynx leaned in, stealing another kiss. “Just lay back and let me do all the work.”

Thunderlane nodded, stealing a peck of his own. “You've done nothing but give me reason to trust you.”

Pharynx used a bit of magic, resizing his dick as he lined it up with Thunderlane’s honey pot. “Are you ready?” he asked, looking into the pegasus’s eyes. “Do or die time.”

Thunderlane watched the display with interest, nodding at the changeling. “Ready as I'll ever be.” Breath hitched in Thunderlane’s throat as Pharynx thrust in. A long moan escaped his, no her lips and she moved her hips to meet his.

She panted, feeling her inner walls squeeze around Pharynx's length. “H-holy shit,” she managed to get out, balling her fists around the sheets. “T-that’s big...”

“Want me to resize it again?” Pharynx asked, halting his movements.

“N-no, I-I’m okay,” Thunderlane assured, wrapping her arms around Pharynx’s neck. “Keep going.”

Pharynx leaned in, kissing Thunerlane's neck. Slowly, he continued to push into the mare. His mare, he idly thought. A mare of his own, someone to share a nice cocoon with. He picked up speed, placing his hands on her breasts.

Thunderlane moaned loudly, her wings flaring out beneath her. Her back arched, encouraging Pharynx to toy with her chest. Pharynx obliged, licking and nipping at her breasts. He latched onto one, drinking deep once more.

Thunderlane screwed her eyes shut, rolling her hips to meet the changeling's thrusts. “H-holy Faust, s-so good!” Wrapping her legs around his waist, she met him thrust for thrust.

“Heh, somepony's an eager minx for their first time,” Pharynx teased, daring to thrust even faster. His hips moved in a blur and he could feel his flare brushing against something at the edge of her pussy. “That the heat talking or were you just cockstarved?”

“I-I dunno, this just feels so good!” Thunderlane cried, her thighs squeezing around Pharynx's hips. “More!” she demanded, pressing her breasts into his chest. “I need it!”

“Mmm.” Pharynx made the odd buzz/purr again, grabbing Thunderlane by the legs and focusing on thrusting with everything he had. “I'm a lucky bug to have found such an eager mate.” He grinned, Thunderlane reduced to a moaning mass of flesh. “Come on now, scream for me! Let that princess know who you belong to!”

Thunderlane squirmed, feeling a bit of resistance. That fell away after his flare rubbed against her in just the right way. “Ph-Pharynx!”

The “I don’t think she heard you, scream like you mean it.” Pharynx went faster, tugging on her nipples with his magic.

“Pharynx!!!” Thunderlane threw her head back, her tongue lolling from her mouth.

“Thatta girl.” Pharynx hilted, pumping her full of his seed. “Mmm... that’s the spot.” Kissing her lips, he took a long sip of her budding feelings for him. “Never been that sweet before.”

“Is that a good thing?” Thunderlane inquired, her wings twitching weakly. “Oh damn, that might've been the best lay ever,” she muttered, the unbearable heat between her legs being replaced with a pleasant warmth.

“Yes, yes it is.” Pharynx kissed her nose, rolling over so she was on top again. “I told you I’d make you scream. I always deliver.” Using his magic, he pulled the blankets over them.

Thunderlane laid her head in the crook of his neck, sighing wistfully. “That you did. Hmm, I wonder what a half-pegasus, half-moose bug will look like?”

Pharynx pet her mohawk, laying back on the bed. “We’ll just have to wait and see.” His other hand rested on her belly, rubbing circles on her.

Thunderlane chuckled, letting the changeling pet her. “This is gonna be nuts. Between your life at the hive and mine here, it'll be tough to make this work.”

“We’ll make it work.” Pharynx grunted, resting his head on top of Thunderlane’s. “We got a whole lot of time on our hands.”

“See?” Tempest asked, wearing the biggest of smirks. “She totally got laid.”

“Yeah, I haven't heard a scream like that since… well, when you showed me that trick with your horn,” Twilight said, looking up at the ceiling. She turned to Tempest, biting her lip. “Remind me again when Garble gets back?”

“Tomorrow,” Tempest answered simply, pretending to go back to her book. “Why, did hearing that make you crave a good dicking?” hiding her smile, she gave Twilight a light jolt. “I could go get the strap on, if you want.”

“You know the answer to that already,” Twilight replied, her muzzle beet red. She put her book down, rubbing her legs together.

“Heh, I do, but seeing you get flustered makes it so much better.” Tempest stood up, letting her hand run along the alicorn's shoulders as she walked away with an exaggerated sway in her hips.

A World of Mares (AU)

Author's Note

This chap contains:
TF/TG, Futa, and vanilla sex

A World of Mares (AU)

Meadowbrook hummed softly to herself as she read from a book and softly stirred her cauldron. She could hardly believe the strides herbalism had made since her time in limbo. Of course, some of the wisdom she had accrued still superseded modernity in some ways, but she couldn’t hold that against ponies. Unlike Starswirl, she wasn’t in the habit of writing journals.

Now that the Pony of Shadows had been taken care of, Meadowbrook had returned to her swampy home. There was time enough at last to complete her life's work. The bubbling brew would bring about her dream; one that had been delayed far too long for her liking. She stirred the pot, watching the bubbling brew go from a dull red to a vibrant purple. She grinned to herself, knowing that step one was complete. All she needed was the arrival of her test subject, and she could really get her plan into full swing.

Flash Magnus felt alive. More so than he had ever felt in years. Sure, there weren't any border disputes with the dragons, and world annihilating events were on a down turn, but that didn't matter. He was free, and the name of Flash was strong and respected, a testament to his lineage’s determination.

His descendants had offered a room in the family manor, but he had refused. Just like before his time in limbo, he intended for his home to be crafted with his own hands and wings. There was something satisfying about the cloud-shaping process that made his sleeps more restful when a home was of his own design.

That's what he'd be doing if Meadowbrook hadn't requested his assistance. She had neglected to mention what for, but he brushed it off. She wouldn't ask if she didn't really need it. And as a stallion of chivalry, there was no way he could deny the request of a lady. Especially not a beautiful one. He smiled to himself, recalling all the conversations he and Rockhoof had shared where the two had tried to determine who was more lovely: Meadowbrook or Somnambula. The two never made any real headway, but they never seemed to mind that.

Slowing his flight into a lazy dive, he touched down in front of Meadowbrook's home. “Meadowbrook! It’s Magnus, are you here?”

“Come on in, Maggie!” Meadowbrook called back from inside the hut.

“Maggie?” Magnus questioned under his breath. Shrugging it off as one of Meadowbrook's eccentricities, he made his way into her home. The sights and smells of the herbalist’s work came to him, bringing a nice sense of familiarity.

“I’m so glad you could make it on short notice!” Meadowbrook chirped, spinning on her hoof with a bright smile. In her hands was a glass vial with a purple liquid. “I didn’t interrupt anything important, did I?”

“No, I was merely enjoying a week of rest,” Magnus spoke. Of course, he still bore his armor and shield. Even if he had a few days off, it just didn't feel right to be without them.

Meadowbrook giggled, a sound that Magnus always loved. It reminded him of a gentle breeze through a reed bed. “You always were so carefree when you were off duty; I’m glad to see limbo hasn’t changed that.”

“So, what did you need help with? Swamp animals giving you trouble again?”

“Nah, nothing like that, sugar,” Meadowbrook dismissed, waving a hand. “I just made a new brew and I wanna make sure it doesn’t have any big side effects. The mice I tested it on were okay, so this might just be me easing my mind.”

Ah, another test. Magnus eyed the vial, rubbing his chin. “I don't know, Meadow. The last one was bad enough. A month locked to the ground was maddening.” He remembered that fiasco vividly. A foul tasting brew that left him featherless. The memory brought the taste back to his month and he resisted the urge to spit.

Meadowbrook clapped her hands, inadvertently squeezing her breasts between her elbows. “Please, sugar! You know I’ll make it up to you if you help me!”

“Well uh...” Magnus coughed, trying to keep from staring. “What's it supposed to do?”

“It’s supposed to be a cure for arthritis!” She chirped, swirling the vial in her hand. “I know ole Beardy puts on a tough face but his joints practically creak like an old door. And I know Mistmane has complained about her knees acting up when it rains. Think of all the folks this potion could help.”

“Meadow, I don't have arthritis,” Magnus stressed, moving his arm through its full range of motion. “How would you even know it worked?”

Meadowbrook shook her head, her smile not faltering. “That’s not the purpose of this test. I’m making sure it doesn’t have severe side effects, not ensure it works. If this potion causes side effects, best to test it on a young, strong stallion that I know can bounce back rather than an old pony who’s immune system is weaker.”

“Well, that's true...” Magnus mulled it over before reaching out for the vial. “If I lose my feathers again, there'll be Tartarus to pay, Meadow.” Pulling the cork out, he down the vial with a quick sip. He hummed, finding it tasted of honey and roses. “As always, Meadow, you find a way to make medicine not taste the part,” he complimented, putting down the empty vial.

“I certainly try.” Meadowbrook smiled, watching him intently. “You just let me know how you're feelin’ in the next few minutes, alright?”

Magnus took a seat on a nearby chair, giving the mare a thumbs up. “Will do, Meadow, but I feel fine so far.”

“Would you like some tea?” Meadowbrook held her smile, walking into the kitchen. “I picked some fresh ginger this mornin’, should go nice with some clementines.”

“Meadow, you know I could never say no to your tea or cooking,” Magnus told her with a smile. He licked his lips, still tasting the potion. “I'm amazed this place is still standing, honestly. Your family must have cared for it pretty well.”

“You’re one to talk,” Meadow said with a giggle, carefully putting ingredients into a pot of water. “Your family went on to be the most prominent pegasus nobles. I even heard the youngest Flash has eyes on a certain purple princess.”

Magnus chuckled, looking up at the ceiling. “I cannot blame my progeny for that. That young princess is a fine mare, inside and out. I wish him luck. It does my heart well to see our work and personal lives led to such fine ponies.”

“On that we can agree.” Meadowbrook lit a small fire, placing the teapot above it. “Though, I'm only just now getting to fulfilling my life’s work.”

Magnus nodded, crossing his arms over his chest. “My life’s work was protecting my country from a dragon invasion. It seems I’m in need of new goals.”

“It certainly seems like you're doing fine for yourself.” Meadowbrook took a seat across from him, eyeing his closely. “How are ya feelin’? No smelling colors or hearing shapes I hope?”

He shook his head, idly licking his lips again. “No, nothing of the sort. Just dealing with the aftertaste of the brew. Your tea should clear that up.” Magnus coughed, idly scratching at his throat. Must be the start of a cold, he dismissed without second thought. He tilted his head, reconsidering that perhaps scratchy throat might be one of the side effects that Meadowbrook wanted him to keep an eye out for.

“Something the matter, sugar?” Meadowbrook asked, hiding her smirk. “You aren't catchin’ a cold, are ya?”

“I dunno,” he answered, fighting a cough. “Maybe scratchy throat is a side effect of this potion? Still, nothing I can’t haaandle.” Magnus coughed again, his voice starting to crack.

Meadowbrook checked on the tea, nodding as she deemed it ready. Carefully, she poured Magnus a cup and offered it to him. “Here, this should ease your throat.”

“Thanks...” Magnus squeaked, taking the cup. Deciding to endure the heat, he gulped down the steaming fluid. Banging on his chest, he coughed a few more times before composing himself. “Thanks, Mead-” he clamped his muzzle shut, the sound of his voice deeply disturbing him. It was feminine, there was no other word for it.

A giggle came from Meadowbrook's lips as she blew on her tea. “Well now, ain't that a pretty sound? Say somethin’ else, Sugar.”

“Meadow, why are you laughing?” he asked, wincing at the sound of his voice. “This isn't a normal side effect.”

“Course not, it's a main effect,” Meadowbrook corrected, sipping at her tea. “A rather ear pleasing one if you ask me.”

“What the?!” he balked, his mind faltering. “What in Faust's name are you saying?!”

“What I'm saying, Maggie, is that it's supposed to make you sound like that, amongst other things.”

Magnus, shot out of his chair, ready to give the mare a piece of his mind. That proved to be a mistake. Between the stress on his mind and the growing changes in his body, his equilibrium was thrown off. He fell forward, bashing his head against the table.

“Now, Maggie, I realize your upset but there's no reason to hurt yourself. You're lucky you had that helmet on.” Setting her tea down, Meadowbrook made her way over to Flash and hauled him to his hooves. She easily held him up, the stallion too out of it to really resist her.

“What did you do to me?” he muttered, seeing double.

“Oh come now, you’re makin’ it sound all nefarious.” Standing behind him, she worked to loosen his breastplate. “Ya see, Maggie,I'm not too fond of stallions. Not one bit. Always liked mares better. It came to me one night while watching some frogs. An idea to solve my problem.”

“What?” he questioned, the absurdity of the start of her tale breaking through his daze.

“I'd just gift to my friends and family the joys of the fairer sex.” Sliding her hands under his breastplate, she groped his increasingly sensitive chest. “It's a splendid idea, if I do say so myself.”

“Again, what?” he repeated, nearly gasping at her ministrations.

Meadowbrook giggled, savoring the feeling of the sculpted muscle softening under her hands. “You ain't gonna be a stallion no more, Flash honey.”

“Why not just court a mare?” Flash argued as Meadow pulled his breastplate over his head.

“That don't solve anything. Just because I'd bed a mare, doesn't mean there'd be no stallions.” Tossing Flash's helmet away, she latched back onto his chest. She hummed in delight, feeling the soft tissue building under her hands. “Now that the world is so connected, I realized I was thinking too small. Why only share the sweetness of femininity with a handful when I could give it to the whole world?”

“And what about mares who like stallions and creating future generations?” Flash moaned, blushing as his own voice aroused him. “You'll doom not just ponies, but the whole world.”

Meadow cooed, pinching his fattening nipples. “Don't you worry none about that, Maggie. By the way, you’re getting some very nice breasts.” She gave the nubs of flesh a tug, nodding to herself. “Always knew you'd make a pretty mare.”

Flash stifled a moan, finding himself at Meadowbrook's mercy. She had hidden whatever crazy aspect this was from him with unmatched skill. He could only hope that he could get away from her and put a stop to her insane plot.

Keeping her hands on his chest, Meadowbrook guided Flash through her home and into her bedroom. Standing in front of her mirror, she gave him a full on view of his changes.

His heart sank, finding a completely foreign face staring back at him. It bore a passing resemblance, but what was once handsome was now drop dead gorgeous. “M-meadowbrook, please. I'm supposed to be a stallion,” he whined, cringing at his own weakness.

Meadowbrook cooed, nuzzling his neck. “Oh, Flash sugar, there ain't gonna be no more stallions. In fact, there ain't gonna be any males at all.” Reluctantly, she pulled a hand away from his chest and slide it into his pants. She licked her lips, squeezing the base of his erection. “Just mares and mares with dicks. So don't worry, Maggie, your friend isn't goin’ anywhere.”

“Again, why not just court a mare instead of impo-” Magnus felt his knees buckle as Meadowbrook's soft hand squeezed and stroked his rock hard dick.

“Ponies don't know what they really want,” Meadowbrook replied, kissing along his jawline. “Someone has to show them what they actually want. You make quiet the sexy mare, Maggie. So much better than before, don't you think?”

“I think I've made my thoughts pretty clear,” Magnus deadpanned. He wanted to rebuke her kissing and hands, but the potion was making him feel so weak. His armored skirt was growing almost unbearably tight; brought on by his widening hips and growing ass. The only bit of musculature that seemed untouched was his abs, letting him keep some sense of pride. His legs kept some tone, but they too reshaped themselves to be on the more voluptuous side.

“Now that's a sight worth seeing,” Meadowbrook teased, removing her hands. She moved them down, removing the skirt. She giggled at both his moan of relief and his standing erection. “That feel good, Maggie?”

“Faust no,” he replied, staring in horror at his new body. It was a lie of course. It felt incredible and that fact disturbed him. Glancing in the mirror, some narcissistic part of himself was pleased by how his frame made his cock look bigger. His mane was untouched, somehow complimenting his feminine body and male equipment.

“Your moans tell a much different story, hon.” Moving her hands up, she cupped his massive breasts. “More than a handful, just the way I like it.” Giving them a squeeze, she nipped and sucked on his neck.

“The moans are a result of your infernal potion,” he muttered, trying and failing to escape her grasp. “The others will find out about this. You really think they won't put a stop to it?”

“Don't you worry, about that, sugar. I've got this all planned out.” She took a moment to drink it all in, kissing his jaw. “You look amazin’, Maggie. Every bit I thought you would.” Turning around, she gently pushed him onto the bed.

He grunted, bouncing for a moment before settling down. He hated this, desperately pleading he could somehow escape. His eyes froze on Meadowbrook as she started to disrobe. Any doubt about who was more appealing between her and Somnambula ground to a halt as he took in Meadowbrook's nakedness. His breath hitched in his throat as she undid the bindings on her mane and shook it to hang down past her shoulders in bountiful curls. Despite her insanity, she was still gorgeous.

Crawling onto the bed, Meadowbrook straddled his hips. Leaning down, she planted her lips against his. “Give me a night, Sugar, just one. If by morning I haven't changed your mind, you can tell the others.”

Magnus sighed, reaching up and cupping her chin. “I'm either completely mad or a sentimental fool. I'd like to think all the times I aided you meant something aside you seeking to make me this. Very well, one night.”

Reaching up, Meadowbrook placed her hand over his. “Of course it meant something, Flash. It’s because it meant something I did this.”

Magnus wanted to trust her, and it was because of that that he leaned in and captured her lips in a kiss. She returned it in kind, a joyous look crossing her features. Despite himself, Magnus would count the liplock as among the best in his life. Only his departed wife could compete. Perhaps it was Meadow's craziness that lent a certain passion to the embrace?

Pulling away, Meadowbrook took a few moments to catch her breath. “I think it's about time you showed me that 'Flash Virility’ you were always bragging about.”

“Are you sure?” Magnus asked, running his fingers through her flowing locks. “I'd hate to saddle you with a foal before you're ready.”

“Maggie, you don't know how ready I am. This old tree is so cold and lonely, more so than ever before.”

“Well, keep kissing me like you just did,” he started, letting one hand drift to her side, “and I might be willing to give you enough foals to make a platoon.”

Meadowbrook giggled, kissing him again. “And when I'm too tired to feed them, you can take your turn playing nursemaid.”

Magnus ignored that part, kissing her deeply once more. Using what strength he had, he pulled them into a roll so that he wound up on top. Pushing the added weight on his chest to the back of his mind, he gazed down into her eyes.

Meadowbrook panted, her eyes locked to his. There was something in her eyes that drove Magnus wild. Seduction laced with a dangerous edge. There was something else too, something he wanted to dare call love.

“Don't keep me waitin’,” Meadowbrook spoke, giving a seductive purr.

“Why shouldn't I?” he challenged, putting his muzzle to hers. “We have all night, why not take our time?”

“You are an evil pony, Flash Magnus,” Meadowbrook huffed, pouting up at him.

“Says the one scheming to make a world without males,” he retorted, kissing along her muzzle and letting his hand drift between her legs. “How long have you been planning that? Since we met?”

Meadow gasped, Magnus's wandering digit slipping past her folds. She found it hard to think as he slowly teased her sex. “Mmm, hard to say. It's been a long time comin’ though, Sugar. But when we became close friends, I instantly knew I wanted you to be the first one I turned.”

“And why this that?” Magnus inquired, slipping another finger in.

“Because your personality was so perfect,” she answered, her hands moving up to fondle her chest. “So friendly, confident and always willing to go so far for others. Only problem was, you were a stallion. Now, you gotta body I can enjoy.” She bit her lip, tugging on her nipples for his enjoyment.

“And you let me keep my dick why exactly?” Leaning his head down, he nipped at one of the plump buds.

“Simple, the world still needs babies,” she answered, shuddering from the treatment. “And just because I don't like stallions, doesn't mean I don't enjoy that particular piece of anatomy.”

Magnus managed a chuckle, withdrawing his hand from her slit. “You are a complicated mare, Meadow.”

“And you are a simple one,” she countered, pouting at the removal.

“Can't argue with being simple,” he said as he took hold of his length. With practiced ease, he aligned it with her opening and teased his flare against it.

“Stop teasing, Maggie!” Meadowbrook whined, wriggling her hips. “We've waited long enough for this moment.”

“I can’t help myself,” he admitted, easing a few inches into her pussy. “Seeing you get driven wild in anticipation is exhilarating.” Smirking down at her, he pushed the rest in at an excruciatingly slow rate.

Meadow let out a long moan, twisting her nipples when she felt his hips meet hers. “I repeat, you are evil, Maggie. Torturing a mare like this ain't right.”

“I think it's well deserved retribution,” he responded, scoffing at her. “You deserve it in full.”

“Mmm, and do I deserve more?” Meadow asked, giving her chest a shake. “Do you wanna punish this bad mare?”

“You deserve the worst.” With a bob of his head, he caught a nipple between his teeth. He ground it gently, starting to move his hips, albeit slowly.

Meadow moaned happily, tossing her head to the side. A gentle rut from her now perfect mare was a good start. But she knew she'd want so much more before the night was through. Wrapping her arms around Flash's chest, she made sure to pull him close enough to smush their breasts together. “Mmm, give me your worst, Maggie,” she pleaded, grinding her nipples against his. “I want what you can dish out.”

Flash moaned, enjoying the alien sensation. Putting his hands on her hips, he started to pick up speed. “You sure about that, Meadow? You might be too fragile for it.”

“I live in a swamp you featherbrain,” Meadow argued, groaning and writhing in pleasure. “I'm not some fragile flower. Now, rut me like ya mean it!”

Catching her in another kiss, Flash moved his hips faster and faster. A rather feminine moan emerged from his lips as Meadow moved her hands along his wings. He flared the appendages out for her, relishing the attention she gave them. His wings were always his weak spot; nothing felt better than having them massaged or preened while in the throes of lovemaking.

“Mmm, my own little birdie. So fast and strong,” Meadowbrook praised, running a hand through his wing. Finding a loose feather, she gave it a quick yank.

“Oh Faust yes,” he moaned, pumping into her even harder in response. His hips were moving in a blur, and a red haze crept into the corners of his vision. “And you're my medicine mare. An untamed beauty I always longed to call my own.”

Meadowbrook moaned wantonly, raptured in utter bliss. Her other hand moved down to his waist, grabbing his ass. Stifling a giggle, she gave it a hard slap.

Magnus barely registered the sting of the spank, pleasure his only focus. If anything, the strike only further spurred him on. He wanted her so consumed by ecstasy that all she'd be able to do was lie back and take it. Pinning her to the bed, he bucked like a wild animal.

Meadow cried out, unable to contain herself. Magnus was everything she had hoped from him as a lover. More than ever she was convinced that her plan would be perfect. She yanked out another loose feather, followed by another and another.

Magnus grunted like a beast, a familiar tightness tugging at him below the waist. He held Meadow like a pony possessed, his resistance crumbling. “M-Meadow, keep that up and I won't last much longer,” he told her, looking down at her lust-addled form.

“That so?” Meadow grabbed another feather moving it this way and that. It pleased her to see it drive him wild. “Maybe I'll just leave this one in then?” She had to hold back a giggle from his conflicted expression. “It’s a shame though, this one’s in a hard to reach spot for you and it’s soooo damaged~”

“Y-you are such a bitch,” Flash hissed, gritting his teeth.

“This is payback for all the teasing you did earlier,” she retorted, poking his muzzle. Grabbing a discarded feather, she brought it up and poked one of his nipples with the sharp end. “Hm, maybe I should Pierce these? Might look good on you.”

The idea pierced Magnus’s lust, various piercings cycling through his mind’s eye. He shuddered, the suggestion sitting well with him. “Very bold, I like it.”

“So do I.” Meadowbrook lifted one of Magnus's breasts to her mouth, licking and nipping at it. Grabbing his nipple in her mouth, she gave it a hard suck.

Magnus moaned loudly, his bucking becoming erratic. He was dangerously close to the precipice of orgasm, but he needed one final thing to truly push him over the edge.

Letting go of his nipple, Meadowbrook breathed on his neck. “Come on, you sexy bitch, rut me like you mean it.”

A feral growl rose from Magnus’s throat, something primal reacting to the slight against his skills in the carnal arts. “Is there no sating you, mare?” he asked, redoubling his efforts and thrusting with strength he didn’t even know he had.

Meadowbrook moaned and squealed, wrapping her legs around his waist. “Yes! Just like that! Rut me like an animal!”

If Magnus wanted to give in to fatigue, her response made that idea burned away. Her moans and squeals were like honey to him, compelling him more than any siren’s song ever could.

Grabbing his head, Meadowbrook pulled him into a passionate kiss. Everything but her lover faded from her mind. She held the kiss, doing her best to match him thrust for thrust. Her eyes screwed shut, his wild thrusts slamming her bed into the wall. She almost wished that she didn’t live in a swamp. A petty part of her wanting to spur envy in other ponies. This pegasus was hers, no other could experience the pleasure he brought her.

With an almost feral cry, Magnus slammed in to the hilt. Throwing his head back, he pumped rope after rope of thick cum into his lover. Meadowbrook replied in kind, screaming her lover’s name into the lonely night. Magnus collapsed on top of Meadowbrook, a thin layer of sweat built up on his fur. He gave Meadow a tired kiss, looking into her eyes.

“That… I cannot deny that you hold at least some form of passion for me,” he panted out, his arms lazily wrapping around her.

“Some?” Meadow questioned, running a hand through his mane. “Sugar, you know damn well it’s a lot of passion.”

“Not what I meant,” he said with a tired chuckle. “I was referring to either lust or l-” he faltered, turning his head away,”or more romantic feelings.”

Meadowbrook kissed his head, sighing in content. “It’s not just lust, Maggie. We both know what it is. We had other ties then but now, now it’s just us. Don’t we deserve to be happy?”

“It,” Magnus paused, searching for the right words. “I made no secret that I found you attractive back when Equestria was young. But I did love my wife. I am simply afraid of cheapening my memories of her.”

Cupping his chin, Meadowbrook smiled. “As long as you remember her, it won’t be cheap. You had something special but she wouldn’t want you to be alone for the rest of your life. I know Moss wouldn’t want me to be alone.”

Magnus returned her smile and gave her a chaste but meaningful kiss. “Meadow, how is it that you always know exactly what to say to put my heart at ease?”

“I just know you very well.” Resting her forehead against his, she closed her eyes. “Let’s rest for a while. We have a long night ahead of us.”

“Before that, I feel I should say something proper,” Magnus said, his heart pounding in his chest. Meadow, I love you. I have for a long time.”

“I love you too, Flash,” Meadowbrook said, feeling her heart flutter. “I’ve loved you just as long.”

Magnus gave her another kiss, his mind and heart at ease. “Then I suppose our first official act as lovers should be to fulfill your dream.”

Meadowbrook giggled, poking his nose. “I thought you were against it?”

“You made a very compelling argument,” Magnus retorted, drinking in her beauty. “Very, very compelling.”

“Then we’ll give the stallions of Equestria one last night, before sharing our gift with them.”

Magnus nodded, allowing himself to settle in against his lover.

Canterlot, the cultural and literal capital of Equestria. As always, the city was abuzz with activity. Mares of every shape and size milled through the streets for one reason or another. Not a single stallion was visible amongst the crowds, no colts either.

Months had passed since stallions had become a thing of the past. Some had adjusted better than others. Fancy Pants could be heard from Vanhoover bemoaning the loss of her mustache. But, days later she made her first public appearance in a special suit tailored for her new physique.

The princesses had ordered an investigation to try and determine who or what caused the mysterious change, but no results had been released yet. Regardless, life had found a way to go on.

Flash Sentry sighed as he gazed at his reflection in a store window. The long vaunted Flash handsomeness had left him just like it had every other male member of his family; recalled with equally gorgeous feminine looks. He ran a hand through his mane, idly thinking about his lot in life. He considered growing his mane out. Maybe that would help him embrace his new body?

“Checking yourself out again, Sentry?” his partner, Steel Wing, inquired. “Starting to think you have a vanity problem.”

“I'm not checking myself out,” he replied, turning away from the window. “Just, trying to think of ways to get comfortable with all this.” He waved a hand over his figure in demonstration.

“You're overthinking it. You still got the part of you that counts, everything else doesn’t matter,” Steel said, crossing her arms.

“Says somepony that was always a mare,” Flash retorted, nudging her in the side. “But for me, bra shopping wasn't normal.”

Steel rolled her eyes. “It's normal now, so stop getting your panties in a twist.”

“That’s what I’m trying to do,” Flash told her, resuming his patrol. “But after looking and dressing one way for all my life, it isn’t easy to just be comfortable with a new me. It’d be like if we suddenly became unicorns or something.”

“You’re lucky you're nice to look at, otherwise I'd have asked for reassignment.” She watched his rear end for a moment before following after him.

“Oh please, you’d get up to your tiny tits in trouble without me,” Flash challenged, a cocky smirk on his face. “Remember how I saved your flank during the Crashed Canterlot Wedding?”

“Ha! If it wasn't for me, your humongous chest balloons would be trapped in a bra two sizes too small!”

“Oh, and what a sacrifice that was for you.” Flash laughed and looked back at her. “I almost thought I needed a crowbar to pry your hands off my boobs. You're just jealous mine are bigger.”

“Bitch, mine have had no trouble getting me stallions or mares,” Steel replied, sticking her tongue out at him. “You don't even know how to flaunt what you got!”

“Oh geez, it's almost like I’m a stallion or something,” Flash argued, rolling his eyes at the grey pegasus. “Who'da thunk it?”

Steel grinned, putting an arm around Flash's shoulders. “That tears it, I’m enlisting you in mare bootcamp, Sentry. When we're off duty, you are gonna get schooled in the ways of the fairer sex.”

Sentry groaned, letting her drag him along. What monster did he just create?

Feeding Frenzy

Author's Note

This chap contains mostly vanilla sex and a bit of TF/TG at the end.

Feeding Frenzy

Jolly cracked into another coconut and greedily drank at the milk inside. He was sick of coconuts, but he didn’t have much of a choice given his current predicament. He looked out at the waves and sighed. He couldn’t remember how long he had been on the island. Though judging by his beard, the answer was quite some time.

“I'm gonna die here... alone...” he groaned, looking up at the sun. He furrowed his brow and narrowed his eyes. “No, I’d rather die at sea than starve on this pile of sand.” He grabbed his knife and cut off a piece of his shirt, an idea forming in his head. He then grabbed a stone and a stick and started making a makeshift axe. When he was done he chopped at a tree and attempted to make a raft.

It took him through most of the day, but by sundown, he did indeed make a raft. He smiled for the first time in a long time and put the raft in the water. His smile grew when it floated and he pulled it back in. He then made a spear to fish with and grabbed several coconuts to keep him fed. He pushed it in again and started to flee his island prison.

“Freedom!” He cheered, throwing his hands into the air. He laid down on the raft, sighing in relief and staring at the stars for a little bit. “Truly a beautiful night to reclaim my life.”

A light giggle caught his ear, a splash filling the air. He looked towards the source of the noise and his eyes bugged out of his skull. Three all too familiar fins were circling his raft.

“I didn't even make it a day...” he lamented with a defeated groan. He grabbed his spear and knife and prepared to fend them off, or die trying. “If I’m going to die, it’s going to be as a stallion, not as a sniveling babe,” he said, gripping his weapons tightly.

The three fins sunk back into the water, and in their place, the heads of three mares breached the surface. Their muzzles seemed a little oddly shaped though. Jolly blinked, lowering his weapons slightly.

“It’s official, isolation has driven me mad.”

“Oh no, I assure you, you're very sane.” One assured, giving him a fanged smile. Her mane was a silvery color and her fur seemed to be a burnt orange with black stripes.

“We don't get to see a lot of land ponies out here,” another spoke up. Her mane was a navy blue that matched her eyes and her fur was a steel grey.

“Shark ponies?” Jolly asked, seeing their teeth. “I thought those were just stories.”

“Nope! We’re real!” The third smile, pulling herself up onto the raft. She had a silvery mane like the first one, though her eyes and fur were a light blue. Except for her chest and stomach which were white. Jolly blinked, seeing her breasts were totally exposed.

“Um… yes, I can see that,” he said, setting his spear and knife down.

“You are a handsome one.” The first pulled herself onto the raft, licking her lips.

“You’re too kind,” Jolly said with a chuckle. “I haven’t groomed myself in…” he tugged his beard. “Months.”

“You must have gotten... lonely.” The second one joined her friends on the raft, swishing her tail.

“Yes, I haven’t seen another pony in all that time,” he agreed. “My only company has been gulls and crabs.”

“I bet we could change that~” the third wrapped her arms around him, pressing her breasts into his back. He shuddered, the pleasant contact feeling foreign after so long without the touch of another.

“As if I’d deny the company of three lovely ladies.”

“Excellent.” The striped one smiled, pulling his shirt off. She let out a pleased sound, feeling his chest.

“Can I get your names?” Jolly asked, returning the favor to the striped one. “I am Jolly Roger.”

“You can call me Riff Raff.”

“I’m Rip Tide,” the blue and white mare chimed.

“I’m Driftwood,” the grey mare greeted. Riff Raff made short work of his pants, tossing them away. He watched them bob on the water.

“It’s a good thing I have you three to keep me warm,” Jolly commented, pulling Riff Raff close and squeezing her ass. “Otherwise I’d miss those.”

“You won't be needing them,” Riff Raff assured him. “Tell me Jolly, how do you feel about being a father?”

“I’d say as long as you help me get far away from that Faust forsaken island, I’ll put as many foals in you as you want,” he replied with a grin.

“Perfect!” She beamed, reaching down and giving his dick a squeeze.

“It’s been too long since I’ve been with a mare,” he groaned, running his hand along her back and taking in her foreign features.

“I’ll be sure to make this amazing,” she assured, straddling him.

“I was about to promise the same thing,” he replied with a grin, grabbing her hips. She winked, lowering herself onto his erection. They both moaned, their voices forming a perverted harmony.

“Oh damn, you squeeze tighter than a virgin,” he groaned. She giggled, guiding his mouth to a nipple. He gladly took it, suckling and nipping on it as his length hilted inside of her.

“Good boy,” she cooed, reaching down and cupping his balls. He moaned a bit, taking a bit to note the new sensations. She was a bit cooler than other mares he had been with, but it was a pleasant coolness. And she was wet. She was leaking fluids like a broken faucet already and they’d only gotten started. She gave his balls a squeeze, rolling them around in her hand. He let out an appreciative moan around her nipple and started stroking and squeezing the base of her tail.

She moved her hips, starting to pick up a rather nice pace. He continued to suck and nibble her nipple while he let his hands roam her exotic body. He closed his eyes as her folds glided against his length with ease.

“Mmmm you’re so big...” she leaned up, nibbling on his ear. She gave it a tug, her teeth scraping along the skin.

“And you’re so tight,” he groaned, his green eyes gazing into her ruby orbs. She looked back into his, pulling him into a deep kiss. He didn’t even hesitate, letting his tongue meet hers like an old friend as their hips started to move in tandem.

“Look at em go,” Rip Tide purred, watching with gusto.

“Mhmm,” Driftwood agreed, stroking her lower lips. “Jolly’s a fine catch. I think he’s a keeper.”

“We’ll have to do the ritual you know,” Rip Tide pointed out.

“Would you rather find a shark pony stallion?” Drift asked with an incredulous look.

“Did you forget what the ritual actually does you idiot?”

“No, I didn’t. But a converted stallion doesn’t have the same instincts as a natural one. Like being a complete asshole,” Drift replied with an indignant huff.

“Oh so, you'd rather him die from exposure then?” Rip Tide asked, glaring at her.

“You kidding, I’d gladly take that,” she pointed at the intimate display in front of them, “over any of the jerk sharks that are all teeth and no heart.”

“Agreed.” Rip Tide nodded. “I get him next.”

“That’s fine by me,” Drift said with a nod. “But we should find somewhere else before you do. I don’t think this raft can take how crazy you get.”

“Where else are we gonna do it?” Rip Tide frowned.

“There’s that cave not far from here,” Drift said. “Jolly should be able to hold his breath long enough for us to get there.”

Riff Raff smiled, overhearing them. “Hold your breath dear.” She winked, rolling off into the water, pulling him with her. He held on, closing his eyes and letting the girls lead him wherever they wished to go.

They surfaced in an underwater cave, Riff dragging him back into dry land. “Enjoy the water?” She asked, kissing his cheek.

“Despite being an Earth pony, I’m a creature of the sea,” he commented, pecking her lips. “So yes, I enjoyed that a lot.”

“How would you like to become one of us?” She asked, staring into his eyes.

“I couldn’t turn down an offer like that,” he replied, staring back into hers. “I was never any good at growing crops like my family.”

“We’ll have our fun before your conversion, you might not be much of a stallion after the ritual.” She pulled him into another kiss, moving her hips again. He matched her movements, running his hands along her dorsal fin. She moaned into the kiss, rapidly picking up the pace. He moaned as well, his hands gripping her flesh as he fought off his orgasm. “Close already huh?” She asked, bouncing up and down along his shaft.

“It’s been ages since I was last with a mare,” he replied with a grunt. “I never masturbated on that island either.”

“That just means you’ll have more to give.” She smiled, giving his balls a squeeze.

“It’s all yours from now on,” he said, thrusting into her to match her motions. “Anything for my three saviors.”

“Such a flatterer.” Riff smiled, nipping at his neck. He moaned, kneading her ass as he bit his lip, fighting off the inevitable. She wriggled her ass for him, letting her teeth sink ever so slightly into his skin. He groaned loudly, his hip movements becoming jerky as his eyes screwed shut. “Cum for me...” she moaned it in his ear, hilting herself on his shaft. He buried his face in her neck and came, coating her insides in white. She tightened around him, milking him for all he was worth. Riff let out a satisfied sigh, rubbing her bloated stomach.

“That… made the time on that island all worthwhile,” he said with a dopey smile.

“I bet.” Riff nuzzled him, proceeding to roll off him.

“So how would turning me into a shark pony work?” Jolly asked. “And what did you mean I wouldn’t be much of a stallion?”

“No I said you might not be much of one, there's a difference.”

“Okay, but that didn’t answer my question,” he said, looking into her eyes.

“Well, there is a chance you’ll lose your friend during the process.”

“Considering my choices are to take my chances on the raft, or join you three and possibly be a mare. I think I’ll stick with you three,” he said.

“Are you sure?” She asked, looking into his eyes. “There won't be any going back.”

“I was alone too long,” he said, stroking her cheek. “I don’t want to go back to that. Besides, I’ve got good luck.”

She giggled, kissing his cheek. “Just in case, you have fun with Drift and Rip, I’ll get what we need.”

“I believe it’s Rip’s turn,” Jolly said with a grin, standing up.

“I’m waiting.” Rip smirked, posing for him. He licked his lips and pulled her into his arms.

“The three of you make the princesses look like mules,” he said, kissing Rip deeply. She kissed him back, pinning him to the wall. He let her keep him against the wall while he took hold of her plentiful chest and kneaded her breasts.

“Ooh that's a good boy,” she praised, squeezing his balls.

“Well, normally I’m more into being in charge in and out of the bedroom,” he said, tugging on her nipples. “But I can live with following for a bit.”

“Good.” She wasted no time, impaling herself on his dick, thrusting her hips like a jackhammer. Jolly moaned and squeezed her breasts tight on reflex.

“Oh Faust, you girls are ruining normal mares for me,” he commented, trying to match Rip’s hip movements.

“Why would you want one anyway?” Rip asked, lightly biting into his neck.

“I don’t anymore,” he said with a groan. “You three are all I need now.”

“Good boy.” She smirked, running her hands over his chest. He ran his hands along her body as well, finally able to match the pace of her hips. She nicked his neck, lapping up the small trickle of blood.

“Mmm... you taste delicious.”

“I probably taste like coconut,” he noted with a chuckle. She moved her hips, reaching a hand down to rub his balls.

“I hope you got enough left in here.”

“Your belly’ll match Riff’s,” he assured her, nipping her own neck and grabbing her chest again. She shuddered, thrusting her chest into his hands. He smiled before nipping and kissing her neck and shoulder. He started thrusting into her even faster, reversing their positions so she was pinned to the wall. She panted, her chest heaving. He kept it up, his hands kneading her breasts, tugging and twisting her nipples while his lips kept kissing and biting her neck and shoulder. His hips moved in a blur, nearly pushing Rip up the cave wall.

“Yes! Show me how much of a stallion you are!” Rip cried, grabbing his mane. He obliged and nipped her neck hard enough to leave a mark as he jackhammered into her constricting depths. She let out a cry of pleasure, pressing against him.

“I told ya I preferred being in charge,” he said, smirking up at her pleasure contorted face. “And it looks like there’s a submissive streak in you.” She panted in reply, her tongue rolling out of her mouth. He bit her shoulder again, twisting her nipples.

“I've never seen anyone get her like that,” Drift commented, watching intently.

“Then it looks like we hit the jackpot with Jolly,” Riff replied with a smile as she pulled open a clam and removed the meat.

“I thought you went to get the stuff?” Drift asked curiously.

“I’m almost done,” Riff assured. “I just wanted to pop in to see how Jolly’s doing.”

“Aw okay.” Drift nodded, returning her gaze to the show.

Jolly let out a groan, feeling a familiar churning in his loins. He leaned in and whispered in Rip’s ear, “Who’s your stallion?”

“I dunno... think you can step up?” She asked, smirking weakly. He smirked back and tugged her ear with his teeth, rolling the sensitive flesh around.

“You won’t be able to walk or swim properly with me around,” he promised, pulling her nipples.

“Why don't you prove it?’ she asked, looking into his eyes. He smirked, taking his hands away from her breasts and hooking them under her legs. He hefted her up, letting out a feral grunt as he somehow thrusted into her depths faster. She cried in pleasure, her eyes rolling up into her head.

“Who’s your stallion?” he growled, biting her neck and squeezing her ass possessively.

“Y-you...” she panted, her body trembling.

“And what do you want from your stallion?” he asked, holding the floodgates back.

“Make me a mommy!” Jolly captured her lips in a kiss, hilted himself inside her and came, his seed blasting into her womb. She went limp, her stomach bloating out. When his orgasm ended he gently placed Rip on the ground and slid out of her, not even a drop of his cum escaping her lower lips.

“Top notch!” Drift declared, giving him two thumbs up.

“I agree,” Riff said, pulling herself onto dry land. “I’d be jealous if I didn’t know you were my stallion too.”

“Anyway, my turn!” Drift grinned, walking over to him. She threw her arms around his neck, kissing him. He deepened the kiss, wrapping his arms around her and holding her close. She closed her eyes, pressing her breasts into his chest. He ran his hands up and down her back as he added tongue into the mix. His hands paid particular attention to the base of her tail and her fin.

She shuddered, becoming putty in his hands, her body shuddering at his touch. He gently lowered her to the ground, their lips never separating as he positioned himself above her.

“Take me hard.” She pulled away, wriggling her hips.

“Well, if it’s hard you want,” he grabbed her and put her on her hands and knees. “Then it’s hard you’ll get.” He slapped her ass as he lined up his dick with her folds.

“Oh yeah, more like that!” She thrust back against him, already wet. He grinned wildly, spanking her as hard as he could as he hilted himself in one thrust. She gasped, her body arching up from the sudden surge of pleasure.

“Mmm, I think you might be the tightest of the three, Drifty,” Jolly said, spanking her again as he started to buck his hips against her, holding her by the base of the tail.

Riff watched closely, starting to mix up some type of potion. She watched it change color to a soft blue. She tapped her chin and turned back to Jolly, waiting for a crucial ingredient.

“H-harder!” Drift cried, her breasts swinging wildly from the force of his thrusts.

“Ask nicely, Drifty,” he growled, swatting her ass and slowing his thrusts slowly. She whined, speeding up her own thrusts. He growled again, spanking her hard and pulling her tail to halt her movements. “I said,” he punctuated each word with a spank, “ask nicely.”

“P-please go faster...” she whined, wriggling her ass.

“That’s better,” he started to grope her ass affectionately and started thrusting even harder than before. The sounds of their hips colliding echoed through the cave. “See what happens when you ask not order?” She moaned, dripping onto the floor, a puddle forming under her. He spanked and groped her again, picking up the pace even further, her inner walls trying desperately to keep him inside, but the fluids she was leaking made her grip useless.

“Yes...” she moaned weakly, her tongue flopping out of her muzzle. Jolly squeezed her tail and draped himself over her back.

“You make such adorable noises~” he purred in her ear, nipping it. She squeaked in reply, looking up at him. He nipped her ear again, squeezing her tail as his speed plateaued. Drift let out a cry, an orgasm coursing through her body.

“Cumming already?” he teased. “Looks like somepony has a hair trigger.” She gave him a weak glare, trying to catch her breath. He spanked her again and gave her a sudden thrust to take her breath away. She gasped, squeezing her eyes shut. He resumed his high speed thrusts and started kissing and nipping her neck. She whimpered and mewled, submitting completely. He spanked her more and gave her a smouldering smirk. “I’m getting close, so tell me, how much do you want to be a mommy?”

“I-I want it bad Jolly...” she muttered, looking into his eyes.

“What would you do for it?” He teased, kissing the back of her neck.

“A-anything...” He nodded and threw his head back, moaning loudly as he hilted inside her and came. She let out a cry, rocked by a second orgasm. She collapsed, mumbling incoherently. He pulled out of her and stood up with a satisfied sigh.

“Alright, I guess it’s time for me to change,” he said, turning to Riff.

“I have the potion ready.” She smiled, standing up. She offered it to him, swishing her tail as he downed it. “Now, hold your breath.” She grabbed him, diving back into the water. He held onto her tightly and closed his eyes. He wondered where they were going as he felt them speed through the water.

She pulled him along to a strange set of standing stones gesturing for him to stand in the middle. He did as she wanted and looked at her curiously. She started to chant in a language he plainly didn't understand, the stones around him lighting up. He looked down and saw his stomach was glowing as well and slowly spreading to the rest of his body. Her chanting got louder and his body started to feel hot.

She gave him a reassuring smile, not pausing in her chants. He had to fight back a grunt, feeling his muzzle elongate to accommodate his sharpening teeth. He then felt the hair fall out of his tail as it morphed into a shark tail. He watched as his body streamlined, reducing drag. He felt a shifting in his neck and released his breath, adjusting to his gills. The changes seemed to end with an uncomfortable pinching in his back. Then, he groaned and felt a clutching pain in his chest. Before he knew it, his chest swelled, becoming almost as large as Rip’s prodigious bosom. Then, his beard fell out, the hairs floating up before his eyes. He looked down quickly, sighing in relief, his best friend still there.

“Well, I wasn’t expecting this,” Jolly said, hefting his new breasts and posing. He blinked for a moment, surprised by the sound of his own voice.

“I think you look great.” Riff swam over, giving him a kiss.

“I won’t miss the beard,” Jolly replied, returning the kiss. “As far as I’m concerned, I’ve only gained from this deal.”

“I'm glad you think so.” She smiled, squeezing his breasts.

“Mmm,” Jolly moaned, his tail swishing from the contact. “See? Those are much more fun to toy with than my pecs.”

“I agree.” Riff leaned down, biting at one of his nipples. Jolly moaned and wrapped his arms around her.

“Heh, I’ve gone from a captain that sailed the seven seas to a mare that swims through them,” Jolly noted with a small smile.

“Now you’re a part of it.” She pecked his lips, putting his hand on her stomach.

“I dunno, we could cause some terror for the ne'er do wells of the sea,” Jolly said with a grin. “It could be fun to ransack Griffin pirate ships together.”

“Mm... planning a harem are we?” She chuckled.

“Perhaps,” Jolly admitted. “What do you say? Want to become a pirate, First Mate Riff Raff?”

“I love that idea Captain Jolly Roger.” She smirked, nuzzling his neck.

“Then let’s show the others the new me and tell them our plans,” Jolly said, testing out his new tail. “Then the villains of the sea will be in for quite a surprise.” Riff took his hand, leading him back to the cave. The two surfaced and found the other two mares laying down and rubbing their stomachs idely. “Hello girls!” Jolly called. “Miss me?”

“Jolly?” Rip asked, sitting up.

“The one and only,” he replied, pulling himself out of the water and posing for them. “What do you think of the sharky me?”

“You got some bangin tits!” Drift grinned, licking her lips.

“And I kept my three friends,” Jolly said, cupping his male genitalia. “Which means we can keep making kids if you girls want.”

“He’s truly perfect.” Riff smirked, grabbing Jolly's ass.

“Looks more like a she to me,” Drift teased, pointing out Jolly’s hourglass figure.

“Semantics,” Riff dismissed.

“We had something else we wanted to to tell you,” Jolly said, putting an arm around Riff. “How would you girls feel about ransacking pirates and other baddies that travel the seas?”

“Sounds amazing!” Drift nodded, giving a toothy grin.

“That sounds way better than just catching fish, sleeping and masturbating the day away,” Rip agreed. “Will we get to dress up like pirates?”

“If you want.” Jolly nodded.

“Sweet!” Rip chirped, pumping her fist. “I can’t wait to get started, Captain.”

“Wanna start right now?” Jolly grinned.

“Maybe,” Rip replied, her tail swishing slowly behind her.

“Then let’s find a target.” Jolly said. The girls all nodded and hopped into the water. They swam near the surface, keeping an eye out for any large ships. They shared a smirked as a ship sailed into view, flying the crossbones.

“Oh, I know that skull and bones,” Jolly said with a devious grin. “That’s the griffin captain Deadeye Hilda. You name a crime and she’s done it.”

“Ooh, she’ll be fun to tame.” Rip rubbed her hands together.

Like the sharks they were, the quartet swam with purpose. They'd find their prey today. Good 'eats' for a long time coming.

Buff Bookworm

Author's Note

Chapter contains: amazonian mares and femdom.

Buff Bookworm

Moondancer stirred her cup of tea as she walked back to her desk to study. The library had gotten in a first edition spell book penned by Clover the Clever herself and she jumped at the chance to study it. The tome laid open on her desk, a notepad with her observations sitting next to it. She took her seat and placed her cup as far from the priceless book as she possibly could.

“Let’s see what secrets await~” Moondancer proclaimed giddily, cracking the book open. She skimmed the pages, looking for one or more interesting spells.

The first few pages contained simple charms, things like making an object glow in the dark or make a sound when a pony approached in case it got lost. She paused on a particular spell labeled ‘Stolen Growth’. Reading over the page, she couldn’t help but think of the possibilities. She tapped her quill against her chin as she thought about what the spell could do. Judging by the wording of the spell, she’d need somepony else to help her.

“But who...?”

She briefly considered asking her friends, but Twilight was too busy with her duties as princess and Minuette refused to help her with spells ever since that fire broke out. An idea clicked in her head. That pretty boy guard who always walked by every day. Ignoring her. Yes, he’d do just fine. She pushed away from her desk and headed for the door. She paused just before opening it, making sure she wasn’t forgetting a critical article of clothing in her eagerness. Once she was sure she was fully dressed, she walked out into the streets of Canterlot and headed for the path she knew the guard followed.

Still being early in the morning, the streets were relatively empty. Moon took up a hiding spot around a corner, peeking out every so often. After about an hour or so of waiting, her target came into view. His golden colored armor shined brightly in the early morning sun and he had a more relaxed posture than the average royal guard.

“Here we go...” Moon summoned up her magic, sending a bolt directly into his chest.

The guard grunted before flaring his wings out, dropping into a defensive stance and whipping his head around to look for his attacker.

Moon ducked back down, her body shaking with adrenaline. A light tingling over her body told her the spell was already working. She peeked out again, watching him. He faltered on his hooves, a faint glow visible around him as the spell took effect on him as well.

Taking a step out, Moon cleared her throat. “Hello there.”

The guard regained his footing and resumed his stance, only to drop it when he saw Moondancer. “Hello ma’am. Did you see the pony who attacked me?”

“Somepony attacked you?” Moon asked, trying to sound surprised.

“Yeah, somepony hit me with a magic bolt.” He relaxed a little, rubbing his shoulder and rolling his neck to pop it. “Probably just some kid playing a prank, but it’s not like I can just let that sorta thing go.”

Already, Moon could feel her clothes starting to strain. Not all that much, but they clung to her much more than before. She couldn’t say the same for the guard, whose helmet was starting to slide down into his face.

He blinked, adjusting the helmet and tightening the strap under his chin. “What the hay?” he muttered under his breath. “I know I had this right before leaving this morning.”

“You know,” Moon started, keeping her eyes on him. “I think I might just know you hit you.”

His eyes lit up a bit. “Really? Thanks ma’am. I really didn’t want to spend all day on this.”

“I think.” Moon tapped her cheek. “It might have been a mare. A mare whose had her eye on you for awhile.” She tried to fight off a grin, as they leveled out in height. At least for the moment. “A mare you’ve constantly ignored.”

The guard blinked again. “Um, am I going crazy or did you just get taller?” He subtly looked her over. “And uh, is your turtleneck more ill-fitting than it was just a second ago?”

Moondancer grinned, reaching out and grabbing his wrist. “Yes, yes it is.” She turned, finding she had no trouble at all, dragging him to her home.

The only issue was his constant struggling and complaining as she shut the door behind them. Luckily, nopony was milling about at the time so she had no problem getting him inside. She gave him a little push, snickering as he struggled to regain his balance.

He put his hand on the couch behind him to keep himself from toppling over. “Okay, what spell did you use on me?”

“The best kind.” Moondancer sashayed over to him, now at least a head taller. She gently cupped his chin, letting his helmet fall over his face. “I’m in charge now, little stallion.”

The guard pulled his helmet off, his spiky blue mane barely moving as he did. “Ma’am, if you stop whatever this is now, I promise you won’t face any charges.”

“Oh no.” She leaned down, letting her growing breasts hang in front of his face. “I’m tired of being ignored by you.” She pointedly poked his chest. “You’re going to stay right here.”

“Ma’am, I wasn’t trying to ignore you, I was just doing my normal patrols. Whenever I saw you, you never looked like you were going to commit a-”

Moon clamped a hand over his muzzle. “Well, now I have your undivided attention.” Moon shuddered the sound of ripping fabric filling the air. Her pants were starting to give under her continued growth.

The guard’s eyes widened a bit as he took in how tight her clothes were getting on her, his own armor getting looser.

“Let’s get you out of that armor, shall we?” Moon didn’t wait for an answer, already working on his arms. She tossed the gauntlets behind her carelessly, letting them clatter to the floor before reaching for his chest piece.

“Ma’am!” he pleaded, desperately trying to keep her hands away. “Please stop!”

Moon grabbed his wrists and smirked at him. “I already told you, I’m in charge here. Now, be a good boy and let me get this heavy armor off of you.” She lit her horn, quickly removing his chest piece. “Aw, look at that, all your muscle is going poof.”

“So you used some sort of muscle siphoning spell on me?” the guard asked, giving her a hard look. “I’ve never been told about something like that.”

Moon just grinned, leaning down into his face. Her pants finally gave out, falling apart, leaving her in an increasingly strained pair of panties. The guard’s eyes darted around, desperate to avoid staring at her. Eventually, his eyes settled on the open spellbook on the desk.

Moon traced a finger over his chest. “Enjoying the show?”

“Can’t say that I am seeing as I’m losing a lot of hard work,” he replied, thinking of a plan to get the spellbook to his superiors. “Do you know how nasty protein shakes are?”

“I wouldn’t know.” She moved onto his lower half, getting his legs uncovered.

He grumbled, a sense of discomfort growing as he was left in his boxers in front of her. He didn’t say anything though, still working out how to get his hands on the book and get out.

“You seem to be enjoying this~” Moon taunted, looking down at his tented boxers. His erection being the only thing keeping them on.

He blushed, shifting on his hooves in an attempt to keep the tent from her view. “What can I say, nerdy girls are cute? And so are toned girls. You happen to be both now.”

She grabbed the hem of his boxers, easily ripping them off him. “Oops.”

His blush grew and he hastily used his hands to cover his crotch.

Moon snickered, placing her elbow on his head. The poor guy was just about eye level with her breasts.

“So, why me?” the guard asked, trying to distract himself from his embarrassment.

“Because I think you’re hot.” She eased him down to his knees, moving his head to her crotch. Her panties were riding up something fierce, her slit already dripping wet.

He gulped, his erection throbbing at the sight. “Is that all? Are looks the most important thing to you? I am more than a pretty face. At least, I like to think I am.”

“No, I’m not in it just for looks, but, you just kept ignoring me!” She pushed her crotch into his face.

His pupils contracted into pinpricks as her scent wafted into his nostrils. He could smell the need coming off of her and it caused a primal part of his mind to rear its head.

“Go on~” she encouraged.

He reached up, pulling her panties to the side to bury his muzzle in her bared slit. He let his tongue hang out, giving her a few quick licks.

Moondancer moaned, placing her hands on his head. “That’s the spot~”

He let his hands rest on her hips as he continued to dab at her folds. He then decided to use a trick he had overheard in the guard barracks and started to move his tongue to trace out the letters of the alphabet on her slit.

Moondance moaned louder, tugging on his ears. “Yes! Like that!”

He grunted in irritation at having his ears manhandled, though a bead of pre formed at the tip of his length. He’d have to file that away for later as he finished tracing the last letter in the alphabet.

Moondancer panted, her juices all over his face. He pulled back, licking his lips in a vain attempt to clean himself up. She reached down, grabbing his dick. “Ready to use this, small fry?”

“Does it matter if I am? You’re in charge, right?”

Moon pushed him onto his back, tearing off her panties. “Good answer.”

The guard gulped, watching her hover over him with a devious smirk on her face. ‘Okay Flash, you just have to do this until she falls asleep. Then you can grab the book and the court mages can undo this spell,’ he thought.

Moon slid down onto Flash’s erection, letting out a long moan. She leaned over him, her wool covered breasts dangling above his head. Flash shuddered, her legs and inner muscles clamping tight around him. He brought his hands up, tugging at the bottom of her turtleneck.

“Maybe we should let the sweater puppies out?” he joked.

“Hm... you do deserve a reward.” She took off her turtleneck, tossing it over with his armor.

Flash had to stop his mouth from watering when he caught sight of her bountiful chest as it bounced from being freed. The smallest he’d put her breasts at would be DD cups.

Noting his look, she shoved her breasts into his face. Flash couldn’t resist and nuzzled into her breasts, relishing in being enveloped in their pillowy softness. He brought his hands up, giving the soft mounds a squeeze. Moon shuddered and moaned, starting to bounce on his lap in a steady rhythm.

“Damn, your tits are huge...” Flash muttered, tugging on her nipples.

Moon groaned, a faint hint of pride swelling in her chest from the praise. “It’s a common trait in mares on my mother’s side of the family,” Moon explained, reaching back to tease his wings.

Flash bit his lip, feeling his wings start to stiffen. “O-oh yeah?”

Moon nodded, her fingers dancing along his flight muscles. “Mhmm, and I’m on the smaller side compared to some mares in the family. Aunt Tango Twist’s breasts make her look like she smuggles watermelons in her dresses.” She was glad she had studied that book on erotic ways to tease lovers. Pegasi wings were the best way to get a pegasus off. The book had specifically mentioned to start by tracing their wing bones and flight muscles before moving on to preening their feathers to maximize and draw out pleasure. It seemed to be right on the money if the muffled moans coming from Flash were any indication.

“Y-you’re pretty good with your hands...” Flash muttered out, his wings pomfing out.

“A lot of practice on myself~” she answered in a husk, moving her hips a little faster and filling the room with lewd smacks. “Usually while picturing you.”

Flash grunted, watching her breasts bounce up and down. They were almost hypnotic. “D-do that a lot?”

“Every time I managed to see you during your patrols,” she answered, running her fingers through his feathers. “Sometimes I thought about committing a petty crime so you’d arrest me. Then I pictured you handcuffing my hands behind my back and dragging me into an alley so you could have your way with me.”

Flash would’ve laughed were it not for the masterful ministrations Moon was giving his wings. Her fantasy sounded straight out of a trashy romance novel. “Give me back my muscles, and I can make that happen for you.”

"No, I think I'll keep them," she responded, pulling a loose feather out. "I like being strong."

He shuddered the bit of pain dulled by the pleasure he was receiving. “What, so you want me to earn it all back and then some?”

"Can you gain back two feet in height?" She asked, flicking his ear.

Flash grunted, hiding the hit to his pride. “There’s a potion maker in the Everfree Forest, she might be able to help. I’d like being able to reach shelves without flying indoors.”

It was humiliating. If he had to guess, he had been shrunken to an even five feet. Directly level with her breasts. All trace of muscle had been transferred to her, leaving hm with the scrawny physique he sported in high school.

He was lucky to have met a coach in high school that when he’d failed to join the flight team for wing sprints, told him to focus on flying technique and strength. That had ultimately led him to pursuing guard work.

"Nah," Moondancer said dismissively, moving a hand down to grab his crotch. "I like you small."

Flash winced, her touch not gentle in the slightest. “Gah, careful with that.”

"Or what?" She asked, rubbing his two precious orbs in her palm. "You're just a little shrimp."

Flash gazed at Moon skeptically, it was rather obvious that her new size and bulk were going to her head. “Please be careful with that.”

Leaning down, Moondancer kissed his nose. "Alright, since you asked so nicely." Giving them a light squeeze, she moved onto his raging erection. "Looks like you need some attention."

“You’ve given me a lot already,” Flash said, a dull ache persisting in his balls. “So how about instead of an exchange, we work to make each other feel good together?”

Giggling, Moondancer smothered him with her breasts. "Oh, I'd like that very much." Without much effect, she swept him off his hooves and made her way to her bed.

Somehow, being carried like a blushing bride somehow felt nice and humiliating all at once. He was only glad that his buddies in the guard couldn’t see him like this. Her muscles did feel nice, as did her soft breasts. Which were smooshed up against him. Trying to relax, he focused on the feeling of her breasts pressed against his back. As she walked up the steps, they rubbed up and down his spine.

Moondancer was beside herself. The spell worked perfectly! Here she was, an out and put marizon, with the object of her affection under her thumb. She had never felt this good, she never wanted it to end. And judging by Flash’s compliance, it seemed like it didn’t have to end. Her gaze fell between his legs, his erection bobbing softly with her stride. She picked up her pace, crossing the threshold into her room and gently laying her diminutive stallion on her bed.

Flash gulped, looking up at the mare towering over him. "Have you uh... Done this before?"

“No, I was a recluse until recently,” Moondancer answered, toying with her lower lips as she crawled atop him. “So I plan on making up for lost time.” She straddled his hips, dragging her ass up and down his dick. "What? Afraid you won't live up?"

“It’s hard to stand up to a fantasy,” Flash admitted, putting his hands on her thighs. “Especially the one of a pretty and imaginative mare.” He gave her thighs a gentle squeeze, getting a feel of her muscles hidden beneath her plush fur.

Moondancer shivered, biting her lip. "Well, just do your best." Dangling her breasts in front of his face, she winked in an attempt at seduction.

It worked, Flash finding her clumsy attempt irresistible. Even with her new muscular form, she still found a way to be cute in his eyes. He moved one of his hands down to his dick and lined it up with her folds. “You wanna take the plunge or should I make the first move here?” he asked.

"Please me, little stallion," she commanded, slapping his cutie mark.

Flash grunted, seeing a hand print on his ass in the corner of his eye. Feeling bold, he thrust his hips up and buried himself to the hilt into Moondancer with one smooth thrust. He was rewarded with a rather pleasing moan. He took that as a hint to keep going, thrusting with a steady rhythm right out of the gate.

Grabbing Flash's head, she practically jammed her tit into his face. "Don't leave the rest of me out."

He never was one to disobey an order, so he opened his mouth and latched onto the offered tit, lightly grazing her nipple with his teeth every so often. Her squeals were a much needed boost to his ego. Bringing his other hand up, he began to pinch and tug at her other nipple. His wings flared out, losing himself in the act. Her legs squeezed around his hips, locking him into place and left him unable to do much more than continuing his thrusts.

It felt so good but it wasn't enough. Moondancer lifted him up again, pinning him to the wall. "Oh Faust you’re so light," she breathed, moving her hips against his.

“For someone who’s fantasy was to be taken advantage of, you sure do seem to like being in charge,” Flash teased, coming up for air from the valley of her cleavage.

"Perhaps my dream changed?" Grabbing his ass, she squeezed his cutie marks. "I'm in charge now, got it?" She accentuated her point by spanking both his marks. "Well?"

“Does that mean there’s gonna be handcuffs in my future?” Flash asked, having no choice but to enjoy the ride. She made up for her inexperience with her sheer enthusiasm. He had a feeling that he’d have bruises in the morning, but he couldn’t bring himself to care.

"Damn right," Moondancer said, nipping at his ear. "Now, I didn't tell you you could stop sucking, did I?"

“You’re pretty hot when you’re confident,” Flash told her, returning to his duties. He bit down gently on a nipple, grinding it between his teeth.

Moondancer moaned happily, trying desperately to keep up her domineering facade. She focused on moving her hips, finding a shaky rhythm as she went. "That's it, just like that," she praised, nipping at his ear.

Flash didn’t know how long he could last, her earlier preening and wing rub had left him wound up. He could only hold on and do what he could to ensure she got off too. Closing his eyes, he put all his attention to her chest, nibbling, pinching, pulling, doing every trick he had ever learned and whatever else could pop into his head.

It was an odd experience, being the one getting fucked against the wall. To be the one in her control. It was... enlightening how even someone as inexperienced as her could make him like this situation. Was there a part of him that had always liked a mare dominating him? He couldn’t say that he had seen that coming.

Moondancer panted, unaccustomed to her new build. Her saving grace was the closeness of her orgasm. "You ready, tiny guy? Let's see if you can fill me up."

“Y-yeah,” Flash agreed in a pant. “I’m hangin’ on by a thread here.”

"Then just let go." Stepping away from the wall, she took hold of his hips, moving him in and out herself. "Come on, what are you waiting for." Falling back on the bed, she nearly screamed as her climax overtook her.

Flash quickly joined her, his wings stiffening up and his body twitching as his orgasm rocked him. Grunting, he turned her insides white before letting his face drop into her cleavage.

Moondancer sighed happily, spreading herself out on her bed. “Y-yeah, I like my new muscles.” Wrapping an arm around Flash, she rubbed his back. "You aren't really going to turn me in, are you?"

Flash thought it over, a battle of morals going on in his head. In the end, he could only say. “I don’t think that’ll be necessary.”

"Good boy," she praised, patting his head. That was a weight off her chest. One of them at least. "I hope you know I'm not giving it back," she said, a smile on her face. "Maybe if you keep being good I'll consider it."

“Hmm, then how about dinner and a movie soon?” Flash offered with a smile. “I should get started on being good.”

Moondancer nodded, stifling a yawn. "What are you going to tell the guard?"

“Spell went awry, both of us got caught in the crossfire and the suspect eluded me in my new form.”

"Good...but now...that's enough talking..." Holding him like a teddy bear, Moondancer stole a kiss. "Let's just sleep now..." She dozed off mid-sentence, snoring.

Chuckling and shaking his head, Flash couldn’t help but wonder what he’d gotten himself into while he settled in to sleep. Closing his eyes, it took him only a moment to follow her to the dreamlands.

Til the Break of Dawn (AU)

Author's Note

Chap contains: Femdom and two mares going at it.

Til the Break of Dawn (AU)

Celestia sighed as she lowered herself into the hot tub. It was nice to finally get a moment to herself, alone, with not even Raven to bother her. Closing her eyes, she slid down to her neck, letting out a hum of delight. She lit up her horn, pulling out an ice cold drink from an ice bucket kept by the tub. She took a sip, smiling as soon as she finished swallowing it.

A frown grew across her face as the heat of the water went up by at least two hundred degrees. Not harmful, but a little uncomfortable. She opened her eyes, nearly dropping her drink when she was greeted by a smirking Daybreaker.

“What's wrong?” Daybreaker asked with a mock pout. “Too hot for you?”

“What are you doing here?” Celestia growled, standing up from the water to glare down at Daybreaker.

“Having fun~” Daybreaker grabbed Celestia’s hand, pulling her down on top of her. She made a point of smushing her breasts into Celestia’s face. “Come on now, don’t you want to have some fun?”

“And why would I want to have fun with you?” Celestia questioned, ignoring how Daybreaker’s full breasts felt against her muzzle.

“Because~” Daybreaker leaned her head down, licking Celestia’s horn from base to tip. “I know all your kinks~”

Celestia suppressed a shudder as the sudden stimulation slowly spread down from her horn. She hated to say it, but it had been too long since she had been physical with somepony. Watching her niece and former student find happy relationships only made a part of her crave intimacy even more.

Daybreaker didn’t give her anymore time to think on it, licking and sucking on the tip of Celestia’s horn. Celestia groaned, screwing her eyes shut as her counterpart teasingly grazed her fangs along her horn. Daybreaker slid her hands down, groping Celestia’s chest.

Celestia decided to throw caution to the wind, leaning her head to give Daybreaker more room to work. She reached her hands down, gripping her counterpart’s ass by the cutie marks.

Daybreaker practically purred, pulling away from Celestia’s horn. “Mmm, isn’t is nice? I know exactly what you like, Little Celestia. Every little thing that makes you tick, you luminescent slut.”

Celestia gave Daybreaker’s cutie marks a squeeze, dragging her fingers deep into the bountiful backside. “That information goes both ways. I suppose a little fun with you could be a good way to spend my downtime.”

“You think so hm?” Daybreak easily overpowered Celestia, pinning her to the back of the hottub, hands held above her head. “Because, I happen to know, you crave for someone to put you in your place.”

Celestia wriggled in the mare’s grasp, her expression doing nothing to deny the claims.

Daybreaker leaned in, breathing in Celestia’s ear. “We both know, deep down, you belong on your knees, following orders.” She nipped the ear, grinding it slowly between her fangs.

A primal part of Celestia told her to run. She beat that feeling down, primal fear giving way to arousal. “It would be nice to have a dominant lover for once,” she admitted.

Daybreaker tsked, looking into Celestia’s eyes. “We both know it’s more than that.” She cupped Celestia’s chin, nibbling on her lip. “Go on, admit it. Shout your deepest desire out to the heavens.”

“I wanna be treated like a slut,” Celestia admitted. “I want to be put on my knees and worship my master’s pussy or dick.”

“Hmmm... better, but we both know that's not the end of it~” Daybreaker giggled, tracing random patterns on Celestia’s cheek. “Are you really going to make me say it?”

Celestia rested a hand on Daybreaker’s side. “We both know you want to, you get off on humiliating me.”

“Now, now.” Daybreaker flicked Celestia’s nose. “I’m merely trying to help you admit your deepest desires! But, if you won’t say it, I will.” She reached down, roughly pinching and twisting one of Celestia’s nipples. “You want someone to enslave you. To strip you of all that free will, and make you an utter slave.” She breathed on Celestia’s neck, nipping it. “Go on, scream it to the world so everypony knows just how pathetic their princess actually is!”

Celestia bit her lip, wanting to scream out in denial at her words. She was a princess, having such desires wouldn’t be proper. But, her will slowly eroded as Daybreaker continued to tease and taunt her, saying all the right things. To make matters worse was the mare’s skilled hands gliding across her body, feathery touches teasing her most erogenous areas. Celestia wriggled against Daybreaker, her will straining to remain intact.

“I wanna be a slave!” Celestia cried, her will finally crumbling under Daybreakers assault of pleasure. “I want my only thoughts to be of my master’s pleasure! I want my every action dictated to me!”

Daybreaker purred, planting a kiss on her lips. “Was that so hard, Celly? Doesn’t it feel nice to admit it? And so easily too! You barely have any willpower as it is!”

Celestia ignored the jabs, playing up her submissiveness. “Making decisions for so many ponies is awful.” She pouted. “Better to have a master who can put me in my place.” She nuzzled the other mare’s cheek. “Somepony sexy and powerful.”

Daybreaker smiled. “That’s what I like to hear! Give me your crown!”

Celestia lit up her horn, lifting her crown from its resting place among her clothes and placing it on Daybreaker’s head.

Daybreaker chuckled lifting it off her head. “I already have a crown, Celly.” She held it over Celestia’s head, pouring enough heat into it to melt it.

Celestia squirmed as the molten gold dripped down on her, watching as her symbol of authority was destroyed. A part of her mourned the loss of her crown, but another, louder part of her felt a thrill from the dominant act.

“Does that excite you?” Daybreaker asked, smirking down at her.

Celestia looked down, a moment of shame hitting her at being caught enjoying the torment. “Yes mistress,” she said after a long pause, “it does.” She bit her lip, a thrill going down her spine at admitting her enjoyment.

“Good to hear.” Daybreaker hummed, rubbing the still molten gold all over Celestia’s body.

Celestia didn’t say anything, simply letting her counterpart desecrate her body with the remains of her crown. A part of her thought of how her subjects might react if they could see her in such a state. A louder part said they should. Her lower lips seemed to tingle at the thought of her subjects jeering at her sorry state, admonishing her for her sluttiness.

“Are you ready for your next step?” Daybreaker asked, rubbing Celestia’s nipples with her thumbs.

Celestia looked up at Daybreaker. “What is my next step, mistress?”

Daybreaker reached up, putting a finger on the tip of Celestia’s horn. “We have to seal up that magic of yours.”

Celestia paused for a moment, considering her choices. After some thought, she nodded at Daybreaker. “I’m ready, mistress.”

“Good girl.” Daybreaker pinched her cheek. She lit her own horn, creating a golden horn ring. “You do it, Celly. I want you to give up your free will, of your own free will, piece by piece.”

Celestia took the ring from Daybreaker’s hand. She then slowly slid it into place at the base of her horn, trying to make a display of the action. A cold shudder spread through her, as the ring locked around the base of her horn, cutting the flow of magic. She attempted to light up her horn, only succeeding in giving off sparks to show her mistress the deed was done.

“It’s done, mistress,” she informed, bowing her head.

Daybreaker chuckled petting Celestia’s head and scratching her behind the ears. “That’s a good girl. I knew you’d be an obedient plaything.”

“Of course, mistress,” Celestia agreed, leaning into Daybreakers hand.

Daybreaker hummed in thought, absentmindedly stroking the princess’s head. “I think you deserve a bit of a reward. Pet, sit on the edge of the tub.”

Celestia did so, shuddering at the idea of a reward. Daybreaker knelt in front of her, putting her head between Celestia’s thighs. Celestia bit her lip, preparing herself for some oral attention, only to gasp when Daybreaker started to push her horn past Celestia’s folds. Celestia gripped Daybreakers shoulders, steadying herself.

Daybreaker moaned finding a slow rhythm as she thrusted her horn into Celestia. She was struck by a sudden idea, lighting her horn up and letting it hum with energy.

“Oooh...” Celestia moaned, sounding very much like a slut. She blushed, biting her lip hard enough to draw blood.

Daybreaker glanced up to see Celestia’s condition. “You don’t have to hold back, pet,” she said, starting to pick up the pace of her thrusts. “Be as loud as you want.”

Celestia let out a long, needy moan, bucking her hips against Daybreakers head.

“I bet you wish this was a nice, thick cock,” Daybreaker teased, sending out a quick jolt of energy from her horn. “Don’t you, pet?”

“Y-yes...” Celestia moaned, arching her back.

Daybreaker smirked, sending another jolt of energy into Celestia. “I might be able to arrange that later.” A wicked grin wormed its way on her face and she reached up to grab Celestia’s ass. “Or maybe I’ll call in a few guards and let them have their way with you.”

Celestia groaned as the energy coursed through her and made her body seize up slightly. The image of her being ravaged by three handsome guards flashed before her, fanning the flames of her arousal.

“Mm...” Daybreaker ran her fingers through Celestia’s wings. “Maybe I’ll take your wings and horn. You don’t really need them, now do you, pet?”

“I only need what my mistress allows me to have,” Celestia answered, reaching up to grope her chest and thrust her hips against the horn buried inside her. “I am yours to play with.”

Daybreaker grinned wickedly, giving the base of Celestia’s wing a squeeze as she sent a particularly strong surge of energy through her horn. “That’s exactly what I wanted to hear, slut.” She giggled, runnning a current of magic along her horn.

Celestia moaned wantonly, her eyes threatening to roll into the back of her head. She knew it was wrong to enjoy Daybreaker’s treatment, but part of her took even greater pleasure in that fact. That perverse part of her was more than willing to let Daybreaker completely subjugate her. She knew she couldn’t, but she was more than willing to play along in order to live out a few fantasies for a little while.Though, deep down, part of her didn’t want it to just be a fantasy.

Daybreaker didn’t seem to acknowledge Celestia’s inner conflict, closing her eyes as she relished in the control she was wielding. “Oh, you’re so tight, slut. You grip my horn just right.”

“It’s been too long since I’ve been with anything other than a toy,” Celestia replied, rolling her hips against Daybreaker. “Too many selfish ponies would try to use my authority to get ahead.”

“Well, now you're my toy.” Daybreaker slapped Celestia’s cutie mark, watching the other mare yelp.

“Mmm, yes mistress,” Celestia moaned out, her wings flaring. “Use me any way you see fit to.” throwing her head back, she let out a cry, drenching Daybreaker in her juices.

Daybreaker rose up, a smirk on her face as her horn glistened with Celestia’s juices. “Very good, pet. You really were pent up. But now it’s time for you to service me.” Laying back, she spread her legs wide. “If you do a good job, I might just breed you~”

Celestia recovered instantly at that offer. She buried her muzzle between Daybreaker’s legs, drilling her tongue deep into the other alicorn’s slit. Daybreaker moaned, grabbing Celestia’s ears and giving them a hard tug. Celestia moaned in return, wrapping her arms around Daybreaker’s hips and lavishing attention on her clit. Daybreaker squeezed Celestiia’s wings, pulling out a few feathers. Celestia shuddered, the gentle preening a welcome reprieve after the rough treatment she had just received. Celestia wrapped her lips around the other mare’s clit, tugging and sucking on it gently.

‘Is this incest or masturbation?’ Celestia wondered, going to town on the mare’s crotch. ‘What would a foal between us even look like?’

She tried to picture it, but every combination just felt like a slight alteration to her or Daybreaker. ‘Well, only one way to find out.’ She focused on her task, using every trick she knew. Peeking up at Daybreaker, she smiled at the moans and groans her doppelganger released. She couldn’t help but feel a bit of pride well up knowing she could still please a lover after such a long dry spell. Celestia closed her eyes, noting the spicy tang to Daybreaker’s juices. She had to hold back a giggle, the flavor matching the mare perfectly.

Lighting her horn, Celestia added a bit of magic into the mix of her ministrations.

“Mm... yes~” Daybreaker moaned, tugging on Celestia’s ears. “Just like that now.”

Following the tug on her ears like reigns, Celestia let Daybreaker lead her along to bring the other mare further pleasure. She nibbled on the sides, pleased with Daybreaker's squeals.

Panting, Daybreaker tightened her grip on her other self's head. "Almost there, keep going." Moving a hand up, she tweaked one of her nipples. “Make me scream, slut.”

Taking that as a challenge, Celestia doubled up on her magical efforts, adding a bit of an electric shock to Daybreaker's clit while burying her tongue deep inside the doppelganger.

“Oh you naughty little slut,” Daybreaker said, shuddering. Narrowing her eyes, she slapped her ass hard.

Celestia moaned wantonly, shaking her ass for Daybreaker. She kept the shock up, aiming for the other mare's weakest points. Feeling bold, she upped the current slightly. Why had she never done this before? Being enslaved just felt so good. Pleasing her mistress just felt right.

Daybreaker spanked Celestia again, the sound being lost over her own noises. She ground her hips, nearing ever closer to what was sure to be a grand finale. “Yes! Yes!!! Make your mistress cum!”

Celestia did as she was told, giving one last shock and curling her tongue within Daybreaker’s pussy.

A primal scream tore through Daybreaker’s throat, her body igniting like a pyre. Flames licked at Celestia’s body, bathing them both in solar light.

Falling back on her ass, Celestia panted while Daybreaker’s juices steamed against her muzzle. “Did I do well, Mistress?”

Daybreaker patted Celestia’s head, collecting herself. “Yes, and that bit with the electricity, inspired. Normally I’d punish initiative as unnecessary free will, but I’ll make an exception.” Snuffing out the flames, she pulled Celestia into a kiss. “Such an obedient slave you are.”

“It’s what I was meant for,” Celestia replied with a smile.

Nuzzling the top of Celestia’s head, Daybreaker sighed in content. “I’m afraid our time together will be up soon. Your morning duties will take you from my grasp.”

“What about the foal you wanted to put in me for being good?” Celestia questioned, tilting her head with a pout. “You did say I was good.”

“Sh... it’s alright pet,” Daybreaker soothed, putting a finger to Celestia’s lips. “But I’m afraid your mistresses power is limited here. A dream can only do so much, my precious Celestia.”

“Wait, a dream?” Celestia questioned, raising an eyebrow.

“Of course, I exist only in the dream world,” Daybreaker explained, stroking Celestia’s cheek. “But you still want to be a good slave, don’t you?”

Celestia nodded, her pout receding slightly. “I do.”

Daybreaker smiled, sharp and predatory. “Then you’ll listen closely. When you wake, I want you to find the strongest, smartest, most virile stallion you can find. I want you to let him fuck your brains out and fill that fertile womb of yours. Make your mistress a vessel so she can be real.”

“Should I hold a big tournament, fill it with categories like the good old days to help that along?” Celestia suggested, her mind filled with ideas. “I can pitch it to Luna as a historical reminder to our subjects. Plus, she always had a knight fetish, read it in her diary.”

“Very good,” Daybreaker cooed, scratching Celestia’s ear. “And whenever you fall asleep, I’ll be here to reward you for all your hard work.”

“But there’s one problem, If I make you a vessel, then I’d be your mother and we wouldn’t be able to sleep together anymore.”

Daybreaker clicked her tongue. “Did you have a solution, pet?” She leaned in, nibbling on Celesita’s lip. “Perhaps you’d like to get rid of your free will completely, and become my vessel?”

“Do I have to be the one getting pregnant?” Celestia questioned. “Is there perhaps a way, say Twilight or someone else could be the mother. If that’s the case, then the prize of the tournament could be their hand in marriage. That way, we both have a pet and master.”

Licking her fangs, she chuckled. “Perhaps you could work with your sister? Bring both your better selves into their own.” She smiled wide, liking that idea. “Yes, yes. That’s perfect. All we would need is a tear in the veil. Just enough to step through.”

“So use her dream magic to connect things?” Celestia offered, trying to connect the dots.

“Use her dream magic to open a rift, like that dream golem she made,” Daybreaker explained. “Pay attention, slut.”

“I’m listening, mistress,” Celestia said with a nod.

“As I was saying. Trick your sister into piercing the dream veil so that I may enter the waking world.” She clicked her tongue, pouting. “And if that inked flank nag begs enough, I’ll let her out too.”

“But if you’re only a dream, then how will you persist in the waking world?” Celestia questioned.

Daybreaker gave her a hard slap on the ass. “You let your mistress worry about that. You just do as you’re told.”

“Alright, I’ll see what I can do.” Celestia nodded and shuddered from the spank. “But I’m keeping that tournament idea on the backburner. I think it’d be interesting to offer Rainbow Dash’s hand in marriage for that.”

“It might.” Daybreaker giggled. “If you’re going to do that, you might as well make me a body made from Twilight and all of her friends.”

“Now that’s a thought,” Celestia said, tapping her chin in thought. “Tomorrow night, we should plan out what you want from those six.”

Daybreaker nodded, leaning back. She frowned, her body starting to fade. “It looks like you’re leaving me. Make sure you obey, even in the waking world.”

Celestia nodded, feeling the familiar embrace of morning.

Breaking Umbra In

.“Stop worrying so much Shiny,” Cadance chided as she and her husband moved down into Sombra’s old pleasure room, a fitting location for the events that were about to unfold.

“Cadance, considering what you’re scheming here I think I’m well within my rights to be worried here,” Shining told her with a frown. “Hay, you’re lucky I’m not acting like Twily when she thinks she’s turned an assignment in tardy.”

“It’ll be fine, plus we could both use some time off from parenting.” She pushed the door open, stepping inside. Of course, they had the placed cleaned and made less... sadist oriented. Shining followed in after her, still unsure of his wife’s latest plan.

“Cadance, I don’t think our time off from Flurry should include that monster,” Shining shot back. “Seriously, you do have a track record of your plans backfiring.”

“They do not!” she protested, sitting down on the newly replaced bed.

“Oh yeah, the Gleaming incident,” Shining countered with narrowed eyes.

“I certainly recall you enjoying that one.” She grinned, licking her lips.

“And what about the time the fire department had to come in due to you going crazy with candle wax,” he pressed on, a blush peppering his cheeks.

“You're the one who knocked the bowl over!”

“After you put it next to my rear hooves and poured hot wax all over... you know.” Shining shuddered, memories of the incident replaying in his mind.

“You were fine.” She rolled her eyes. “You can be such a chicken sometimes.”

“Oh I’m sorry, how about I do that to you and see how you feel about it,” he shot back with a frown.

“You wouldn’t have gotten hurt Shiny.” She took his hand, pulling him down into a kiss. He rolled his eyes before closing them and returning her kiss.

“You’re lucky you’re as sexy as you are, otherwise I’d never be able to put up with all your crap,” he told her before latching his lips back onto her own. She giggled, pulling away from him.

“You got the magic restrictor ready?”

“And the two back ups,” he answered, pulling a metal ring out of his pocket. “One of us has to be ready for things to go wrong.”

“Good.” She pulled out their prize, the tip of Sombra’s horn. She closed her eyes, transitioning over to dark magic, pouring some into it, just enough to allow the demonic king to reform. Shining leapt into action, slipping the magic restrictor on the horn before the stallion could fully reform.

“Grah!” Sombra hissed, reaching up to slip the ring off his horn. Before he could both Shining and Cadance shot a blast of magic into his chest, stopping the former tyrant dead in his tracks.

“Aww, don’t you like your new accessory?” Cadance asked with a pout.

“Can’t have you getting away now can we?” Shining asked, grabbing Sombra’s hands and tying them behind his back.

“Release me at once you cretins!” Sombra hissed, narrowing his eyes at Cadance.

“I don’t think so,” Cadance told him with a giddy giggle. “See, you’re not the one in charge here. That’d be me and my beloved hubby here,” she continued, waving a hand toward Shining. “If you’re good, you might be able to get untied. But if you keep calling me a cretin then I’ll have to gag you.”

“And by Celestia do we have some plans for you,” Shining chuckled, grabbing Sombra and dragging him over to Cadance.

“But first, we have to get that nasty dark magic out of you.” Cadance leaned forward, dragging her tongue over his horn.

“Hnng,” Sombra groaned, flinching slightly from the contact to his horn. “Wh-what are you trying to do?”

“Drain it all out of you.” She grinned, giving it a long lick, sucking lightly on the tip. Sombra bit his lip, shuddering under her ministrations.

“Wh-when I am free of this accursed ring, you will pay dearly,” he threatened, forcing another groan to die in his throat.

“I doubt that~” she sing songed. As she licked, the ring glowed, siphoning out his dark magic.

“Accursed wench, I should’ve killed you during our last encounter,” Sombra growled, starting to pant slightly. “The fact that you still sit upon my throne infuriates me to no end.”

“Let’s see how you feel after this.” she grabbed his head, wrapping her lips around his horn, sucking on it.

“Hnng,” Sombra groaned again with red coloring his jet black cheeks, his body thrashing against her slightly. She kept it up, running her tongue all over it, making sure to suck on it every so often. “H-how is this necessary to drain my magic?” he growled, letting out another groan as Cadance swirled her tongue around the tip of his horn. She looked down at him with a smirk, her purple eyes meeting his red ones, enjoying the face he was making at her.

She pulled away, wiping some spit away. “See, with the more pleasure I can make you feel, the easier it is for me to push all that nastiness into that horn ring.”

“A condition of your own making I assume,” he said, gritting his teeth. “I have never heard of a magic restrictor that worked like this.”

“I am the princess of love after all.” she chuckled. “Shiny, can you hand me the ring for his other horn?”

“Of course, Dear.” Shining told her with a grin, pulling out a rather large ring, placing it into his wife’s hand. “Do try to be careful with him, you wouldn’t want to break him after the first round.”

“What the buck is that?” Sombra demanded, staring at the ring with hate filled eyes.

“What do you think it is?” she asked, reaching down, slipping it over his erection. She made sure it was firmly in place. It shrank a little, but not enough to cut off circulation. “Of course, we have to get you ready first~”

“What are you planning wench?” Sombra growled, struggling against his bonds. “Remove both of these foul rings.”

“You’re really not in any position to be making demands,” Shining reminded him with a chuckle. “So relax, you might even enjoy yourself.”

Cadance hummed, casting a spell her hands glowing. “Since you have so much of that dark stuff in you, we’re going to go the slow way.” She reached up, rubbing his face.

“What is this spell?” Sombra asked, trying to lean away from her hands. “What are you trying to do?”

“Maybe this will give you a hint.” She moved her hands down, massaging his throat. Sombra flinched, thinking she was trying to strangle him. He relaxed slightly, though he did squirm slightly as the magic tingled.

“I-I still fail to see how this answers anything,” he said, his cheeks coloring as the tingling started to become pleasant.

“You should right about now...” she grinned. “Why don’t you say something?”

“What are you ta…” He stopped, shocked to his core by how… feminine he sounded. It was higher in pitch, though not to an absurd degree. Instead, his voice was more husky, almost stuck in a seductive purr with every word. “S-stop this!” he begged, thrashing.

“Nope. Hey Shiny, how about we roll over the mirror so he can watch?” Cadance suggested with a grin.

“I like the way you think.” Shining grinned, using his magic to place a full length mirror in front of the coal colored unicorn. Sombra’s eyes widened and he tried to turn away and close his eyes, but Sombra and Cadance used their magic to force him to look.

“Lets resume shall we?” Cadance asked, moving her hands over his shoulders and down his arms. His broad shoulders contracted, his arms losing their muscle, becoming slender and feminine. She then slid her hands back up to his chest, massaging his pectorals with an appreciative coo. She stood up, getting behind him. She reached around, starting to twist and tug on his nipples before cupping his chest again. Sombra let out a throaty moan, blushing from the sound of his new voice. Then, his chest reformed, ballooning out until they could easily fill a D or even DD cup bra. He shuddered, his erection throbbing at the sight of his breasts.

“He seems to be enjoying this.” Shiny smirked.

“S-stop...” Sombra begged, his face almost as red as a tomato.

“No way~” Cadance husked in his ear. “And judging by the reaction of your not so little friend, you don’t want me to stop either.” She smirked, dispelling her magic for a moment to grope his large breasts. “I bet you wish your hands were free so you could be the one doing this,” she teased, kneading the orbs gently. “Feeling them squish and deform under your hands and bringing yourself pleasure. And I bet you want a pretty pink pussy to match. To make a real mare out of you.”

“I-I’ll make you pay for this! I’ll leave you nothing more than a groveling mud pony!” Sombra hissed, squirming under her touch.

“You’ll be too busy wagging your ass like a bitch in heat to try anything like that,” she countered, nipping his ear and rolling the appendage around on her teeth as her hands started glowing again. She reluctantly pulled her hands away from the magnificent orbs of flesh and slid them down his sides. She started tugging on Sombra’s ear as she rubbed his stomach and abdominals in little circles.

“No matter what happens to me I’ll make you suffer!” Sombra growled, unable to look away as his six pack melted into soft and flattened flesh. Cadance rubbed his sides, making him gasp as it cinched in.

“How about some nice foal baring hips?” she asked, moving her hands down, pinching him.

“And don’t forget a spankable ass,” Shining chimed in. “Though don’t put too much jiggle to it.”

“Oh of course.” Cadance smirked as his hips flared out, before, moving around to his ass, giving it a squeeze. Sombra shivered under her touch again, feeling most of his firm muscle give way to a soft bubble butt. He growled in irritation, trying to show that he hated the treatment. His body betrayed him however, his length throbbing wildly from the alien sensations he was feeling. “We’ll save that for last~” she sing songed, skipping his crotch for now, running her hands down his legs. Sombra let out a whimper as the feminization overtook his legs, the limbs becoming long and slender. Perfect for strutting and swaying his new widened hips. “Now, you just wait a few moments, we have to get everything ready.” Cadance nodded to Shining, who started to strip his clothes off. Sombra tried to look away, feeling his length twitch as the other stallion revealed what years of guard training did for one’s physique.

“Y-you surely can’t mean to do… that to me. N-not like this,” Sombra whimpered, mentally chastising himself for such unbecoming and weak behavior.

“Not just yet,” Cadance assured him, stroking his cheek, “See, it would be such a waste to let all of that length go to waste so...” she Cadance gestured to Shining, who proceeded to place a matching ring on his own erection. “We’re going to give it to Shiny instead.”

“No… you can’t,” Sombra whimpered again. “D-don’t take my stallionhood from me.”

“Give me one good reason why you deserve it?” Cadance asked, crossing her arms.

“...Because you’re supposed to be better than me?” he offered weakly.

“Oh but we are.” she cupped his face, looking into his eyes. “Doesn’t it feel better without all that hate inside of you?”

“I do hate you though,” he growled, staring daggers at her. “You and that dragon whelp destroyed me. Every fiber of my being is telling me to break these bonds and snap that neck of yours.”

“Is it really?” she asked, leaning closer, “All of that dark magic is gone.”

“B-but you said that it drained my magic when I was…” he stopped, his conscious mind slowly coming to a realization.

“We only took the bad stuff Sombra, we would never steal a unicorn’s magic.” she leaned forward, placing a kiss on his lips. He shuddered for a moment but felt compelled to return the kiss. He didn’t even notice as his hard, masculine jawline curved out, changing into a beautiful profile. He moaned a little, pressing himself against Cadance, their breasts squishing together. “Doesn’t it feel better?” Cadance pulled away, slipping his horn ring off. She dropped it on the floor, stomping on it. Dark wisps rose up from the pieces before fading away.

“I-I don’t know,” Sombra admitted, trembling slightly. “I just feel… different.

“Good different or?”

“I can’t say,” Sombra replied, shaking his head. “The dark magic has been a part of me for so long.”

“That's alright...” she kissed him again, reaching around to untie his hands. “We’ll make you feel good...” His only reply was a moan in her mouth and his arms slipping around her back just beneath her wings.

“Damn Candy, you really know how to put on a show.” Shining grunted, slowly stroking himself to full erection.

“Only for you Shiny.” Cadance smirked, pulling away from Sombra. “Are you ready?”

“Yeah,” he replied, licking his lips. “Time to trade this thing in for a newer model.” He dragged his hand against his length for emphasis.

“So eager huh? What changed your mind?”

“Seeing you make out with the mostly transformed Sombra was pretty convincing. But another thought crossed my mind. I wanna see if I can make you scream in the Royal Canterlot Voice from the stretching that thing’ll give you.”

“That's only if Sombra is ready.” She chuckled, looking back to the inbetween unicorn.

“Well… you were planning on giving me a pretty p…” Sombra blushed, realizing what he was about to say. “I mean, vagina anyway. So… I guess we could do this exchange,” Sombra offered, looking between his and Shining’s crotch.

“Good...” she moved behind him, reaching a hand up to tease his nipple, while the other moved down, starting to stroke him. Sombra cooed, thrusting his hips slightly in Cadance’s gentle grip.

“Mmm, you're good with your hands,” Sombra complimented, licking his lips absentmindedly.

“I’ve got years of practice.” she grinned, winking at Shiny. Shining rolled his eyes at the comment as his and Sombra’s ring started to glow, slowly spreading along their lengths.

“The ring is starting to feel warm,” Sombra said, closing his eyes

“What, would you rather be in pain?” Cadance asked, nibbling on his ear.

“I wasn't complaining, just commenting,” Sombra replied, cooing at Cadance’s ministrations.

“You know, I don’t think Sombra quite fits you anymore... how about... Umbra?”

“I suppose I can't stop you from calling me that,” Sombra now turned Umbra huffed, fighting off a smile. He wouldn’t admit to liking the new name, not to them anyway.

“Is that a smile I see?” Cadance asked, pinching his nipple. She glanced between him and Shining to check their progress.

“I-I’m smiling because of your stroking, nothing more.” Umbra pouted, moaning from the pinch.

“Of course not.” She chuckled, smiling as the last bit of masculinity was sucked right out of him.

“You do really good work, babe,” Shining commented, inspecting his new member as he pulled off the ring. “I think I could get used to this bad boy, what about you?” he asked, using a hand to point the flat, black head directly at her face.

“I know I’m going to be one happy alicorn.” Cadance licked her lips, tossing away Umbra’s former ring.

“Betcha wanna see if I can put another alicorn foal in ya with this, don't you?”

“With that think, you should be crowned as an alicorn.” Cadance giggled. Shiny smirked, seeing Umbra staring at it.

“See something you like?” he asked, striking a pose.

“Maybe…” Umbra admitted, a blush on her cheeks. “I… never realized how… big I was until seeing it on somepony else.”

“To be fair, it’s your length added onto his,” Cadance chuckled. Shiny moved over, gently pushing Umbra to her knees, the head only inches from her face. “Now remember Umbra, if you want us to stop just say so okay?” She nodded, though her eyes were glued to Shining’s bobbing length. She subconsciously followed its every movement, licking her lips.

“Well?” Shiny asked, rubbing it against her lips. “What are you waiting for?” Umbra didn’t need to be told twice, she opened her mouth and took the tip inside. She looked up at the stallion to gauge his reaction as she suckled his head and battered his urethra with her tongue. “Oh damn! I didn’t expect her to be so eager!”

Cadance took a moment to sniff the air. “Oh boy, I think she’s in heat!”

“Mmm, that explains a bit.” Shining groaned, running a hand through Umbra’s mane as she continued to play with the tip. “Whaddya think we should do about that?”

“I dunno Shiny...” Cadance licked her lips, “Shall we put a few foals in her?”

“I think that sounds good.” He smiled, returning his attention to the mare between his legs. “Is that what you want? To really complete your transformation into a mare by being bred by a big stallion? Having him pump load after load into you until you can't move, let alone walk?”

Umbra pulled away, licking her lips. She panted, looking up at him. “I feel like I’m on fire...” she muttered.

“That's normal,” Shining assured her, stroking her cheek. “And it’ll go away after we have sex. But Umbra, you didn't answer my question~”

“Y-yes...” she muttered, looking into his eyes.

“Yes what?” He teased, reaching under her shoulders and pulling her up so they were face to face. “And speak up so I can hear you properly.”

“P-please give me a foal...” she muttered, looking away with a blush.

“Louder,” Shining ordered, slapping one of her ass cheeks with a resounding crack, the flesh jiggling pleasantly from the action.

“Give me a foal!” she nearly shouted, her face almost as bright as the sun.

“That's what I like to hear.” Shining grinned and pulled the mare into a deep kiss, his hands gently kneading her ass. Umbra kissed him back, closing her eyes.

“This is a much better reformation plan than what Auntie was suggesting,” Cadance spoke eagerly watching the scene. Shining reluctantly pulled away from Umbra, turning to his wife.

“Yeah, I gotta agree with you there. I think I’m really getting onboard with your plan,” he said before he returned to kissing the jet black mare.

“And we did it all without resorting to friendship manipulation!” Cadance beamed, starting to strip her clothes off. Shining rolled his eyes at his wife’s antics, focusing on the task at hand. He forced himself to remove one of his hands from Umbra’s perfect rump and snaked it to her front. He ran his fingers up and down her slit, noticing that there was already quite a bit of moisture gathered there. He released Umbra from their kiss to smirk at her a bit.

“You certainly seem eager. Did our kiss excite you that much? Or is this from playing with my dick like you did?”

“Both...” Umbra admitted, noticing that Shining stood at least a foot taller than her.

“That's what I like to hear,” he told her, kissing her cheek. “Now, since this is your first time as a mare I’ll let you choose who gets to be on top.”

“Y-you can...” she muttered, putting her hands on his chest.

“Okay,” he said, laying them both down. “I promise I’ll be gentle. I want us both to feel good.” He reached down between them, grabbing his length and aiming it between her legs. He rubbed his flared head against her slit, gathering up her natural lubrication while flicking it against her clit to excite her further. She let out a deep moan, biting her lips.

“You know... I should have brought the camera, we could totally make some bit off this...” Cadance commented, licking her lips.

“It's not too late to go grab it,” Shining offered, still preparing for the plunge. “I can wait a little longer to start with our new mare here.”

“I’ll be right back~” Cadance teleported away, popping back a few moments later, “Too bad we didn’t get the whole thing...” Cadance grumbled, getting it set up. “And go!”

“Are you ready?” Shining asked, leaning down and whispering in Umbra’s ear, his tip teasing her entrance.

“Y-yeah... give it to me...” she whispered back, tense with anticipation. Shining pulled her into another kiss, his length parting her folds and slowly slipping inside her. One of his hands rested on the back of her head, the other on the small of her back. He held her close as he eased inside her velvety tunnel. She gasped as he pushed her, arching her back, her breasts pressing into his chest.

“Be ready, this might sting a bit,” Shining warned as he started to feel some resistance. “It’ll be over quick, and then I’ll make you feel really good.”

“I-I trust you...” she looked up into his eyes, nodding her head.

“I’m glad to hear that, mommy-to-be,” he said, capturing her lips with his as he thrusted past the obstruction that kept him from sinking all the way into her. She tensed up, digging her nails into his skin. Shining stopped his thrusting, giving her time to adapt. He started to rub along her body to try and get her to relax. Then, inspiration struck. He reached up, giving the tip of Umbra’s horn a gentle squeeze. She gasped, biting her lip, hard enough to draw a little blood. Her horn was the last vestige of Sombra, still being an angry red color.

“Do you like that?” Shining asked with a smirk, giving the horn another squeeze, a little harder than the last. “It sure sounds like you do.”

“Y-yes!” she moaned, her tongue hanging out of her mouth.

“Good, because I was going to keep doing it anyway,” Shining told her with a chuckle, starting to run his hand up and down the curved horn, squeezing it every so often. Feeling she had had enough time to get adjusted, he started feeding more of his length into her warm inner walls.

“That feels so good...” Umbra moaned, her eyes nearly rolling up into her head. Cadance snuck up behind Shiny, dragging her tongue up along with length of his horn.

“Mmm,” he groaned, his thrust jerking slightly as he leaned back against his wife. “Was my little Candy feeling left out?”

“Maybe~” she sucked on the tip, running her hands down his back.

“Faust I love it when you do that,” he grunted, clenching his teeth from the overwhelming sensations happening from both his horns.

“You mean this?” she asked, rubbing her teeth against the very tip.

“Ahh damn,” he groaned, starting to push into Umbra a little quicker. “I am so going to be giving you extra attention once I’m done putting a foal in Umbra.”

“I wanna put one in her too~” Cadance smirked, glancing over his shoulder at the former tyrant.

“Well you’ll just have to wait until the next time she goes into heat,” Shining remarked, squeezing Umbra possessively. “This time, she’s mine.”

“Keep that up and I’ll put a foal in you to,” Cadance mock threatened, nibbling on his horn some more.

“Let me guess, you have some spell that’ll make it so we both can be daddies this time around?” he asked, trying to keep a gentle pace with Umbra, but Cadance’s attention was making that difficult.

“Well of course,” she chuckled. “I believe you are aware that the spell works both ways hm?” she asked, giving his horn a lick.

“I figured as much with you,” he answered, shuddering. “Damn Candy, are you trying to make me pound into Umbra mercilessly?”

“I would never be so heartless.” she pulled away, moving up to Umbra’s face, a certain male appendage dangling between her legs.

“Heh, didn't even notice you using your magic,” Shining commented, removing his hand from Umbra’s horn to give his wife room to work.

“I’m a sly one.” Candy grinned, looking at Umbra. “What do you say about a little double teaming?” Umbra just nodded, transfixed by the masculine endowment Cadance had given her otherwise feminine body. Cadance smiled, pressing it against the mare’s lips. Umbra opened wide, wrapping her tongue around Cadance as she slid inside. Umbra moaned, drooling slightly as she wrapped her lips around Cadance’s length. “I had no idea she was so good at giving head...” Cadance moaned, grabbing Umbra’s horn, squeezing it.

“Yeah, that took me by surprise too,” Shining said, finally hilting himself inside Umbra, his tip kissing the entrance to her womb. “I bet Sombra had been craving dick way before we got our hands on Umbra here.”

“Who knows, maybe he wanted to be a mare the whole time.” Candy shrugged, moving in and out of her mouth.

“I bet you're right considering how she reacted to the transformation,” Shining agreed, pulling out faster than he had inserted himself. “Her mouth said no, but her body said yes the whole time.”

“That and she didn’t even fight back.” Cadance grunted, getting Umbra to deepthroat her.

“You really know how to wear the herm look,” he complimented, thrusting himself back to the hilt in one fluid motion. Umbra moaned, going nearly limp, shuddering in pleasure. “And it seems like Umbra loves getting used from two ends,” he added, giving her ass a quick slap.

“This is totally how we should reform ponies from now on,” Cadance commented, squeezing Umbra’s horn.

“I dunno, I think you and Umbra are gonna keep me busy as it is. Maybe we could pass the duty off to somepony else and “monitor” the reformation process,” he suggested, getting into a rhythm.

“Ooh, sounds fun.” she grinned. “Though, you ever wonder if there's any females of Discord species or is he a one of a kind thing?”

“Thinking about having really crazy chaos spirit sex?” Shining asked, smirking knowingly at his wife.

“Nah, no way am I going to risk the wrath of Fluttershy.” Cadance shuddered. “I heard she put him in traction last heat season.”

“We could always ask if the two of them are willing to join us one night,” Shining commented, groping Umbra’s ass. “It's always the quiet ones that like the kinky stuff.”

“She’s got it made with him.” Cadance mouth, picking up speed. “Faust Umbra’s good...”

“I know, and she's got one amazing grip,” he added, matching Cadance’s pace. “We’re keeping her after this, right?”

“If she wants too Shiny. She’s not our slave,” Cadance reminded, shuddering.“Though, I do hope she does...”

“I know, just wanted to see if you were onboard with the idea,” he reached over, running his hand down her cheek. “Can’t have you thinking I’d choose another mare over you.”

“And I wouldn’t take another stallion over you.” She reached up, placing her hand over his.

“I love you, Candy,” Shining said, starting to pound into Umbra. “Now let's see if we can convince Umbra here to join our happy little family.”

“I love you too Shiny.” Candace smiled, doing the same. Umbra moaned between them, getting lost in her own little world of pleasure. Her body trembled and her eyes were nearly rolled up into the back of her head, and if it weren't for Cadance, there would be a blissed out smile on her face. Cadance grunt, giving one last thrust before filling Umbra’s mouth with creamy goodness. The sight of Cadance’s orgasm was enough to trigger Shining’s, he hilted himself inside Umbra one last time and threw his head back as his seed filled the mare to the brim. Umbra let out a garbled scream of pleasure, a torrent of fluid hitting Shining’s crotch as her walls milked him for every last drop he had.

“Faust...” Shining moaned, pulling out of her, panting heavily.

“Yeah, that was pretty intense,” Cadance said, sliding herself out of Umbra’s mouth with a satisfying pop. Umbra sat up shakily, swallowing Cadance’s cum. “Oh Faust was that hot,” Cadance gulped, biting her lip slightly. “And she didn’t even need to be taught to swallow.”

“Umbra... have you given head before?” Shining asked, taking the time to catch his breath.

“I… might have once or twice,” Umbra admitted, her entire face crimson rather than black.

“Just once or twice?” Cadance asked, raising her eyebrow.

“W-well maybe a little more than that,” she said, looking down at the bed..

“Hey... it’s okay.” Cadance lifted her head up, placing a kiss on her lips. “It’s okay to let it out. Equestria is a lot more accepting now than it was then.”

“P-ponies are okay with a stallion like me?” She asked hopefully. “O-one who likes having a female body.”

“Well not everypony, but for the most part yes.” Cadance nodded, stroking his cheek.

“So… I can just keep being this way?”

“Of course you can sweetheart.” she smiled, pulling her into another kiss.

“We’d love to add you to our family Umbra,” Shining added, ruffling her mane. She bit her lip, thinking it over for a moment.

“O-okay, I think I’d really like that,” she said with a bright smile.

“Good!” Candy smiled, pulling her into a hug. “You ready for round two?”

“More than ready~” Umbra purred, wrapping her arms around Cadance’s neck. “Get in there and put another baby in me. I want one from both of you.”

Cadance grinned, climbing ontop of her, straddling her hips. She got herself hard again, pushing in without hesitation.

“Mmm,” Umbra moaned. “I’m still so sensitive down there. It's incredible.”

“You're still in heat.” Cadance chuckled, leaning down, squishing their breasts together.

“Well, I don’t feel like my body's on fire anymore, so that's good.” Umbra reached around Cadance’s back, rubbing the joints of her wings in little circles.

“Oooh..that feels good...” Cadance moaned out, her wings flaring out with a poomf.

“Mmm, those one or two times might have included a pegasus,” Umbra said with a giggle. “This always coaxed them to really go at me and use me.”

“Let me grant your wish~” Cadance grabbed her hips, thrusting hard.

“Ohh, yes!” Umbra cried, wrapping her legs around Cadance’s waist while her hands continued to rub the mare’s wings. “That feels bucking good!”

“Yes it does... so much...” Cadance smiled, grabbed her breasts, giving her nipples a twist.

“Hnng,” Umbra groaned, arching her back. “Oh yeah, I like that. Keep doing that,” she said with a buck of her hips.

“I can’t wait until we can get some milk flowing out of these funbags.“ Cadance giggled, giving Umbra’s nipples a tug.

“Mmm, would my baby daddies like a taste of the milk meant for their foals?” Umbra teased, squirming under Cadance.

“I’d love to try it...” Cadance leaned in, her breasts dangling in front of Umbra’s face. “Speaking of, want some alicorn milk?”

“Oh buck yes,” Umbra purred, latching onto the nipple and suckling greedily. Her hands clenched for a moment, squeezing the bases of Cadance’s wings. After a moment though, she relaxed, drinking happily.

“I feel like I should start selling this stuff...” Cadance moaned, pounding into her now.

“No way,” Shining cut in. “That would mean less for Flurry, Umbra and me.”

“You're right, I have to remember i’m the family cow.”

“If you're a cow, then you're the sexiest one I’ve ever seen,” he said with a grin. He leaned over, giving her horn a long lick. She shuddered, her tongue lolling out of her mouth. “Heh, turnabout is fair play,” he said, wrapping his lips around her horn and bobbing his head up and down.

“O-oh yeah...” Cadance smiled dopily. “That's the spot...” Shining was encouraged by this, tracing the grooves of her horn with his tongue while he bobbed his head faster. She panted, her breath getting shaky as she neared her second climax. Umbra pulled off Cadance’s nipple, panting from the pounding she was getting.

“Ahhn!” Umbra cried for a moment due to a particularly hard thrust before smirking at the alicorn. “You look like you're ready to blow any second now.”

“Y-yeah...” Cadance chuckled, looking down at her. “Let's see how big your belly gets shall we?”

“Sounds good to me,” Umbra moaned. “Make it so I can barely move.”

“You got it fuck toy...” Cadance gave one just hard thrust, starting to cum hard, sending spray after spray of cum into her. Umbra cried out as she felt the first burst, her stretched walls clamping down on Cadance with as much strength as the unicorn could muster. “Hows that?” Cadance panted, collapsing against her.

“Perfect,” Umbra replied with a smile, rubbing her swollen stomach. “I think that’ll be enough for my first time as a real mare.”

Any bigger and you might pop,” Cadance teased, rolling off her.

“I dunno, you swore that you could handle more the night we made Flurry.” Shining snickered, laying down next to her.

“You keep that up and we’ll see whose in heat next year,” Cadance warned, poking his cheek.

“If you really wanted me to play mommy you’d find a way to persuade me,” he shot at her, poking her stomach. Umbra let out a yawn, getting a smirk out of Cadance.

“I think we tired her out.” Cadance grabbed the blankets with her magic, pulling it over them.“I think we could all use a nap.”

“Good idea,” Shining said, settling in between the two mares. “A nap between two lovely ladies sounds nice.”

“You lucky dog.” Cadance chuckled, cuddling into his side, laying her head on his chest.

“Says the mare who got the most time with the newest member of the family,” he chuckled as Umbra followed Cadance’s example and nestled her head against his chest.

“I want to thank you both...” Umbra spoke softly, looking at them, “For saving me...”

“We were happy to do it,” Shining told her, holding the mare close. “Especially considering what saving you entailed.”

“Everyone deserves a second chance after all.” Cadance reached over, brushing some hair out of Umbra’s face.

“Thank you,” Umbra smiled, sighing in contentment. “This feels right… being here, like this. A mare could grow to love this sort of arrangement.”

“I think we all could,” Cadance agreed, letting out a soft yawn. Shining let out one of his own, his eyes fluttering closed as he held the two mares to his chest. “We can go over wedding plans in the morning..” Cadane muttered, letting her eyes close.

“Mmm, sounds perfect,” Umbra agreed, closing her own. The three of them drifted off to sleep, the only sound in the room being Shining’s loud snoring.

The Shaman and the Showmare

Smell. That was the first thing that came back to Trixie as she regained consciousness. There was an earthy scent permeating the room and soft wisps of smoke hit her in the muzzle that caused it to scrunch slightly.

“Oh good you're awake,” a strangely familiar voice spoke, “I was afraid I had given you too high a dose.”

“Huh, what’s going on?” Trixie asked, her eyes finally opening and seeing a strange sight in Equestria, a zebra. “And what are you talking about?” Trixie’s mind felt heavy, unable to truly take in what the zebra had said.

“I didn’t think you’d remember me,” the zebra laughed, “I was the one who helped Twilight Sparkle trick you into removing the Alicorn Amulet.” She moved over, running a hand over Trixies exposed stomach. “Imagine my glee when I heard you were back in town.”

“I would be angry at you… but even I have to admit how awful being under the influence of that amulet was.” She shuddered, memories rushing back to her. It was then Trixie realized, she was totally naked. “What happened to my clothes?!” she shrieked, her awareness snapping back to her.

“I removed them.” the zebra smirked. “I was never happy with how you won’t relatively unpunished, so to atone, you will help me test my potions.”

“Do I even want to know why I need to be naked to test these potions?” Trixie asked, gulping.

“So I may see the full effects of my potions.” the zebra grabbed a shimmering blue potion off her shelf. She uncorked it, holding it above her captive. “Ready?”

“If I say no, you’re still going to pour that on me… aren’t you?”

“How very astute of you.” Without any further hesitation, the zebra poured the contents onto Trixie. Trixie coughed and sputtered as the liquid dripped off her face.

“Dear Celestia that smells foul,” Trixie complained. “What is this stuff?”

“You don’t want to know,” the zebra laughed, stepping back to watch the results.

“Do you have any ideas what the potion is supposed to do?” Trixie asked, looking down at her body nervously.

“Telling would take all the fun away.”

“You are such a… Urk!” Trixie groaned, clutching at her sides as her body started shaking uncontrollably. The zebra leaned in, raising her eyebrow.

“Don’t fight it,” the zebra cooed, petting her head.

“Wh-what’s happening to me?” Trixie panted, looking up at the zebra with a look of pure terror.

“See for yourself.” the zebra pointed to Trixie’s rather nicely sized breasts, which were currently deflating.

“No, not my breasts!” Trixie cried, trying and failing to stop the deflating with her hands.

“Poor you,” the zebra mocked, a smirk on her face.

“I’ve already lost my home and any hope of having a career in stage magic. Did you really have to take my chest too?” Trixie growled, her chest completely flat.

“Did you have to enslave the town?” the zebra shot back.

“I just wanted to one up Twilight Sparkle!” Trixie protested. “But then the amulet’s power became addicting.”

“That is no excuse,” the zebra snapped. She stared at her for a moment before sighing. “It occurs to me, I have not introduced myself. I am Zecora.” Zecora was a rather intriguing specimen, sporting golden hoop earrings, rings around her neck, and a mohawk. She barely wore clothing, merely a tube top and a loin cloth. Both of which barely covered her healthy curves. It also showed off her toned muscles nicely.

“And I am Trixie,” the blue mare huffed. “Though, I’m guessing you knew that already.”

“You guess correctly,” Zecora chuckled, already grabbing another potion, this one green.

“Oh boy, another potion,” Trixie sighed. “What will this one do? Cause me to lose my mane? Or something else that will deteriorate my looks into nothing?”

“I would never be so cruel,” Zecora assured her, pouring it on her.

“It doesn’t matter anyway. It’s not like I have a use for being attractive anyway. Once word spreads, I’ll just be the mare that tried to enslave a town. No stallion or mare will want to be within 30 feet of me.”

Zecora frowned, gently taking Trixie’s chin, looking into her eyes. “You give yourself too little credit my dear.” She leaned in, licking her cheek.

“Oh please, my cutie mark is in magic and I’m not even very good at that,” Trixie huffed. “I had to use literal smoke and mirrors and my own big mouth to convince ponies I was any good.”

“You have serious self-confidence issues.”

“Just tell me what this potion will do,” Trixie dismissed, feeling her body tingle. Zecora giggled, watching as Trixie herself started to shrink. “Well, I’m not bald, so there’s that,” Trixie commented, looking herself over. “But I look like a foal.”

“Hmm...” Zecora looked her over. “You might make an excellent cocksleeve.”

“...Excuse me?” Trixie asked, taken aback. “I think there must’ve been some potion in my ears.”

“You heard me...” Zecora purred, and Trixie noticed a bulge forming under the zebras loincloth.

“Wait a minute… I thought you were a mare. Why do you have… that?” Trixie asked, pointing a shaky hand at the bulge.

“A rather pleasant side effect of a potion I tested.”

“And you plan on using it on me?” Trixie asked, gulping.

“Why not?” Zecora asked, licking her lips.

“...If I let you do whatever you want, would you change me back to normal?” Trixie asked after a moment of thought.

“I am not that kind of person that would do such a thing to you Trixie,” Zecora spoke, her voice softening, “Your punishment is to merely be my test subject. The potions will wear off in a matter of hours. It would be up to you if we do anything more.” Trixie bit her lip, her eyes roaming over Zecora before settling on her crotch. She considered her options.

“Well… it has been a while,” Trixie mumbled.

“Well?” Zecora asked, grabbing another set of potions.

“If you really are interested… then I will sleep with you,” Trixie said. “Though, what do those potions do?”

“I’m going to do what I said first,” Zecora replied, licking her lips, “You will make an excellent cocksleeve~” Zecora grinned, dripping more of the shrinking potion onto her.

“If you make me any smaller, then that monster between your legs will rip me in half,” Trixie commented, frowning.

“You’ll be fine,” Zecora assured her, untying her loin clothe, letting it fall to the floor.

“So… how do you want to do this?” Trixie asked, her face heating up when her eyes locked onto the hardening shaft only a couple feet from her muzzle. Zecora merely lifted up the shrunken mare, holding her just above her flared head. Trixie hooked her arms around Zecora’s torso, and wrapped her legs around her waist in a desperate attempt to not fall.

“What, no foreplay?” Trixie asked, her confidence returning slightly as she clutched onto Zecora’s fur.

“I didn’t think you deserved any,” Zecora teased, prying the mare away, turning her so they were both facing forward.

“So much for you not being cruel,” Trixie teased back, her head nestled onto one of the zebra’s breasts.

“You are being punished after all,” Zecora reminded, sliding Trixie down onto her rock hard pole. Trixie’s jaw went slack, letting out a silent scream as Zecora’s thick shaft spread her folds wide. She could feel every twitch and throb as it forced its way inside her.

“So… full,” Trixie managed to get out.

“Oh... nice and tight~” Zecora cooed, looking at her, “Let's make it tighter.” She dripped even more of the potion onto Trixie. The blue mare let out a groan, her inner walls constricting even further. “Oh yes.” Zecora bit her lip. “That is nice...” she grabbed some string, tying it around one of Trixie’s wrists. She wrapped it around her back before tying the other end to Trixie’s other wrist. Trixie took a deep breath, allowing herself to adjust to how utterly full she felt.

“Making me tiny and foal-like and tying me up. How many fetishes do you have, Zecora?” Zecora just smirked, doing the same to her legs.

“I suppose I could undo one of the potions.” Zecora dripped another onto her, restoring her breasts.

“I wasn’t complaining per se, just pointing out something,” Trixie said with a weak chuckle. “Though it is nice to have the girls back,” she commented, looking down at her chest.

“I bet,” Zecora agreed, petting her head.

“You can move anytime you like,” Trixie told her. “I’m as adjusted as I’m going to be at this size,” she concluded, shifting slightly.

“Maybe I’ll keep you like this, replace my loincloth.”

“Heh, you might start a new fashion trend if you do that.” Trixie chuckled, shaking her head. Zecora pet her head for a few seconds more before moving about her hut, brewing up another potion. “Ooh,” Trixie groaned, every step and movement Zecora made increased the strain on her inner walls. “So you’re just going to go about your day with me attached to you?”

“Of course not that would just be a waste. I’m just brewing up the antidote to the shrinking potion.”

“Take your time, I’m starting to like the feeling of this,” Trixie told her, grinding her hips against Zecora’s crotch.

“Oh?” Zecora asked, peering down at her with a smirk.

“I think I could be persuaded to shrink down again,” Trixie admitted with a slight blush.

“Discovered a new fetish have we?”

“The fullness is pretty nice so far,” Trixie admitted. “Though that’s with you staying mostly still. I don’t know how I’ll feel about all this once you start thrusting.”

“We’ll have to test that now won’t we?”

“I’m waiting with bated breath,” Trixie said. “I’m hoping that I like it.” Zecora let her smirk grow, reaching down to grasp Trixies waist. She ever so slowly began to move her up and down. Trixie shuddered and let out a low moan. She could feel every vein scape against her depths as she was pulled off the massive length inside her. “Dear sweet Celestia~”

“Good?” Zecora asked, still going slow.

“Oh yes, this is good~” Trixie groaned, nodding slowly. “This is something that I could do again.”

“Excellent~” Zecora beamed, returning to her brew.

“You’re pretty good at multitasking,” Trixie noted between moans, feeling Zecora’s flared head butt up against her cervix with every thrust.

“Why thank you,” Zecora responded, rubbing her head. Trixie leaned into Zecora’s touch, feeling a little content. She continued to moan, feeling her fluids dribbling out onto Zecora’s crotch. “And to think, I didn’t expect any fun tonight.”

“Neither did I after being brainwashed by an ancient artifact,” Trixie agreed, grinding her hips against Zecora whenever her groin collided against her ass.

“Mmm...” Zecora purred, “The potion is almost ready.”

“Then do you want to pick up the pace?” Trixie asked eagerly. “Or are you waiting to do that when you’re finished the potion?”

“I think if I finish now, you will pop like a balloon~” Zecora teased.

“Oh, so now you’re worrying about that,” Trixie chuckled. “Well, guess it was bound to happen eventually.”

“How can I not worry for my pet?” Zecora cooed, scratching her ear.

“Pet huh?” Trixie replied, arching her eyebrow. “Does that mean I’ve been promoted from being punished?”

“Perhaps it does.”

“Well then mistress, I’ll be sure to follow any and all orders,” Trixie assured. “I’ll be the perfect pet for you.”

“That's a good girl,” Zecora praised, beaming down at her. Zecora continued to work on her brew, putting the finishing touches on it. She smiled as the potion took a soft green color, signifying that it was ready. “There we are, this will get you back to your normal size,” she said, scooping a portion of the liquid out. She set it down, moving about to untie Trixie. The knots slipped apart easily and the blue mare managed to land on her hooves. She then picked up the potion again, handing it to Trixie. “All you have to do is drink it. Don’t worry, it tastes better than it looks.”

“Alright...” Trixie said, downing it quickly.

“Good girl.” Zecora smiled, stroking Trixie’s head. A few moments passed before the potion took effect. Trixie’s body stretched out until she was only a head shorter than Zecora.

“Woah... that was weird...” Trixie shuddered, looking herself over.

“That is nothing,” Zecora chuckled, amused by the unicorn’s reaction. “I have many potions and plants that will cause far more interesting transformations to occur. Though, you’ll get to find that out for yourself,” she concluded, a predatory grin on her face as she locked eyes with Trixie.

“Whatever you say mistress.” Trixie nodded.

“Get on the bed,” Zecora ordered, swatting Trixie on the ass and filling the hut with a satisfying crack. “I want to finish what we started before testing more potions on you.” Trixie did so, watching her with baited breath. Zecora wasted no time, climbing in after the mare and positioning herself over her. She grabbed both of Trixie’s wrists, pinning them over her head. Then, she roughly thrusted her entire length past the blue mare’s folds, not bothering to think about her comfort.

Trixie let out a long moan, moving her hips against Zecora’s. The zebra smirked at how eager her new lover was. She leaned down and bit Trixie’s neck, making sure to leave a red mark as she pounded into Trixie. Zecora hummed in contentment, feeling Trixie’s tunnel grip down on her in an attempt to keep her inside.

“Y-yes....” Trixie moaned out, wrapping her legs around Zecora’s waist.

“Mmm, you still grip me so well when you’re like this,” Zecora told her, nipping her neck. She put her head level with Trixie’s so she could stare into her eyes. “I think you deserve a treat for that.” Zecora leaned in, capturing Trixie’s lips in her own with a kiss. Trixie smiled, returning her kiss, slipping her tongue into Zecora’s mouth. Zecora pushed Trixie’s tongue back, quickly taking control of the kiss and exploring the other mare’s mouth as one of her hands released Trixie’s wrist. The hand snaked down to the blue mare’s chest, roughly squeezing one of her breasts.

Trixie shuddered, feeling her nipples harden under Zecora’s touch. This didn’t escape Zecora’s notice, she took Trixie’s nipple in her fingers and twisted.

“Listen to you moan, it’s music to my ears,” Zecora said, leaning down to nibble on the tip of Trixie’s ear.

“I can’t help it,” Trixie groaned, panting as her body shuddered under Zecora’s ministrations. “You’re making me feel so good, mistress~”

“Only because you deserve it...” Zecora replied, tugging on her ear. Trixie let out another moan, her legs tightening around Zecora’s waist.

“Th-thank you mistress, I try,” Trixie said, gasping as she felt Zecora’s thrusts shorten due to her legs’ hold. Zecora made up for her inability to pull back with intensity, sending Trixie’s ass jiggling wildly from the impacts and causing the showmare to moan like she was in heat.

“Listen to you, moaning like a little slut,” Zecora teased, slapping her ass again.

“I-I can’t help it,” Trixie whined, her whole face flushed as her hands gripped the bed tightly. “M-mistress feels so good inside me.”

“And you feel so good around me...” she nipped Trixie’s ear, thrusting harder. Trixie let out a noise that was a mixture between a coo and a moan. She gripped the bed harder, moving her hips in an awkward attempt to meet Zecora’s thrusts.

“Oh, I am so happy that Mistress enjoys my body because it is yours to do with as you wish, anytime you wish.”

“Oh?” She asked, grinning. “Even if I turn you into a frog? Or a newt?”

“If that will make my Mistress happy,” Trixie replied, looking up at Zecora with lust hazed eyes. Zecora moaned, biting her lip.

“Tell Mistress where you want it.”

“Inside, always inside!” Trixie cried, releasing the bed and throwing her arms around Zecora’s neck. Zecora grunted, giving one last thrust, cumming hard. Trixie let out a cry, her nails digging into Zecora’s back as her inner walls clutched onto Zecora’s member and milked it for every drop of seed they could. Eventually, their high and their orgasm came to an end, and Zecora collapsed on top of Trixie, holding onto the mare.

“That was nice...” Zecora muttered, cuddling up with Trixie. “You seemed to really enjoy it...”

“I did,” Trixie replied, still keeping her arms and legs wrapped around Zecora. “I mean, I’ve always liked both mares and stallions, so having a partner that’s a mixture of both was incredibly sexy. And the way you took control was… thrilling.”

“Personally, i like how you submitted,” Zecora purred, rubbing Trixie’s stomach.

“I just did what came naturally,” Trixie retorted. “I’m a showmare, I’m used to taking on roles. For you, I became a mewling pet, ready to accept any and all orders.”

“Would you... consider staying here with me?” Zecora asked, looking into Trixie’s eyes. Trixie smiled, leaning up and placing a short, but passionate kiss on Zecora’s lips.

“After what we just did, you’d have to physically kick me out to make me leave.”

“Good.” Zecora beamed, licking her cheek. “I know I don't have much but, what's mine is yours.”

“It’s more than enough,” Trixie assured. “I’m used to living in a sparsely decorated place. Though sharing it with somep-... someone will be a new and hopefully improved lifestyle.”

“I'll have to teach you how to safely navigate the forest...” Zecora reached down, lying the covers over them.

“I’ll be sure to learn quickly,” Trixie replied, burying her face in the crook of Zecora’s neck. “I’ve got to help my Mistress/marefriend gather herbs so she can test out more potions on me after all.”

“That will be most helpful,” Zecora agreed, “but for now, let us sleep...” She rested her head on Trixie’s chest, smiling.

“Okay, sleep sounds nice right now.” Trixie let out a sigh of contentment, clutching Zecora tightly as she drifted away into sweet dreams.

For a Few Sweeties More II

Author's Note

This chap contains Male on futa and some roleplay.

For a Few Sweeties More II

Sweetie 6 let out a contented sigh as she pulled her clothes off. It was sunset and the young siren desperately needed to get her scales wet. Clothes only made swimming hard. She dove in, letting out a of hum approval as her gills opened up, allowing her to take in a gulp of water. Her tail moved up and down in a smooth motion as she swam among a school of tiny, silver fish. The sea was hers and she felt right at home in it.

She smiled, watching the fish swim about her. She had no idea if the original Sweetie had a hidden love of the sea or if it was just innate in sirens, but she loved it. It made her special, apart from the other, non-aquatic Sweeties. Then, she heard a splash not too far from her and saw a dark shape grab a fish right out of the water and returned to the surface.

She blinked, coming to a stop, she internally debated on whether she should investigate, swim away, or just plain go home. She didn’t debate for long as she felt something grab her and haul her out of the water. She let out a yelp and struggled against whatever was grabbing her.

“Lemme go!” She pleaded, wishing that she had magic for once in her short life.

“What the fuck? You’re not a fish.” A gruff voice said from right behind her.

“Of course I'm not a fish!” She shouted, flailing around. “Now put me down!”

“H-hey! Stop flailing!” One of her fists hit her captive’s wing, sending them both crashing down into the water. Sweetie kicked away, dragging herself onto shore. She took a breath, looking back at the water. A moment later, a white scaled dragon washed ashore in a heap. His spines were a jet black and looked sharp. He let out a groan as his wings twitched. “Oh Faust are you okay?” She asked, scrambling over to him.

“I’m fine,” he said, getting up and showing her his deep green eyes. “Just hit my head on a rock during the fall.”

“Why did you grab me?” She asked, crossing her arms.

“I was fishing,” he answered. “I got hungry and there’s plenty of fish in the sea after all.”

“I'm not a fish!” She huffed, glaring at him.

“I figured that out pretty quick but my eyes were closed when I dove in the water,” he said.

She sighed, looking him over. “You sure you're okay?”

“Yeah, now if you’ll excuse me, I’m gonna get back to fishing.” He tried to flap his wings, only to wince. “Gah! I must’ve hurt my wings in the fall.”

“You just lay down okay?” She asked, easing him back down. “I’ll get your fish.”

“You don’t gotta do that,” he grumbled, laying his chin on his arms.

“I hurt your wing,” she argued, “It's only fair.”

“Fine, do whatever you want.” A puff of smoke came out of his nostrils. “Not like I’m gonna stop you.”

She nodded, diving back into the water. It took her some time, but eventually, she caught him a nice pile of fish.

“Thanks, but you might wanna stand back. Unless you’re like me and are fireproof.”

She did as he asked and he blew out a jet of white hot flames onto the pile, cooking the fish in an instant.

“I’m...” she went to introduce herself before letting it die in her throat. She wasn't about to say Sweetie 6 and she had yet to think of a new name.

“I’m Razor Wing,” he introduced, grabbing a fish off the pile and popping it in his mouth.

“It's nice to meet you.” she smiled, sitting down next to him.

He swallowed the fish and asked, “So what’s your name?” He grabbed another fish.

“Well... uh...” she frowned, rubbing the back of her neck.

He swallowed the fish again. “What, don’t wanna tell me your name?”

“No!” She said, shaking her head quickly. “I just... haven't thought of one...”

“Usually that’s your parents’ job,” he joked with a chuckle.

“You’d think...” she smiled sheepishly.

“Well then how about I give you one?” He asked, looking her up and down. “I’m thinking Sweet Chime.”

“Sweet Chime?” She asked, blinking at the name.

“Well, you’re a siren so you all have a music thing in your names and it was sweet of you to get me the fish, so I thought Sweet Chime would be a fitting name.”

“That's... really smart!” She beamed at him. “So from now on I’m Sweet Chime!”

“Glad you like your name.” He ate another fish. “Normally I’m not the best at that kinda thing.”

“Neither am I,” she giggled. “Do you fish here often?”

“Yeah, I came out here a year or so ago. I had to get away from Torch. He’s got nothing but rocks for brains,” Razor said. “I like it here, warm all year long and plenty of food.”

“The water is really nice too.” She relaxed, gazing out over the water. “I can go about a week out of water, so I try to go swimming every night.”

“Dragons swim in lava all the time so that water felt cold to me at first,” he said with with a chuckle. “I was a shivering mess for the first few days I was here.” She chuckled with him, turning her gaze to the fish.

“Can I have a few of those?”

“Why are you asking if you can have some of the fish you caught?” He grinned at her.

“I caught them for you first,” she commented, grabbing one of the small ones. She took a bite, humming from the taste.

“Still don’t have to ask. What, did you think I’d snap my jaws on your hand if you tried taking one?” He snapped his jaws closed in demonstration.

“Maybe?” She asked with a sheepish chuckle.

“Nah, I never bite the hand that feeds me,” he joked. “But, can’t blame ya for thinking that way, dragons don’t have the best reputation at the moment.”

“I think you're pretty great,” she assured, patting his side.

“So are you,” he replied. “Not many people would feed someone that confused them for a fish.”

“Not your fault,” she said, waving him off. She realized they were both naked before tossing the thought away. Clothes were mostly an inconvenience for her now.

“So, are you the only siren around here?” Razor asked, grabbing another fish.

“Yeah, it’s just me.” She nodded. “I promise I won't brainwash you.”

“And I promise not to confuse you with other forms of aquatic life again,” he joked, smiling. She smiled back, letting out a giggle. “I like your laugh,” he commented, taking the last fish. “It’s cute.”

“Thanks...” she blushed, a smile on her face.

“So, do you do anything in that town nearby?” He asked, swallowing the fish.

“I own a sweets shop in town,” she explained, “It doubles as a club during the night.”

“Sounds like an interesting place,” he said. “I’d drop in, but ponies are so uptight about clothing. I mean, it’s not like my genitals are showing or anything.” He rolled his eyes and sighed.

“Heh... yeah.” she nodded, making a point to cross her legs.

“Do you like your job and everything?” Razor asked, looking in her eyes.

“I love it~” she beamed. “You could say candy making runs in the family.”

“Glad to hear it.” He matched her smile. “And I bet a cute siren like you already has a mate.”

“Me?” she blushed, fidgeting a little. “Oh no, I’m single.”

“I’m shocked,” he stated. “A beautiful and sweet thing like you being single should be a crime.”

“You’re just saying that....” she blushed, looking away from him.

“I’m really not,” he assured her. “If I were your typical dragon, I’d have carried you back to my cave by now and claimed you for myself.”

“Claimed me?” she asked, sneaking a look at him.

“Taken you as my mate,” he clarified.

“What’s stopping you?”

“I’m not your typical dragon,” he said, getting closer to her. “I don’t want to take my mates by force. I want them to want me as I want them.”

“Well aren’t you the gentledrake?” she teased, giving him a smile.

“I really just want to reject everything Torch stands for,” he told her, smiling back.

“You know, I heard Princess Twilight is dating a dragon.”

“Ha, a princess and a dragon!” Razor let out a deep laugh. “I bet Torch would be fuming if he heard about that.”

“You didn’t know? From what my... ‘sister’ in Ponyville tells me, Torch stepped down. His daughter Ember took his place,” Sweet explained.

“I ignored the call when it came and waited for the itching to pass,” he explained. “But I’m glad he’s gone. Though, I think I’ll keep living out here. I’ve grown attached to this place.”

“I agree, it’s pretty nice. The sand gets all warm during sunrise, makes it perfect for warming up in the morning.”

“I’ve done that a lot too,” he said with a warm smile.

“Look at that, we already have something in common.” she beamed, sliding closer to him.

“We also like roasted fish,” he pointed out with a chuckle, putting an arm around her.

“Oh yeah, that too.” she nodded, leaning on his side.

“I feel like I owe you for the fish,” he said, looking into her eyes. “Perhaps I could help you in your candy shop? Or I could be a bouncer for your club at night?”

“I could use a bouncer...” she rubbed her chin. “I can’t pay you in gems but, I can give you all the candy you want. Within reason.”

“Deal,” he said with a nod. “I’ll keep the riff-raff in line.”

“Excellent! Though, as much as I understand your aversion to clothes, ya at least gotta wear pants.”

“I figured as much.” He sighed. “Oh well, I can put up with it to pay my debt to you.”

“It won’t be so bad,” she assured him, rubbing his chest.

“Of course, I’ll get to keep seeing you,” he said. “That’s worth wearing those damnable things.”

“I’ll need to take your measurements...” Sweet gazed at his waist. “I know a pony who can do your tailoring.”

“Lead the way, I’ll defer to your judgement on this sort of thing.” Razor nodded at her. She reluctantly pulled away from him, diving back into the water. She emerged onto the other side, pulling her clothes on. He stood up, walked over to her and put his arm back around her. “So who’s this tailor you know?”

“Oh she doesn’t live in town. I’ll just take your measurements and order you a uniform through the mail.” She led him through the more vacant streets, taking him to her apartment.

“I like your place,” he said, looking around, “it’s cozy.”

“Thanks.” she grinned up at him, closing her door. “It’s a good thing you’re not huge yet.”

“That won’t happen unless I claim a large hoard for myself,” he explained. “I can stay at this size the rest of my life if I want.”

“Huh, I did not know that.” she moved over to a cabinet, rummaging around in it. “Aha! There we go!” She moved back over to him, a measuring tape in her hands. “Mind posing for me?”

“Do what you need to, boss.” He held his arms outstretched at his sides for her.

She giggled softly, going through the motions, getting him to pose every so often to take a certain measurement. When she was finished she put the written measurements away and turned back to him with a smile.

“Perfect, now it’ll take… I’ll guess a week or so for your uniform to arrive,” Sweet stated. “It’s getting pretty late, why don’t you stay here tonight?”

“Alright, I can stay on your couch.” He hopped onto her sofa and laid down on his stomach. “Thanks for this.”

“You don’t have to take the couch you know.” She moved over to her bedroom, winking at him. He grinned and rushed after her.

“You really are sweet to offer your bed to someone you just met,” he said, walking up behind her and wrapping his arms around her waist. She giggled, nuzzling his neck.

“Only to those I like~” She swished her tail, leading him to her bed.

“If that’s the case, then I won’t feel guilty about doing this.” He leaned in and stole a kiss as they laid down on the bed. She returned it, wrapping her arms around his neck. He wrapped his arms around her waist and deepened their kiss, his tongue coiling around hers.

“You taste like a grill,” she teased, breaking the kiss.

“And you taste like fish,” he shot back, nipping her neck. She winced, pulling away slightly.

“Please be careful of the gills.”

“Sorry.” He winced as well. “Not used to doing this with someone that has those.” He kissed her nose. “I’d never want to hurt you.”

She giggled, kissing him back. “No worries.” Sweet slid her hands up his back, rubbing at the base of his wings. He let out a sigh of relief.

“Thanks, that really helps the ache I was feeling.” He then slid his hands under her shirt. “Here, let me return the favor.” He grabbed her breasts and started to gently knead them. She moaned, pressing against him, causing something to poke at his leg.“Sweet… um… what’s poking me?” He asked, looking down at her gently.

“Oh crap...” she muttered, looking up at him with wide eyes.

“Sweet, just tell me,” he said, giving her a quick peck on the lips. “You won’t scare me away.”

“Um...” she fidgeted, not sure what to tell him.

“Sweet, I promise that I won’t run off no matter what you tell me,” he told her, staring deep into her eyes. She stared back, gently taking his hand, sliding it into her pants. He felt around for a moment or so, causing her to squirm. “So… you have both sets of genitals?” he asked, not looking away from her eyes.

“Yeah... I got a dick and uh...” she rubbed her neck. “.... yeah, a vagina.”

“Well, I don’t think this changes much,” Razor said after a moment of thought. “You’re still beautiful.”

“Really?” She asked, looking up at him.

He just smiled and pulled her into another passionate kiss. Sweet closed her eyes, pulling him down against her. He took his claw and ran it down her shirt, removing the offending article without pulling away from their kiss.

She pulled away, giving him a mock glare. “That cost money ya know.”

“You look better without it anyway,” he told her, licking his lips at the sight of her exposed bust. She giggled, grabbing his head and guiding it to her nipples. He took one in his mouth, flicking his tongue against the nub of flesh while he grabbed the other with his claw.

“Oh yeah, that's the ticket...” she moved her hand down, rubbing at his crotch. He moaned around her nipple as his erection emerged from his scale covering. “Oh wow that's big...” she ran her hand along it, using her other hand to remove her pants.

He pulled off her nipple for a moment and groaned. “Mmm, your hand is so soft.” He let out a rumbling purr-like sound. She grinned, giving it a squeeze. “You know, a thought occurs to me.” He returned to kneading her breasts, tugging her nipples every so often.

She moaned, her nipples hardening. “Man you're amazing...”

“I aim to please.” Razor moved one of his hands down, reaching beneath her balls to run a claw along her lower lips. “You’re already wet down here,” he teased.

“Amazing lovers tend to do that.” She winked, licking her lips. He smirked down at her and pinched her clit.

“Tell me what you want little siren~” he ordered, teasing her slit with his claw. She let out a squeak, wriggling her hips. “Use your words,” he growled, pinching her clit.

“You’re so horrible,” she whined, looking away from him.

“If I’m so horrible, I can leave.” His smirk grew and he threatened to pull his claw away.

“N-no!” She shook her head furiously.

“Then tell me what you want.” He licked his lips and went back to teasing her folds.

“I want you, the big ferocious dragon to ravish your captive songstress.”

“There’s a good girl.” He slipped a finger into her folds. “Get on those knees.” she did as instructed, lifting her tail for him. “You’re perfect.” He placed his claws on her ass cheeks and buried his tongue deep into her lower lips. She let out a rolling moan, gripping her sheets. He hummed happily from her sweet taste, twirling his tongue around her inner walls.

“D-do this often?” She asked, looking back at him. His only answer was to rub his snout against her clit as he continued to eat her out. She bit her lip, Some of her pre dripping onto the bed. She then gasped, surprised as she felt his claw wrap around her length and slowly stroke her as his tongue never stopped teasing her depths.

“Your hand is so rough...” she shivered, squeezing her eyes shut. He gathered up her pre and used it as a lube to make his strokes smoother. “I'm so keeping you...” This caused him to pick up his pace, his hand moving in a blur while his tongue contorted in seemingly impossible ways. “Oh Faust I’m close...” He didn’t let up, his eyes closing as he worked. Sweet let out a cry of pleasure, her head turning up to the ceiling as she came. She collapsed onto the bed, covering his hand in cum. He drank all of her femcum, pulling away from her and licking his lips.

“Mmm, you taste incredible. Why don’t you tell me how this tastes?” Razor held his cum coated claw to her face. She blushed, looking between it and his face. “Well, what are you waiting for?” He gave her a stern look. She gulped, starting to lick his hand clean. “Good girl.” He smiled and stroked her mane as she licked up every drop. She blushed, her head crest shifting at his touch. “So, what did you think of the taste?”

“Tastes like sea salt.”

“Hmm, I’ll have to remember that. Now, can you keep going?” he asked, subtly indicating his throbbing erection.

“Course I can big guy~” she smirked, shaking her hips.

“Good, I wanna see what a siren and dragon half-breed looks like~” he teased, grabbing her by the hips and prodded her folds with his tip.

“I imagine a sea serpent,” she replied, bucking against his hips.

“Let’s find out, shall we?” he asked, burying himself to the hilt in one smooth thrust. She gasped, throwing her head back. He grabbed her chin and pulled her into a passionate kiss as he pulled his hips back and slammed them into her again. She moved her hips back against his, pushing her tongue into his mouth. He wrapped his tongue around hers, quickly dominating the kiss. He then grabbed her chest, kneading the orbs as he rammed his length into her.

She submitted to him, giving him a wink. He got the message and growled at her and thrusted even harder.

“Good siren, bear my young!” he boomed, squeezing her chest.

“M-my family will get you for this!” She whimpered, getting into character.

“Good,” he draped himself over her back and nipped her ear. “I can add them to my hoard. All of you will have matching baby bumps.” She let out another whimper, her ear frills sagging. “I wonder if sirens produce milk?” He wondered aloud. “If you do I will have to sample it.”

“As if!” She made a show of covering her breasts, glaring at him. Razor let out a condescending laugh.

“You don’t have a choice, you’re mine now. I will take from you as I please.”

“I-I’ll sing!” She threatened, trying to sound tough.

“Then do it,” he retorted, slowing his thrusting. “I’ll make you a deal, if you can do it, I’ll leave you alone. But if you can’t, you’re mine, no complaints.”

“W-what?” She asked, staring at him with wide eyes.

“You heard me,” he said, giving her ass a swat. “Now sing for me, do it!” She yelped, wincing. She took a deep breath before trying to sing. All that came out was a long, shaky moan as she dripped on the bed.

She gulped, quickly trying again. And again, she only moaned, clutching the bed sheets as her whole body shuddered. “W-What did you do to my voice?!”

“Nothing, your body is just telling you the truth.” He smirked down at her. “You love being dominated by your dragon. You want to swell with my young, to do as I tell you.”

“N-no way!” She denied, shaking her head.

“Then why are you leaking all over the bed?” He asked, reaching down and giving her dick a gentle squeeze. She gasped, wriggling her hips in an attempt to free her trapped appendage. Razor held fast and stroked her length in tandem with his thrusts. “You didn’t answer my question.”

“You're messing with my head!” She denied.

“With what magic?” Razor asked with a laugh. “I’m a dragon, we don’t do magic.”

“I-I don't know!”

“Just admit it, you want this,” he said, smirking. “You are mine.”

“I don't want to be your fuck toy!”

“Then why are you bucking your hips against my hand?” he teased, patting her hip. She blushed deeper, making an effort to stop herself. She moaned, her hips jerking even faster as he rubbed a sensitive spot inside her.

“S-stop...” she begged weakly.

“Is that what you really want?” He asked, slowing down his thrusting. She nodded eagerly. He smirked and pulled out of her. “Fine then, as you like.” she panted, tongue lolling out of her mouth. He stood off the bed. “Looks like I’ll find myself another toy.” He idly stroked himself.

She watched him, rubbing her legs together.

“Hmm,” he said, looking back at her. “See something you like?” He showed off his leaking erection. She gulped, trying to tear her eyes away from it. “So, what was it you said about not wanting this?” he asked, stroking himself faster.

“M-maybe I do...” she admitted weakly.

“Then show me how much you want it.” He removed his hand from his length and sent it bobbing with a motion from his hips. She bit her lip, reaching out, running her fingers along it. “That’s a good girl~” he cooed, grabbing her own length and stroking. She bucked against his hand, doing the same to his. He gave her length a squeeze and mashed his lips to hers. She pressed her body against his, fighting for kiss dominance. Razor stroked faster and tilted his head to deepen the kiss, showing off how maneuverable his tongue was. She leaned on him, her knees starting to buckle. He held her tightly with his free arm as the kiss and the stroking reached a feverpitch.

“S-so close...” she muttered, breathing on his neck.

“Then don’t hold back, pet,” he whispered. “Paint the room white.” she let out a cry, cumming all over his hand and waist. He grunted and came as well, returning the favor. “Very good~” he purred.

“That was amazing...” she slumped on him, panting heavily. “Razor...?”

“What is it, Sweet?” he asked, stroking her head fin.

“Can you take me back to the beach? I need more water...”

“Does it need to be seawater, or can I just run a bath for you?” he asked, scooping her up in his arms.

“Seawater please...”

“Of course my mate.” He kissed her cheek and carried her out of the apartment and back to the beach. He gently placed her in the shallow end where the waves lapped at her. She pushed herself into the water, taking in a much needed gulp of air. “I thought you said you could go a week without this?” he asked, sitting in the sand.

“Sex takes a lot of me it seems,” she said, swimming close to shore. “I think this limits our vacation options.”

“Or we could always bring sea salt with us so we can use a bathtub for you,” he offered.

“Ooh I hadn't thought of that.” She smiled. “Gotta say, I liked your act.”

“Well, dominance comes easy to me,” he said with a chuckle. “It’s an instinctive thing in dragon males. It honestly takes a lot for me to stay gentle in bed.”

“Add them to your hoard huh?” She questioned, “That dragon instinct too?”

“Ponies aren’t the only ones who like having multiple partners.” He laughed.

She looked at him, sighing a little. Was she allowed to tell him? He wasn't exactly an Equestrian citizen…

“What’s up?” he asked. “You look upset.”

“You have to be curious about me, I mean I didn't even have a name.”

“Yeah, that was odd,” he admitted. “But I just thought you were an orphan or something and never had someone who named you.”

“Would you... sign something?”

“Uh… sure,” he said, scratching his cheek. “What is it?”

“A binding contract with Celestia...”

“And why am I signing a binding contract with Celestia?” he asked, arching his brow.

“Because my past is national security...” she admitted, sinking down into the water.

“Well then, get out of there so I can sign your papers. You’re the one with the key.” He beckoned her over with a smile.

“Really?” She asked in surprise. “Just like that?”

“I figure I don’t have anything to lose.” He shrugged. “What’ll she do to me if I break it, exile me from Equestria? I don’t even live there.”

She smiled, walking out of the water and jumping into his arms. He caught her and kissed her as he carried her back to the apartment. She let them back in, presenting the contract to him. He quickly signed it and smiled at her.

“There you go, so what is it that’s so secret?”

“I'm a clone,” she stated quietly.

“And why is this such a secret?” Razor scratched his head. “Also, how are you a clone?”

“Actually, I'm a clone of a clone...” she sighed. “It's a secret because my original Sweetie Drops is a secret agent for the crown.”

“And how did you get to be a clone?” he asked, putting an arm around her to comfort her. She leaned on him, explaining how she came into existence. “Sounds like you’ve been through a lot,” he said, holding her in his lap. “But it also let you have the life you have now.”

“I'm glad.” She smiled, kissing his cheek. “I'm glad I met you.”

“Same here,” he said as he gave her a squeeze. “I made the ultimate catch while fishing today.” She giggled, hugging him tightly.

“I'm glad I got caught.” He smiled at her and carried her to bed. He laid down with her and held her close.

“Good night, Sweet.”

“Night, Razor.”

“I can’t believe you convinced me to come back to the dragon lands,” Razor grumbled, leading her into a cave, his arm wrapped around her.

“I wanted to meet your family,” she reminded, cuddled up against him.

“You’re just lucky I can’t say no to the mother of my child,” he teased, patting her swollen stomach. She placed her hand on his, giving it a squeeze. The two walked deeper into the cave, until they came to a large pile of gold and treasures. “Mother, father!” he called out. “I’m here to see you!”

Sweet held onto him, gulping softly as the cave shook. Two pairs of eyes appeared from the dark, locking onto the couple.

“It is quite the surprise to see you again,” a more feminine voice said. “But not an unwelcome one. Welcome home, son.”

“Good to see you too mom,” Razor replied with a smile, “I would like you to meet someone.” He nuzzled the top of Sweet’s head. “This is Sweet Chime, my mate.”

“So you wanted to be like that Garble drake and found yourself a non-dragon,” his father said with a booming laugh. “And it looks like she’s carrying a grandchild for us.”

“It's nice to meet you both,” Sweet spoke up, flashing a smile.

“Slash, see if there are any chairs in the hoard for these two,” Razor’s mother said, looking at her mate. “It must be uncomfortable for her to be standing while so heavy with child.”

“Of course.” Slash dug through their hoard, producing a pair of rather nice looking antique chairs. He set them down, gesturing for them to sit. The couple thanked them and took the seats, still holding hands.

“How are things under the new dragon lord?” Razor asked.

“She is an odd one,” Slash began, laying back down. “She’s proclaimed that we are no longer allowed to plunder pony treasure.”

“Considering at least one of our kind has found a lover in a pony, that makes sense,” Razor said. “If more dragons follow his example then we may end up pillaging the home of a fellow dragon.”

“I am most interested in seeing how everyone will react to so many Kirins,” Slash chuckled.

“Well, Sweet here is a siren,” Razor explained, squeezing her hand. “So I don’t know if our child will be a Kirin exactly.”

“I think it’ll be something like a sea serpent,” Sweet added.

“I am sure it’ll be a wonderful addition to the family no matter what it comes out as,” Razor’s mother said.

“We wanted to come see you before I have to stay in the bay,” Sweet explained. “Normally, I just need to swim a few hours every week, but the kid’s drying me out real quick.”

“It’s fine dear,” Razor’s mother assured. “I understand having to take measures for your child.” Sweet smiled, rummaging through her pack before holding out a candle.

“I know you don’t really need a candle, but I was able to get a pair of fae-fire candles made for us.”

“Good, Razor needs to stay in touch with us,” Slash said. “I have half a mind to punish you the same way I did when you were young for going over a year without a word from you.”

Sweet giggled. “Razor was a little hell raiser huh?”

“Oh, he started out as a little mama’s boy,” Razor’s mother said. “He was always clutching onto me and never wanted to let go. When his wings came in he started causing trouble though.”

“Mother!” Razor hissed, blushing in embarrassment.

“Aww, I bet you were such a cute little baby dragon,” Sweet cooed, giving him a mischievous grin. “I wish I could’ve seen it.”

“Actually, we happen to have one of those memory crystals,” Slash replied, sharing her grin.

“Father no!” Razor hissed.

“Please show me baby Razor!” Sweet beamed. Slash dug around in their treasure pile, offering her a small purple gem. She took it and held it to her head. “Aww, he’s so tiny!”

“Why?’ Razor asked, glaring at his father.

“Look how happy your mate is,” Slash replied, pointing at Sweet. “You honestly can’t say that look isn’t adorable.” Razor just groaned, sagging his shoulders.

“Oh, don’t make that face,” Sweet said, hugging his side. “Everyone has embarrassing family photos.” Her smile faltered a bit. “Well, almost everyone.” Razor wrapped his wing around her, kissing her head. “I’m okay,” she assured him, cuddling into his embrace. “This just means we’ll take twice as many family photos of our own to make up for it.” She smiled up at him. He smiled back, licking her forehead. She giggled and asked, “I thought you were a dragon, not a dog?”

“I'm sorry would you rather I pour salt on you?”

“Ah, young love,” Razor’s mom commented, looking at her mate with a warm smile. “Remember when we were like that?”

“We’re still like that Calamity,” Slash corrected, licking her snout. Calamity started to laugh.

“I suppose we are.” Calamity wrapped her tail around her mate’s.

“Your parents are amazing,” Sweet whispered to Razor.

“I knew you’d like them,” Razor whispered back. “There’s a reason why I didn’t like Torch.” She kissed his cheek, moving over into his lap. Razor wrapped his arms around her waist, shifting in the chair so they could both be comfortable.

“Are the two of you going to be staying for dinner?” Calamity asked.

“I'll need a bath but, other than that, we’d be honored.” Sweet nodded with a smile.

“I’ve got the sea salt for you,” Razor said, pulling out a small pouch from his pants pocket.

“Fantastic,” Calamity said with a smile. “What can we make for a siren?”

“Fish is good.” Sweet expanded her smile, showing off her needle-like teeth.

“Alright, Slash, you go catch us some fish while I go and see if I can find a suitable place for her to bathe,” Calamity instructed. Slash nodded, lumbering out of the cave. Calamity then picked Sweet up and put her on top of her head. “Come along, dear, I’m sure I can find you something nearby.”

“Anywhere without flowing water is fine,” Sweet said holding onto Calamities head crest, keeping the bag of sea salt close. Calamity led Sweet to a small pool in the cavern, surrounded by multicolored crystals.

“This is should be what you need,” Calamity said, sitting her down in the water.

“Thank you.” Sweet dumped the salt in before diving below the water, enjoying the feel of it against her body.

“I must say, Sweet, I greatly approve of you as my son’s mate,” Calamity said, laying down and watching the siren.

“I was worried you wouldn't,” Sweet admitted, keeping her neck below the waterline.

“I have never seen Razor as happy as he is with you,” Calamity said. “Anyone who can make him feel like that I can accept. That and you can give me grandchildren,” she joked.

“He actually caught me when I was out for a swim,” Sweet recalled, “He thought I was a fish and grabbed me out of the water.”

“That must’ve been quite a terrifying moment, being grabbed by a dragon like that,” Calamity chuckled.

“I popped him in the wing real good.”

“Ha! Sounds like my son found himself a scrapper.” Calamity gave her a toothy grin. “Here’s hoping your child shares that trait.”

“I agree.” Sweet nodded with a grin. “When I told my sisters, they were overjoyed.”

“I bet. Did you beat any of them to getting knocked up?” Calamity asked. “I was the first among my sisters. They were very jealous.”

“I think, it's really hard to keep track, a lot of us still don't even have names...” Sweet rambled off without thinking.

“How do some of your sisters not have names?” Calamity questioned with a tilt of her head.

“Oh er well...” Sweet winced, “You see, a lot of us just had the same name with a number at the end. I used to be Sweetie Drops 6.”

“And why did you all have the same name?” Calamity pressed, confusion evident on her face.

“...I’m a clone of a clone...”

“...I think you’re going to need to tell me the entire story,” the she-dragon said, blinking. Sweet Chime sighed, going through the whole story with her. “That’s certainly a lot to take in, but I believe you.”
.
“Just like that?” Sweet asked, a little surprised.

“Dear, I’m a mother, I’ve learned how to tell when someone’s lying to me between my mate and my son. Plus, magic is capable of some incredible things. And the magic you’re talking about is based off the mad spirit, Discord. Your story isn’t all that far-fetched.”

“Just... don't tell anyone,” Sweet pleaded, “Celestia will get really mad if she finds out.”

“My lips are sealed,” Calamity assured her. “Though I assume it’s okay for Slash to hear about this?”

“As long as he doesn't tell anyone.”

“Your secret will be safe with us.” Calamity gave her a smile. Sweet smiled back, placing her hands on her stomach. She let out an oof, looking down at it. “Uh oh… did your water break?”

“No, just a kick,” Sweet smiled, “Wanna feel?”

“Of course.” Calamity smiled and gently placed her smallest claw on Sweet’s stomach. “Heh, your child is growing quite strong. Do you know if it’s a boy or girl yet?”

“The doctor offered but I wanted to be surprised.” Sweet shook her head.

“Well, no matter what it comes out as, I just want a healthy grandchild to gush over,” Calamity said with a grin. Sweet nodded before shuddering.

“Okay... pretty sure that was my water breaking.”

“I’ll go get Razor,” Calamity told her. “He should be here for this.” She rushed down the cavern, returning with Razor holding onto her head crest a few minutes later.

“Are you alright?!” Razor nearly shouted, gliding down to her.

“I’m fine,” Sweet assured him, wincing. “Just feeling a lot of contractions right now.” He knelt next to the pool, panic on his face.

“Okay uh... we need a lot more sea salt.” Razor pulled out the extra bags they brought, setting them next to the pool. “Is there another clean pool nearby? We’ll need to move them afterward.”

“Yes, there’s one not too far from here,” Calamity said. “For now, let’s just focus on the task at hand.” Razor nodded, deciding it was best to follow her lead.

“Now Sweet, has your doctor told you about breathing techniques for this?” Calamity asked, remaining calm.

“Yeah, but, I dunno if those will work in the water.”

“Try them for now,” Calamity instructed. “And if they don’t work then just focus on pushing and letting your body do what it wants to do.” Sweet nodded, taking a deep breath, letting it out slowly. This seemed to help with the pain with the contractions. She continued her breathing techniques, the contractions getting closer and closer together.

“You can do it.” He reached in, grabbing her hand. She gave his hand a squeeze and grunted in pain.

“Thanks honey… they really weren’t kidding about this hurting like Tartarus.”

Razor gave her a weak smile, stroking her head. Sweet’s eyes went wide and she let out a scream of pain, muffling a splash in the water.

“Just squeeze my hand okay?” He suggested, smiling at her. Sweet nodded and gripped his hand hard as she grunted in pain. He winced slightly at the strength of her grip but didn't complain. This continued for some time, until eventually, a high-pitched cry could be heard echoing through the cavern, soon to be followed by another.

“Oh Faust… did we just have twins?” Sweet panted, looking up at Razor in exhaustion.

“Looks like we did.” He smiled, licking her cheek. He lifted her up gently, transferring her and the newborns into the clean pool, pouring the sea salt in. Sweet cradled the twins, letting them feed for the first time.

“They’re so beautiful,” Sweet said with a weak smile as they suckled away. “Can you check what gender they are?”

“I think we have a boy and a girl,” Razor clarified, taking in their appearance. The little girl was black with a white head frill and blue eyes. While the boy was a cream color with a blue head frill and green eyes. Both seemed to be dragons, though aquatic in nature.

“A little boy and girl,” Sweet said with a sigh of contentment. “And now we have to name them. Hmm, they look so much like dragons that I think we should give them more draconic names. What about you?”

“I say we give them names to honor their mixed heritage,” Razor responded.

“Okay then how does… Razor Sharp sound for our son?” Sweet asked, looking up at him.

“Naming him after his dad huh?” he asked, smiling at her.

“I couldn’t resist when the music term pairs up so well with your name,” she told him, kissing his snout. “Your turn.”

“Hmm...” He gazed at the girl, rubbing her head.

“Fang Forte?” Sweet suggested.

“I thought it was my turn?”

“Just trying to help,” she said. “Neither of us are good with names, remember?”

“I named you didn't I?” He smirked.

“It was one of the reasons I fell for you,” Sweet told him, giving him a peck on the lips. “Go ahead honey, give our daughter a name.”

“How about... Savage Rondo?”

“I love it.” She smiled and hugged the twins close. “And I love our little family.” Razor smiled, curling up next to the pool, the two gushing over their children long into the night.