Total Changeling Domination

by Very Sleepy

A New Player Joins The Game

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“Yes... yes!!! Harder!” An unmistakably clear feminine voice rang throughout the room almost instantly followed by the sound of quickened body on body contact. From the perspective of one listening in, it was quite clear there was a cock somewhere being pistoned in and out of a very wet and satisfied pussy. “Ahhhhh, fuck, juuuussst like that, don’t let up!” The obscene moaning words escaped from the mouth of none other than Amira, one known by many as princess to the Saddle Arabian kingdom. By the looks of which the mare was in good hands as she was currently lying on her side draped over a rather well-furnished bed as she received a thorough pounding from a stallion lying in a similar fashion behind her. Two more muscular stallions stood above her, softly stroking their members as they watched the perverted scene of the princess being debased in front of them.

OOOoooo… so much better than my husband!” She cooed. An erect cock moved in place in front of her mouth and pushed against her lips, but Amira annoyingly batted it away. Someone was getting a little too caught up in the moment, they had a plan to see to after all.

“Yeah-take it you fucking slut!” The stallion groaned as he delivered a particularly powerful set of thrusts coupled with an echoing slap to her rear. His pace only increased as he neared his breaking point, much to the princess’s delight. “Always so composed and collected in public… how many of your subjects would guess you’re just another horny bitch begging to be bred!” He shouted, emphasized as he rammed his throbbing cock as far as it could get into the royal mare’s quivering cunt before firing out a thick stream of white frothy cum. The princess squealing in orgasmic pleasure as her womb was quickly filled beyond capacity by the stallion’s virile baby batter. Her velvety walls not letting up in the slightest as they clamped down on the pulsating cock and milked its veiny surface for every last drop of precious semen it had.

“Amazingly ironic this is coming from the princess who stands so publically against the changelings…” One of the stallions standing above commented as the sound of a flash illuminated the bed, capturing a photo of the fresh sight containing the royal Saddle Arabian princess, conquered and bred by a mere commoner’s cock. The stallion pulled out of her abused cunt with a satisfied *pop*, the princess rolling over onto her back, chest panting in exhaustion as she took a moment to recover. Her legs were pushed apart by a pony, soon followed by another flash as the camera captured a photo of the thick white cum flowing from her slit.

“I’m not against the changelings, boys, I just have my own agenda...” Amira cooed as she crawled on all fours from the bed and onto the floor. The three stallions took their positions around her as she fell back onto her knees. “The changelings want to welcome us all in… protect and love us so we may live in peace and prosperity. If Prince Haakim had his way, he’d let them do just that. I on the other hand see a much more opportune moment for profit.” Amira went on as she lovingly grasped the cocks on other side of her, softly stroking them off as she talked. “This whole move to secede from the mainland in fear of the pro-changeling movement? It was all a ruse… and it worked perfectly to separate our mare population from their lovers. Now they are in, heh, my protection.” Amira grinned devilishly as she quickened the pace of her strokes. There wasn’t normally this much talking during sex… she had to be short and precise with her lines.

“So you just wanted all the mares in your kingdom alone and vulnerable?”

“That’s right… the fabricated seeds of fear have been sown. All the citizens who fled with me trust me with their lives. Now I just have to take advantage of that fact as I secretly round them up, package them away in crates, and ship them off as sex slaves… or exotic foreign exports, as my buyers know them as. I already have a few dozen clients lined up with yaks, dragons, even a few griffons… anyone with gold really.”

“Oh man, I have to get in on that,”

“It won’t be hard, boys,” Amira giggled as she pumped the stallion’s cocks ever closer to their release. “With so many of them it’s not like they’ll be priced high. Just imagine your very own personal and innocent slave just waiting to be trained into submission… whether they like it or not.”

“Oh fuck!” That did the trick as a stallion grunted, firing off his load onto the devilishly grinning princess’s chest, coating the proudly hanging orbs with a thick coating of his sperm. His partner wasn’t far behind him, Amira aiming his cock’s payload toward her open mouth. The stallion above grinning from ear to ear as his seed drenched the mare’s lips, face, and tongue. Amira cracked open a cum covered eye to ensure the stallion’s cock was thoroughly pumped clean before licking her lips, leaning her head back, and swallowing her creamy gift down with an audible gulp. Amira beamed naughtily at her lovers. Their cum still staining her face and now flowing down between the valley of her glorious breasts.

“Amazing as always, Amira.” A stallion panted. As his comrades started to get dressed he aimed the camera at the beautiful mare once more, snapping yet another picture of the thoroughly cum-soaked and cheerfully naked princess.

Amira was happy to throw a quick pose for the camera but warned, “I better not see any of these pictures popping up in the papers…”

“You won’t have to worry about that…” The sound of a hefty gold filled coin purse hit the floor, only to be promptly picked up by the mare.

“Same time next week then, boys,” She called after them as they made their way out of the room.

“Don’t count on it…” The sound of the stallion’s receding footsteps was heard as the princess continued to sit still on her knees, waiting.

She waited… waited… and continued to wait…

“Are we good?” Princess Amira finally asked, breaking the long silence.

“Yeah… I think that’s a wrap,” Shining Armor exclaimed, having clicked off the audio recording function on the magical device next to him.

“Finally!” Princess Amira exclaimed, in a rather exhausted tone. A bright green circle of emerald fire erupted around the circumference of the Saddle Arabian princess, only to fade and reveal the bustier, taller, darker, Queen Chrysalis herself. Followed up by the stallions who had just recently finished fucking the fake princess walking back into the room, undoing their transformations to reveal them as not Saddle Arabian citizens, but simply changeling drones.

“Three takes!” Chrysalis shot at the drones in a tone not even attempting to sound anything less than annoyed. “It took you all three tries before you finally managed to finish the oral scene without sullying your simple lines! For goodness sake, you don’t need an excuse to have another lay with me, you can just ask! There’s no point in wasting all of our time!” The drones sheepishly scratched their heads and averted their gazes, caught red handed.

“No need to fly off the hinges, Chrysalis,” Shining Armor said with a loving pat on the top of the changeling queen’s head. “What really matters is that we were able to get it done.” The changeling could only pout to herself, crossing her arms on her chest as she magically levitated the remaining cum off her body and into her mouth to calm her nerves.

“Yes master…” She grumbled after swallowing.

“Now then, Haakim,” Shining Armor announced, turning to the real Saddle Arabian Prince. The stallion was still rather… disturbed by the entire scene. Not quite accustomed to seeing someone who looked exactly like his wife having such debasing sex in front of him with multiple male lovers. It was arousing yet rather confusing. “I hope you are satisfied?”

“Y-yes…I think that… that will……do-ddid she really need to say how much better they were than me?” Haakim asked Chrysalis, who grinned mischievously as she rose to her feet and strode over to him. “I mean… i-if this is something my subjects are going to hear, you can understand how it doesn’t quite cast me in the best light.”

“Well of course,” Chrysalis smiled. “We had to make the scene convincing after all. To sell the fact that the princess has been sneaking behind your back and laying with lovers in her chambers to relieve her of her pent-up sexual frustrations. Of course one would realistically be expecting certain… shortcomings in bed as possible causes for that. It’s nothing personal, stallion. I’m completely sure you have thoroughly satisfied your wife in the bedroom prior to Princess Amira’s departure.” Chrysalis said the last part with a slight roll of her eyes.

Prince Haakim sighed to himself, seeing he had little choice in the matter… as always. Under more ideal circumstances, he wouldn’t be in Canterlot and striking a deal with Shining Armor and the changelings for his kingdom, but the situation in Saddle Arabia had forced him into desperation.

Ever since the historic integration of changeling and pony society in Equestria the citizens of Saddle Arabia had been rather on edge. Multiple reports had stated their entire neighboring region had been transformed into a peaceful male-dominated society. Equestria’s women were stripped of all clothing, save for a changeling-enchanted pet collar around their necks, and were paraded around in public on leashes. Public sex of the most perverted fashion was now performed commonly and easily considered acceptable in public, even encouraged in some locations. What would have once induced shame now only brought pride and joy as ponies reveled in the game of attracting onlookers to their practiced mating skills. Even stranger to Haakim was the fact that the many mares in Equestria actually seemed to enjoy the complete overhaul their society had taken. Relishing the constant flow of love, pleasure, and ecstasy they received from lowering themselves to sexual slave status. The prince himself didn’t want to and couldn’t believe a single word of it… until now being able to personally confirm all of this was true and more… much much more. His fears may have been confirmed, but what came next for his kingdom he could only give the changelings partial blame.

Naturally, it wasn’t long before the rumors were confirmed and spread like wildfire within Saddle Arabia. The ponies of his kingdom didn’t quite share the same mindset as Equestria. Well… not yet, as the changelings would put it. Some feared with Equestria on the changeling’s side, they would soon look to expanding their sexual empire with Saddle Arabia being a prime pony-filled target just waiting to be freed of their primitive and dull lifestyle. And they were exactly right…

Some of Haakim’s male advisors suggested they welcome the changelings in as liberators rather than conquerors seeing as the power they had amassed from Equestrian love made them nigh unbeatable. No force they could produce would even stand a chance at defeating the mythical creatures… With Equestria as their power source, surely the remaining kingdoms would fall one by one like dominos... so why not at least earn some goodwill rather than fight a losing battle?

Princess Amira, and many of her female correspondents had disagreed… rather angrily, citing the suggestion as nothing more than a cowardly act of surrender. Whatever compromise there could have been between the two sides never came to be. The discussion was not carried on long, as the princess had her own plans of dealing with the threat. She remained rather unusually adamant over her stance, seemingly having had it in the works for some time. She announced to the Saddle Arabian kingdom that she would be taking every mare, and a small number of trusted stallions who sought protection into her own territory, and seceding from the mainland without them. The majority of Haakim’s female subjects had fled with their princess, fearing an eventual changeling threat, many of which were already facing increased sexual advances from over-eager stallions seeking an early start to the new rules.

Even if the princess had her own noble reasons for splitting the kingdom, it was still high treason in Haakim’s eyes. The move itself, while near successful at segregating the two genders of ponies, had thrown the kingdom into even more chaos and panic… Hence the prince’s current visit to Canterlot in a desperate plea for help.

And feigning a secretly recorded session of cheating sex was what the queen came up with… figures.

“I can see how this could discredit my wife’s subjects from her and drive them back into my lands… but I fear her reputation would only be forever tarnished by this,” Haakim started, eyeing the photographs the changeling drones had taken as they prepared them along with the audio recording. The mare in the picture wasn’t technically his wife, but it did look exactly like her to complete pinpoint accuracy. The changeling queen had even managed to recreate the exact number of hairs in her head, breast size and body shape were child’s play in comparison. If these photos were released every one of his subjects would know what his wife looked like in the nude… and drenched in cum. No small fantasy of his people as far as the prince was concerned. Haakim knew it would be wise to at least think in the long-term for the wellbeing of his wife, but deep down a part of him believed he was just doing this to convince himself he was less eager for this plan than he should be.

“Mmmm, not forever… that is the beauty of it,” Chrysalis purred. “Her reputation will be destroyed… for a time at least. Once my drones are able to thoroughly educate you Saddle Arabian ponies into properly behaving… well, this naughty princess will only be seen as a glorious mare ahead of her time. You see, newly converted mares often feel a pang of, how to put this... ‘regret’. Regret over the fact they had spent so much of their time running and hiding from such a pleasurable existence they never even thought possible. Heh, this slutty Princess Amira will only be seen as a mare who was trying to expedite them to sex slave status. Oh, if only they had listened!”

“Yes… about that…” Haakim started more nervously than ever before with his previous talks with the queen. “I don’t suppose, Queen Chrysalis, that you would possibly ever consider… leaving Saddle Arabia out of your plans for conquest? I-Isn’t Equestria enough to sate your lust?” But the words hadn’t even fully left his mouth before the prince knew it was a mistake to ask. The queen’s once naughty demeanor instantly vanished… to be replaced by a furious glare. Haakim took a panicked step back as Chrysalis took a threatening step forward. Whatever was about to happen next was only prevented by Shining Armor placing a calming hand on the changeling’s bare shoulder.

“Deep breaths, Chryssi,” Shining said reassuringly, giving her shoulder a loving rub.

The naked changeling queen paused, taking a great deal of effort to restrain herself. She withdrew from the Saddle Arabian prince with an averted gaze, as she inhaled a long breath. Haakim watched, still slightly shaking as the changeling’s bare breasts rose and fell with her lungs.

“You are right… I’m sorry, master,” Chrysalis said calmly meeting Shining Armor’s approving nod. “To answer your question,” she went on, turning back to face the prince. “No… we will not consider sparing your pathetic kingdom from our influence, Haakim. To us changelings, our wish to see women treated properly goes beyond simple desires of any other creature… it is an essential need for us. Imagine an ever constant and present nagging voice in the back of your head, always pushing you to fix that which is wrong in the world… And it will never be sated until it gets its wish… I suggest you learn to cope with the changes you will eventually face in your life. Even foals know how to do that.”

Haakim sighed again, realizing he had as little choice in the matter as always.

“But…” Chrysalis added, throwing Shining another glance. “In the interests of peace, I have been made aware that perhaps there are more… diplomatic approaches to ensuring our goals, compared to our previous methods that is.” Haakim seemed slightly calmed by the changeling’s words, earning a smile from Shining. “You may remain in charge of your own people but they will be moved to Equestria and taught to abide by Equestrian laws and changeling customs. Believe it or not, Prince Haakim, we are the force for good here…” The prince swallowed hard and shook, “and as of now you are not.”

With a flash of green light, the changeling drones in the room vanished with the falsified evidence of princess Amira, ready to disguise, infiltrate, and destabilize the seceded region of Saddle Arabian, a personal specialty of theirs. The prince watched as they left for their mission. Even if he was willing to ask for it, there was no backing out of Chrysalis’s plan now.

“Best hurry back,” Chrysalis warned. “Your new kingdom awaits…” The changeling watched with a satisfied nod as the prince hurried from the room and to his chariot outside of the Canterlot Castle.

Shining Armor and Chrysalis watched from the window above down onto the Canterlot streets below as the Saddle Arabian prince departed. No sooner was their business conclude did the Canterlot castle maids enter to clean up the mess the pack of pony disguised changelings had made to the bed.

“Well, considering your track record, Chrysalis, I’d say that didn’t go over half bad.” Shining Armor beamed, softly rubbing his pet changeling on the back. “Cadence will be happy to know she was right.”

“Mmmmm, yes,” Chrysalis mused, partly lost in her own train of thought. “However, I am still left wondering. There’s just not much fire in his heart… Not as much as I would expect that a prince of his stature to have, that is. I worry for his wife’s wellbeing once he gets her back into his bed.”

“Maybe I’m just setting the bar a bit too high,” Shining winked with a chuckle.

“Perhaps you are,” The queen said, with a small hint of a smile. Whatever joy happened to be there, however, soon vanished as she turned back to her master. “I am assuming, with my task completed the inhibitor ring will resume its place on my horn?” She asked, quite obviously the queen wasn’t looking forward to losing her magic again. She knelt lower so that her master could easier lock the magical preventive ring around her jagged horn.

“Actually, Chrysalis, I’ve been thinking…” Shining started, the female changeling instantly perked up. “I think you’ve earned another chance at your magic. Your behavior has improved a good deal and, what with all the Saddle Arabian ponies we’re about to import, it would be rather cruel for me to prevent you from feeling all their love.” It was true, Chrysalis had been improving ever since she had come into Shining Armor’s ownership. Like many mares whom she had ironically played a part in abducting, Chrysalis had been tricked into enslaving herself. A sex slave collar had been permanently locked around her neck in addition to being impregnated by a group of stallions. Not an extremely favorable memory she enjoyed reminiscing of to say the least. Even worse, her predicament from there did not improve as her dream of a complete and total dictatorship over Equestria with her alone on the throne died completely. Instead of ruling her sex-driven kingdom with an iron fist, she was instead one of the few prize women of the men in charge. Passed around from stallion to stallion, taught and trained to obey any command given to her, and pumped full of stallion and changeling spunk in every hole her body had on a daily schedule. And as much as the old Chrysalis would have hated to admit it, she was actually starting to enjoy it. No longer concerned with fighting it… now she was just realizing the benefits of accepting it.

“Thank you master!” Chrysalis cooed, wrapping her arms around the stallion in a tight embrace. A dozen small affectionate perks were planted on the prince’s cheeks conveying the queen’s utter gratitude.

“Alright, alright,” Shining Armor chuckled to himself as his slave released him from her grasp. “Don’t think you’re completely off the hook though. I don’t want to read any reports about oddly vanishing stallions.”

“I wouldn’t dare dream of it, master,” Chrysalis said with another kiss.

“Good, now get out of here,” Shining grinned, planting a light spank on the queen’s bare rump in the direction of the door. “King Thorax and I need to meet with the rest of the council to discuss the logistics of Saddle Arabians impeding mass immigration… and you’ll be thoroughly paying me and Cadence back for this later tonight!” He called after her.

Relieved as though a huge burden had been lifted from her very shoulders, Chrysalis grinned a joyful smile to herself as she strode down the walkways of the Canterlot Castle bordering the gardens. Even now the structure never looked as magnificent as it always had. Not just the castle but the entire city had been repaired from its previous degraded state after months of absence of its residents. Now, the freshly cleaned and furnished streets were better than ever, filled with life once again. As for the perimeter around Canterlot Castle, there weren’t as many royal guards anymore, what with changelings and their newfound strength providing the majority of Equestria’s security now. Most of the royal guards were happy to leave their uneventful and dull posts of glorified ceiling tile counters, but a few remained behind to keep up the tradition… with a few added distractions to their daily routine in pure the interest of moral that is. Chrysalis smiled to herself as she strolled by a purple-colored mare. A sex slave collar wrapped comfortably around her neck accompanied by an attached leash that lead down and up, laced into a stallion’s tightly gripping hand. The only thing the royal guard seemed to be watching was the top of the mare’s head as she softly bobbed it back and forth along his exposed stallionhood. The lovely scene got Chrysalis thinking…

Logistics, finances, dreadfully long meetings, court hearings… The more Chrysalis thought about it, the more she came to realize that she may have actually dodged a magical bullet by not becoming Equestria’s tyrannical dictator. Now, she still had the same amount of sex she would have expected if she were in charge, and with no responsibilities or mundane duties attached. It was a peaceful and beautiful stress-free life. A change she all too welcomed from her previous position. Speaking of which…

“Mmmmm, if it isn’t my two favorite slut sisters in all of Equestria,” Chrysalis exclaimed joyfully as none other than Celestia and Luna strut up to meet the changeling queen. Much like her, the two solar sisters stood tall, bodies completely devoid of any clothing whatsoever. Their warmth and beauty radiating proudly on a full open display to any onlookers as a testament to the full potential female form. Two of Chrysalis’s most prized and beloved conquests back when she was still in charge… But that was in the past. Now there were all sisters in enslavement and couldn’t be happier.

“Chrysalis!” Luna exclaimed happily. The younger of the two pouncing on the dark women in a tight hug, breasts pressing tightly into each other as Luna threatened to hug the air straight from the changeling’s lungs. Chrysalis did not mind a single bit, always having been one to bask in affection.

“It’s wonderful to see you again, Moonbutt. I see you are back from your tour of perversion already?” Chrysalis asked with a warm tone.

“On hold, for now,” Celestia sighed, but making it quite clear she was also happy to see her previous owner again. “Our master has recalled us back to Canterlot in light of everything that is about to happen. We don’t mind if it goes on hold for the time being, seeing as Luna and I would most certainly prefer having a front row seat to current events once more.” Celestia sighed again. “I suppose there is that one aspect of ruling we long for again.”

“Speaking of such, we saw Prince Haakim running by in a hurry. Did not even stop for a moment to grace us with a simple greeting. Which is odd considering our past diplomatic relationships with him.” Luna added. “So… we take it as a sign that means it’s true?”

“Indeed,” Chrysalis grinned. “Saddle Arabia is next. An easy target if there ever was one. It won’t be nearly as difficult as Equestria was.”

“We were quite stubborn,” Celestia said with a warm chuckle, thinking back to the long and arduous conflict her and her subjects had waged against the changelings… but she was not a mare so proud of herself she didn’t know when to admit she was wrong. “With the changelings’ refined techniques and power, I’m sure a smaller nation such as Saddle Arabian will be foal’s play in comparison to Equestria.”

“So many more curvaceous mares to indulge ourselves in… So many new cocks to learn and polish!” Luna hummed to herself as she pictured the heavenly scene. “We can hardly wait for the festivities to begin...”

“And I do so appreciate the stallions of this land for understanding our need to expand our influence.” Chrysalis added. “They can be so understanding sometimes.”

“It’s a quest for unity and love. No one in the right mind would argue that a little more of that in the world wouldn’t be a wonderful thing…”


“T-t-t-t-that i-isn’t me!!” Princess Amira cried out, utterly baffled by the overwhelming plethora of erotic evidence lined out before her on her desk. Photos from every angle of her unmistakable naked and exposed body, as much as she wanted to deny it, it was all there in front of her. A clear picture for every angle showing every detail, nook, and curve her form had to offer. Most of which involved a generous coating of cum, all from the pictured stallions, none of which were from the actual stallion she married.

To make matters even worse, Amira knew these were just copies. The originals were being spread like the plague throughout her settlement by forces unknown. The matter of whoever was doing this would have to wait for later, for now she had to manage the backlash.

“Don’t lie, princess!” Lilith Dawn, one of her most trusted advisors, shouted angrily. “That’s clearly you! Do you honestly think we’re blind!?”

“P-Please… Lilith, you have to believe me!” Amira pleaded. “I never slept with those men! All this evidence… that recording of my voice… it’s all doctored!”

“Hmph!” Lilith grunted, crossing her arms across her chest, almost completely certain of her princess’s treachery.

“It has to be the changelings… they could have easily transformed and faked this evidence! They must be behind this!”

“That sure is convenient that the first changeling drone ever was willing to transform into a mare and get fucked like one, which they’ve never done before… Whatever, even if it is all fake it doesn’t seem like it’ll matter,” Lilith spat, looking out of the window of their office to the settlement below. The other female member of Princess Amira’s cabinet joining her, also seemingly feeling slightly betrayed and angry at the moment. The same feelings were obviously present in the Saddle Arabian ponies below, as seen from their tower.

The desert heat bore down on the sand-filled walkways and markets, but the temperature and gale winds the ponies of this land had come to know was the last thing on their minds at the moment. Panic and fear was spreading through the streets as the incriminating evidence was passed around like the plague. Mares quickly rushing into their homes and grabbing whatever belongings they could manage. Like many others they were out of options. All they could do now was abandon Princess Amira’s protection and beg for Prince Haakim’s forgiveness. None of them seemingly willing to give their once trusted princess the benefit of the doubt that the photographs and recordings were all phony. Everything about this had all been one giant mistake.

“Why would you want to sell us, princess?” Amber Gaze, one of her other advisors asked innocently. The cute average height ivory colored mare clenching her hands together as she shook. “And why for cheap… do you really not see us as women of value?” As always she was asking the important questions of the matter.

“D-don’t be ridiculous! How would I even manage to sell you all into slavery? Who among us would even stoop so low as to betray all of us just to make some easy gold?” The princess retorted, growing increasingly nervous by the moment. “And why would I even be blurting my plans out to some random stallions!?”

“I’ve heard enough of this! Guards!” Lilith exclaimed. Two of the stallions most trusted enough to be included with them stepped forward dutifully with a huff. “Hold this traitorous princess in confinement on the grounds of high treason to her people! At least until we can sort this all out.”

“Yes, ma'am!” The stallions exclaimed in unison before marching forward. The arm of one reached forward, not for the princess, but the neckline of Lilith’s robes. With a powerful flex of his muscles, he tore them off the stunned mare, ripping them clean off her body.

The entire room fell into stone cold shocked silence as the sound of ripping fabric rang out.

“W-What the heck are you doing?!?” Amber Gaze exclaimed in complete confusion as Lilith’s priceless Saddle Arabian robes, made from the finest silks, was reduced to a messy pile of scraps. Lilith herself stood there in her exposed bra and panties, still too stunned to utter a single word. Princess Amira looked onward, confused, but thankful the attention was being drawn off of her for the time being.

“What the heck?” The stallion guard muttered, staring at his hand as if the limb had just acted of its own free will. “A thousand pardons, Secretary Lilith, I-I… I don’t know what just came over me!” He said as roughly landed a sharp spank on the mare’s exposed bottom. Lilith let out a light yelp as the stallion immediately followed up by pulling and snapping the flimsy underwear from her legs, leaving her lower half now completely exposed. Now the mare was allowed to collect her thoughts as she angrily turned to the stallion guard assaulting and stripping her.

“Fucking hell… another traitor in our midst!? I should have known a stallion of all things could not be trusted,” Lilith spat angrily, unhooking her bra and tossing it to the side. Her respectable melons bouncing free for all eyes to see. “You’re all the same… Just waiting for our backs to be turned before pouncing on us like helpless animals!”

“I-I don’t think he… are you feeling alright, ma'am?” The other guard asked as he worked on removing his armor. He fished his cock out, it just happening to be rock hard in a confused erection from the sight of the completely nude mare.

“I’d wager you’re in cahoots with this dirt bag as well, aren’t you?!” Lilith accused, dropping to her knees and scooting over to the undressing stallion guards. “Criminal scum,” She spat, as she began sensually stroking the duel members of the supposed enemies of the state before her with her soft hands. “I’ll see you both rot-” She began, interrupted as she took one of the cocks into the warm and wet confines of her mouth, “-for the rest of your-” She switched the other stallion, “-days….oh…mmmmm.” The anger the mare seemed to hold faded away as she began to suck in earnest. The two stallion guards above grinning lustfully as they were serviced.

“W-What is happening?!?” Amber Gaze exclaimed in even more panic than before, slowly stepping backwards towards the window from the spontaneous perverted scene. “Lilith ordered them to arrest the princess… in what universe does that lead to her giving them blowjobs for no reason?!”

Princess Amira, on the other hand, continued to sit at her desk. Oddly enough seemingly more entranced by the entire scene than horrified by it.

“G-Get ahold of yourself Lilith! Please!! Before somepony sees this!” But something out of the corner of Amber Gaze’s eye caught her attention, and with much effort, she managed to momentarily break her gaze off her young colleague to view the settlement streets below.

A vast pink sphere was seen now, large enough so that it encased the entire settlement in its protection. The first step of necessary protection in the event of a… changeling attack. But a quick view of the clouds and area outside the settlement revealed no such threat.

“Mmmmm,” Lilith cooed naughtily as she rapidly pumped away at the two slick cocks in her grasp, a complete reversal to her normally uptight self. She winked seductively as she skillfully held the disappointed stallions off from the brink of release. “Don’t cum just yet you studs… Just wait until you’re balls deep in my cunt before you let that delicious cum fill me up.”

Amber Gaze did her best to ignore her counterpart as she continued to stare out the window, scouting the settlement below. No alarms or bells were ringing, not as they should be in practiced changeling procedure. The mare took another closer look at the edge of the pink magical dome encasing the settlement.

“Oh my gods…” Amber gasped from what she saw. Mares were standing on the walls of the magical sphere, banging at the pink energy in an effort to break through it. All of which was in vain. “That spell isn’t trying to keep anything out…. Someone is trying to keep us all in!”

A finger lightly tapped her on the shoulder. Amber Gaze spun around.

“Boo!” said a dark, feminine, and wicked-sounding voice in a rather naughtily playful tone. Whoever or whatever it was, didn’t allow the mare ample time to get a good look at it as the figure dispersed into waves of pink energy. The bright pinkish magic flowing around in circle and waves before shooting towards and into Amber’s ears and open mouth.

“S-Something just flew in me!” Amber Gaze exclaimed in a panic, hands shooting to and feeling her head as if they were searching for something off. The mare stumbled and spun around in a daze away from the window, all while Princess Amira looked on with a quizzical and slightly curious expression. Soon after Amber came to a sudden halt, standing completely still. The pink energy came flowing out of the mare’s skull soon after, forming before her to reveal the shape of a figure…

It was a female changeling. Its skin as black as night, its eyes and hair glowed with strong pinkish hue… not like the green and blue of the only other female changeling they thought existed, being Chrysalis. This one was different somehow.

The changeling materialized back into her naked form before Amber, not a single stitch of clothing or hint of shame on her body as she licked her lips in utter delight.

“Absolutely delicious! Wonderful just…. wonderful! Fantasies abound with perversion as promised!” She purred as if in pleasure. Strolling up and embracing the hips of the frozen ivory-colored mare with one arm as she gently cradled Amber’s chin with the other. “This little mare dreams of being a tied to a bed… whipped, teased, and…. Oooo… impregnated by a stallion she never even sees!” The changeling’s gaze shifted over onto Lilith, the other mare now on her hands and knees being happily spit roasted between two strong cocks. “And that little mare dreams of being railed six ways to Sunday by a wide assortment of lovers… and what’s this? She prefers they all finish inside? It certainly would leave less of a mess on this beautiful carpet. I think that I can arrange that…” The female changeling’s horn glowed softly for a brief moment, the two stallions in the room nodding dully in response.

The changeling shot her attention back to Amber as she withdrew, the other mare mirroring her exact movement in her trance-like state. She tested her own breasts, notably larger than the pony’s, and noted as the mare did the same.

“Tsk, tsk. Shame on you girls for looking down on your princess like that! A mare having enough of a spine to experience her darkest fantasies should be celebrated, not shunned! That type of backwards thinking belongs in nowhere but the past. Not like any of that is quite so dark and depraved either… I’d expect more from virgins. And as for plotting to sell all you girls into sexual slavery… well… I think we can all agree that would have been best. I mean, honestly, girls, an all-female settlement? There’s no way you would be getting the recommended quota of cock with stupidity like that! Ugh!”

She stepped closer to Amber, unbuttoning invisible clothing causing the mare to unbutton her actual garments. “Would you like that dear, hmmmm?” The changeling asked with a tilted head. “Do you want to be sold and domesticated? Made to sleep in a cage? To be used as a sex toy and cum dump for the rest of your days while we feast on your love? What do you say?”

“Mmmmm hmmmmm….” The mare droned as she slowly nodded her head.

“Oh! So weak willed! I love it!!!” The changeling squealed. With a strong flash of magic, the strange women blasted the mare, bathing her in pink magical energy. The remainder of her clothing evaporated in black ash, falling from her now naked body. She playfully pressed her breasts up against Amber’s bare melons as she leaned in and softly whispered, “call me Vixen, dear… You and I are going to be very well acquainted over the next few weeks while we teach you Saddle Arabian ponies your proper place.”

Amber Gaze only continued to nod dumbly, which Vixen slightly frowned upon seeing. The glow of her horn receded as the spell holding the mare faded. Amber quickly caught herself as she returned to a normal state, hands flying to her privates in an effort to conceal them.

“W-What do you w-” Amber began before being interrupted with a single finger placed over her lips.

“Now now… a good pet only speaks when spoken to. A gooood pet is only seen, not heard.” Vixen cooed, removing her index finger from the mare’s lips. Amber remained silent. “Mmmmm, good. I knew you ponies were fast learners. Now… on your knees, my little pony,” Vixen said gently placing two hands on the mare’s shoulders and softly pushing her down to the floor, offering encouraging words all the way. “There we go… that’s a good girl!” Amber Gaze assumed the humiliating position, no longer fully concerned with covering her exposed body. “Wonderful! Now, my sexy little pet, you may ask one question as your reward.”

The mare was still hesitant to speak, but she managed to muster up the courage, “W-what is it you want from us?” Amber asked, staring up into the lustful female changeling’s eyes above her.

“That’s Mistress Vixen to you, mare,” The changeling chided, patting the head of the pony. “And as for our demands… We just want full rights to your bodies and minds. That’s all, nothing too crazy.”

“AAAAAH YES!” Lilith was heard screaming in ecstasy as her walls clamped down on the pulsating cock lodged deep within her just as it expelled copious amounts of virile semen into the depths of her womb. “Fill me up!! Fucking knock up this naughty slut! Mark me as your own!!”

Amber didn’t even want to look over at her mind controlled colleague as her insides were painted with the stallion’s thick cum. But, judging from the sounds, it didn’t seem like they were anywhere near done yet. The mare released a soft whimper of fear as the true gravity of the situation settled in. They were all at the changeling’s complete mercy… just as they feared all along. Nothing had changed.

“Awwwww, don’t do that little mare,” Vixen reassured as she softly petted the mare’s hair. “This is a good day for you… Probably the best day in your life! You just don’t quite know it yet… OH! Amira! Heheh, you’re still here?” The changeling called out, turning to face the Princess, her ever-present grin growing even wider. “Boss is waiting for you in your chambers. I wouldn’t keep her waiting any longer if I were you… But I understand how enticing it can be to watch me break in my new toys.” She emphasized her point by leaning over and roughly spanking the bare butt cheek of the helpless mare.

Princess Amira didn’t say a word as she got up and exited the room, leaving her cabinet at the mercy of the boundless lusts of the female changeling.

“Mmmmmm good…” Amira heard from behind as she walked away. “Now that our naughty little voyeur is gone what do you say to me diving into those delicious naughty memories in that head of yours, hmmm?”

Amira shuddered to herself as she exited earshot. The streets below had grown more quiet than usual. The cause more than likely being that changelings were in the process of infiltrating the area and having their way with her subjects. Their fates likely to be similar to Lilith’s and Amber’s. As Amira pushed open the double doors to her bedroom, she saw her, the perpetrator of everything befalling her subjects.

Laying rather comfortably on her bed was none other than a changeling queen. She appeared similar to Vixen, thin, jet black skin with pink eyes and flowing hair. In comparison, this changeling was also slightly taller, and her bust slightly larger, easily in the F-cup range. But the most notable difference between the two female changelings was the massive throbbing cock jutting out between the queen’s legs. It pointed straight into the air, hard as a rock, veins pulsing along its circumference… and the entire package seemed to have Amira’s name on it. Not literally of course.

Princess Amira took a hard angry glare at the queen’s throbbing cock then to the changeling herself before speaking. “Well… if it isn’t the moronic Queen Nexia... I see the world still continues to suffer for the mistake of your copulation…”

The changeling queen returned an equally furious glare. “Strong words coming from the princess so incompetent at her job she almost bankrupted her entire country with her frivolous spending…” She spat back.

The two powerheads continued to fiercely stare at the other. Neither one moving an inch as electricity was practically felt in the air.

Then the two of them broke out in tandem laughter.

“HA-Hahahahahaha!!”

“Hahahahahahaha!”

“Heh, oh my, hehehe…” Princess Amira giggled, wiping away a tear from her eye. “Mmmm, I’ve missed you, Mistress. How long has it been since our last meeting anyway?” She asked, the tense energy in the room completely replaced by humor.

“Far too long my little mare,” Queen Nex cooed with a sultry smile. “None of the other ponies or girls of my hive can take a pounding quite like you… Now get that delectable little body over to your queen…”

Amira practically sprang towards the changeling queen in a skip, not missing a single beat as her priceless royal gown and underwear were disintegrated into ash off her body. Nexia swung her feet off the side edge of the bed as the princess happily took her position on her knees in front of her.

“Did you enjoy watching Vixen’s performance on your cabinet? Splendid work for a single woman… But I would expect nothing less of my best girl.”

“She’s amazing as always,” Amira said. “For as long as I’ve known them Lilith and Amber always have been too caught up in their work. What they really needed was just a cock or three inside them… But I couldn’t exactly say that as their princess, now could I? Heh.”

“Well, don’t worry about a thing then. Vixen will have those mares tamed and trained into obedient little pets soon. She never has been one to fail me.”

“Oh, I’m not worried about a thing, my queen. It won’t even be hard on her. I don’t need your special mind powers to know those two were just sluts in hiding. They just need to get over themselves… just like I was trained to do.”

“Well put,” Nexia purred.

“And… on another note differing from Vixen’s performance… How was mine?” Amira asked, leaning inwards in anticipation of the answer.

“You did well, slut. Very well…” Nexia cooed, lovingly petting the mare’s head as if the princess of Saddle Arabia was little more than a dog. A very good and well-behaved dog. “It’s just a shame Chrysalis and her hive made their move on you sooner than we predicted. I would have preferred if we were able to extract the last remaining mares from the mainland over into our little trap… but *sigh* I suppose those here will have to do… for now.” The changeling’s pet princess began to giggle to herself slightly. “And just what is so funny, my pet?” Nexia asked.

“Hehehe… I still can’t get over the fact. Chrysalis and her drones made false propaganda that framed me for exactly what I was planning on doing!!”

“Mmmm, well that Chrysalis always has been a crafty one… but you no longer have to worry about her and her hive. We will always be one step ahead of her.”

“Aaaannnnd… since I upheld my end of the bargain…” Amira began hinting, nudging Nexia’s knees. Now that the plan had moved along to its next stage there was no point in needing to hide it anymore.

“Of course,” The queen smiled, “your ploy to lure all the mares into defenselessness has made our job infinitely easier. I’d say you more than earned your reward.” With that, the changeling magically produced a black circular collar, one with Amira’s name engraved in silver on the front of it. The mare watched with wide eyes as it formed in the queen’s hand, feeling changeling magical energy pouring into it as her heart began to race with excitement. “You realize what putting this on means, my little mare? Your life as a free pony ends, permanently. You will be forever marked as my personal and obedient sex slave for the remainder of your life, who will serve me and my endless lusts to the best of her abilities. There’s no going back from this.” She finished, wagging the magical collar in front of the mare’s face, almost tantalizingly.

“Yes! Yes!! I accept it all! Everything and more!!” Princess Amira squealed in excitement, grabbing the collar from the queen’s hands and bringing it to her neck. The princess released a gasp of air as the ends of the collar shot around her throat and fused behind her. At first the collar was too tight, almost uncomfortable to the mare, but to her relief, it adjusted itself to a comfortable fit before settling into its new home above her chest.

“Mmmmm, a wise choice,” The queen grinned as she Amira felt the collar with her fingers in pure wonderment. As the collar finally finished settling, a small round silver loop formed on the back end which Nexia happily hooked a bright purple leash into, the other end of which was wrapped around her hand.

“So…. now what?” Amira purred seductively at her new and now official changeling owner.

“My my… so misbehaved for my new pet! I would be a mockery of my hive if others caught wind of this!” Nexia chided playfully, grabbing the base of her cock and angling it towards the princess’s mouth. “First lesson, slave. Your mouth’s main purpose is to pleasure those above you… talking comes last.” She pulled at the leash in her hand yanking Amira’s head over to her cock in a not so subtle hint.

Amira remembered a similar lesson Vixen had enforced earlier. She knew her mistress held no ill will behind her words, only pushing her in the right direction because she loved her. She nodded happily before daintily opening her lips and taking the queen’s enlarged cock into her throat. The mare moaned in a strong purr as she began to bob her head in earnest, eagerly swallowing down all the precum the cock was already firing down her throat like a well oiled machine.

“Gooood mare…” The changeling queen cooed as she watched the ruler of Saddle Arabian diligently attend to her magically member like a common whore. The princess shuddered in pleasure from her mistress’s compliment as her new owner’s grip on her leash relaxed slightly. “I knew from the moment I saw you that you weren’t meant for ruling over others. No… you were just another mare looking to get off but trapped in the ever so unfortunate position with a reputation to uphold. But don’t worry your cute little rump about that anymore… I’ll take care of everything now…” Amira hummed in delight as she increased the pace of her sucking. “And as for your question pertaining what happens next… I suppose I have left you in the dark.”

The changeling’s horn began to glow lightly as thin tendrils of pink magical energy formed along the surface and snaked through the air towards the vulnerable princess. Similar to Vixen’s energy, they made their way to and inside the pony’s head, forming a connection back to the changeling’s jagged horn.

“Shhhh shhhh….” Nexia moaned softly to comfort the mare who seemed to fidget uncomfortably as the changeling magic washed over her, all while she continued to take her mistress’s cock down her throat. “Don’t fight it, dear… let it all in… let it take control…surrender… relaxxx…” After a decent amount of involuntary struggle, Amira was actually able to relax, her pose falling back to appear much less tense as the magical tendrils glowed ever brighter. “Gooood girl!” The changeling cooed, happier than before as she was allowed complete unhindered access to her slave’s mind.

Countless memories of every sexual and dirty act the princess had ever performed flooded into the changeling’s mind. Nexia didn’t leave a single moment unchecked as she witnessed the thoughts and emotions that constituted the entirety of Amira’s romantic life in an insant. The overwhelming sensation was… disappointing to say the least. Nexia could see her sex life had revolved entirely around that Prince Haakim pony… A stallion she cared little to learn much about other than the fact that he was a pony who had not yet learned to indulge himself in the wonders of the women he was paired with…

The changeling softly pulled the princess off her cock, holding the princess’s head still as she softly scanned through her memories again. “This… husband of yours… how often did he service your needs?” She asked, a mere formality seeing as she could just as easily see the answer in the pony’s mind. But she still preferred it if the answer came from the mare’s own lips.

“Once every two… weeks, if I was lucky,” Amira sighed, a rather generous estimation Nexia noted.

“And he never once bred you? Gifted you with the sensation of impregnation and motherhood?” The pony shook her head in shame. “Well... my little pony, it seems as though this problem is quite widespread…” Nexia sighed. It seemed ever present stallions needed a reminder on how to treat their mares properly. “But we will be fixing this… for all of you!” Nexia snarled with a predatory grin, her magic drifting downward from the pony’s head and enveloping the remainder of her body. Amira’s body was thrown onto her bed, facing upwards as the changeling pounced on top of her like an animal above its prey. “Not fucking such a delectable woman daily should be a crime… It WILL be a crime in my kingdom when I’m in control!” She growled, her cock positioned in place directly in front of Amira’s pussy lips. Magical binds secured the princess’s wrists down, unnecessary as the mare knew the point of escape from her welcomed fate had long since passed. She could only softly moan and purr submissively as her changeling lover’s attitude became more feral.

Nexia thrust without warning, her staggering cock piercing the entrance of the princess’s wet tunnels. The veiny shaft sliding in effortlessly through Amira’s walls. The changeling’s hips didn’t stop until her entire member was buried inside her prey. Amira moaned lewdly as the sensations rocketed through her body. Pleasure… warmth… domination… and all from a feral single thrust. The thick emotions flooded through the mare like she had never known, everything which Nexia felt through her constant connection feeding on the mare’s mind. Amira’s moans converted to soft whimpers as her owner’s cock withdrew, leaving her with a saddened feeling of emptiness. She wasn’t left wanting for long, however.

“You are MINE!” The changeling queen growled to her slave as she thrust herself back inside, faster this time. “Your ponies are MINE!” She growled louder, emphasized with another powerful thrust. Amira screamed in pleasure as it rocked her body. “And your minds are forever MINE!” The changeling exclaimed as she started to piston her mighty member in and out of the princess’s royal cunt without the slightest bit of relent.

“Ahhhh!! YESS!!!! YES!!” Amira cried as the changeling claimed her thrashing body. Her knuckles clenched white as she attempted to remain conscious through the barrage of pleasure her form was unaccustomed to from the masterful lover. Her vision was already starting to fade from the sheer force of the queen’s assault, only to be replaced by sights that were not her own.

Amira experienced what could only be described as an out of body experience as she saw through the eyes of the queen’s many female changeling minions shared from Nexia’s mind into her own. One particular changeling underling’s tongue was sensually sliding down the throat of white haired mare who lustfully moaned in relaxation as the drone made short work of her bra. A magical cock had no sooner appeared and grown to full length before it plunged into the mare’s most sacred of places like it belonged there. Amira’s vision altered to that of another female changeling playfully groping at the tits of another mare from behind as another sly changeling snuck between her spread legs and dealt the mare’s snatch a fierce tongue lashing, thoroughly licking away at the cream filling she herself had freshly pumped into the helpless pony’s claimed pussy. Elsewhere in the market, Amira watched as changelings who were finished using their prey, as evidenced from the leaking cum around their holes, tossed their bodies in the air where they landed in pinkish pods. One particular pony still wore her skirt which had been pushed upwards, as well as her panties which were moved to the side in the heat of the moment. All such clothing dissolved away as the mare’s bodies themselves were left unharmed by the goo of the pods. The women trapped inside slowly closing their eyes as they were put into stasis, their pods being carried away by the changelings’ magic, treating them as if they were mere merchandise being shipped away so that they may be sold.

Amira’s vision flashed back to reality as her mistress cut the live feed her minions feed through her mind.

“Heh, how does it feel to betray your own ponies for the greater good, slut?” Nexia grinned with a cocky smile as she quickened the pace of her thrusts. The fleshy rod sliding in and out of her passage at an almost blurred pace, hitting spots inside her that Amira never even realized she had.

“Ah! Ha… F-fucking amazing!” Amira cried as she fully surrendered her mind, body, and soul to the creature. She knew the changeling would keep her around, but as nothing more than a simple toy, used only as a repository for gallons of spunk just waiting to be pumped from the queen’s swelling sack. Her only regret was that she hadn’t given herself and her ponies to the changelings sooner!

“Good girl…” The queen moaned as her long forked tongue snaked out of her mouth and entangled itself on the mare’s, slightly muffling her moans. The ever constant sound of their hips meeting echoed throughout the bedroom as Amira’s juices flowed freely from her cunt and onto the bedsheets below.

Nexia was starting to lose herself in the heat of their passion. Her cock driving itself into the mare’s warm snug tunnel at a more erratic pace than before. She tensed up suddenly, the pure sensation being too much for her cock to handle any longer. Nexia threw her head back with an orgasmic scream of delight as she hit her peak. Burying her magical member as deep into the mare’s tunnel as it could possibly go just in time as the dam burst, flooding the pony’s pussy with her virile seed. Amira released her loudest moan yet as she felt the warmth quickly drenching and filling every inch her womb had to offer. Sparks and floods of pure and perfect ecstasy filling the minds of both changeling and pony through their mental connection. The once proud princess reduced to a moaning, quivering, and panting mess as she was creampied by her new changeling owner who lay above her grinning a victorious sneer.

At long last, Nexia retreated down from her high as she finally managed to catch her breath. She couldn’t lie, glancing back down at the princess she had just defiled was quite the pleasurable sight, one fit for the record books. A small layer of sweat coated the pony as the magical bonds that held her wrists in place were released. Her stomach now bulging slightly as a result of her own cum. Nexia gave a few more small thrusts, ensuring every drop from her cock was residing within the mare’s passage. The changeling pulled out with an obscene pop.

“It seems like everything I’ve heard about you mares was true after all,” Nexia grinned as she repositioned herself lying down, so that her face was mere inches away from the slave’s abused pussy. A trail of thick white cum was already starting to leak out, which Nexia sensually inserted three fingers into, coating them in the pearly spunk. Upon removing her fingers from the mare’s cunt, a quick flash of her horn followed next, magically sealing and preventing any more of her gift to the mare from flowing out. Her three digits, soaked in a mixture of her own cum and Amira’s juices drifted towards Amira’s mouth, the changeling knowing all too well the princess needed no order to start a thorough cleaning. “Perfectly shaped and formed in every way to be a splendid little storage for our cum… And, heh, equally submissive… actually willingly enslaving yourself to anyone who knows how to wield a cock properly.”

“Mmmmm,” Amira moaned in delight as her mistress’s praiseful words poured in.

“And make sure,” Nexia continued, lovingly rubbing the mare’s slightly expanded stomach “you get nice a pregnant now. After all, you are my prize. Everyone should know and see who has laid claim to your body.”

“Yes, mistress!” Amira cooed happily. After a brief moment allowing them both to catch their breaths, her owner rose from the bed, the princess following her steps quickly as she hopped off herself, following on her hands and knees. The pair made their way over to the window overlooking the rest of the Saddle Arabian settlement.

“Splendid… it seems as though my girls are just about finishing up with their prey,” Nexia said. The settlement, once full of life and energy mere hours ago, was now growing more still. Endless scraps of torn and burnt clothing littered the entirety of the area, slowly blowing away in the wind to be buried in the sand elsewhere. The streets were covered with dozens upon dozens of pods, far too many to easily count. Each one carried a softly snoozing and naked mare as they were kept in a magically induced sleep. The last few of her drones were finishing up and sealing the Saddle Arabian mares in empty pods, as the others scouted out every nook, corner, and hiding spot of every house the settlement had, ensuring not a single mare managed to escape from their clutches.

"What now, Mistress?" Amira thought to herself, knowing full well her mistress was reading her thoughts as she snuggled into the changeling’s leg lovingly. She couldn’t put into words just how grateful she was to the queen for granting her and her subjects such a pleasurable fate. There wasn’t a doubt in her mind that she had made the right call siding with her and Nexia knew it.

“Now, my dear pet, we are taking you girls to our new home, far up north… to Equestria… Your ponies will be sold and live the remainder of their days as sex slaves, trained specifically for ponies and changelings alike. We’ll see if the stallions of your land come chasing after you. Heh, I’m sure they’ll be plenty grateful for resolving their petty conflict and training their wives. I, on the other hand… hehe, let’s just keep that a mystery for now.” The nefarious queen giggled as she softly pet the mare’s hair. “For now, say goodbye to this land. None of you will ever be coming back…”

“Good…” Amira said. “I’m so sick of sand.”

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