Total Changeling Domination

by Very Sleepy

Breaking the Humans

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“Chrysalis… you in here, babe?” Shining Armor called out as he peeked inside his slave’s chambers. The curtains were drawn over the windows, casting the room into a depressed darkness.

“Mmmmgrfflllzppp…” A dispirited changeling answered back from underneath a mountain of blankets.

“The others told me what happened with the mirror portal… I’m sorry, girl… I know how you feel. But you can’t just stay in your room moping like a mare all day,” Shining Armor sighed, as he opened the curtains. A harsh hissing sound was heard as the queen reacted to the bright light. Using his magic, the unicorn yanked the blankets off the bed, revealing the naked-as-always backside of the changeling queen. He took a seat on the bed next to her before placing a comforting hand on her ass. Like any decent slave owner in Equestria, he was responsible for his slave’s wellbeing, including her physical and mental. “So what if the human world slipped away? There’s still plenty of more fish in the sea.”

“But I wanted the whole sea…” Chrysalis grumbled sadly.

“Well, you still have some humans here! And… ummmm… they seem kind of cool! They even called me a ‘chill bro’, I have no idea what that even means, heh, but it seems like we’re already getting along well! They seemed pretty ‘down’ with what we told them to do.” Shining beamed proudly at his latest diplomatic achievement, before coming to a pause. “Except… the portal to their world is destroyed now, which means none of them are going to be able to go back home! Sweet, Celestia… I hadn’t thought of that… A-and I-I-I don’t know how well they are going to deal with the portal thing! O-oh man, t-they are going to be so freaking mad!! I thought we were set to become best friends… but now they are just going to hate me!!!”


“Sister? Master? You two in here?” Cadance called out as she peeked into Shining’s slave chambers. The curtains were drawn over the windows, casting the room into a depressed darkness.

“Mmmmgrfflllzppp…”

“Hmmgggllrrrgggg…”

Two voices answered back in unison from underneath a mountain of blankets.

“Oh for goodness’ sake!” Cadance sighed with an annoyed roll of her eyes, using her magic to yank off the blanket on the bed to reveal Shining Armor had taken a similar face down position on the bed next to the changeling queen. “I expected this kind of behavior from one of my own gender… but from a stallion?!” Cadance huffed, picking up her depressed husband with her magic. His moping body hung limply in the air as the alicorn levitated him out the door. “Twilight!”

“Yes?” The lavender alicorn asked as she was tossed the pouting stallion whom she caught with her own magic.

“Take Starlight, go into town, grab a few lucky sluts from the pound, and see if you girls can help get him out of his sour mood! Shining usually loves knocking up a few mares.”

“Aaaaa!!” Starlight exclaimed in a panic as Twilight’s magic enveloped her and carried her away, along with Shining in the wake of the flying purple blur.

Cadance sighed again as she watched the group depart before turning back to the still prone Chrysalis.

“The humans we have are still waiting for our guidance…” Cadance said. “Shining said he could see it in their eyes too. Their lust for their female classmates. Isn’t that something you want them to explore, Chrysalis? Hmmmm?” But Chrysalis just groaned again, not moving from her sunken position. “Cooommmeee onnnnnn, sister. Cheer up!” the alicorn pleaded as she jump on the bed. Laying down atop of the queen herself. Perhaps the feeling of breasts grinding into her backside would help. She sensually rubbed her bust up and down along her spine. “Just imagine all those bookworm sluts you picked up from their world… Renouncing their meaningless studies and rights before donning a slave collar… How happy they’ll be with a thick throbbing piece of meat lodged between their legs… Frying their brains with unimaginable pleasure…” Cadance’s hands squeezed themselves between Chrysalis’s frontside and the sheets. One hand taking an ample black breast into it as it aggressively started to play, while the other hand snaked between the changeling’s legs to finger her folds. The alicorn gave a slight smirk upon feeling that Chrysalis was still wet. She was always wet, there probably wasn’t a moment in her life when she wasn’t. Even in this depressed state of hers… That’s a changeling for you.

“Go away….” Chrysalis groaned turning her head to the side.

“Hmph,” Cadance pouted. She had never seen the changeling queen this down in the dumps before. “Do I need to make that new changeling girl come in here and forcibly change your mind and make you cheer up?”

“That traitor…” Chrysalis growled as she slammed her face back into the bed. “I welcome her into my family and that was how she repays me. There is no telling what secrets she could have extracted from my mind. All without my knowledge! She probably isn’t even here anymore… She’s taken everything she knows and scurried back to her true queen. I’m sure Nexia is already hatching some evil plan. I would have her burn a fiery death along with my eldest sister...”

“Seta is still here…” Cadance said firmly. “And you know, Chrysalis, she was completely justified in stopping you. You were about to kill Sunset! A mare! Did you forget all the times back in the hive you taught us that only men in this world deserve to die? Us girls, on the other hand, just don’t know any better!”

Chrysalis groaned again. Try as she might, her mind could not find a single male to blame this time. Herself, Seta, Sunset, her eldest sister… all of them were women. There went her easy cheer up.

“We’re leaving this castle right now,” Cadance said, not willing to give up on the changeling she considered part of her family, “I know just what you need!” Using her own alicorn magic, she levitated the frowning queen up off the bed and carried her along with her as she flew out the castle window.

“What about the humans…” Chrysalis half-heartedly grumbled.

“The others can handle the humans’ big ceremony. Celestia and Luna are just taking a few more measures before they finally begin,” Cadance said, gesturing over to the side of the Friendship Castle. There stood, what was once Twilight’s School of Friend now renamed and remodeled as The School of Debauchery, where the magic of sex was taught to all. Males and females of all species of Equestria came together to cum together. The humans being planned to be the school’s newest students!

“The fuck……” Chrysalis muttered, having momentary replaced her depression with confusion. “W-where did that school come from?! That entire building was not there last I went into the castle!!”

“Anyways, they can handle the humans without us for now,” Cadance beamed. The plan involving the CHS students coming together was bound to be steamy, something the two of them were bound to love. But, heaven knew Chrysalis didn’t need anymore reminders of the billions of lives she was missing out from the portal’s destruction. Seeing a hot scene with them would only twist the knife in deeper into the queen’s proverbial heart. “We, on the other hand, are going to do what I used to do, before the changelings, to cheer myself up whenever Shining acted… well… like he was a few minutes ago.”

“And that is?”

“We’re going out drinking at a bar!” Cadance exclaimed. With a flash of her alicorn magic, the couple was gone.


“Sister? Sister!” Human Luna called out, having awoken inside a medical examination room of the School of Debauchery. She quickly jumped out of her own bed she had apparently been sleeping in. She threw aside her confusion for the moment to jump to her lost sister’s side.

Celestia was there! Thank God and the lords above! Her sister had somehow made it through the portal after all! The woman was laying rather still underneath a white sheet, which covered her entire nude body up to her bust. It provided a rather noticeable set of mounds in the sheet which her sister tried her best to ignore. A wet rag was draped across her sister’s forehead, hinting she had been experiencing some rather painful headaches as of late.

“I see you’re finally up, sleepy head,” Celestia smiled.

“Sister! Y-you’re here! I can’t believe it!” Luna exclaimed.

“Of course I’m here. But what about you, Luna? I’ve been dying to ask how on earth you ended up here!”

“What do you- Oh… I forgot you don’t know... We… well-I’m not quite sure how to tell you this, sister,” Luna solemnly said, growing visible more serious and sad at the same time. “You see, our town received a warning of an imminent nuclear attack at our location… And in our haste to escape, we all jumped through the portal in an effort to evade the blast that would have likely been inescapable otherwise… You-you weren’t present at CHS that morning… I feared the worst...”

“A nuclear attack?!” Celestia gasped.

“It could have just been a false alarm!” Luna quickly assured. “Another Hawaii incident! But if something did happen, you know as well as I that it is likely not safe for us to ever go back.”

“I suppose that trumps my story for a bad day,” Celestia shivered.

“What did happen to you, sister? You were never one to be tardy for a school day.”

“Superintendent Sombra happened to me,” Celestia said with a growl in her voice, just before she quivered, remembering the twisted mechanical fucking machine he had strapped her into. The more she tried to resist and panic, the faster the dildo was pumping into her cunt as an electrical current zapped her intelligence away. On the other hand, trying to relax in an effort to slow the machine’s pace down felt as though her body was learning to enjoy such treatment. She couldn’t quite remember which method she ending up preferring more… “We can discuss the details of that another time though,” Celestia sighed, clearing the unsettling thoughts and emotions coursing through her relating to the incident.

“S-Sombra? Minus a small drinking problem, I thought he looked like an upstanding gentlemen,” Luna started, completely shocked with this new revelation. “I suppose they all do. But you’re right, sister. We need a plan of action for what we should do next. The future should be our main concern.”

As if on cue, the door to the room opened. Naturally, the vice principal briefly turned to see who it was… and found her jaw dropping to the floor.

“Heh, sister, meet… myself,” Celestia giggled, unable to help herself.

There, in all her nude glory, stood a towering alicorn version of her sister. A spitting image of the woman she had grown up with, minus the fact she was a pony.

Princess Celestia gave Luna a warm-hearted smile as she sauntered over to her human counterpart’s side holding a bowl of water. Principal Celestia gave another light giggle at her sister’s utter confusion. “I felt the same way too, at first, sister.”

“As Twilight explained it,” Princess Celestia spoke now, with a disturbingly similar voice as Luna’s sister, “don’t think of Equestria as another planet in comparison to your own, but rather, an alternative universe. The same planet with the same individuals, but who operate under different rules and live within a different setting.”

“D-d-do these rules regulate appropriate c-clothing?” Luna managed to speak. Revealing that the vice principal was likely as startled from this Celestia’s stark and casual nudity than she was to find a pony copy of her sister.

“She’s a pony,” human Celestia smiled. “You know ponies don’t normally wear clothes, Luna!”

“I… suppose that makes… sense…” Luna mumbled unsurely. Though that fact didn’t help her tear her eyes from the pony Celestia’s two massive wobbling tits that proudly hung from her chest. In fact, this Celestia’s entire body seemed perfectly shaped and proportioned everywhere! Perfect for an A-list porn actress before her big shoot, though not something she would openly say. She had to admit though, she was slightly envious.

“My other half has been tending to my recovery,” Principal Celestia said warmly as the other Celestia took a seat off the side of her bed.

“I call it being selfish,” Princess Celestia giggled as she swapped damp rags with the one on her counterpart’s forehead. “Your sister suffered quite the experience back in your home world. Even you, Luna, apparently have had your own stressful ordeal. I had not imagined how dangerous your world could be. But, worry not. You’re all safe here.” With that, the bedsheet was drawn off Celestia’s body. Revealing the stunning form of her naked sister. “That’s not to say your sister’s body and mind did not sustain a good deal of damage in this exchange with Sombra,” Celestia sighed. “We too had a Sombra in this world. He was also… as you say, a ‘dick’.”

Luna took a startled step backwards from two naked forms of her sister mingled together. It was safe to say this was far out of her realm of imagination. Even if she was a pony, she looked rather similar to a real human being… and even so, she just casually bared it all to the world. Was this world really that different from there’s? Where people just wandered around, seeing to their daily business in the buff? She supposed it was possible. Luna knew her world had quite a reputation for being prudish when it came to all things containing female nudity. This was just something of a cultural shock. That’s all!

But still, it seemed as though her sister’s time in this world was rubbing off on the principal. Her body being exposed to the air seemed to not even register any sort of reaction either. The alicorn was poking and rubbing various spots on the principal’s body as part of her examination… though getting awfully close to certain naughty areas. Not close enough to warrant an early moan from the human to alert Luna, however.

“S-so you’re a bunch of ponies who don’t wear clothes?” Luna asked, earning her a look from her sister, warning her to be mindful of her words. “Is it still okay, or I guess, acceptable, then if we… humans… wear clothes?”

Princess Celestia gave one look at the women before answering. “In our world, either one of us wearing clothes would be seen as a rather striking insult to those around us. It’s so unacceptable in some other parts of our land and in others it’ll even earn you a harsh punishment… But we understand you are guests to our world.”

Luna was left in a rather stunned silence from the response, feeling as though she was not given much of a choice from the unexpected harsh answer.

“I-I apologize for my sister’s behavior,” Principal Celestia quickly shot in. All the while, making frantic movements with her head to Luna in a desperate attempt to tell her to strip a little. Not that it was something that was easily conveyed with head movements, seeing as it went by doing nothing but confusing her dear sister more.

“It’s nothing to apologize over,” Celestia warmly chuckled. “For now at least. I had the same sister growing up. I know everything you’ve gone through,” she added, before leaning in closer and softly whispering into her counterpart’s ear. “Don’t worry... we’ll get her out of those clothes soon.”

Luna felt as though she was constantly being double teamed by a single person as the two women erupted into a fit of giggles while shooting her sly glances. It was almost like her childhood all over again! Her sister sure did appear to get along with this pony version of her. Then again, that was almost certain to happen considering they were the same person.

*Ahem* Another awfully familiar voice called out as they entered the room. It was herself. Pony Luna! A similar appearing naked alicorn strolled into the room with a cold calculating stare. Shooting her human counterpart a look before glaring at her fellow mare. “I see you two are having fun leaving my human self in utter confusion…”

“Lighten up, sister,” pony Celestia scoffed with a playful roll of her eyes. “A little fun to take their minds off their troubles never hurt anypony.”

“Well, while you have your fun, an entire school worth of students is awaiting guidance!” Luna huffed as she strolled over to Vice Principal Luna’s side, gesturing her over out of earshot of the Celestias. The human was, again, rather noticeably distracted to see her pony counterpart’s own nudity. Just like with her own sister, this Luna’s measurements fell just shy of Celestia’s. Then perhaps this mare was also well-versed in the feeling of sibling envy. Luna had a stark suspicion Luna and her would be getting along well in the days to come. “There’s something you need to know…” she said, jumping straight to business.

“What is it?” Vice Principal asked, bracing for the worst as she tried to match her own self’s professionalism. Not wanting to lose in that regard to someone who was completely naked, after all.

“The magical portal that connects our two worlds,” Luna sighed heavily, “it… it is no longer functioning,” she said truthfully. “I’m afraid you won’t be able to use it to return home for the foreseeable future,” she added, even more truthfully. Nothing she had said was a lie.

“So……. it’s true then…” Luna gasped, dropping to her knees. “Our home is… gone.” Luna knew in accordance to M.A.D. it was likely a lot more than their home was affected. It was possible they were some of the few of their kind left alive. For Luna, it was not that big of a blow. She had everything and everyone she love from her world right here. All that she felt was a wave of relief coursing through her, fearing what could have been under different circumstances.

“I’m sorry…” Luna spoke to herself. “I felt it would be best if you broke the news to your students yourself.”

“We… we can’t tell them…” Human Luna said. “This… this is something no student their age should ever have to deal with! Many of them have families and friends that didn’t make it through. I can’t imagine how they would take this news. We h-have to tell them nothing happened. We have to!”

“My… that is quite admirable,” Princess Luna said an impressed look. “I agree they likely have enough that is going through their minds right now. Even if it means lying to your students, it’s best not to pile on worries of their loved ones back home.”

No one in the room noticed as the lunar alicorn did her best to suppress a knowing smirk as she thought to herself.

Heh heh. Exactly the kind of response I would have had in her place… Let’s see how much of an asset my other half can be…

“Of course,” Princess Luna started again, “I hate to be the one to bluntly rush to further business, but if it’s true you are the last humans alive I believe there are steps that must be undertaken to avoid...” Luna paused for emphasize before adding, “extinction. Come with me. We have much to discuss.”

The two Celestias watched as the two Lunas departed from the room. Neither of them had any idea what the other two were talking about but human Celestia couldn’t help but notice her own sister appeared rather serious for a moment as she left with the alicorn.

“If you don’t mind me saying, your sister has quite the attractive figure,” Princess Celestia said with a playful grin. “Might I be so bold as to ask if you and her have ever… fooled around?”

Human Celestia gave a startled blush at such a blunt question before embarrassingly averting her gaze. “I...I don’t think that would be an appropriate topic to discuss…”

“You should know you basically told me yes with that answer,” Celestia giggled. “Remember, there’s no need to be ashamed for the same reason I knew you and your sister slept together. We’re one and the same!”

It took a moment for it to register in Celestia’s brain until she finally understood what the alicorn was implying. “You… and her as well?!”

“Mmmm,” the Princess beamed proudly. “We shared each other's beds, bodies, and bliss more often than not. Trust me, I know. You can tell me anything you would your own mind. I’ll agree with all of it!”

“I know me too well,” Human Celestia grinned back seeing that humans and ponies were more similar than she ever thought. “I suppose that means I know what we’re both thinking...”

The alicorn had a small gleam in her eye as she smiled. “And the answer is yes. With the three of us working together, I’m sure we can convince your Luna to swap with us. Oh, the things we could do to you two...”


It had been a short while since the remainder of the CHS students had awoken from their long slumber. They remembered little of how they ended up here, only a few fading fragments of pleasant yet strange wet dreams. For some odd reason the girls had thought they would wake up more beautiful than before after having a sex battle against three oddly familiar faces. But disappointedly found themselves looking the same as they always had.

The room they were in was kind of perplexing too. It seemed as though it was designed for a large college class of some sort. With a bunch of cushions coating the floor, rather than chairs. Obviously not a room located in Canterlot High. It was, in fact, the same room an alicorn Celestia tried, and frankly, horribly failed to learn the arts of theater. But to them, it was just a confusing room none of them had ever been in before.

“Well, the only door to this room is locked, trapping us all inside,” Rarity noted in deep thought to her friends as she idly twirled a strand of her hair. “So it’s fair to say we aren’t on our planet anymore. That would be highly illegal where we’re from.”

“Seriously, Rarity?!” Rainbow Dash exclaimed “That’s what you use to tell we aren’t on Earth? What about all the crystals everywhere? Or that Twilight’s magic is way stronger now? Or just the feeling of this place!”

“We must be in Equestria…” Fluttershy said, pointing out the obvious.

“I’ve done a headcount,” Twilight said, adjusting her glasses slightly as she approached her five friends.

“Who asked you to do that? None of the teachers are even here!” Pinkie Pie asked.

“Well, when they get here, they are going to want to do a headcount. I just saved time,” Twilight said defensively with a huff, before rolling it back a bit. *Ahem* “I mean, all of the students from our school are present and accounted for. Except… Sunset Shimmer. I can’t seem to find her anywhere.”

“Well, Equestria is where Sunset is originally from,” Applejack added. “I reckon we’re all in some sort of security check that Sunset was able to skip.”

“Hope not cause I didn’t bring my passport,” Pinkie shrugged.

“It’s possible…” Twilight muttered. “That could explain where Principal Celestia and Luna are. The people who live here must be talking with them.”

“Maybe the guys know something we don’t!” Pinkie Pie exclaimed, glancing over at a clique of male students.

“Pinkie, why would they know anything we don’t? We all woke up in the same place at the same time!” Twilight replied, frustrated.

“I don’t know...” Pinkie Pie mused, unconvinced. “I remember the guys being an awfully lot more relaxed about this whole situation than we were when we all woke up in here. Even Bright Idea! And that guy is startled by his own shadow!”

Twilight gave a passing glance at the guys who seemed to be simply talking amongst themselves while shooting ocasional looks at certain girls. She rolled her eyes at Pinkie’s paranoia before turning back to her five friends. So what if the guys didn’t share girls’ passion for freaking out? That was to be expected.

The sound of opening doors emitted from the room’s entrance was met with a school worth’s of perked up ears. Vice Principal Luna strolled inside as every ongoing conversation in the room ceased and turned their attention to her as the doors closed and relocked themselves behind her. In no time at all the woman was bombarded with questions like a scandalous politician by the press.

Luna calmly took her place on the slightly elevated speaking area at the front center of the room. “Please, please quiet down, everyone,” she addressed the angsty crowd, holding up her hands to calm them. “If you would all please take a seat, I will do my best to answer your questions in due time.” Like when they first woke up, the same nervous foreboding sense of dread was felt in the students as they quickly took their seats on the elevated staircase seats just like this was an actual college class. “Sit still for a moment,” Luna continued professionally, having no shortage of experience addressing a school-wide audience. “Before I begin, I should probably do a head count to ensure everyone from our school is present.”

“Everyone’s here besides Sunset! I already counted!” Twilight said as her hand shot up proudly in the air.

“... Thank you, Twilight. That will save time,” Luna replied as Twilight gave a mental cheer. “Now then, I’m sure many of you have noticed by now, but for those of you who haven’t we are, in fact, in a different world by the name of: Equestria. A world inhabited by intelligent ponies who have so graciously allowed us to live here for as long as we like.”

“W-What about back home?” Cloudy Kicks frantically asked without raising her hand. “What happened to it?”

“Our home world is… just fine,” Luna said with a nervous gulp, knowing deep down she was lying to her students. “However… the portal we traveled to get here experienced a good deal of damage handling so many of us… I am told that is why we didn’t maintain consciousness when traveling through,” Luna said, adding a smidge of perceived truth to her speech thanks to the other lies she herself had been told. That stopped as she went on to add, “the portal itself will take a good two weeks to be repaired and recharged until it is capable of bringing us all home. If we so choose to leave.”

Two weeks… Two weeks ought to be long enough for the students to adjust and calm themselves before I break the truth to them. That we aren’t ever going back home…

“Two weeks?!” Baton Switch exclaimed. “We have to wait that long until we go home?!”

“I know. I know,” Luna sighed amidst the crowd of alarmed students. Well, alarmed female students. The guys seemed awfully relaxed about this whole thing, yet no one noticed besides Pinkie Pie. “I know this will put a hamper on many of your plans. But, if you would all look on the bright side, the situation we are in presents a rather unique learning experience. Just think about it… After thousands upon thousands of years of progress, we are the first of our entire species to enter a new world with intelligent life! Think of all the things they have to show us! Think of how many would kill to have the ability to explore and learn about a whole new world with its own civilization and customs! It’s the opportunity of a thousand lifetimes!”

“Boooooooooo!!!!” Rainbow Dash shouted giving her vice principal the thumbs down. “There’s no internet here!” Her phone’s wifi was actually the first thing she checked upon waking up. Then she went to see if her friends were okay.

“I-I-I need to get back on Facebook! On Snapchat! M-My friends could have posted something important on it that I’ll miss out on!!” Lavender Lace stammered, despite her friends being mere feet away from her.

“I’m missing funny posts on Reddit!”

“How will I find cute cat pictures now?!”

Maybe this plan has a few more pros to it than I previously anticipated... Luna pondered to herself as she rolled her eyes at her students. These students could use a break from their electronics.

“It’s true the circumstances of our visit are not ideal… I know many of you are upset at our situation, including myself. But if you all promise to behavior yourself and act respectful to our hosts, I’ll see to it that none of you will have any homework for a month once we return. Including the time we spent here.” That got their attention, which went from annoyed to overjoyed in an instant. Except Twilight, who looked deathly mortified.

Not like their studies matter in the slightest anymore. We are probably the last remnants of humanity… Repopulation and securing a future for ourselves in this world takes priority over Shakespeare and history.

“Good, I see we are all in agreement then,” Luna continued. “Now then, as this is essentially an extended overnight field trip, we are going to be using the buddy system during our entire stay…” The vice principal gave another slightly nervous gulp as she remembered her pony self’s recommended instructions on how to handle this sensitive matter. “And, since I don’t want you all to be congregating in your usual cliques rather than exploring this world, we are going to have the boys all pick and choose a single girl they want to pair up with.”

The girls all groaned in disappointment as the guys simply shrugged and got up from their seats. It took some fancy shifting around as students exchanged seats with other students, but soon every girl at CHS was paired with a specific male classmate. Fortunately, there had been an evenly split gender ratio in CHS. It would have been awkward if two girls had to share a single guy… Luna grimaced, also thinking how awkward the situation would be if the boys knew the partner they had just sat next to would be the girl they would be putting a baby inside.

Though it appeared to Luna and the girls as if they were all chosen as partners on a whim, that couldn’t be further from the truth. Their pairings had long since been pre-picked and assigned to the boys as a result of Seta’s magic digging through the girls’ minds as they slept. Finding an available boy who they found most attractive and appealing then partnering them together.

A few pairs were obvious choices. There were quite a few students dating each other so they easily went well together. For other singles like Rarity, all it took was a mere ponder at her hidden thoughts and desires to see she had freqently masturbated to the thought of Thunderlane forcing himself upon her in a darkened alleyway. Thunderlane remembered his assignment, smirking slightly as he took his seat next to Rarity. The fashionista giving a slight blush as she pretended to think nothing of it. Octavia also secretly fantasized over the prospects of a romantic valentine’s day romp with Curly Winds in a rose petal-littered bed. Another easy pair. Wallflower Blush frequently brought herself to orgasm thinking how hot it would be if Indigo Wreath remembered her name. Baton Switch paired with Nolan. Rainbow Dash with Teddy. Brawly with Fluttershy. Thunderbass with Twilight. Norman with Applejack. Sweetie Belle with Button Mash. Heath Burns with Sweet Leaves. Wiz Kid with Scribble Dee. Mystery Mint with Crimson Napalm. Scootaloo with Rumble. And so on until nobody was without a buddy. Nobody except...

“Ummmm… errrr,” Flash Sentry stammered looking around helplessly as he noticed his preassigned partner was not present. Everyone else besides him was already happily seated in their mixed gender pairings. Thunderbass had already claimed Twilight, so it wasn’t like he could just slide in there either as his plan B. “Has anyone seen Sunset Shimmer?”


“So… you sure Chrysalis doesn’t want to kill me?” Sunset asked.

“N-no, of course not!” Tylus scoffed with a remark that suggested the very thought of Chrysalis doing that was humorous. “Chrysalis… she’s a big softie! She would never kill a woman! And besides. We get it. That all-powerful Chroma doesn’t intervene unless she feels it’s absolutely necessary. If you didn’t destroy the portal, she would have found another way and wouldn’t have even asked you in the first place.”

“Good… that’s a huge relief,” Sunset breathed a sigh of long-awaited relaxation, sensing there was no hard feelings. After all, she had just recently been introduced to the wonderful new Equestria. And had no intentions of leaving for the afterlife anytime soon.

“But… elephant in the room and all. You’re here because you destroyed the portal with all your school friends still here,” Tylus went on.

“I know, I know,” Sunset groaned sadly. “I feel bad about stranding them here… don’t get me wrong, I thought about it a great deal. I don’t have the slightest desire to leave Equestria, but at the same time, I didn’t want to be left alone without my friends. They would probably hate me if they knew the truth…” Sunset sighed. “But, I thought if I could just show them how amazing it is to live as a slave, they would eventually come around and say I made the right choice.”

“No one’s arguing with you there, Sunset,” Tylus replied. “Heck, you did the right thing keeping them here… Not that Chrysalis would have let you throw them back in their own world even if you wanted to. Personally, I would have brought over a few more dozen schools, then destroyed the portal, but whatever, that doesn’t matter now. Anyways, we need some extra motivation to finally break these school girls down and get them breeding. We already have the guys on our side, this human Luna, the dreams we’re run them through to warm them up, the changeling aura in the air that’s slowly working its magic on their bodies, and Seta even went through their heads to give the guys a few helpful hints. Plus, given your special position as a mare and as an influential member of this school, it seems like you are exactly the last bit we need. If these girls aren’t having sex after all of this… something would be seriously seriously wrong with them. If that’s the case, we’ll send them over to Dr. Change to find out why they aren’t wired correctly. Hopefully he’ll be able to create a vaccine for their mental condition or something.”

Sunset smiled with a small giggle. “That won’t be necessary, Tylus. It’ll be easy! Most human teenagers our age have hormones coming out of their ears. They just need a little push to get started! The plan will work.”


Back inside the room, Flash had just finished asking if anyone had seen Sunset, when the girl herself burst through the door which, again, closed and locked behind her. It was at that point all hell seemed to break loose.

“W-w-whoa!!!”

“What in the hell?!”

“What is going on?!”

Many startled girls exclaimed upon seeing Sunset. Completely naked, and, somehow less notably, no longer a human, but rather a unicorn mare. There was something black hanging around her neck too, but that was the last thing anybody stared at.

Sunset took a deep calming breath as she walked up onto the speaking area with Luna. Maintaining a professional smile as she stood and faced her classmates, giving a small geeky wave to them while doing nothing to conceal her wobbling tits or the area between her legs.

“As many of you may know, Ms. Shimmer has previously lived in Equestria before joining us at CHS. She will be our resident expert on Equestrian customs,” Luna spoke calmly, wishing her students would refrain from so rudely staring at Sunset’s lady parts. “Also, she will be our instructor on how to properly act. So listen up!”

“Is that r-really Sunset?” Twilight mumbled, staring at the unicorn in a daze. “W-w-why doesn’t she put something on!”

“Maybe she’s drunk?” Pinkie Pie shrugged a few partners down from her nerdy friend.

“I know what you’re thinking,” Sunset Shimmer smiled as she idly fixed a strand of hair that had drifted into her field of view. But this is how we normally look in Equestria!”

“Y-you don’t wear… you know… underwear or clothes?” Watermelody asked, keenly noticing that her partner had swiftly stopped paying her any attention as soon as Sunset walked in.

“Well, we are ponies,” Sunset giggled. “You know ponies don’t really wear any clothes at all.”

“Even if those ‘ponies’ have breasts and a vagina between their legs?” Velvet Sky retorted.

“Plenty of animals have those and still don’t wear clothes.”

“I guess that’s true...” Velvet Sky replied. Rarity looked as though she was about faint.

“Clothing is more of an unpractical Earth custom,” Sunset continued. “It costs money, takes time washing and drying them, folding and ironing them. All just so you can hide your natural self from the world.”

“You see, students, this is the norm for Equestria’s citizen. A norm… I’m afraid we must adapt to during our time here...” Luna shuddered as she passed the point of no return. She almost hoped that the world back home was destroyed, otherwise she was going to be so firedif they ever went back and told them all of us.

“WHAT?” Rainbow Dash exclaimed.

“Tell me you’re joking…” Tennis Match scoffed.

“There isn’t the slightest chance I’m disrobing like that!” Octavia stammered.

“Well, I mean… if those are the rules, I guess we have no choice,” Brawly shrugged helplessly in defeat. Many of the other guys seemed to share his sentiment.

“Well, it’s not that simple,” Sunset stammered. “You see, anybody wearing clothes is seen as a major insult to those around you. Probably something worse than an insult. Ummm… to put it in terms you guys might get… think of it as the equivalent of flipping off everyone you walk by on the street while also holding up the Nazi salute. That’s kind of why you all haven’t seen any other ponies yet.”

“That’ll keep your hands busy…” Rainbow scoffed before Luna added in.

“And as guests to this world that has shown us nothing but hospitality, it is important we assimilate and respect these ponies’ traditions. Especially if we want to survive our two week stay here. Know that we are the ponies’ first impressions of humans. I’d greatly prefer that it is an overwhelmingly positive one. So think of ourselves all as the world’s most important diplomats.” Luna sighed as her words worked their magic to slowly work over her students. Though she was rather thankful this nudity custom lined up with her goal to gently urge her students to repopulate the human race.

Actually… now that she thought about it… that was rather convenient………

Sunset’ words broke Luna’s train of thought before the vice principal could think any further on it as the unicorn addressed the crowd some more, sensing they were still unconvinced. “And it’s not just that. You see, we have magic in Equestria. Magic that has all sorts of wonderful effects on us… Wearing something on our bodies would interfere with our body’s ability to receive that magic. Which, trust me, girls, you want,” Sunset said with a subtle shake of her chest. As her mesmerizing tits swayed back and forth, many astute-eyed female perverts in the audience keenly noted that Sunset’s tits were actually noticeably larger than they were when she was a human… Was Sunset Shimmer seriously hinting that magic could be used to make one’s breasts bigger? Well… no reason it couldn’t, it was magic after all! Maybe this trip to Equestria would be a bigger benefit to them than they thought!

“Very well then,” Luna continued, having missed what Sunset was implying while also forgetting what she was thinking about before. “You know what you have to do, students. Trust me, it won’t be as bad or embarrassing as you think if we all do it at once. But that requires us all to take part.”

“Even you, Principal Luna?” Cloudy Kicks asked.

“Even me…” Luna grimaced, earning some renewed interest from the school. Boys, and even a few girls alike. “Now come on. Everyone start getting undressed! And try not to stare!”

“Actually...” Sunset interjected to Luna’s surprise. “I think it might be better if all the girls undress first. Equestria has a custom of ladies going first. Trust me on this.”

Luna found herself slightly taken aback. She was not expecting Sunset’s assistance in this particular matter, of all things, but she allowed it. In the meantime, none of the girls spoke out to Sunset’s suggestion and advocating for the guys to strip as well, for fear of being thought perverted.

“Very well… you are the resident expert, after all,” Luna said.

Sunset smiled slyly as she turned back to face her fellow students. “Alrighty then! Girls! You know what you gotta do. And guys… just give a bit of moral support and help out when they need it.”

The anxious commotion started immediately as the students were dismissed to their own devices. Many weren’t actually undressing, but rather looking around from student to student, seeing if any of them were either. Was this all just a joke? Was Luna seriously asking the entire school to get naked? In actuality, their less than eager response had been predicted.

“Principal Luna…” Sunset started with a warm grin. “Perhaps you would like to start us off?” Luna blinked in response, not exactly prepared with a valid sounding reason turn the offer down. Now it was her turn for a light crimson blush to appear on her cheeks.

“I-I-ummm...”

“It’ll be easy. Here, let me help,” Sunset said quickly as she moved behind her vice principal faster than she could refuse. “Take notes, guys.” She placed her hands on Luna’s shoulders to prevent her from turning around to face away from the school while softly massaging them, urging her to relax.

With her slightly calmed, Sunset’s gentle took hold of the hemline of Luna’s top gentle pulling it upwards. Luna didn’t protest as she raised her arms in the air, allowing it to be hefted up and off her body. Not a single pair of eyes in the room blinked as they all stared at their vice principal’s bra-clad chest.

“You see boys? It’s just that easy!” Sunset beamed as she discarded Luna’s top to the ground in front of them. Many of the male CHS students were grinning wildly at their strangely attractive principal, erections already waking up as the desire for more hit them. “If your partners are having trouble, help them out! Teamwork can get us through this a lot quicker.”

Shoulder rubs… Brawly remembered being told when he was assigned Fluttershy. Speak softly and gentle. Sit far in the back room. Give her a ton of compliments about her figure.

“Hey… hey, just relax, Fluttershy,” Brawly said gently to the mortified girl who hadn’t managed to utter a single word since Sunset had come in. “You’re beautiful… you have nothing to be ashamed of…” His words worked like magic as he slipped a hand around her and softly rubbed her side, to which the girl didn’t flinch away. “Have I ever told you I think you could be a model someday?” His hands grabbed at Fluttershy’s white tank top slowly tugging it upwards. She didn’t resist. “We jussssttttt need to lose a few clothes then we can see how many cute animals this world has...” Up and over her head. Success! It was thrown to the floor with the others. “Holy hell…” Brawly gasped as he stared at his partner’s chest. The teenage girl embarrassingly averted her gaze, knowing exactly what the boy found so compelling about her chest. Brawly knew he still had a long ways to coax the girl into getting rid of that pesky bra! He had to restrain himself though. He couldn’t rush things. He especially couldn’t rush past the pace of the rest of the class.

Buttoned up shirts, blouses, t-shirts in all variety of colors, patterns, and sizes. All of them were removed, either by the girls themselves or their partners as more and more bare skin was exposed to the open air. “Good… good,” Sunset grinned as she and Luna watched as tops slowly came off. She was glad many of her classmates had elected to have the boys help undress them. As they really wanted to send a message to their friends they were doing this all reluctantly.

Luna gave a gasp as she felt the bra on her chest suddenly loosen, too distracted by the sight of watching her female students being slowly relieved of their clothing.

“Lesson one. In Equestrian culture, when you are approached by a women, it is considered polite to make casual eye contact with their chest,” Sunset addressed the audience as she flicked the garment of Luna’s body. “Our breasts are a proud symbol of our womanhood and it shows a good deal of respect for a man to acknowledge that. To ignore them and merely make eye contact only symbolizes you don’t respect the individual, in any way shape or form, as a woman. It’s almost as if you were spitting on them.”

Luna’s bra plopped onto the floor as the students of CHS proved they needed no extra motivation to gaze at their principal’s tits.

“Shhh, don’t try to cover yourself,” Sunset whispered into Luna’s ear, holding back her arms that instinicly tried to cover her exposed chest. “Hiding one’s own nudity in Equestria, girls, in considered rude too!” Luna didn’t argue, but did feel the urge to give a passing mention to how… strange some of these Equestrian customs were. She, and many of the students too, held her tongue though, knowing even questioning them would likely be a disrespectful as wearing clothes. And above all, she had to set a professional example for her young diplomats.

Bras were plucked from chests, others were pulled, some more forciably than others, but they all came off in the end. Embarrassing erect nipples and smooth round tit flesh breathed their first bit of Equestrian air. The boys, to their credit, and the girls’ surprise, didn’t hoot and holler at their reluctant nudity but rather showered them with compliments. An almost annoying amount of compliments…

“Have I ever told you how much I love the work you post on your Snapchat? I’ve always wanted to get into science myself but never really felt the motivation.” Thunderbass casually said as he deftly unhooked Twilight violent bra, drawing it off her arms as he hefted it far away.

“R-really? I never figured you for that type,” Twilight spoke with a casual blush. She always thought Thunderbass was kind of cute… but the fact that he was being a true gentlemen as he knowingly tried to take her mind off this embarrassing situation and expressing an interest in science really got her thinking. Perhaps this one had some true boyfriend potential in him after all… The fact that he obviously found her body attractive was just icing on the cake.

“Pants and panties to, boys,” Sunset grinned as she worked to unbutton Luna’s. “Not even socks and shoes. All of it! Off! We need them as naked as the day they were born!” She had to bite her lip to suppress her own arousal at what she was telling her classmates to do. Her gaze rapidly shot through the crowd, finding each of her close friends in similar states of undress. Brawly had actually managed to get Fluttershy’s colossal hooters out into the open, having tossed her bra far, far away to kill the urge she might be able to put it back on. Thunderlane was having the time of his life picking away at each article of Rarity’s gorgeous outfit. For all the time she had spent making it fabulous, it was just more trash that cluttered the floor. Teddy, after much struggle with the stubborn girl, actually tore Rainbow bra off, revealing a unimpressive average set of tits. As Seta had accurately predicted, Rainbow was giving a half-hearted attempt at struggling back. All for the sake she could convince herself that she did later. But Teddy knew the athlete's deepest desires wanted her to be forcibly taken by a brutish male of strength and stamina. Teddy smirked, knowing he was easily the right candidate for the job as he yanked off the leggings of the protesting prismatic-haired girl next. He savored the rush he felt tugging her damp panties off her squirming legs, rendering the girl completely naked.

Sunset had to assist, tugging upwards from a grasp on her ankles, bending Luna’s knees to get her to step out of the last remaining bits of cover she had. Her socks and expensive looking shoes came off next. With them all gone everything the vice principal had was bared to her students. Few of them noticed, having to much secret fun enjoying their own girls. But with Luna in a satisfactory nude state, Sunset deemed this a good time to do a bit of clean up. With her magic, she gathered up all the discarded clothing in the room, pooling it into a pile in front of her.

“Perfect...” Sunset said as she carefully went through the crowd and noted each now non-offensive naked girl. “Octavia, I’m going to need your panties! Paisley, we still need your socks! Cloudy Kicks, please try and keep your arms down!” It seemed as though the girls had little choice but to comply as Sunset’s eagle eyes spotted everything they tried to hide. Mostly it was many of them holding their clothing nearby in hopes they could put it back on afterwards. Meanwhile, all the guys were all still fully clothed and appeared in no rush to undress. “There we go,” Sunset smiled as she levitated Octavia’s lacy black underwear out of the musician's hands onto the mound of clothing. The last bit to consider her task finished. With a sudden bright flash of light, the pile disappeared into thin air. Merely delivered to Tylus outside the classroom where the unholy garments could be safely taken away and destroyed without her friends’ knowledge. Out of sight, out of mind. “You can ask to get those back when the portal is fixed and you’re ready to go home,” Sunset said, carefully selecting her words. Wanting to avoid telling her friends any lies.

“Now is it time for the boys to strip?!” A nude Baton Switch desperately asked. Hoping her partner’s nudity would somehow lessen the shame she felt.

“Actually, I think we need to cover some other things first,” Sunset said much to the disappointed groans and confusion of the girls. “There’s still plenty more you all have to learn about how we do things in Equestria… Flash… would you come up here?”

“Ummm… yeah, sure,” Flash Sentry said as he took his place on the stage. The boy slightly annoyed he had not been gifted with the opportunity to strip a girl like she was a Christmas present.

“Flash, let’s role play for a while with Principal Luna as your partner, representing an Equestrian mare,” Sunset ordered. “You two are going to engage in a typical interaction.”

“Very well,” Luna said as she stood facing Flash, both of them waiting for further instructions on how to proceed. Flash, however, demonstrated he was paying attention earlier by maintaining strict eye contact with his vice principal’s bare breasts. Wishing she would move them a little.

“Oh-Luna, sorry! I should have mentioned this. When a male is interacting with a female in a formal setting, it’s considered polite for the women to drop down to their knees and give them a bow.” Luna moved to comply, thinking it wasn’t quite the strangest custom so far in comparison. She sat on her folded legs, hands together, as she glanced upwards at Flash in a rather submissive looking pose before potielty bowing her head. For what many saw as a strict vice principal assuming such a look in front of a student, it was quite a shock for many.

“You see,” Sunset went on, “not to cast shade on everyone back on Earth, one of the nicer things about Equestria is how much better women are treated here. By everyone fact! You won’t find a man who treats a woman he meets on the street with disdain or disrespect. Rather, they treat us with the same love and care they might show to… oh I don’t know… say, their beloved household pet.”

“Really now?” Twilight asked, quite curious about the exact social dynamics of this new Equestria. From her feminist perspective, she thought it was true women back home were treated quite poorly. Many getting catcalled or whistled at for merely walking by the wrong group of men. Was it possible this new world actually managed to treat women better? The way they should have been treated all along?

“And in return for how well us girls are treated,” Sunset went on, “we, in turn, treat men better. It’s simple give and take. You’ll find ponies are more likely to go the extra mile for each other than back on planet Earth.”

Twilight gave a startled gasp. She knew what this was! Ponies happily helping other ponies! This was friendship! True friendship ideals shared by an entire community! This is what Earth would be if the world truly mastered what friendship meant!

“For example, Luna, is a mare,” Sunset spoke. “When a mare is asked to do something by a stallion, it is considered polite for the mare to do exactly that to the best of their abilities.” She whispered something into Flash’s ear.

“L-Luna… stand up for me,” Flash said. The vice principal moved to do exactly that as she resumed her initial position. Not like the school hadn’t already seen everything her body had to offer. “Now fold your arms behind your back and push your chest forward…” Luna grimaced slightly as she assumed the embarrassing position, puffing her breasts out further, as if the massive mammaries needed to be emphasized more.

“Perfect!” Sunset beamed. “Notice how Luna didn’t ask why Flash wanted her to do that. She just did because it was what Flash asked her to do!” Luna stood on edge as Sunset mischievously whispered something more into Flash’s ear. This time, Flash seemed pretty unsure, shooting the principal a double take before giving Sunset a questionable look, then taking a step forward to meet Luna.

To Luna’s utter shock, two of Flash’s hands swooped down onto her breasts, wasting no time groping away at the massive sweater puppies. Flash himself was giddy to have the opportunity to do what every boy who went to CHS dreamed off as he played with his vice principal’s tits as per Sunset’s instructions.

The rest of the school stared slack-jawed, stunned as Flash openly groped their vice principal. This was it. They had taken things too far. Now Luna was sure to slap him and put an immediate end to this. Just as the room was really starting to heat up.

But… there was no yelling. No furious exclamation. Rather, only a soft desirable moan escaped Luna’s lips.

Luna herself hadn’t the faintest idea what was going on. Like any other girl, she had played with her breasts. Celestia had also played with her breasts… probably more than Luna herself had. But, for the strangest reason, when Flash Sentry placed his hands onto her girls and went to town her mind felt like melting. Luna’ knees grew weak as her slender frame was wracked with confusing pleasure, taking a panicked step back. Flash too saw the effect his efforts had on the woman and didn’t relent.

“This is a typical Equestrian handshake…” Sunset announced to her audience, though few were listening anymore. “If you haven’t guessed it by now, Equestria isn’t quite as prudish as back on Earth. Here, all mares agree their breasts are objects of great importance. Their shape, weight, size, symmetry, and so on, all represent a large part of her worth as a woman. When a man greets a woman by touching her breasts he is-”

“S-Sunset!” Luna quietly interjected through her haze of moans, prompting the girl over to her side. “N-Not that I am trying to disrespect y-your people’s customs… ahhhh... b-but are you absolutely certain this is correct? Ooooo…. T-to me, this all seems highly sexual in nature.”

Sunset quickly scampered over to Luna’s side. “Shhhhh….shhhhhh. It’s okay, Luna. The alicorn you told me the truth about what happened,” Sunset quietly whispered back. Quiet enough so that the rest of the school couldn’t quite hear. “She also told me your plans to repopulate and save humanity from extinction. I’m with you completely on that! But… if we want your students to go at it… we need to get them in the mood first!”

Luna’s eyes widened as she fully realized what Sunset was trying to do. She was helping her with her plan. Actually... she was really helping! Originally, Luna’s plan had been to simply get the students out of their clothes, lock them in a room with a bed and without adult supervision, then wait a few hours for nature to take its course. She definitely hadn’t planned a school-wide orgy to accomplish her task! But Sunset had proven she had seriously thought this through and had a far more effective plan in mind. Perhaps allowing her students privacy wasn’t the way to go compared to peer pressure. It was actually a sort of relief to know Equestria wasn’t as perverted as Luna was fearfully thinking, but rather, it was all just Sunset’s ingenious ploy! Why did she ever doubt one of CHS’s best and brightest minds?

“V-Vice Principal Luna?” Cloudy Kicks asked with a shaky voice. “Are guys really supposed to do that to us?”

“Y-yes! I’ve seen this myself during my time here,” Luna exclaimed as she bit her lip. “Two months without homework when we get back if everyone follows along. It is very important that we do this!”

In spite of the tempting offer, many of the girls were still unconvinced. Sure, they thought the guys they were paired up with were sort of cute and handsome, but were they really about to give them full access to their boobs? Apparently though, the boys of CHS were a tad more decisive than the girls. Soft gentle moans called from the crowd, one by one as the male students demonstrated their pure commitment to a whole two months without homework.

Wow… finally getting my hands on these babies! Brawly thought in glee as Fluttershy adorably squirmed in his lap, his hands palming the girl’s impossibly large jugs. So large that he couldn’t even grab everything her rack had to offer! They’re softer than I imagined! Fuck her body is lewd.

Fluttershy, Twilight, and the rest of their friends suddenly found themselves in the same confusing situation Luna had been in as their partners’ hands brought a rather unexpected amount of pleasure to their busts, which had seemingly become a few times more sensitive than before.

“Make sure to pay extra attention to their nipples!” Sunset as she idly played with her own breasts as she demonstrated. “And girls, don’t hold your voice back. If it feels good, let them know!” Sunset felt an overwhelming sense of pride as she watched the many girls she had attended CHS with for years, being reduced to naked moaning messes with much more to come. It was cute how many of them squirmed and writhed, rubbing their thighs together as their arousal flowed between their legs, wanting to take over.

“This feel good?” Curly Winds asked from behind, his hands having wrapped around Octavia, who sat in his lap, as they tirelessly kneaded and massaged the shaking girl’s breasts. Giving her rock hard nipples an occasional flick, bringing out an involuntary sultry moan as he played her like she was the musical instrument now.

Yess-no!” Octavia moaned through a haze of pleasure. What was going on? She had never been so roughly manhandled by anyone before! Was this just her body’s natural response when the guy was as attractive as Curly?!

Applejack whined slightly as Norman experimented with her teats like the horny curious teenager he was. All she had to do was glance down to see two hands reaching around her arms, taking great joy as they pinched and pulled her nipples away from her chest. Releasing them and watching as her breasts lewdly bounced back into position on her chest. Occasionally giving a perverted clap as the two massive milk mounds impacted each other. Her body told her not to resist as it was wracked with enjoyment while her mind likewise told her not to fight it on account for the fact that none of the other girls were either!

Sunset felt like she could watch this scene for ages, maybe see how many of the girls could cum simply by having their breasts played with so vigorously for so long. But, it was about time to move on. There was so much more to the New Equestria than breast fondling.

“Uh oh! It looks like we have a bit of a problem!” Sunset called out, walking back over to the pair on stage as she softly pushed Flash’s hands down, telling him to take a pause. Luna unknowingly let out a disappointed whine as the boy’s hands left her tits. Sunset turned Flash to face the crowd. “As you can see, Flash has a bit of an ‘expansion’ growing in his pants, if you know what I mean,” Sunset giggled as Flash gave an annoyed blush. “It’s nothing to be ashamed of. It’s only natural given the lack of clothing on us girls after all.” Sunset turned Flash back around to face Luna. “However, in Equestria, an erection is extremely distracting to stallions and something that needs to be taken care of immediately. So, as the woman responsible for their erections… it’s only fair that you girls do something to remedy the situation.” She whispered into Flash’s ear again.

“Luna… get back down on your knees,” Flash said. This time his voice quickly learning authority. The hot and heavy vice principal didn’t even think, her body acting on its own as she plopped down. Her head now at perfect level with her partner’s groin. Flash unzipped and opened his pants, just enough for his rock hard member to spring free.

Luna didn’t waste time leaning forward, opening her jaw. “Ah, ah, ah!” Sunset playfully scolded, placing a firm hand on the top of Luna’s head to hold her back.

“Ah come on!” An unexpected outburst from Rainbow was heard, her lust momentarily betraying her own defiant attitude. The scene on the stage was incredibly hot after all, and from the squirming she was doing it was obvious to anyone that the girl desperately wished for some privacy to go at her own folds.

“Now, Rainbow Dash,” Sunset sighed. “It’s impolite for us to do whatever we want without permission. We have to ask!”

Luna starred, transfixed at the lengthy hunk of man meat before her, unable to tear her gaze from the throbbing mass. Her mouth watered as it prepared itself to welcome it, all the while receiving an overwhelming smell of the boy’s musk as it flooded her senses as she waited mere inches away. Her lips constantly pursed and unpursed, as if she was having an internal struggle to simply dive in without asking. The wait was simply killing her!

“M-may I?” Luna asked.

“May you what, Luna?” Sunset chided. “Be specific!”

“May I p-please suck your cock… Flash?” Luna whimpered as she bounced impatiently on her knees, providing quite the show yet showing that she was no longer the one in charge of the school.

Flash conveyed a definite “yes” answer by taking hold of the sides of Luna’s head and pulling her into his cock. His cock slipped through her moist lips, skillfully passing over her tongue as it slid down her throat. Flash immediately voiced a grunt of approval as he clutched Luna’s head ever tighter.

“Holy f-fuck… she’s really doing it!” Teddy exclaimed as his vice principal not just worked, but greedily went to town! It was Flash’s turn to have his knees go weak as Luna’s tongue lapped away at the underside of his cock. Occasionally flicking around his sensitive head before gliding it back in to hit the back of her throat.

Sunset giggled playfully, bracing her hands on her knees as she leaned over for a closer look. “Obviously not our principal’s first time doing this! Look at her work that dick!” The girls could hardly believe it either. There knelt one of their role models, a woman who had always been a symbol of power and authority in their lives… yet she willingly lapped away at her student’s cock like a whore in heat, knowing they were all watching her! Even more, she urged them all to do the same thing! “Alright, girls! I think you get the idea! Look to your partners and see if they are suffering the same ‘problem’ Flash is having. Don’t worry if you’re new at it! You’ll be getting plenty of practice!”

With great effort, Baton Switch managed to tear her eyes from the incredibly lewd scene on stage as she turned her gaze to Nolan’s pants. An audible gulp was heard in her throat as she saw the clear signs of a erection pressing against the material. That was hers! That was her problem to deal with! She dropped between Nolan’s legs. With trembling hands she undid his fly before yanking them down.

“Whoa…” she gasped as the rod sprung free, almost flicking her nose. “I… I wasn’t expecting it to be this big…” Amidst the scene of his principal debasing herself, Nolan finally noticed that his pants had been tugged down. Baton Switch kneeling adorably between his legs staring at his steamy erect cock. “M-may I suck your cock?” She whimpered weakly, before slipping in, “please?”

“Y-yeah… go ahead,” Nolan breathed, hardly believing this was happening at all. He had to pinch his arm to convince himself he wasn’t dreaming.

Baton Switch nodded as her jaw dropped, granting Nolan a brief look at the moist hole his cock would be spending its time in the years to come before the tip of his member was enveloped. Baton shuddered as the first taste of cock graced her tongue. It wasn’t nearly as bad as she expected. Actually… it wasn’t bad at all.

Sunset bit her lip nervously as she suppressed her desire to join in the fun, cursing the changelings’ rule against female masturbation. Sure, Tylus had said Chrysalis wasn’t mad at her, but for some reason, even though she had only known the woman for a short while, Sunset was getting the distinct feeling that Chrysalis was one for holding grudges. And a sexy changeling queen, who happened to be one of the most powerful beings in Equestria, on top of being the one who was unofficially calling the shots, was not someone Sunset wanted to be getting on their bad side. Not telling her that she was originally a unicorn from Equestria had been strike one and destroying the magical mirror portal was strike two… What better way to get back to being seen in a positive light then coaxing her female human friends towards sexual servitude!

Glancing around the room, things were already starting to take off. Pants were being tugged down as cocks were given a much-needed polish. Sunset took note of many of their techniques. She knew going into this that, unlike Luna, many of these girls were virgins with no experience in oral sex, much less regular sex.

“Make sure to take their entire lengths into your mouths, girls! If it’s uncomfortable, bear though it! Take note from Luna!” Sunset exclaimed, gesturing to their vice principal. “See how she switches to stroking Flash off when her mouth needs a break? And how she keeps eye contact with her partner? They love that when you’re beneath them! Don’t be afraid to be creative! And guys! You can help them with that! If you want a little something extra done, tell them to do it!”

Brawly grinned wildly as he heard Sunset’s instructions, remembering that he was in complete control. Fluttershy was the complete package having the perfect set of tits, ass, and figure in all of CHS. But that wasn’t to say her blowjob skills were flawless. The nervous girl was a shaking mess. Thankfully driven more by her bodily instinct than her panicking brain, but she maintained sloppy mouth work nevertheless. Though, why not play to the girl’s strengths?

“Shhhhh, relax, Fluttershy, you’re doing great,” Brawly gently cooed as he placed two comforting hands on her shoulders. Fluttershy’s heart was stricken with relief, eternally thankful that her high school heart-throb and partner was being so caring and understanding as he patiently guided her through this strangely arousing ordeal. “Let’s switch things around though… I have a feeling this might work better…” Brawly said before leaning in and whispering a command into the timid girl’s ear. With his cock still lodged within her mouth Fluttershy nodded. She didn’t quite understand why that would work better herself, but already knew it was only polite to do what her man told her to do. With a gasp, she removed his throbbing member before raising herself up slightly.

“L-like this?” Fluttershy squeaked. Brawly’s cock soon twitched in joy as it was suddenly embraced on all sides by some of the warmest, smoothest, and snuggest tit flesh imaginable. Fluttershy hugging both of her titantic tits together from the sides as she made use of the lubrication she had thoroughly coated Brawly’s cock with. Not soon after did she start raising and lowering herself, slowly stroking off her partner’s meat with two of the best tits a boy could ask for.

“Fucccckkkkkk….. Yeah!” Brawly groaned, throwing his head back as his groin was overcome with heavenly pleasure. “There’s a good girl!” He smiled as he affentionedly stroke the top of the girl’s head. Fluttershy gave a warm smile followed by her trademark blush as she reveled in her partner’s pleasure. Growing slightly more confident in herself as a woman.

“Great job, Fluttershy! Keep at it!” Sunset beamed as she spotted her friend in the top row. She always knew the shy girl was capable of great things. Other girls who were nearly as gifted as Fluttershy tried their hands at boobjobs as well. Twilight, on the other hand preferred learning the ropes with Thunderbass’s cockhead locked firmly in her mouth. Trying different techniques with her tongue as she tended to different areas of the shaft as if determined to master the craft in a single try. From tending to the veiny underside to hollowing her tongue out and allowing it a smooth surface as it glided across it, Thunderbass was all too appreciative of her efforts as Twilight carefully noted his exact reactions. His cock showed how thankful he was as well as it unleashed glob after glob of sweet precum. All of which Twilight hungrily swallowed down, convincing her even further not to take the cock out of her mouth until the job was done.

For more experienced girls like Sweetie Belle, they shot straight to deep throating. Her eyes tearing up slightly as each gag brought pleasurable vibrations along Button Mash’s cock. During her short downtime, she fondled away at the boy’s balls, casting nervous glances to her sister to check if she was looking her way before gulping the cock back down. Not only did she totally not want to explain how she had gotten so skilled at blowjobs, she definitely did not want to deal with her sister knowing that she was better at them than she was. Fortunately, Rarity was thoroughly engaged with Thunderlane’s twitching mass.

“Remember as you’re about to finish up, guys! Especially the lucky guys getting tit jobs! The ponies aren’t going to like it if their find their cushions and pillows with stains on them!” Sunset slyly hinted as she settled into a kneeling position aside Luna, preparing for a show. When a group of people were ever engaged in a collective love fest, the changeling magic in the air assisted in its own special way. Holding some off while it edged others on further, all in an effort so that couples and groups could achieve a simultaneous climax. How in Equestria did ponies ever have sex before the changelings arrived?!

“F-fuck… here it comes!” Flash grunted as he neared his inevitable peak. Despite the lustful haze in her mind, Luna managed to catch on as the boy’s cock lodged within her mouth began to twitch and throb wildly. Her tongue, sensitive enough to tell the tip was swelling up as it lapped against it. The still logical part of her brain worked quickly to try and decide where it would be best for him to unload. She never did like the taste of cum, so swallowing a fresh helping of the substance was not appealing. On the other hand, if she pulled it out and finished the boy off, he would undoubtedly coat her entire front upper body with his seed. Providing a rather embarrassing and even more degrading look for a vice principal.

But as it turned out, Flash wasn’t prepared to allow the woman that much of a choice. Clamping tightly on her head, Flash began to ruthlessly facefuck his vice principal’s mouth like it was merely a fuckhole. Luna’s eyes widening in shock as the student’s balls repeatedly beat against her chin. Flash cooed in ecstasy as he thrust himself in and out of Luna’s facehole, relishing how snugly his cock fit inside as he pumped himself over the edge.

Oooooohhhhh….” Flash groaned as he passed the point of no return. His cock exploding like a fire hose as it released its pent up payload. What felt like gallons of frothy rich cum shot out, washing over Luna’s tongue before sailing down her throat.

Luna panicked as her stomach was quickly pumped full of the creamy jizz. Desperately trying to pull her head back only to find it locked firmly in place by Flash’s lust-crazed grip. Yet, after a moment, she realized that this boy’s cum didn’t taste bad at all! Somehow, for reasons that escaped her, it tasted like a souffle of flavor!

Octavia was coming to same strange realization as Curly Wind’s hot cum rapidly coated the insides of her mouth. Was a boy’s cum really this delicious? Why had she not started giving blowjobs ages ago!?

Rainbow likewise stopped her instinctive struggle as Teddy pumped his cream down her throat. To her, it felt like her tongue was having an orgasm all on its own!

Sunset watched, fascinated as Luna’s throat muscles desperately and willingly worked to swallow the entire load, coupled with the frequent audible sound of swallowing. It was good the girls were finally getting a drink of the salty cream. After all, they had been asleep for a good long time. Their stomachs needed a bit of substance in them to keep them fed. And from her days of giving Flash all of those topless blowjob in the backseat of his car, Sunset knew he was exactly the student to deliver in that department.

With a desperate gasp though, Flash suddenly released his death grip on Luna’s head, popping his still spurting cock out, taking a step back. He wasn’t done yet. His hand shot to his throbbing cock as he rapidly stroked himself off, aiming his member at the vice principal. Luna barely had enough time to release a disappointed moan before a nervous gulp as she realized what was about to happen. Her eyes clamped shut just in time as her face was sprayed down with the student’s frothy white seed. Her eyes, cheeks, nose, and chin were all given a healthy coating of cum. Luna desperately opened her mouth wider, hoping that most of it would land inside her mouth, but her efforts were too late as Flash had moved on. Several more streams of sticky baby batter gushed out, flying towards Luna’s breasts as if magnetically drawn. Each of her jugs were given a equal helping, with a good amount of the rich semen flowing between her cleavage.

“Hold still for a while. Hands in your lap,” Sunset whispered into Luna’s ear as she waited for the boys to come down from what was easy to assume, the best orgasm in their young lives. The room was a panting mess as they all relaxed from their euphoric high. She found many of the girls greedily resuming sucking their partners’ shafts, quite hungry for more of the tasty treat. It worked to the boys’ advantage though as their shafts were thoroughly cleaned.

Thunderlane didn’t have the slightest idea what was going on. He just released what felt like a solid gallon of his spunk down Rarity’s tight throat, a good deal times more than he ever had cum before in his life. On top of that, he slowly came to the realization that his cock was still hard as a rock! Usually he lost most of his sexual desire after dumping his load. But now, it was all still there! He still wanted to do naughty things to his sexy little partner!

“Now, boys… how did that feel?” Sunset asked the crowd.

“A-amazing…” Flash gasped.

“Incredible,” Brawly added.

“That seriously just blew my mind…” Heath Burns said. “I feel like I’m in heaven!”

Sunset found even a few girls from Pinkie Pie to Cloudy Kicks voicing their enjoyment from the experience. The body language of some of the more silent and reserved ladies like Twilight, Applejack, and Rarity showed they didn’t find it off-putting either. An enjoyable time was had by all.

Good… Now we could kick this up a notch…

“Great! Now it’s customary in a more formal setting for a woman to thank a man for the opportunity to suck him off like this. Especially if they decide to cum in your mouth.” Sunset waited a moment as a round of sincere thanks were given to the guys before continuing. “Blowjobs are quite common in Equestria. Stallions and mares both walk away happy from the experience so you can see it as everyone winning. But… oh no,” Sunset announced with fake dismay, gesturing to Luna’s cum-soaked form. “It looks like our principal was on the receiving end of quite a shower.” She allowed the student body a good long look on their vice principal as they burned the image of her into their memories. Now Luna was a proper role model to the girls of CHS, firmly displaying to them all a woman’s highest achievement and best look in life. All while a man stood triumphantly next to her with a proud grin on his face. Like a hunter who had bagged his prize catch posing for a photo. “Guys, it’s perfectly okay, if you ever feel like it, to unload yourself onto your partner’s bodies like this. All, it means is that, girls, you have to make sure to stay still while the guys finishes hosing you down and you have to tend to a bit more clean up afterwards. Remember, we don’t want to make a mess! So with that said, any girls want to help clean Luna up?” Sunset asked with a slight giggle.

Several girls in the front row including Applebloom, Wallflower Blush, Aqua Blossom, Pinkie Pie, and Cherry Crash all burst forward at the drop of the hat. Jumping to their feet and racing towards the center stage. Desperately hungry for more of that delicious cum!

Only as the girls were mere feet away from the principal did they find their feet no longer making contact with the ground. Rather, they were being magically levitated in place by Sunset’s magic. “Ah ah ah,” Sunset lightly scolded with a smile on her face. “Remember what we talked about. Here’s a helpful rhyme in case you forgot: Ask a man if you can!”

Some of the smarter girls in the front most who had waited turned to their partners as they quickly asked. They gladly agreed to let them go.

Sweetie Belle, Paisley, and Mystery Mint all stood up and made their way to center stage with smiles on their faces. Obvious that they were not caring how perverted the scene promised to be. The other girls tasted how good cum was themselves! They would understand why they were doing this.

“Good… in this situation though, it customary for a girl to crawl on her hands and knees,” Sunset added as she demonstrated just that. “Lowering yourself to the same height as Luna while approaching slowly shows that you aren’t a threat as your pose itself asks for permission. Some mares can get quite greedy when it comes to cum.” Sunset had only been in Equestria a short while and knew those words were truer than most. Actually, most of what she was saying wasn’t even lying to her friends. Most of it was technically true and worked to push her friends in the right direction. Just like after she had been reformed from being the school’s bully to everyone’s favorite friendliest gal, Sunset relished how refreshingly nice it felt to be the good guy again!

Everyone watched the hot scene as the three girls obediently dropped down onto their hands and knees. Their breasts wildly bouncing and swaying, drooping downwards from their chest as they crawled over to where Luna knelt still. Sweetie Belle and Mystery Mint both wordlessly agreed to take one of each of Luna’s jugs, leaning forward on their hands as they happily lapped up each splatter of pearly white cum with their nimble tongues. Paisley was in the middle, cleaning Luna’s face as best she could. Sunset frowned slightly before remembering these girls’ experience level. A better trained girl would have politely kissed Luna on the lips and shared some of the cum she had collected as fair payment. But, they had a long way to go, that much was certain.

To the rest of the school, the entire scene looked oddly similar to a trio of kittens gathering around their mother as they desperately worked for milk. It was enough to make their cocks throb and twitch again in need.

“That should do it!” Sunset announced as Luna’s features became clean enough for her to safely open her eyes. “Boys, give your partners a pet on head to tell them they did a good job!” The trio, lips still smacking with the bonus helping of Flash’s salty cum happily crawled back to their places beside their partners. Sunset also released the few she was holding in the air with her magic. Those girls whined in disappointment as they too crawled back empty-handed.

“Sunset…” Luna spoke out now, worry coursing through her voice. The long period of eyes-shut stillness had given her ample time to calm from her sexual high and think. It was likely she was the only one in the room still thinking straight. If she didn’t say something, no one would. “Forgive me for asking but aren’t things here a tad… one sided? From my perspective, it seems as though the male in these relationships holds all the power.”

“Well, that’s not quite true, Vice Principal Luna,” Sunset replied. “We’ve only seen the half of give and take relationship so far.”

Luna breathed a sigh of relief, reassurance in Sunset’s plan coming back in full. That was, until Flash issued her another order.

“Face away from the crowd, Luna,” Flash said. Luna complied as she rotated her kneeling position a quick 180 degrees, slightly grateful to hide her lady parts from her student body again. As if her dignity had not since been put through the wash. Soon after she felt a gentle yet firm hand on the back of her neck, pushing her forward and down. Luna didn’t resist as she fell, arms bracing her as her head was pushed almost completely to the floor. Flash’s other hand positioned itself on her groin, insuring it stayed up in the air. Luna grimaced in embarrassment as she realized she was assuming a true “face down, ass up” position in front of her entire school. Flash finished up by gently tugging her legs apart slightly, ensuring the entire school got a clean view of her shaven pussy. A lucky few in the bottom level of the center front row all managed a sight of her breasts mashing into the floor below.

“As we’ve gone over so far,” Sunset addressed the school, “us girls are obligated to help guys out when they notice them aroused,” A quick series of feminine giggles were heard ringing out through the crowd. A good sign that things were getting more relaxed. “But, to address Luna’s concerns, it goes both ways for the guys too. If, at any time you notice a woman is aroused, it is in your best interests to help them deal with their arousal as well. It’s an easy check.” Sunset crawled up beside’s Luna’s upwards-facing butt as she slowly brought her finger to Luna’s folds. Gentle working with her nimble fingers, she rubbed quick circles across Luna’s damp slit. With her index and middle finger she spread open her nethers, allowing her audience a brief look at the snug walls awaiting a cock before slipping the two fingers inside. To Sunset’s surprise, her efforts were not met with a approving moan by Luna. Rather, the women had bitten her lip to suppress one, wanting to maintain whatever shred of dignity she still held.

Feisty one… Princess Celestia is really going to have fun training this one… Sunset thought with glee as she upped her game. Fingers pulling out then thrusting deeper inside as they were hugged by Luna’ walls. As if like a finely tuned instrument, Sunset flicked the woman’s clit, bringing a suppressed lusty moan to grace the ears of her entire student body.

“Yeah, she’s incredibly wet,” Sunset grinned as she withdrew her fingers before dipping the digits into her own mouth. Her tongue lapped away the principal’s arousal as if confirming the fact. “It’s obvious our principal is enjoying the treatment she is going through. Which is nothing to be ashamed about, of course. It’s only natural for our bodies, and only healthy that we do something about it rather than ignore our natural instinct.” Sunset noticed many of the guys in the crowd had taken to checking their own partners if they were wet. What would have once been an open and shut case of sexual assault was now allowed without protest. Even Luna didn’t voice her further concerns as even she could see this was all leading up to her original desired goal for her students of repopulating the human race. Though regrettably remembering that, as a woman, it was her duty to get knocked up with a child as well.

“Now there’s a million different ways a guy can help their partner alleviate this arousal. Use toys, give them a tongue lashing, finger them to climax, and so on. There really is no rules for you, do whatever you want to them. However, for the purpose of this instruction, I think it’s best we focus on the main way a stallion helps a mare…” She nudged Flash in the arm.

“Hey Luna… why don’t you tell us, what’s your favorite position?” Flash asked.

Luna gave another ashamed unseen blush as she was faced with the question, remembering, as per Sunset’s instructions, a female always obeys an order from a male.

“D-doggy style,” Luna spoke, remembering back to a certain regrettable night she had spent over at Superintendent Sombra’s house. She had no idea how she had let herself get that drunk, but she was glad she managed to slip out quietly after Sombra had dozen off after their climax. She did always regret not giving into her curiosity though and seeing what special project Sombra claimed he wanted to show her in his basement.

“Mine too!” Sunset beamed, quickly assuming the position herself as she showed just how casual one could be about sex. “Why do you like it, Luna?”

“Ummmm.. t-the angle… and the spots it hits. I can feel it inside more than the others…” Luna said, hoping the shortened answer of an essay she could write on the subject would satisfy Sunset.

“That, and,” Sunset added with a delightful lick of her lips, “I love how I feel so natural and animalistic during it. Like I’m an animal myself! Not to mention how I relish feeling submissive and vulnerable… the guy having complete control over us! How our boobs droop down and swing out of control as they fuck us wild...”

“She’s not lying there…” Flash said with a chuckle, remembering back to the back seat of his car again. A bit of his boyish charm got some of Sunset’s topless blowjobs to give him the full reluctant Sunset package! Flash quickly got up, throwing the remainder of his clothes off as he joined the women in complete nudity. Other guys followed partly in suit, throwing off their shirts to the edges of the room and giving their partners something else to drool over. Though Sunset didn’t gather up all of their clothing. “Alright…” Flash grinned as he used his hands to position Luna’s hips, facing the class now, with the principal on her hands and knees. He took his rightful place behind her, grasping the base of his cock as he lightly tapped the head several times against her bouncy butt.

The school waited on bated breath, wanting to see if Flash would actually take the final step. Guys were waiting to see if he would be the one to fulfill their shared dream. Even some girls were silently mouthing: do it… do it…

But with restraint worthy of the Titans, Flash held back. At least, partially. He inserted just the tip of his cock into Luna’s warm folds, slowly running it up and down. Taking great pleasure as he endlessly teased her. Making sure the woman always knew he was there and in control with the ability to claim her cunt for himself whenever he so wished.

“D-do it!” Luna moaned, no longer caring as to her appearance to the rest of the school. It was obvious all she wanted was that rock hard cock drilling her insides. Flash dipped another inch inside, but quickly pulled out, bringing another needy whine from the sexy principal. “S-stop teasing me and fuck me!!”

“Get into positions, everyone!” Sunset ordered the class, seemingly strangely ignoring Luna for the time being. “Let’s get ready to follow along!” The students didn’t need to be told twice. Some of them had already taken the initiative. Many of them following the guy’s lead as they adjusted their partners in their preferred position. Copying the stage couple’s doggy style was the most popular choice, followed closely by missionary. All of them though revolved around the man on top with their girls below, making sure both had a view of the action on stage. Legs spread, held together, or ankles bent back to their heads. Some girls marveled at their body’s sudden ability to flex without the slightest bit of discomfort or pain, but it did not linger in their thoughts for long.

For some reason though, none of the boys chose to thrust in. All of them were simply teasing… slowly rubbing their cocks along their wetness to slicken them up, or idly reaching around and groping their sensitive breasts rough enough to leave handprints. They were offering their most sacred of places to the horny teenagers without any strings… but they weren’t doing anything! What was going on? Had they planned this?

“Don’t go yet,” Sunset spoke, gazing upon a room full of students a few inches away from having the best time of their young lives. They were all held still as if they were being primed. It didn’t take long for some to forget their place as they acted like they had control of what was about to happen.

“Fuck me already!”

“Ram it in there!”

“Go on! Do it!”

“What are you waiting for, Nolan?”

“Please please please please!! I sooo need this!!”

Luna wracked the small part of her brain that was still functioning through the thick fog of lust clouding it. What was Sunset doing?! They were so close to saving the human race! All they had to do was thrust inside!

Sunset sighed, though she understood. To the changelings, this was technically considered torture. But, not without a cause they had all worked out beforehand.

“Wait! Before you all start, we have to see to the most important part!” Sunset exclaimed as the tension and heat in the room continually increased at an alarming rate.

With a sudden*poof* dozens of objects magically appeared out of thin air, thanks to Sunset’s magic, as they fell to each student couple. The unicorn picked one up as she held it aloft with her magic.

“This is a little something you’ll see every mare in Equestria wearing. Technically, it’s the only thing you’ll ever see them wearing,” Sunset smiled as she pointed to a black leather like collar. “Putting on this collar around your neck, girls, is an agreement of sorts. You are saying that, as long as you are in Equestria, you agree to live and be treated by Equestrian laws. You forfeit any and all of your rights as human beings, but instead, gain all the rights of being an Equestrian mare! Which is pretty much everything I’ve covered so far… It also comes with a few magically installed safety features for us along with a slew of other benefits. If you agree… tell your partner to put it on. If you don’t want to do it, you girls can go wait outside while to rest of us have our fun. We can’t treat you like mares if you don’t want to be after all!”

Luna craned her neck around to glance at this collar that was apparently important enough to pause her lay. She recognized it instantly. It was the same exact and only thing she had seen alicorn Luna and Celestia wearing! It looked rather intricate. With soft black leather, a metal tag on front, and a silver loop on the back. Something one might see around the neck of a household pet… But surely that was just an Earth trend for collars. Here they could have been normal necklaces! And if they were good enough for alicorn Luna and her sister, it should be fine for her to accept it!

“Very well… put it on,” Luna spoke to Sunset’s utter glee. She turned her head back facing forward as Flash fumbled with the collar. He parted the two sides as he reached around Luna’s neck, her heart beating like crazy as the boy moved it into position. As soon as the open collar got near an empty woman’s neckline it magically surged forward. The collar hit the front of her throat as the straps wrapped around her neck, meeting together on the other side as they melded together in a seamless, unbreakable bond. Flash gave it a few quick tugs to ensure it was on and safely locked into her neck.

Sunset gave a glance to the crowd, sure enough, they had been looking to their vice principal for guidance as they too contemplated whether or not to take it. Well, as much as a girl could when they were horny as all hell, along with a cock mere inches away from their needy wet cunts that would only drive in upon their agreement.

If I put this on… I’m agreeing to do anything a man asks me to? Twilight pondered to herself. But Sunset is wearing one too! She’s never steered me wrong before! Heck, all of Equestria is wearing them! I’m just being paranoid again.

I have to obey men… Blow them whenever I make them hard… Ugggg. But they also have to get ME off whenever I get horny! HA! Knowing me, I bet I’m getting the better deal here. Rainbow thought.

Fluttershy thought nervously to herself. Oh my… s-such a hard choice. What are the girls choosing to do? What does Brawly want me to do? Oh dear… he seems like he would be happy if I put it on… It does sort of look like a pet collar. Maybe he’ll treat me like one…

Those intricate designs! That divine shape! That soft velvety texture! It looks simply to die for!! The principle of neckline fashion! How can I say no to such a gift? Rarity thought. Oh and that other stuff as well. There’s no need for worry in giving them such control. It’s quite apparent Thunderlane well knows how to properly treat a lady. I’d reason the other men of this world know as well.

Ah don’t know about this whole thing… but Ah reckon it’s not so bad. Sunset said it only applies in Equestria. We can go home in two weeks time. What’s the worst the can happen in two weeks? Besides! Ah’m really digging for this overdue apple fucking! Applejack thought.

Wait… Was Sunset saying something again? Pinkie Pie thought.

One by one, each girl agreed, allowing their partners access to their necks. Some moved their hair out of the way as the collar ends were spread open and positioned and moved towards their bare necks. One by one they were drawn to the necks as the collars bound themselves permanently to the girl’s bodies. Signifying their new roles in Equestria.

Just as Sunset predicted, it only took a few girls to really get the ball rolling. The fear of judgement departed as the sense of peer pressure rolled in. Every girl was taking a collar, every girl was now due for the fucking of a lifetime. No one wanted to be left out.

Sunset breathed a long overdue sigh of relief as the last collar was strapped firmly in place around Cloudy Kick’s neck. Every girl had willingly accepted a changeling collar. Now, officially and legally, she and her friends were of equal standing! Chrysalis would be happy with her once again! The changeling could finally relax. Humans acted similarly enough to ponies. And most of all, there was an endless series of nights ahead with sexy cum-filled romps with her best friends by her side. Now, Equestria was truly a paradise.

“Have fun!” Sunset beamed. With that cue, the boys in the room gratefully plunged forward. Their cocks acting like spears as they easily shot through the wet tunnels of their classmates’ pussies. Some taking a moment to fully savor that heavenly feeling as dozens of virginities were claimed in an instant. None sad to see them go.

Yeeeesssssssssssss!!!” Luna squealed like a whore as Flash’s cock pierced her nethers. Flash grinny smugly as their slut of a principal came from only a few thrusts. He didn’t let up though as he ruthlessly jackhammered his cock into her hole. It felt exactly like he thought it would. The woman was a snug perfect fit for his cock. Each time he pushed in, her walls clamped down, hugging him tightly as if not willing to let him leave. He would definitely enjoy having his way with this slut in their time to come.

Brawly was one of those who easily choose for Fluttershy to be on the floor. Her slender legs were flexible enough to hold her ankles by her head without even before the changeling magic and the aid of his hands. This allowed him the perfect view of her uncontrolled, bouncing, prize-winning tits as he ruthlessly pounded into her womanhood. As if already taking to her new station in life, Fluttershy was acting like an animal in in the hottest of heats. Being her first time did not couple well with the fact the changelings’ magic amplified her body’s sensitivity and pleasure. Each thrust of Brawly’s cock inside her felt as though it was making her very mind melt. Rivers of her feminine arousal were flowing down from her nethers. Her tongue lolled out of her mouth, having since lost track of how many times she had come to the endless onslaught of ecstasy. Brawly attached a free hand to her madly swaying tit, groping it like she was his toy. She didn’t care. He could touch her body and finger all her naughty places. She would willingly be his toy as long as Brawly and his wonderful cock did more of this to her!

“Yes! Ooohhh! Yes! Take me, you handsome stud!!” Rarity was likewise in the throes of bliss as Thunderlane’s cock introduced her body to a new realm of pleasure. Her will to maintain a ladylike decorum faded as Thunderlane responded to her challenge by upping the pace of his thrusts, shooting another compliment to her concerning the quality of her cunt. Now the only thing escaping her cum-coated lips were naughty moans and screams worthy of a true nymphomaniac. Fingers, dildos, vibrators… all of those went out her head in a moment. She knew from this day forward none of them would satisfy her lustful craving for pleasure as much as a real cock would.

Sunset gave a content smile as she gazed around the room. Happy, this one time to be a witness for once rather than a participant, for this was truly history in the making. The endless sound of flesh clapping against flesh filled the room, coupled with the lusty moans, and dicks pounding into wet cunts. She briefly remembered back in the other world, there was so much worry in all of their lives, what their destiny was. What would they be when they grew up? What type of person were they? All of those questions for all of her classmates had just been answered today. This was their destiny. This is what they would be doing for years to come. They were people who loved everything about sex. Just like ponies!

Sweet Leaves’s legs twitched wildly in reaction to Heath Burns actions. He planted a trail of loving kisses down the side of her neck as he softly stroked her sides like her long-lost lover. Sweet Leaves didn’t know exactly how her highschool crush knew exactly what turned her on in the darkest depths of her perverted thoughts, but rather considered herself the luckiest girl in the world to have paired with him! The signs were adding up to be conclusive. This wasn’t just a romp with a random classmate she happened to like… this was her soulmate. Heath was destined to be with her forever! To her partner though, this only meant greater pleasure. Her very womb itself felt like it was sucking his cock deeper in, begging for his seed as Sweet’s mind, body, and soul willingly put themselves at his mercy.

“Ahhhh!...Ahhhh!...Ahhhh!” Twilight moaned. Her first attempt at a doggy style rutting was going way different than she had ever fantasized. She had not anticipated the feeling, the unprecedented fullness as a cock popped inside her. Her inner walls were rippling at the strange foreign intrusion, her sensitive depths lighting up with pleasure as her virgin hole was claimed. The veiny shaft opened her up wider than she had ever been before as Thunderbass hit every fold and sensitive spot as it drove into her body. She could feel it inside her, its deepness, the heat of the cock as she was impaled with each and every glorious inch.

Her body trembled, unprepared and unable to cope with the sheer throes of pleasure this boy was sending through with just a few ruts of his hips. The pressure had built up like a balloon that popped and popped again. Her arms grew weak as her body was wracked with multiple orgasms, unable to sustain her weight as they faltered, her upper body collapsing against the cushions below as her tongue fell from her mouth in an undignified state. It didn’t impede Thunderbass though as her hips were held upright, allowing his cock to continue its free passage into her overflowing hole.

Teddy couldn’t stop grinning as he laid his claim to Rainbow’s pussy. Like he and everyone else at school suspected, Rainbow had the tightest pussy at school. Those hours upon hours of endless sports finally being put to something useful. She was coping through the dangerous levels of bodily pleasure better than the girls next to her. Even went as far as to wag her hips as he hilted himself into her womb. Teddy wasn’t even done using her before he even started planning how he would lay waste to her womanhood next. And he would have all the time in the world to break this slut in. She belonged to him now as his property, after all.

Sunset whimpered slightly now as the heat in the room was getting to her too. Every girl in the room was being pounded to oblivion with a thick cock except her… she felt she was on the verge of a orgasm without even touching herself. Changeling magic was weird in someway. Her weak legs grinded against each other as they desperately sought some sort of stimulation. Yet she knew she would be harshly punished if she even thought of masturbating.

“Over here, Sunny,” Flash grinned, patting Luna’s side as he continued his relentless assault on her nethers. Sunset smiled happily as she obeyed the boy’s command. Taking position on her hands and knees next to her moaning vice principal. A loud slap was heard as Flash’s hand spanked into her bare rump.

Ahhhhh….” Sunset whorishly moaned, wiggling her butt as if begging for more.

“Couldn’t ask for a better girl,” Flash beamed before reaching over and shooting his fingers into the unicorn’s soaping unused cunt. Sunset screamed at the top of her lungs as the student’s digits wiggled inside her.

Soooo much better than my own hands,” Sunset groaned as she enjoyed the sensation. Men really were the best.

Sunset simply lay there, enjoying the moment. Content with all things in life as her privates were played with, her friends were having the time of their lives, and everyone was just so… happy. She wished that this moment here would last an eternity. That the cocks reaming these girls would do so until the end of time. Every part of the girls’ bodies would be touched, caressed, and explored before being coated in layers upon layers of cum from every guy. All of her girl friends would be bought and pushed over the edge to countless orgasms as they learned what it truly meant to be a woman. Sadly, all good things in life eventually came to an end. But not without going out with a bang.

Sunset struggled to grip control of her mind as she attempted to speak. Issuing her most important instruction yet to all the boys in the room. “Inside!! Cum inside them!!” She managed before collapsing downwards as her arms gave way, Flash having double timed his fingers and rutting as if to reward her choice of words.

No one needed to be told twice. Their tempos increasing as they made sure to make the last few moments of their first orgy the most memorable. The grips on waists and hips tightened down, ensuring the girls wouldn’t be able to escape from what was coming even if they tried. Their thrusts grew more feral and uncontrollable as they hit the glorious apex of their lives.

One final thrust, as deep as their throbbing cocks could go, piercing as deep into their lover’s womb. Not a moment later did the dam burst. The pulsating cockhead bursting like they had pent up a year’s worth of seed. Feminine screams and howls were heard, the loudest yet as their rippling walls clamped down like a vise. The tightest grip yet as their bodies desperately worked on their own to coax out every drop of the gift it had worked for.

The students, boys and girls alike, found their bodies locked in place, unable to move as torrents of fertile potent seed erupted forth. Filling every available inch of empty space in the girls’ wombs, painting them white. Endless jets of creamy spunk was pumped into them as their wombs reached capacity and started to slightly expand outwards, foreshadowing what was to come. Feminine moans were heard all around as their wombs were finally marked with their new owners’ fertile seed. Their bodies rewarding them with their most powerful climax yet. Spines tingled, visions blurred as fireworks went off in their eyes. Their muscles gave way completely, as did many of their minds. Unable to cope with the pure unadulterated pleasure countless leagues above anything they had ever experienced in their young lives. It was all their brains could do was shut down as their wombs were seeded.

One by one, eyes rolled into the back of the girls’ heads as they moaned their last and fell into unconsciousness. Their walls still working on bodily instinct alone to milk out every last stream of cum their partners’ wonderful cocks had to gift them. What felt like several gallons of semen had been pumped directly inside the girls’ bodies over the course of several full minutes, signalling their pregnancies were all but assured.

The room was eerily still in the moments after, the boys, and the few still conscious girls basking in the radiant afterglow their actions had led to. There were no words, just ragged breaths and the occasional pop as a cock sprung free from the airtight seal their partners’ pussy lips had formed around their members.

Sunset too, mewled in satisfaction as she felt more complete in her life than she ever had before. Taking a glance to her side she quickly noticed Luna was one of the many whose consciousness did not survive the ecstasy of the ordeal. The vice principal’s naked body lay flat on the ground. Used, exhausted, and defeated. Flash stood triumphantly over the conquered woman, the weapon between his legs still slick with a mixture of her sexual juices and his cum.

Sunset giggled again before asking. “May I help clean up… master?”

“Go right ahead,” Flash grinned, petting the unicorn’s head one last time.

Taking the boy’s cock into her mouth briefly, Sunset bobbed her head several times as she sucked and cleaned every drip of fluid from the boy’s member. Greedily swallowing the delicious mixture down with a smile. “Thank you…” Sunset smiled. Now this was going to be the perfect reward for a job well done!

Crawling around behind Luna, Sunset spread the legs of the vice principal, closely inspecting the solid river of thick white cum flowing outwards from the woman’s abused lower lips, which were found still twitching slightly in aftershocks of her mind-numbing orgasm. Sunset gave a quick nod before her horn ignited with magic again. The river of outflowing spunk promptly stopping as a magical barrier sealed the rest of the payload safety inside Luna’s womb as it hunted down her eggs.

The classroom remained quiet after that while Sunset continued to work. Most of the girls remained unconscious while some of the guys celebrated amongst themselves. High fiving and talking as others simply folded their hands behind their heads as they lay back to relax. Enjoying the afterglow of what they had all just done together.

One by one, Sunset crawled and checked over each of her female classmates. Gently spreading their twitching legs to check if their glistening folds had properly been inseminated before likewise magically sealing the potent substance inside them. Afterwards, she used her mouth to tend to cleaning the tasty juices of each boy, giving a small kiss on the tip and a warm smile shot upwards in thanks. A few of the girls who had maintained their consciousness beat Sunset to the task of cleaning, but still had their partner’s cum sealed inside them. It brought no small pleasure to Sunset to see some of the students affectionately kissing and petting their partners. Sleeping or awake.

It took awhile to get to everyone, but the room needed a good long break. Finally, with one last magical seal, Sunset blocked off the outwards flow of cum in Fluttershy’s freshly deflowered pussy.

“Well…” Sunset finally said, breaking the silence. “I think this went as well as anyone could have hoped for. If you guys want, I can show you all to the dorms where you’ll be staying. If you knocked out your partner, it’s probably best you pick them up and bring them along,” Sunset said briefly before remembering that all the guys were still naked. “Oh! And you can get dressed now too, guys.”

“D-dressed?” Rainbow muttered as she, Cloudy Kicks, and Baton Switch all watched in shock as the boys collected their discarded clothing laying around the room and put them back on, concealing their bodies from their prying eyes. Unlike their own clothes, theirs had not been magically teleported away! The door to the room finally unlocked as they were allowed passage outside. “I-I thought we all had to be naked in this world…”

“Oh… I guess I forgot to mention that,” Sunset giggled slyly with a mischievous look, tapping her collar. “That’s only a rule for us girls…”

“W-what?” Rainbow gasped as she was suddenly scooped up into the surprisingly strong arms of a fully clothed Teddy as he carried her to the door.

“Hey, I kind of like my clothes,” Teddy chuckled defensively. “And I would kind of like it if you stayed naked, Rainbow.”

After the major rutting and climax fest they had just been on the receiving end of, Rainbow and the other girls didn’t exactly desire anything that would hinder, in any way, that type of love making from happening again in the near future. Besides, the rush of their shared experience still had her thinking her nudity wasn’t that much of an embarrassing thing anymore.

“Okay, f-fine! But you owe us big time for this,” Rainbow pouted as she crossed her arms as her new owner carried her out the door and followed Sunset. “And at least Rarity ought to be happy…”


Following the fateful events of that day, along with the successful collaring of all female students, the CHS teenagers weren’t surprised to find where Equestria had them headed. It was, in fact, the same building they had been in, the School of Debauchery.

As reluctant as they were to admit it, the humans, boys and girls, were rather inexperienced in the art of sex. So, in light of that, they were tasked with improving their skills with relentless practice and study. Trading desks at CHS for desks in Equestria, cocks and climaxes included. A happy exchange for most. Now sex education promised to be fun. As well as actually teach them something useful this time.

Their new living arrangements were the dorms of the school. And, it came as little surprise to anyone that each boy girl couple would be sharing a single bedroom living space. All with which came fully equipped with basic furniture, an open shower, and a stocked bookshelf. There was also a box of naughty toys hidden beneath the bed for whenever they went looking around, which Sunset knew they would. It was rather plainl for Equestrian standards, but high class on Earth’s.

The single bed, mixed in with a strong lack of adult supervision and all their similar behaving friends made it the ideal space to promote further lovemaking. Upon learning of their success, alicorn Twilight scheduled the humans with a complete education course in the new school. Allowing them all to learn of the magic and wonders the new sex-filled Equestria had waiting for them to experience. Though, despite their collars, the girls remained somewhat of a protected class for the time being. As, given Sunset’s words, at their current experience levels, having them sleeping with a changeling or certain skilled stallions would lead to their minds melting in pleasure. Except this time it would be more literal than figurative. Not only that, given what happened to the mirror portal, humans were officially classified as an endangered species. Meaning every nine months for the rest of their days, the girls of CHS would be expected to pop out baby after baby. A baby that would be human and only human. It was quickly ruled that any non-human creature impregnating a human female, for any reason would earn one of Equestria’s harshest punishment. Which didn’t actually do much to scare off many ballsy individuals. The thought of getting their dick wet in a new innocent and sexy creature was all too enticing. That was until they heard that Chrysalis herself would would get involved in their punishments...

Sunset Shimmer was now officially marked as Flash Sentry’s property and personal sex slave, who happily joined her friends and fellow students at the new school as both a counselor and a student. Having arrived in Equestria as recently as her friends, she too had a good deal to learn about how Equestria had really changed. But mostly desired to be there with her friends as she helped them adjust to the wonders of ownership. Celestia knew they still needed the full picture. The initial run had taken off smoothly but as their lusts faded and their minds got back to thinking, Sunset worried the corrupt thoughts and twisted ideals of gender equality from the old world would seep back into their minds before they were fully trained. Plus, someone still had to break the news to them that the portal back to their world was utterly destroyed...… by an ‘anonymous’ individual. It sure as heck wasn’t going to be her.

On top of that, for the changelings, there was still the matter of the three captured human girls that had wrecked so much havoc in the dream sequence. It was true they likely deserved a swift punishment for their actions, not just here in Equestria, but back on Earth as well. But at the same time, every human womb desperately available was needed in action...

But, in a larger sense of things, the campaign of the humans had finally been completed. With positive results but not in the numbers any had hoped for. Still, Equestria was happier and better as a whole with their newest additions who appeared all too eager to learn their ways.

Elsewhere though, the world itself braced as it prepared for the changelings’ next onslaught target. An ominous storm gathered above the Dragon Lands as Dragon Lord Ember felt a chill running down her very spine.

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