Over Everfree Forest- Shiny Whistle

“You have another shiny stallion now. So we can return home and enjoy the rest of the winter right?” I asked, shifting a little in Apatelodes grip. Without Danaus to help him, I had become too heavy for him to lift in any normal pony form, so as we left the Crystal Empire he carried me in the grip of talons, having changed into a dark grey griffon with a brown head and tan colored beak and talons. Shining was in Chryssy’s grip, she also having changed into a griffon, only black with silver head and gold colored beak and talons.

“No, there are other shiny ponies out there, and I must have them all,” she said chuckling.

“No, I forbid it!” Shining said, holding up a hoof. “I let you have me to protect the other stallions.”

Chryssy chuckled. “Who said this next one was a stallion?”

My eyes bulged at the thought, eyes wide. So she was bi? Sure it made sense for a changeling, being what they were and how they usually got their love, but I thought maybe I had changed her ideas on that. Wait, did she say next? “Next? So there is more than one more you know of?”

“With how many ponies there are in Equestria, there are probably ones I haven’t even heard of before. I know of one more for sure,” she said and grinned. “But that doesn’t mean she is the last one.”

I sighed and closed my eyes. Usually I loved when winter arrived, the serenity of a snowfall, drinking cups of hot chocolate with marshmallows, sitting warm and cozy by a fire with a good book, but this year so far was different. Don’t get me wrong, I loved Chryssy, and enjoyed spending time with her. But with her wanting to get frisky with another mare? It just didn’t sit right with me. Who was this mare anyway? She’d better be something special, or I just wouldn’t approve. But would that stop her?

“Ponyville approaches my Queen,” Apatelodes said.

“Excellent, let’s find a place to land,” she said and we descended, landing in the outskirts of Ponyville among the Apple family’s apple trees. “If I remember right, she lives somewhat on the edge of the main town with her marefriend.”

“Marefriend?” I asked, trotting over to stand next to her, Shining on her other side and Apatelodes bringing up the rear. “Who in the hay is this pony? How do you know them?”

“Oh, we met when I was disguised as Cadence, preparing for the wedding. Her name is Twinkleshine.”

“Wasn’t she one of Cadence’s original bridesmaids?”

Chryssy nodded. “Yes, but I had to drop them when not only they, but Twilight started getting suspicious.”

“And you think after all that happened she’ll just be willing to forgive and forget?” I asked, ears twitching.

“Well, we shall see, either way she fits my theme, and so I want her this winter,” she chuckled. As we reached the edge of the apple trees, she and Apatelodes both transformed, she into the yellow with teal mane pegasus mare she called Soaring Song, and he into a rugged brown with white mane unicorn stallion he called Mountain Mist.

“Can’t you just be satisfied with the two of us?” Shining sighed, trotting along as the four of us walked by the first house.

“No, now enough on the topic.” She snorted, and hurried ahead of us. A few houses later, she came to a stop in front of a two story home with a straw thatched roof, red trimming with blue and yellow rose bushes hedging each window. “This is it, I think,” she said, pausing near the door. Her wings fidgeted as she just stared at the door. Was she having second thoughts?

She took in a deep breath, then taking the last few steps lifted a hoof and knocked. “Just a minute!” A voice called from inside, and I could hear giggling nearing the door. The knob turned and the door was pulled open to reveal a pretty little unicorn mare, her coat ivory and her mane curly and pale pink. Upon taking the sight of the four of us in, her nostrils sniffed the air. She let out a gasp, her electric blue eyes widening and took a step back, slamming the door in our faces.

“Well, that was quite rude!” Chryssy said, frowning at the door. It opened again a moment later to reveal a different unicorn mare, this one with a maya blue coat, periwinkle blue mane with a pigment blue streak through it. Her steel blue eyes were narrowed as she glared at Chryssy.

“How dare you show your face here,” the mare growled.

“What do you mean?” Chryssy asked. “What have I done to you?”

“Don’t play us for a fool. We know who you really are, Chrysalis.”

Chryssy jolted back, ears lowered to the side at the unicorn’s accusation. How did she know?

“Me?” Chryssy said, putting a hoof to her chest. “You got it all wrong Colgate,” she said, puckering her lips in a frown.

Colgate sighed. “For a changeling you really need to work on your acting, and on remembering to change your scent when you transform.” I let out a small grin but then wiped it away. Colgate did have her there. She’d always smelled the same since I had known her, even in disguise, while other changelings’ scents had changed with their new forms. I’d just never told her because well, her scent was just divine.

“And how do you know so much about changelings hmm?” Chryssy asked her. “The only experience you have is from the wedding!”

“Oh contraire,” Colgate grinned. “But I don’t give away anypony else’s secrets, so you’ll just be in the dark about that. Unless they want to tell you. Now, why are you here?” She stomped a hoof down in front of her.

Chryssy rolled her eyes. “I’m here for Twinkleshine.” There was a loud ‘meeeping’ sound from inside and then a yelp as something crashed to the floor. Colgate turned to look inside.

“You okay love?”

“Yeah, the couch broke my fall, ugh.” With that Colgate turned back around to face us.

“Well you can’t have her, she’s my marefriend!”

“Oh come on, it will only be for a season,” Chryssy grinned, and explained to Colgate the situation.

Colgate looked down at the ground for a moment, lost in thought, then held up a hoof. “Give us a moment,” she said and closed the door.

“Ugh, we should just barge in and snatch her,” Apatelodes groaned, a hoof to his forehead. “Enough of all this waiting!”

“No,” Shining said, turning to glare at him. “I might not agree with all that is going on, but I will only allow it to continue if she comes with us willingly.”

“You and your morals,” Apatelodes said, rolling his eyes.

I turned back to face the door as I heard the doorknob turn and the door open. Colgate was once again in front of the door, with Twinkleshine standing behind her. “You may all come in,” Colgate said and stepped to the side.

“Thank you,” Chryssy said and led the way inside. I sighed as the heat from the home washed over me. A dark stone fireplace was against the outer wall, a large crackling fire inside it filling the room with a sharp pine scent from the burning wood. A golden yellow couch and three chairs placed around it. Twinkleshine, Colgate, and Chryssy sat down on the couch, leaving the chairs for us stallions.

“So, you want to ‘borrow’ me for the winter so my love will keep you warm?” Twinkleshine asked, sitting on the opposite end of the couch from Chryssy. She shot a confused look at Colgate, who just shrugged.

“Yes, that is the plan.”

“How do I know you won’t go all insane like you did back at the wedding? Do you know how long it took the three of us to get out of those mines, when your mind control finally broke?”

“No, and I’m… sorry for that.” Chryssy said, lowering her ears. “And it has been nearing three years since the wedding. A lot can change in that amount of time. I have changed, on the outside and in.”

I had to hold back a laugh at that, snorting a little as Chryssy turned to look at me and winked. “She’s right,” I said, “shes become a much better ‘ling since then. And one that I love.”

“So it’s true then, that you took on a pony lover,” Twinkleshine said softly, sniffing the air and licking her lips quickly. “You must really trust her,” she said looking to me, “to let her continue with an idea like this.”

I nodded. “I do.” She and Colgate shared another look, then nodded to each other.

“Well, if I do remember correctly, you are quite cute,” Twinkleshine said and grinned. “And as long as Cole can come visit, maybe even join in when she does,” she gave Colgate a very bedroomesque smile, making her giggle, “then I wouldn’t mind joining you for the winter. Though I’m not sure how much help I will actually be.”

“You will be enough,” Chryssy said with a dismissive hoof. “Now, let’s get back to the castle.”

“Hold on,” Colgate said and held up a hoof. “If you’re taking away my marefriend for the winter, then I must insist on something.”

“Go on,” Chryssy said.

“I need to make sure you will treat her well. So for your first sexy times, you will do them here. And don’t worry,” she grinned, “we have plenty of fun toys you two can use.”

“Cole!” Twinkleshine said, and blushed.

“What? It’s the truth! And is it bad that well… I want to watch?”

Twinkleshine chuckled and shook her head, bringing her forehooves up to clasp Colgate’s own. She gave the mare an affectionate nuzzle against her cheek. “Not at all, in fact, I think it would be sexy letting you watch.”

Chryssy grinned, eyes watching the two, probably tasting their love in the air, and nodded. “I’d be fine with that, after all I have all my fine young stallions here watching as well.” She turned to look at the three of us, and I could feel the heat in my cheeks as I blushed. “Lead the way to your room,” she told the two mares.

Colgate nodded and stood, Twinkleshine beside her and trotted down a short hallway. Chryssy took the place behind them, with the rest of us trailing along behind her.

Colgate and Twinkleshine’s Home- Queen Chrysalis

We soon arrived in a modest little bedroom, not much in it except for the generic bed, dresser, nightstand, and a bookshelf in one corner stuffed with books on astrophysics, stars, dentistry and magic. A single picture of Twinkleshine and Colgate sat on the nightstand, with them sharing a milkshake, tails entwined in the air behind them. Even though generic, the bed was very nice. A queen size, three plush pillows gathered at the top in pastel blue pillowcases, and the blankets diagonally striped with white, pink, a light blue and a dark blue interchanging. The bed was so well made, you could have bounced a bit off of it and sent it flying to the other side of the room.

Twinkleshine came closer to me, and hopped on the bed, her tail flicking me lightly in the face as she did so, giving me a large whiff of her scent. My ears perked up, and I scrunched my nose in confusion. Something about her smelled familiar, beyond what she had smelled like at the wedding.

“I haven’t smelled a scent like that in years, decades even,” Chrys said. “Could it be? Is she? No, they went extinct years and years ago. Our hive is the only one left.”

Wait, we weren’t the only hive? Why had she never told me this? “Twinkleshine,” I said and she turned to look at me.

“Please, just call me Shine,” she said and winked.

“Right, Shine,” I said and nodded. “May I ask you a question?”

“Well you just did, but yes you may ask another.”

“You’re a changeling, aren’t you?” Shine jolted at the question, ears going flat against her head.

“Oh well don’t you know? I mean you are a changeling after all you should be able to tell other changelings.”

“Not necessarily,” Chrys said softly. “Those from our own hive, oh yes absolutely. But from other hives? Sometimes hard to tell. Especially since it has been so long since I ran into one.”

“You’re not from my hive, so no.” Shine sighed and leaned back in the bed, her ears twitching back and forth.

“Er well…” she paused, biting her lip, then took a deep breath and nodded.

“Have her transform for us then. I want to know what hive she is from.” Chrys said and I nodded.

“Will you transform then so I may see?” That must have been what she meant when she said she didn’t know how useful she would be. As a changeling, I wouldn’t be able to feed on her nearly as well as regular ponies.

With an encouraging hoof around her from Colgate, Shine nodded and let the green flames surround her. Before me now stood a changeling a little taller than Apatelodes, her eyes a shiny amber color, along with her carapace along her back. She looked up at me, a half frown on her face exposing one fang.

“She’s from the Amber hive?” Chrys yelled. “HOW? They went extinct at least one hundred years ago, if not more!”

I cringed slightly at her yelling, but then turned back to Shine. “So, you are of the Amber hive. Didn’t they go extinct?”

“I wouldn’t know, I actually haven’t been back to the hive in a long time,” she admitted. “But I do know they originally went into hiding because of you.”

“ME?”

She nodded. “When they saw and felt you begin to go crazy, planning on taking a much less subtle approach on capturing ponies, they didn’t want to be a part of it, and so they faked their deaths so you would believe yours was the only hive left.”

“And I let then fool me,” Chrys sighed. “Anyway, that doesn’t matter right now. She might be a changeling, but we can still have plenty of fun sex. So let’s get to it shall we?”

I nodded, but had one last question to ask first. “What is your changeling name?”

“Meep, at least in the Equestrian version of it. Is it okay if I turn back now?”

“Very well then Meep,” I said nodding, and she sighed, returning to her pony disguise. I looked around the room at the others. Apatelodes was leaning against the wall by the door, looking bored, his forehooves crossed in front of him. Shiny and Shining had moved to the far side of the room and were sitting on the floor by the window, watching us. Colgate still stood near Meep, carressing a hoof against her cheek.

I took a deep breath, closing my eyes, then let it out. Okay, I was ready for this. I might have no experience when it came to wooing or making love to a mare, but Chrys sure did, and obviously Meep, so everything should be fine, right? Staying in my pegasus form, I climbed up onto the other side of the bed, and wrapped my hooves around her. Colgate backed off, tossing a wink at Meep, and sat down near Shiny and Shining.

“Ready to get started?” I asked, nuzzling her ear. She grinned, nodding.

“No need to be nervous now,” Chrys said. “Only thing different is she doesn’t have the equipment our other shiny collection has between their legs.” She chuckled. “Now, go get her! Give her the pleasure a member of our harem deserves.”

I reached a hoof under Meep’s chin, bringing her muzzle to muzzle with my own. Moving forward the remaining inch or so I pressed my lips to hers, much softer lips than any of my stallions. Meep wrapped her hooves around my neck, pushing deeper into our kiss, her tongue flicking against my lips as it sought entrance. I parted my lips and pushed my own tongue into her mouth as hers entered mine. Our tongues twisted and twined with each other, and we fell back onto the bed, my own body slightly overtop hers. I moved my hooves down her sides, making her moan into my mouth.

Her body already so hot against my own, my hooves brushed against her plush breasts, and she pulled out of our kiss, a line of drool connecting our mouths as she let out a loud moan. I grinned, running the tip of a hoof around each of her already erect tits, every circle around them making them more and more rigid.

Not to be outdone, she moved her hooves from my neck down to my wings, massaging the area where wing bone met spine, letting my primary’s ruffle through her hooves. Suddenly I felt my wings spring out wide behind me in a wing boner, making Meep chuckle. “I see your wings are having a good day,” she teased, pulling one down to nibble on the feathers. “Mmm and they taste just how you smell. But I bet your mare juices taste even better.”

Just the thought of such sent my backside burning with heat and moisture. Colt was she a good flirt! We both moved our hooves down lower almost at the same time. She ran a hoof along my inner thigh, starting down near the end and slowly moving it up toward my nether regions, making me bite my lip and lean my head back as I moaned. But two could play at this game. I caressed a hoof farther up her inner thigh, stopping right at the curve where her leg met her torso to feel her body shivering under my touch.

On a whim, I licked my lips and sat up a little straighter, placing my other hoof behind her neck and pulling her slightly upward, then licked her horn, making her eyes almost roll to the back of her head. With one last lick, I placed my mouth around her horn and began to suck on it, licking the rough grooves in it as I did so. She bucked against me a little, making my hoof on her inner thigh move the last few inches to rub against her dripping nethers. “Oh sweet Celestia!” she yelled, and brought her own hooves down to hold mine there.

I came off of her horn, removing the last inch with a sloppy wet pop as I chuckled. “Liking that are you?” I said, and gave her a quick lick to her chin. “Well then, I shall continue.” With a wicked grin plastered on my face I rubbed my hoof against her dripping nethers, making her moans pop out of her even louder. I pressed my hoof a little harder against her, finding her entrance and poking the tip of my hoof in, which rapidly became covered in her juices. I reached my hoof up, mare juices dribbling down it and brought it to my lips, licking it. “Mmm you taste good as well my dear,” I chuckled. This was becoming more fun that I had thought it would be, and neither of us was even close to a climax yet!

“That’s what my Cole tells me,” she said, chuckling. Then it was my turn again as she moved a hoof straight into my dripping nethers, having no problem it seemed finding my entrance as she roughly jerked her hoof around inside. A moan escaped my lips as her hoof explored my most sensitive areas and I became slick with sweat and mare juices. I breathed heavily as she removed her hoof and brought it up to her face, examining it, slick and wet from me. With a long sensual lick, she cleaned her hoof with her tongue, humming as she did so. “Yep, an even better taste than your wings,” she said and chuckled.

“Well I’m glad you think so,” I purred and placing a forehoof to either side of her adjusted again to where I was entirely over her. “And you certainly know how to please a queen well.”

“You might be my first queen to have sex with,” she giggled, “but I have had lots of practice. Shall I show you more?”

I laughed, “well, that is what I am here for, isn’t it?” She nodded, and with her magic opened the bottom drawer of the nightstand and pulled out a dark-brown, lidded box. She settled it on the bed beside us and opened the lid to reveal it was full of sex toys. Big and small ones, thick and thin ones, even one massive dark purple one shaped like a stallions dick, which looked even thicker than Shiny or even Shining had managed to produce during our sexual acts. Though it was about as long as Shining’s, maybe fourteen inches compared to his thirteen.

Meep grinned at me. “Hmmm checking out one of our largest one are you? I’m guessing you like it like that?” She reached up and took my ear in her mouth, nibbling on it.

“One of? You mean you have even larger ones?”

“Mmhmm,” she murmured, mouth still around my ear. She gave my ear one long lick then leaned back again. “The others were just too big to fit in this box. One of them is almost two feet long.”

“Two feet!?” I yelled, ears going straight up and my eyes widening. How does one even fit one that long?

Meep chuckled, giving me a sultry smile. “Yeah, Cole and I, we love to experiment with all sizes and shapes. We can use the two footer if you want?”

I shook my head rapidly, “that’s a little beyond my comfort zone.”

“Very well then, how about this beauty then?” she asked, pulling out the massive purple one I had noticed earlier. “It’s one of our favorites.”

“You mean it’s your favorite,” Colgate said and chuckled. I turned, glancing over at the others. It was only then, taking a break from the heat of the moment, that I noticed the strong musk smell coming from my stallions, and even a faint smell of mare’s juices that didn’t come from either Meep or me. I grinned, then turned back to her.

“Sure,” I said, giving her a quick kiss on the cheek. “Pleasure your queen.”

“I’m not part of your hive silly, no blue eyes or back remember?” She grinned, then took the large purple dildo up in her magic, while taking the box with the rest of them and placing them on the nightstand. “But I’ll still give you a rutting that will rival those stallions of yours, if not beat them,” she said, grinning slyly.

“Hah, I’d like to see that,” Apatelodes said and stood up a little straighter, though below him I could see his own penis was growing long and hard at the thought. “You were not there when she took Shining Armor. You going to rival the lover of the princess of love?”

“I can sure try,” she replied. “Though you stallions might want to leave the room, this could get messy.”

“I don’t mind it a little messy,” Shiny said, “Chryssy and I regularly get things pretty messy.” He looked down and his cheeks turned a bright red.

“Ah, isn’t he cute,” Chrys chuckled. “But enough of that for now, let’s get back to why we are here.”

It seemed Meep had the same idea as Chrys, as just then she tackled me back down to the bed, kissing me hard, running her kisses down my neck. The dildo hovered beside her wrapped in her magic, as she moved her kisses lower and her hooves even lower. I gasped when her forehooves pressed against my inner thighs, one of them pressing against my sensitive folds. “Mmm you are still so wet,” she crooned as she moved the hoof around, “very much ready for this.”

She brought the purple dildo down in her magic and turned it on. A low humming filled the air as she brought it down and rubbed it against my dripping pussy. My hind legs bucked against it, a low moan coming from me as she caressed it around the edges. Even on its lowest setting, it felt so good! I could feel the juices dripping even more profusely from me now, the vibrations sending my body into thrills of ecstasy.

“Ready for the next setting?” She asked and I numbly nodded as she turned it up another notch and brushed it against my clitoris as it winked rapidly from her ministrations. I moaned loudly, biting my lip as she pressed it against my winking hole and slid in the first inch. That simple amount of vibrating sent me over the edge, and I took in deep breaths as I reached my first orgasm, splashing a wave of mare juices all over the vibrating dildo, Meep’s hooves, and all over her thick furred fluffy belly, staining the sweat soaked fur with the yellow-white mess. “Hmm that was a good one,” she chuckled. “Let’s see how many more we can get out of you.”

“What about you?” I asked, breathing deeply, my walls still throbbing against the dildo, pulling it in another inch.

“No need to worry, you’ll get your chance to please me as well. After all, we changelings should stick together right?” she said, and licked a hoof sticky with my mare juices. I heard a snort from by the door, and turned to see Apatelodes smirking. My attentions were rapidly pulled away from him though as Meep slid the dildo in another inch. Oooooh it was so big, stretching my walls so far I almost thought they would tear. Was that even possible? With an audible click, she raised the setting on the dildo again.

The humming became louder, the dildo slipping in another few inches until we were right at the medial ring. Yet I felt so full already! My entire body trembled as Meep pulled it out slowly until only the head was left inside of me, then rammed it back in, thrusting it in and out as I let out a scream of pleasure. Each time she pushed it back in, it went a little farther, scratching itches I didn’t even know I had as it reached my G-spot. “Mmmm Meeep,” I moaned, feeling another orgasm coming on as she continued to thrust it into me.

As I finally hilted against the huge thing I came, splattering Meep even more with my juices. Could hardly even see the fur on her chest now, it was so covered in mare juices. She pulled the dildo out of me, the tip releasing with a loud pop. I let my body relax back against the bed, taking deep breaths. This had been awesome so far! Sure I was a little tired, but I wasn’t ready to stop yet, that’s for sure!

“Flip over onto your belly,” Meep said, curling back until she was sitting on one of the pillows. “I’m not done with you yet!”

I chuckled and complied, my belly fur quickly getting soaked in my own mare juices covering the bed. Lifting my tail to the side, I looked back to see what she planned to do when she grabbed my rear in her hooves and brought her muzzle directly into my drenched backside, licking up the juices with her tongue with strong, brisk strokes. A moment later, I let out a squeak as she took my clitoris between her teeth and began to lick it rapidly, her heavy breathing tickling it. She pulled back on it gently, sending more shivers down my spine, and moved her forehooves down to my nether regions again, massaging them as they dripped, rivulets of mare juices trickling down on my legs.

Her tongue curved to touch everywhere she could reach in my tight pussy, leaving me gripping the covers in ecstasy, eyes closed as I continued to moan softly. With a moan of her own, Meep came behind me, her mare juices saturating my hind legs and hooves. But she kept right on licking, as if I was the most delicious lollipop, hooves going at my nethers with firmer, brisk strokes. With one last scream I came for a third time, mare juices pouring out over her face and muzzle, coating her hooves and all her other exposed fur.

Meep removed her tongue with a wet pop, a thick line of drool and mare juices connecting her muzzle to my soaking wet rump and flanks. She collapsed onto the bed, breathing hard, but grinned slyly up at me. “Well? Was that better than what those stallions have given you or what?” She laughed softly, eyes turning in the direction of Shiny and Shining. Both stallions leaned against the wall now, back legs crossed as they tried to hide the massive erections they both had. Hard to do when the tips of each of their penises pulsed past the curve of their legs, the carpet wet with white, sticky cum.

“I hate to admit it,” Shiny said, almost his entire head bright red as he blushed, “but that was HOT!”

“And here I thought Cadence had taught me everything when it came to mare to mare love,” Shining said quietly. “I was so wrong.”

“You colts haven’t seen anything yet!” Colgate said, giggling. “My Meep is amazing, she’ll make this winter very interesting for you all, won’t you love?”

Meep nodded, “oh yes, especially with some of our other toys,” she said, and grinned a big old sexy grin, making me shiver in anticipation.

“Eh, I’ve seen better Mare on Mare,” Apatelodes shrugged, then reached a hoof downward as his erect penis jolted, as if trying to prove him wrong., a faint tinge of green blush reaching his cheeks.

“The liar,” Chrys said chuckling, “actually, I think this is some of the best we have had in a long, long time. But let’s make it even better, shall we? She proved herself to be more than capable of making us scream, now let us return the favor. Here, I’ll give you some pointers,” she said and rattled off what we should do next, bringing a blush to my cheeks. “It will be fine,” Chrys assured me, “this one is actually quite popular amongst changelings. We like our sex rougher than the average pony usually. If Meep here doesn’t have them I’d be surprised.”

I looked over at Meep, who had sat back up now, having recovered her breath. I gave her my best bedroom smile. “So, now it is my turn,” I said, reaching over and kissing the base of her horn. “But the sexual toy I am imagining using on you isn’t in that little box.”

“Mmm we might still have the one you are thinking of,” she said closing her eyes. “What toy you want?”

“A spreader bar.”

Meep laughed at that, eyes sparkling, “oh one of those! That one is very much one of Cole’s favorites. She likes having a little more power over me don’t you?” She purred, looking over at Colgate.

“You know it my love!” she yelled, doing a hoof bump to the sky.

“Sure you’re not mind controlling me? You seem to know all of our favorite things.” Meep teased as she opened a different drawer with her magic and pulled out a black rod, cuffs on either side with a smooth, dark blue, cottony layer inside each cuff to prevent chafing. Along with that was a strap that attached to the neck on one side by a collar, the dock of the tail on the other, so as to keep it out of the way and allow more time for play.

I chuckled, eying the rod as she placed it between us. “Nope, no mind control today. Just lucky guesses I imagine?” I grabbed the bar up into my own magic. “Now turn around so I can attach them.” She nodded and did so. Starting with the bar, I attached each cuff to her rear legs, taking in a deep breath as the scent of her arousal grew with the click of each cuff. She swished her tail back and forth, revealing her wet pussy and winking clitoris with each pass of it. Next, with my magic I fastened the collar around her neck, pulling the strap back to gather up her tail in the other end and strapping it in, holding it above both of us and exposing her privates entirely now.

“Hmmm been too long since we last did this,” she said softly, the sound of her breathing slowly quickening.

“Been a long time for me as well,” Chrys said. “So let’s end this bondage fast and do her hard!”

I nodded, taking a deep breath and licking my lips at her tantalizing scent as it filled the air. Looking down, I found the massive purple dildo lying on the blanket beside me. I picked it up in my right wing, still amazed even after all this time how wings could pretty much be used like a hand, and turned it on. Without even touching her with it yet, the quite whirr of it sent shivers down Meep’s body.

“You ready for this?” I asked, and she nodded as well as the collar allowed her to do so.

“Take me hard Chrysalis, make me cum again and again!” She yelled, tensing up slightly when I brought the dildo up to her winking clitoris, her little star shaped hole looking so inviting for a little attention.

“Oh I’ll do that and more.” I rubbed the dildo in a circle around her vulva, putting a little extra pressure each time I came around to her clit. Meep let out a low moan, pressing her backside against the circling dildo, increasing the pressure against her most sensitive places.

Mare juices trickled out of her now, filling the air with their strong almost spicy scent. I turned the dildo to the next setting, making her jerk back at the sudden increase. Then, with a smile at her I pressed the first few inches into her hole right as she winked, rolling it around in my wing to hit all her little spots inside. “Oh that feels great,” she yelled closing her eyes as she breathed heavily through her nose. “Harder, faster, deeper!”

“But of course,” I said and turned up the setting again, pressing it in a few more inches until it was almost to the medial ring. Slowly, slowly I slipped the dildo out until all that was left in her was the tip, then copying what she had done to me, thrust it back in hard and fast, in and out and in and out listening to her screams and grunts of pleasure. Even before I got the dildo to hilt her she came, gushing out a river of mare juices and letting out a sigh of extreme pleasure, her forehooves collapsing in front of her, bringing her rear right up in front of my face.

“Well, guess it is time for round two,” I chuckled and slipping the dildo from her, turned it off and set it to the side. Her whole backside shivered in anticipation, glistening in the faint light of the room. I licked my lips, then grabbing her by her croup, buried my muzzle in her dripping rear, drinking in her mare juices. With a soft groan, she pushed back against me, burying my face into her as well. Her clitoris winked against one of my nostrils, mare juices dripping into it a few drops at a time. I stuck out my tongue, and gave that winking clit a good, hard lick, feeling Meep jolt beneath me. My hooves held her close as I continued to lick, circling it before giving it a little poke with the tip of my tongue.

“Oh Sweet Celestia, keep doing that. I think I am about to cum!” she gasped. I just chuckled and continued circling her clit with my tongue and then poking it, again and again. Then, with one last poke she let out a scream as she came, this time gushing out all over my face. Her hot, sticky mare juices splashed onto my eyes, ears and mane. Both of us were quite drenched in the stuff now, the bed not looking much better. “Ooooh you are amazing with that tongue!”

“Thank you,” I said, smirking. “Shall we continue? I think I still owe you one more orgasm hmm?”

“Oh yes!” she moaned, and wiggled her rump in delight. “I can easily go another round.”

“Very well then,” I said and ran a hoof along her back, stopping at her mane and taking it in my hoof, bouncing it playfully. “Any toy you want to play with specifically?” She quivered at my touch, but nodded.

Bringing out another box with her magic, she opened it and pulled out a slightly smaller dildo, this one pitch black with mottled white spots. There was no vibrating mechanism with this one though, but a thick strap was ran through the back, built to wrap comfortably around a mare’s bulkier hips. There was even a little bit on the opposite end for the wearer to stick in her vagina, after all, better for both mares to be satisfied.

“Hmm this looks fun,” I said, using my wings to pull it on and strap it closed behind me. Adjusting it to fit comfortably in my vagina, I turned back to her. All that extra weight now between my legs felt awkward, especially since I had stuck to females in my transformations so far. But, I kind of liked it.

“And here you were worried about transforming into stallions,” Chrys teased. “Maybe now you will see how fun it can be being the one with the penis.”

I looked up as Meep passed me a bottle of lube. “With this one, we’ll probably need this. Even with how wet I already am,” she said, lowering her eyelids and giving me a sexy smile.

Opening the bottle with my wings, I tipped a little onto my hooves and then brought it down to the dildo, rubbing it into the silicone base and around all the little grooves and edges, until it was as wet and shiny as any stallions’ penis I had seen. I gave a large smile back over at Meep, making her shiver in anticipation where she was still with her rump high in the air. Putting the bottle of lube on the nightstand I adjusted my position and stood up, the dildo wiggling beneath me as it swung slightly back and forth.

“Round three, begin!” I purred and reared up, tickling her opening with it. She let out a gasp, her body pressing her against it. “Eager are we?” I teased, rubbing it back and forth against her winking clitoris. “Shall I let you have it?”

“Yes! Yes push it in, slide it in, fill me up! Please,” she moaned, the tip of her tail twitching in its binds. Well I couldn’t deny such a pleasant request now could I? Taking a deep breath I slid in the first few inches, the lube and her already wet, quivering insides making it easy to begin. I raised my eyebrows in surprise when I could feel her walls clench against the faux penis, making the little bit stuck in me twitch and tickle my insides. Ooooh, I could see this easily giving both of us another orgasm.

I pushed it in another few inches, eliciting another loud moan from Meep, both of us dripping mare juices profusely now. The end inside of me tickled against my walls with the jerky movements of Meep as she struggled to get more of it inside her. With another inch, the medial ring was in line with her opening. I could feel the pulse of both of us through the dildo as our heartbeats quickened, we were both close. Smirking, I pulled almost all of the way out, leaving just the tip inside of her, then, gripping onto her plush thighs I rammed right back in, the medial ring slipping through along with the rest of it, my thighs hitting against her own.

Meep let out a scream and came with another flood of mare juices, her walls rapidly squeezing against the faux penis, making it wiggle inside of me. A moment later she collapsed down onto the bed, pulling me with her. “Ahh pain,” she groaned, looking at the spreader bar.

“Oh right, let me get that,” I said, reaching down and removing the cuffs, pulling the bar away and placing it to the side of the bed.

“Ahh better,” she said softly, her legs now collapsing underneath her, curling up. I reached over and removed the strap holding her tail up as well, followed by the collar, placing them by the spreader bar. Meep rolled over onto her back, cheeks a pinkish-red with afterglow. She smiled up at me, then perked her ears up. “You know, if you are having trouble finding any other ‘shiny’ mares or stallions, I might have a solution for you. Or well for one more at least.”

“With all this wonderful love we have gathered, one more should be enough.” Chrys said. “Plus going to be crowded enough on the bed now with what we already have.”

Hmm well that was convenient. I stood up eagerly, having to control myself from actually wagging my tail. I wasn't a dog after all! “One more should be plenty. Where can we find this other shiny pony?”

Meep grinned. “In an alternate dimension!”

“And how do you plan on us getting there?”

“I’ve been working on a teleporter, with plans on it being able to send its user to any of a number of alternate dimensions, or universes. I’ve discovered eight so far, but only been able to connect to one of them.”

“And what is different with this one?”

“Basically, it is a world where everypony was born the opposite gender as they are here.”

“So you’re saying, there is a world where I am a… mare?” Shiny asked, eyes going big and ears halfway down.

Meep nodded, chuckling. "And your mare self if very good at sexy times," she said.

I had to stifle a laugh as Shiny's pupils shrank to pinpricks, ears going flat down against his head, biting his lower lip, and his face turned almost white. With a groan, he put a hoof to his head and dead fainted. Apatelodes howled with laughter behind us, slapping his side.

"All of you stallions are mares there, including you Apatelodes," she said, and Apatelodes took a deep breath at that, laughter turning into small chuckles. "As for Cole, Chrysalis and I we have counterparts that are stallions. Not only that, but different names, different destinies even in some ponies cases.”

“Ooooh no.” I turned to look at Shining Armor as he stood, albeit slowly as he was sporting quite the erection. “I have an idea on who you have in mind, and the answer is no. We are not going after… him.”

“Oh come on, don’t you want to meet him?” Meep asked, “after all, you are related.”

Shining shook his head emphatically. “No, not if it means he’ll be subject to all this.”

Chrys let out a laugh, “Oh! It must be that Twilight Sparkle’s stallion counterpart! It’s the only thing that would make sense. Oh this would be sweet revenge! We have to go!”

I nodded, “Let’s do it!”

“Excellent!” Meep grinned, ears perking up. “Why don’t we all get a little cleaned up, then meet in the basement. That is where all my equipment is.”

“Sounds like a plan to me.”

Author's Note

Whoo and another chapter done! Sorry this one took so long, homework and life kind of got in the way. (I just hope I can get to where I want to be before the end of the month/contest ends!
Anyway, first time doing a fxf scene so hope it sounds good to you all.
And now you all know who my 'special guest' is, Meep the Changeling!. Meep is a good friend of mine who I have been talking to for awhile, and one day while we were talking the idea for this story kind of came to us, and since their character Meep disguises as Twinkleshine, and the theme idea was 'shiny things' we knew we had to add her. (And yes before anyone asks, Meep did give me permission to use her in my little story. She's even already read the chapter and approved.)
SO, hope the rest of you enjoy as well. And I look forward to seeing you again next chapter! Until then, I bid you goodnight.