Total Changeling Domination

Rays of Celestia’s embracing sun shined into the Manehattan suite through the curtains, bathing a softly sleeping Starlight Glimmer in its warmth. With a gentle yawn the mare awakened from her slumber, cracking open her eyes as she sat up in the oversized bed. The sheets fell from her body as a result of the motion, revealing her glistening uncovered hourglass form to the light as her arms went over head in a wide stretch.

Looking down, Starlight surveyed the damage… or rather, lack of damage done to her body as a result of last night’s ‘training’. Her stomach, once bloated as if pregnant with excessive cum from not one, but two changeling cocks emptying their payloads into her womb at the same time, was now deflated back to its normal slim and smooth like a supermodel default. Even her pussy didn’t feel a hint of soreness the from intrusive act… Starlight supposed she had the changeling’s Equestria-wide aura to thank for that. The same magic that insured her cunt and ass would stay tight and snug, no matter what her two owners decided to cram into it next time.

“Good morning, sleepyhead,” Tylus called out to the mare, upon noticing she was up. Starlight spotted the male and female changelings sitting over at the nearby dining table. Tylus was dressed in his normal shirtless attire while Seta wore her short and skimpy black jagged dress. The pony happily bounced off the bed and crawled over on the floor to their feet.

“Good morning, master. Good morning, mistress,” Starlight said, her voice failing to hide her eagerness for the inevitable training and fucking she was sure to receive today. Seta, too, seemed to share her enthusiasm as she picked up the mare with her magic and embraced the pony in a long overdue hug.

“Mmmmm… you were great last night my dear…” Seta cooed, swinging the symmetrically docked mare from side to side. Easy, given the immense strength all changelings possessed in Equestria. “so eager… so sexy… so perfect! Everything I had hoped for when dreamed of owning one of you for my own…”

“Eh, the sex wasn’t that great,” Starlight admitted. “In fact, you guys were pretty awful at it.”

“W-what?” Seta gasped, releasing Starlight from her grasp.

“I mean… I’ve had better fuckings from dogs compared to you two,” Starlight spat as she went on. “I thought changelings were supposed to be good a sex! Whatever! I’m leaving you two to find someone who can actually make me cum!”

“I….I don’t know what to say…” Seta sniffed.

“Knock it off, Seta,” Tylus groaned.

“Awwww….” The changeling whined. Starlight Glimmer’s face blinked once before the storm hit.

“Oh my god! Oh my god! I’m sorry! I’m so sorry! I don’t know what came over me!!!!” Starlight cried. “I didn’t mean anything I just said!! I’msorryI’msorryI’msorryI’msorryI’msorryI’msorry I’msorryI’msorry!”

“Hmmm, interesting…” Seta noted the reaction. “You wouldn’t happen to originally be from Vancouver, would you, Starlight?”

“Wait… what?” Starlight asked, looking up from the many apology kisses she had been placing on her two owners’ feet. Neither of the changelings seemed as though she had said anything weird at all. “You… you two don’t seem mad… What’s going on?”

“Sorry my dear,” Seta cooed, picking the mare up with her magic once more and levitating to her feet. “I was just, how you say, giving you a real and hands on demonstration of today’s lesson…”

“Translation, she was screwing with you,” Tylus corrected.

“O-oh,” Starlight breathed, more relieved than anything else she had not just worried the best arrangement that had ever happened to her with a random slew of words she had spit out. “F-for the record… I haven’t actually had sex with a dog…”

“Well not yet anyway…”

“What is the lesson exactly?” The mare asked quickly before her masters had ample chance to get any perverted ideas in their head. “And what just made me say all of that?” Starlight’s body flew up and laid face up on the table before being released by the pink aura holding her. Seta began to gently rub the mare’s body, even Tylus did as well, both treating their slave similar to a dog dying to be pet. Starlight Glimmer didn’t mind the constant roaming hands exploring her body, knowing that changelings were incredibly fond of this sort of thing.

“You’ll be learning about my hive’s ‘gift’, of course. Each major changeling hive has their own specialty. For Nexia’s hive, we focused on none other than: mind magic.”

“You mean-” Starlight began.

“That’s correct,” Seta said, to which Starlight realized the changeling hadn’t anticipated her answer, but had actually read her mind.

“Mind control, mind reading, memory alteration, bodily functions… all of which, and more, we can do with our target once we are inside their heads,” Seta went on. “It wouldn’t be wrong to say we have more control of our host’s bodies than they do themselves, oddly enough.”

“So… you’re in my head? You can see all my memories and thoughts?” Starlight asked.

“In a way… yes,” Seta answered plainly. “Though I will understand if you aren’t quite comfortable with the-…. You are fine with it apparently, amazing,” Seta corrected herself. “I wasn’t anticipating anyone on taking the news so well…”

“I mean… I knew what being a sex slave involved when I took this collar,” Starlight remarked. “I know women aren’t entitled to a shred of privacy in this world. I can deal with it. Actually… I wouldn’t mind the fact that my owners will know I’m telling the truth when I say I love their cocks!”

“You continue to amaze me, Starlight,” Tylus said, lovingly squeezing his pet’s breast with a hand, which earned him a soft passionate moan in response. “Truly an ideal mare that all girls should strive to be like…”

“Thank you, master,” Starlight beamed before turning her head back towards Seta’s side of the table. “But mistress, what did you mean ‘as of last night’?”

“Hmmmmmm,” Seta mused, thinking to herself for a mere moment. There was so few ways she could properly explain her powers after all. She didn’t want her mare to get the wrong idea. “I guess I should work back to that. First, you see, there are many types of mind controlling spells out there… But ours require complete access to one’s brain for the complete and total control we desire to have. With that come certain difficulties to obtain said access, depending on who we are dealing with.” Seta illustrated her point with her magic, drawing two pink outlines of an earth pony and pegasus pony in the air. “Earth and pegasus ponies are a simple matter. Our magic can seep into their brains and take control of them in an instant without the target even realizing it.”

“Those two pegasi you put to sleep back in Ponyville where we met…” Starlight suddenly realized.

“Correct,” Seta went on. The magical images morphed into a unicorn and alicorn. “For magic using ponies like yourself, Starlight, heck, even other changelings, they are a bit more difficult to gain control of. Even the most inexperienced magic users will have mental barriers in place, preventing us from unhindered access to their brains.”

“But I’m a unicorn who uses magic,” Starlight retorted, “how are you in my head then?”

“Because there is ONE way our type of magic can infiltrate your mind, through those mental barriers as though you were a common earth pony. A certain and brief moment in time when those barriers are, for all intents and purposes, dropped, allowing us to create a backdoor into your mind. A shortcut, if you will, through those mental firewalls that our magic can cut through for all future access.”

“A certain moment… you don’t mean…?” Starlight began.

“Mmmmhmmm,” Seta nodded. “A mare’s climax is such beautiful thing. In that short yet sweet window your bodies simply explode with pleasure like a dam bursting at the seams… Every cell in your adorable body rejoices in glee as its form concentrates on prolonging as much of the intensity as it can. This includes your brain, which drops its normal defenses as it surges and copes with an extreme overload of pleasure, some so intense it can even cause a mare to blackout… as you did, heh heh. Anyway, you didn’t notice it but my magic worked its way into your cute little head during your delightful moaning orgasm last night… which allowed me to subsequently check to ensure no longer-term damage had been inflicted on your mind.”

“Amazing…” Starlight remarked.

“I’ll say,” Tylus agreed with a nod. Starlight noted that this was apparently information that Chrysalis hive drones were not privy too. “I know Queen Chrysalis must’ve been trying to replicate a similar effect when she mind controlled Shining Armor in the days before his wedding with Princess Cadance.”

“I’m well aware of the reports revolving around the event,” Seta replied. “The spell she used was clunky, ineffective, and ended up breaking easily… which ultimately lead to her defeat. And Chrysalis slept with Shining Armor… what? Eight times to get it to work?”

“Eleven… but she was going to do that anyway, so…” Tylus shrugged.

“Well, regardless of the results, I commend you all on the attempt,” Seta said.

“Thank you,” Tylus replied plainly. “It would have been nice to have gotten to work fixing Equestria’s flaws a few years earlier, but ponies were rather stubborn back then.”

“Uhhhhh, you guys know I’m right here?” Starlight asked. Though she had nothing to do with the changeling failure at Canterlot. At the time she was still taking cock from her Equalist/personal stallion stud farm. Even if they were all equal at the job, a cock was a cock. More than enough to make her cum. But on a side note, it was sooooo nice to see her two changeling owner’s getting along now!

“But had we had one of you girls… our attempts in Canterlot on that day would have surely been a success,” Tylus added, patting Starlight’s breast. “It’s a shame though. Our two queens would rather give mares equal rights to stallions than to consider working together.”

“I know right?” Seta groaned in agreement. “Nexia was always so strangely stubborn, so deadset about any of us getting too near one of you guys… And our magic is the best at infiltration! With shape shifting like normal, you have to deal with the original pony, then assume their personality, if you know of it, and act convincingly around others who may know them! With control over their minds, you don’t have to do any of that!”

“I’m not going to lie, that does sound soooo much easier!” Tylus practically gushed, before catching himself in the act. “But, eh, my hive always seemed to pull off convincing acts when we replaced a pony. Mare or stallion. We are all rank A actors,” He said with a firm nod.

“Yeah… right,” Starlight mumbled. Her memories drifting back to when changeling Applejack and Rarity laughed in her face as she confessed her embarrassing predicament to them.

“But, Starlight my dear,” Seta said, turning to her nude mare captive with her widest, almost nefarious grin yet. “We haven’t even gotten to the point of this lesson yet. There’s a reason I am sharing this secret knowledge of Nexia’s hive with the two of you. Stand up for me, Starlight.” The mare quickly complied, hopping off the table and standing at attention before the changeling who matched her height. “If there’s one thing to be said about your hive, Tylus, is that it sure knows how to strike a deal…” Seta cooed, as she fixed an out of place strand of hair on Starlight’s body. “A mare’s owner hold full rights to their mind and body. Not only that, but they have legal right to do anythingthey want with them…. Anything… I’ll be sure to take full advantage over that fact…”

With those final few words, the female changeling began to dissipate. In just a few mere moments, she became less of a solid and more of a gaseous cloud. Her body converting into a pink-colored mist from head to toe.

“W-What’s going on? Should I be worried here?” Starlight stuttered, taking a panicked step backwards as the pink cloud moved towards her with a sort of consciousness. Not that Starlight could escape it. The pink cloud of dust flew directly at her head, splintering off into a dozen different streams. Each one picked a different hole to enter the mare from with a mind of its own. Her nostrils, her ears, agape open mouth, or even directly through the top of her skull. Not that Starlight felt any of it, had she not been even looking, she wouldn’t have realized anything had happened. It was slightly reassuring at least.

After a moment, Starlight opened her eyes, as it dawned on her that nothing was wrong. A quick look around the room revealed she was still in the same spot. Tylus was leaning back in his chair… sporting a rather hard erection that she would probably have to deal with later. And Seta was nowhere to be seen.

Mmmmmm it’s cozy in here… Starlight thought to herself. Or at least… someone else thought. It was… a different voice than the one in her head that usually voiced her thoughts. Not like she had often thought of her mind really having her voice. But this one sounded exactly like her female master. You know you can reply to me Starlight… I can hear all of your thoughts in here…

Seta?! What exactly are you doing? Starlight exclaimed back. Trying her best to not sound so panicked in her own thoughts.

You asked before if I was in your head. Now I am… in a much more ‘literal’ sense. Heh heh………

Ok fine, I’m getting the sense I didn’t really explain anything there. Well… This is how the girls of my hive usually carried out our covert operations. We don’t just take the form of a pony, or griffon, or dragon, we BECOME them and share their bodies with them, most of the time, without any knowledge of it happening from the host, aka, you.

Starlight watched in startled amazement as her body began to move. To herself, it felt just like an involuntary movement. But instead of the small spasms her body used to throw at her, now it felt like they were moving with a purpose. Her legs took a sultrier pose as her hands started to roam her body and privates, getting a decent feel of her newly acquired real estate. Starlight looked down and licked her lips in glee… though none of that was from her own free will. A small part of her knew that it would take little effort on Seta’s behalf to convince her mind that it was.

In here I have a much greater range of control over you and your body… like I said, more control over your body that you wield normally. So believe me when I tell you there a thousand and one bedroom applications to this… It goes without saying that am going to spending A LOT of time in here… I might be a tad late on the rent payments though.

“Hehe,” Seta spoke, but with Starlight’s voice and body. “What do you think, Tylus?” Starlight’s hands drifted from her enormous breasts down to her thoroughly soaked cunt, giving her fellow slave owner a good view. “As a sex slave, Starlight doesn’t have the right to masturbate without permission, but I don’t need such permission!”

“Please don’t…” Tylus groaned, covering his face with his hands. “That just sounds like a horrible legal nightmare that will tie up the courts for years…”

“Fine,” She said with a shrug, withdrawing her greedy fingers from Starlight’s pussy. “I’ll give you back control of your body now, Starlight,” Starlight said. “Tylus had some other matters he wanted to teach you. In the meantime, I am going to go AFK for a bit while I dig through here… Don’t worry about me combing through your naughty memories though. I’ll save those for movie night!”

“Ummm… thanks?” Starlight replied to herself as she slowly regained the ability to control her limbs like she always had. She clenched and released her hands, insuring that everything was still working properly. Fortunately, everything was fine.

“I know this all must be a lot for you to take in all at once,” Tylus spoke to the mare.

“Yeah… really it is,” Starlight replied, sensing that Seta had drifted towards the back of her mind and was no longer paying attention to the real world. “It’s interesting and weird at the same time. I never would have guessed powers like this existed in Equestria!” It was a rather odd thought… knowing another creature was inhabiting her body…

“A changeling’s magic always revolves around their ability to have sex. Directly or indirectly. The spells we have at our disposal only serve to promote that goal. So even with our vast strength in magic you girls provide us with, there are still some spell we cannot perform. Turning a salt shaker into a pink teacup? Can’t do that. But increasing a mare’s breast size to the point she can no longer walk? That we can do…”

Starlight gave a slight shiver at the thought of herself in such a predicament. Though rather limiting in personal mobility, she did imagine it would be quite pleasing to her changeling masters, whom she knew preferred larger boobs over those smaller. And her master’s pleasure ranked in importance far above hers.

“But enough of the confusing new, let’s get you moaning to a nice slab of the old…” Tylus grinned as he fished out his throbbing cock. He levitated Starlight’s body back up onto the table, planting her bare butt onto the table’s edge. Her legs hanging off the side briefly before her ankles were enveloped and bent backwards towards her neck. A flexible pose that Starlight could have never hoped to achieve before the changeling’s arrival. Now it ranked as one of her favorites. One that moved her legs out of the way and gave a cock a clear unobstructed path towards her needy womanly folds.

“Ooooo, is my naughty changeling owner itching to break in his toy once more?” Starlight cooed seductively, her body quivering in eagerness to be used and abused for its one true purpose again. “By all means have at me, master…”

“That’s right… keep on running your mouth, little slut,” Tylus snickered as he teasingly stroked his rigid erection mere inches away from the mare’s prize hole. The slave’s eyes no longer meeting his, but his swaying cock, strictly following it like it was a swinging hypnotizing golden watch. “Let’s see if you’re still talking in a few minutes when I put you in your place…” The changeling grabbed two spots on the mare’s hips, pulling them both slightly into a better position. He savored the brief moment of anticipation as he prepared to strike.

He thrust inside her. There was no soothing gentleness, or lack of speed to his cock, Tylus hit the ground running at full force. His cock jackhammering inside Starlight’s velvety walls, not giving the woman ample time to adjust or cope with the sudden acceleration of pleasure. The mare’s hips didn’t even match his thrusts, either from shock or pleasure overload on her part. He preferred the latter.

“YESS! YESSSS!!!” Starlight cried at the top of her lungs. “Fuck me, master!!”

“Good little fucking slut,” Tylus groaned. The sound of their slapping flesh filled the room at an almost deafening volume. The changeling’s hip, a testament to his race’s sexual prowess, were a blur in speed.

“Tylus, STOP IT!!!” Starlight suddenly yelled.

To the changeling’s credit, he managed to hear and comprehend the mare’s voice over the sound of their hips meeting together. He slowed his thrusts to an eventual stop before pulling out his soaked and still rigid hard cock from the depths. Not wanting to continue for a moment longer if his partner was no longer consenting.

“What is it, Starlight? Is something wrong?” Tylus asked, hoping that there wasn’t.

“W-what?” Starlight asked, her voice filled with as much worry as the changeling’s. “Why did you stop? I was enjoying that…”

“I thought… didn’t you say?...” Tylus began, that was until he saw a trail of pink smoke flowing outwards from Starlight’s head. It pooled on the floor a few feet away from the pair before slowly materializing into a tangible shape. It was Seta… but looking rather worn and weary from a recent ordeal.

The female changeling wasn’t standing, instead she was collapsed on the floor, chest held up by her arms as she panted and heaved in… panic.

“Seta…?” Tylus asked, his voice filled with unusual concern for the changeling that he should have considered his enemy. He cast his cock to the back of his mind for now as he turned to meet her back. “T-that was you? Is something wrong?”

“NO!!... No…” Seta panted, whatever it was, she took a long time to collect herself over the matter. Tylus reached out a hand to comfort the disheveled changeling, only to have it swatted away. “I…I guess I failed to mention I feel everything the host does while I’m inside them… It’s my fault… It’s just…. Uggggggg!!!!” Seta groaned clenching her groin.

It was at this point Tylus and Starlight both noticed the female changeling’s magical futa cock was no longer present. Instead, the ridiculously short dress was open to almost grant them a generous view of the changeling’s womanly folds… assuming she turned to face them. That potential prospect soon faded, however, as the familiar pinkish glow of magic began to flow over her sex, and form the same floppy futa cock as she had wielded before.

“Just… go play with our pet for a while,” Seta deadpanned, her gaze unable to meet the other two as her nimble digits wrapped around her new shaft and idly began to stroke away. “I need a few minutes to myself.” With that the changeling sauntered off from the pair and into one of the far corners of the room. Her hand never leaving her cock, but also not appearing as though it was quite in the mood to rub one out.

Tylus and Starlight both stared at the changeling’s back for a long while, neither knowing exactly how to proceed, or even what was going on for a while. Tylus exchanged glances with the mare, who nodded in response. Against their better judgement, they both confronted the female changeling.

“I was a fool to think you were just going to simply teach her something,” Seta sighed, sensing the two of them approach from behind. “You were just going to fuck the pony…”

“No reason you can’t do both,” Tylus replied plainly. “But what’s going on with you, girl? You’re acting so… strange. Was it from really taking a brief pounding? I mean, no offense and all… but I thought the girls over in your hive would be accustomed to that sort of thing…”

“Do… do you really want to know?” Seta exhaled sadly, her hand still dully pumping away at her cock, which wasn’t even hard yet.

“Yeah!” Starlight pleaded. “I mean, it makes sense. If we are all going to be living together like this, we should know what’s allowed and what isn’t. A simple guideline wouldn’t hurt anyone.”

“My apologies,” Seta replied. “It’s just… I am more accustomed to my hive sisters taunting and teasing me at this point… I’m-I’m not really used to others being genuinely concerned for my wellbeing…” A small ghost of a smile etched onto the corners of her lips, one that vanished as soon as she began talking one more. “Very well… take a seat. No reason our slave, Starlight, needs to be the only one to learn something today.” A chair magically shot out over to Seta’s rump, where she neatly sat down upon.

“Tell me,” Seta began, “what do you know of the popular futanaria spell? The very one that allows me or any other woman to have that crucial part of a male’s anatomy. Have either of you cast it before?”

“I know that it was a rather secretive spell in Equestria’s nightlife industry,” Starlight answered, as she took a seat on the floor, “Great for wealthy mares who were looking for a little extra twist to the fucking they received. That was until you guys came along. Now it seems fairly common. A spell both unicorn, alicorn, and changelings hold in their arsenal, at least the ones experienced in magic that is. But… as for casting it on myself… No, I’ve never had one.”

“And what would it even do if I cast that spell on myself?” Tylus pondered as he scratched away at his chin. A cock on top of his cock? A cock within a cock? Double cock!?! Whatever it happened to be, it could only end in good things!

“It is a common spell for us,” Seta said, “the girls of my hive know it. Or… I guess a more apt way of stating it would be we must know it.”

“You don’t mean…” Starlight gasped.

“We are only allowed to have these cocks,” Seta sighed sadly, gesturing down to his magical male appendage. “By order of Queen Nexia. No negation. But it wasn’t without reason. These cocks do more than look good…”

“Really now…” Tylus said with a slight tilt of his intrigued head. “What exactly?”

“The spell that grants a woman a cock doesn’t simply do just that, it also adds a ball sack, full of functioning healthy sperm cells… that also can serve as a nourishing treat for a mare. But, did you know the futanaria spell also implants a small part of a male’s mind inside our brains while it is active?”

“Wow…” Starlight gasped. I wonder if Twilight knew any of this…

“It serves to help a woman ‘perform’ with her newly added tool. Thrusting one’s hips with a new weighty and rigid third arm, in an area that was previously empty, would come off as awkward to most… But this small part allows a woman to thrust with ease like it was natural, even among the first cast of the spell. But… it also….” Seta paused, as though she had difficulty coming to terms with the next piece of information. “It also…. technically… makes us slightly smarter as well.”

“What?!” Tylus exclaimed.

“Believe me, Nexia was not happy in the slightest when she learned of it… But facts are facts. And a male’s mind, as ridiculous as it may seem, is better at processing information and coming to logical conclusions with minimal interference from emotions… aka, that certain thing my gender has a history of getting entangled with. One of the many reasons mares aren’t suited and were never suited for positions of power or authority. The futanaria spell allows us to tap into a small part of that benefit… But it was because of that fact that our queen declared we are only allowed to have these cocks.”

Starlight remained silent. Tylus too, felt it best to not add his input.

“When we were all growing up in the hive… we were taught by our Queen herself that cunts are a sign of weakness, or the lesser sex. That anyone with a skilled cock at their disposal could get anything they wanted from a woman. And it was true. Even before the invasion, I’ve seen my fair share of some of the wealthiest mares in Equestria, willingly signing away their inheritance, gold, and business to some random street stallion. All because he had a silver tongue and managed to snake his cock between her legs…”

“Look…” Tylus began, “I’m a fan of the many entertaining stories with men triumphing over woman as much as the next guy. But this,” He emphasized, pointing at Seta’s cock, “doing this forever?! Forgive me, but it’s just not right. Every now and then to help spice up your love life is fine, but Nexia, your queen, should realize that at a certain point, you’re just pretending to be something you’re not. I mean ok, we’re changelings and everything and that’s kind of what we do and all… But this is different!”

“Oh sure! It’s so simple for you to say!” Seta spat at Tylus through glared eyes that focused directly at him. “You don’t understand what lengths that woman goes through to be on top! To be superior above all else! To be the best changeling race in existence! If you were a leader, which side would you rather be on?! The cunts who are to be controlled, or the cocks who do the controlling? We are mind controlling changelings, Tylus! Take a hint! We are supposed to be in control! Not the forsaken breed of our race that accepts the limitation of our gender and surrenders without a fight!”

“Mistress, please…” Starlight begged, rubbing up against the side of her owner’s leg in an attempt to calm the angered changeling.

“Sigh…………….. I know… I’m sorry, girl,” Seta said, rubbing the mare’s head affectionately. “I shouldn’t get so worked up over this. But even though I’ve left her hive… I still can’t help believe in what I’ve been taught growing up. We are forbidden to even feel what it’s like to have a cock inside our cunts… punishable by death.”

“You… you all are expected to go your entire lives without having that joy?” Starlight whined. Now that sounded like a fate worse than death to her.

“Well… a few of us do,” Seta remarked. “The top few of our hive. Those with stellar performance in the field and near perfect beauty qualities… Those few girls in our hive are selected to be bred by the Queen’s mighty cock herself. My brood sister, Vixen… she is at the top of Nexia’s rankings, and one of the few to be selected for breeding. I, of course, was nowhere near her level of performance.”

“Well… at least someone is feeling what it’s like to be a woman,” Tylus remarked.

“She did for a brief moment. But Nexia puts a backdoor in all of her brood mates’ heads while they are cumming. She wipes whatever experience they may have had from their memories immediately afterwards.”

“Shit…” Tylus said, cursing dryly in the air. “I’ve never meet this queen of yours, but I’m getting a strong dislike of her already.”

“But mistress,” Starlight suddenly perked up. “It’s like you said! You aren’t part of Nexia’s hive anymore. You left them! That means you can do anything you want without having to follow all their rules!”

“It is not that simple, my pet,” Seta sighed. “Though I may no longer be in her service, it is not so simple to abandon the lessons we have been taught since our earliest days.”

“We can ease you into the womanly experience… to see if you like it or not!” Starlight replied. “Not that it’s without its own merit. Learning about our own bodies is one of the most important lessons us girls can learn! Annnnnd let’s not forget that learning what it means to be a woman, without a futa cock, can help you pleasure other women! That’s what I’ve learned from Trixie and Twilight. We use what we experience on each other! Toys, cocks, fingers, tongues… they like all of it! Not just one! Variety is key!”

“Heh,” Seta snickered to herself. “Funny that I’m the one being lectured now. Though I suppose it would be arrogant to assume I have nothing else to learn…” She sighed to herself as she prepared her resolve. “Very well you two. I will try things your way. For now.”

“Perfect!” Starlight beamed clapping her hands in joy. This day was already kicking off to be waaaay more interesting than a simple sex slave training session! “Why don’t you start by… dispelling your magic.”

“Fine…” Seta huffed, her horn glowing slightly as her veiny cock dissipated into thin air. “But please, do not touch me in that area just yet. I still need my time.”

“Of course,” Tylus said with a reassuring nod. “Why don’t you remove your dress next?”

That suggestion appeared to make the female changeling freeze in her place, which in turn, brought the changeling and pony stare in their share of confusion. Shaking hands, trembling body, stalling… Starlight had seen this behavior a good number of times from Fluttershy.

“Seta… mistress… are you nervous about the idea of being… naked?” Starlight asked in the most respectful tone she could manage. Never in a thousand years would she think she would discover a changeling who shied away from even the most depraved of sexual acts… and this was just stripping her already skimpy clothes off. What could possibly be the big deal? Though… this was a new hive, which had its own customs.

“Slightly...” the changeling breathed, glancing to Tylus. “but only around men. My sisters and I all made a habit of living in the hive without clothes… but that was because we were all girls. Once we were out in the field, we hid our breasts away from prying eyes. I’ve made my fair share of mares strip down to their birthday suits with my magic… but never have I been naked in a room with a man whose memory I could not wipe.”

And yet… they let their futa cocks dangle freely under the hem of their dress… Tylus pondered to himself. This must be more of her Queen’s twisted teachings in play. Perhaps she sees breasts as a sign of more female inferiority.

“Trust me, mistress,” Starlight urged her owner pleadingly. “I haven’t worn a single thing for months. Being naked around men is one of the most appealing aspects of my life now! Just imagine their eyes roaming every inch of me… drinking in my breasts, picturing what they are thinking in their heads of doing to me-”

“Except I don’t have to picture it!” Seta quipped. “If they are an earth pony or a pegasus stallion, I will know what they are thinking of me… a-and of my tits…” She yelled, emphasizing her point by grabbing the top of her dress and ripping it from her frame. The black fabric tore easily as it was pulled from her body, revealing the tender and now completely exposed form within to the gracing eyes of Tylus and Starlight.

“Can you tell me what I’m thinking now?” Tylus asked softly, approaching the nude changeling woman. “I mean, I could simply tell you… I think your tits are beautiful…” The changeling said as he graced the woman’s breasts with the gentle touch of his hands from which she didn’t resist. They were considerable, to say the least. In Chrysalis’ swarm tradition, the minimal acceptable breast size the average drone would be willing to accept without breast enhancing magic was simply a test to see if the mare could easily bring a breast to her mouth and suck from her own nipple. But in Seta’s case, she could easily do so without even tilting her head down. “There is nothing to be ashamed of here. You should bear your chest proudly…” Tylus continued to grope and paw at the changeling’s tits. Even pulling them apart and letting them swing back into place with a lewd clap. The gravity-defying twin globes were a sight to behold as they bounced. That explained why the changeling wore no bra underneath. Her girls simply didn’t need any help or support!

“Y-you’re just saying that…” Seta stuttered.

Reluctantly, Tylus removed his hands as Starlight tagged in, slipping in from behind the woman. It was likely his slave was more experienced in this particular field than he was.

“Does this feel good?” Starlight cooed naughtily, as she traced small circles around the woman’s dark areola. Giving her rock hard nipples an occasional and loving flick, which earned a soft, albeit, reserved moan from the adorable changeling.

“Y-yes…” Seta breathed. “Yes… that feels amazing, Starlight.”

“You know,” the mare went on, “many would say that a girl’s tits are her most appealing trait, by far. They are rather marvelous, aren’t they?” Starlight whispered into her ear. “Amazing for men to look at, not just while they are pounding away at us, but also as a lure, to reel them into our bedrooms. A universal sign of pleasure and lust… It’s no surprise us mares always used to gossip about each other’s sizes behind each other’s back, assigning our worth as a woman based on our bra sizes. Not that it was all meaningless. The larger our boobs, the better we can appease our men. Both indirectly and…”

Tylus’ cock sprang up to meet Seta’s gaze, hanging mere inches away from Seta’s nose in her current kneeling position. The musk of the changeling’s woman-conquering appendage drifted upwards and into Seta. The female drone shuddered in her spot, unable to tear her eyes from the veiny member, now that she knew what it was intended to be used for.

“Just relax, mistress,” Starlight urged, as she gently pushed the changeling from behind with her own set of jugs, positioning the changeling’s tits so they were in line with her master’s cock. “I’ve got this one…” Starlight’s hands snaked under Seta’s arms, palming the sides of Seta’s massive breasts, allowing the soft supple titflesh to form a neat little tunnel, one that completely concealed the circumference of Tylus’ cock. Not a single second after his cock was fully hugged did the changeling begin to thrust, his member still slightly slick from its brief session with Starlight’s soaked walls.

Seta didn’t need to do anything. The mare behind her held her breasts, while the changeling in front of her thrust between them.

“Gooooood girl,” Tylus groaned as his cockhead continuously poked out and disappeared back into the changeling’s cleavage. Seta glared up at him in response. “Sorry, heh, force of habit.”

Seta felt a small tinge of wetness on her breasts. Looking down, she saw that Tylus’ cock was beginning to leak a rather generous amount of precum! It pumped out of the mushroom tip, only to flow down the sides of his shaft and into her bust, further aiding in giving the dick a smooth slide across her jugs.

Then it hit her. The precum, the soft groans from Tylus, and even a good bit of moaning from Starlight. They were enjoying it! Whether or not her breasts were a sign of weakness… perhaps none of that even mattered. What mattered here was the fact that they were tools of pleasure! Meant to bring joy, lust, and most importantly, love, to the world!

“Mmmmm, that’s it… you get it now?” Starlight moaned in glee as her mistress began to bob her chest in motion with her master’s thrusts. Her free hands, once idle, now went below and gently began to finger and squeeze at Tylus’ balls, much to his enjoyment. She made sure to provide them with the appropriate amount of loving care and affection as they undoubtedly churned away at a fresh helping off warm, thick, and tasty cum. Tilting her head downwards, Seta even started using her tongue, running it around the sensitive cockhead each time it poked out through her cleavage. “That’s right…” Starlight encouraged as her mistress got more and more into the depraved act. “Stop doing what others think they can decide for you. Don’t let the world and its rules decide how you live your life. All you need to do is whatever feels good.”

Seta said nothing in response, but still allowed a smile to cross over her lips as she worked.

“Go on, master,” Starlight urged him now, as she pressed the changeling’s breasts even tighter against the assaulting cock shaft in a warm, wet, tit hug. “Cum for her. Give our lovely little changeling friend a perfect ending to top this lesson off…” The mare said no more, but simply started planting a trail of loving kisses along Seta’s neck as her own breasts and rigid nipples ground endlessly against the changeling’s back as though they were trying to bore into her.

“Oooooo fuck!” Tylus yelled triumphantly as his cock erupted like a broken floodgate, the first blast of white jizz hitting Seta square on the chin. Starlight continued to pump Seta’s breasts, coaxing out rope after rope of the steamy substance out of the twitching cock and onto Seta’s dark flesh.

Seta, being both unable and unaccustomed to react quickly, failed to cease her efforts by the time the first blast had struck her. Her head was still tilting back down, opening her jaw as her tongue expected to swirl around the flared cockhead once more. But to her shock, she was met with a rather concentrated blast of pure changeling cum, shooting into her mouth and hitting the back of her throat. Only then, did Seta’s eyes open wide in realization as she pulled back from Tylus’s cock, detaching it from her new thoroughly slick cleavage.

Tylus didn’t relent, his hand grasping the base of his shaft as he began to pump wildly. More ropes of steaming changeling cum shot out in a long-lasting stream like water from a hose. A good half minute was spent with the changeling spraying down Seta’s tits, which Starlight continuously bounced playfully in her palms. Stream after stream of the thick virile seed poured onto her breasts, coating each jug evenly in a healthy finish. With her tits thoroughly painted, Tylus angled his still twitching cock upwards. Seta closed her eyes calmly and sat still as her mate released the remainder of his payload onto her cheeks, lips, noses, and eyelids, even a bit of it hit a thankful Starlight behind her.

Soon afterwards, Tylus and his rapidly stroking hand came to a halt. Marking an ending to yet another satisfying climax in his books. One of the better ones, in fact.

“Man… I wish I had a camera…” Tylus said, half-jokingly, and half complimentary. To his thanks, Seta had held her thoroughly cum-drenched pose, allowing the two of them to ample time commit the lovely spectacle to memory. The pure white cum provided an interesting contrast when compared to the black flesh it coated. More so as it dripped off her chin and was caught onto her bosom below. But as the changeling’s mind soon returned to him, he realized that maybe he should wait to see if Seta was pleased or angered by his cock’s ‘generous’ gift to her, before he cracked jokes.

Tylus waited and watched as Seta slowly parted her lips, appearing as though she was going to speak. But… to his surprise… no words escaped her mouth, only a lone tongue. The pink appendage swirled around her lips, gathering as much of the pearly white cum that had showered the area, before returning back into her mouth. Tylus viewed with rapt fascination as the woman took a moment to taste his thick seed, before he witnessed her throat muscles shift as she swallowed it all down.

“This… this cum,” Seta began to speak, “tastes…. good.”

Tylus and Starlight both breathed a major sigh of relief. “You say that like it’s surprising,” Tylus replied. “The taste of our cum is what’s sustaining thousands of mares across Equestria. As far as I know, there haven’t been any complaints about its taste yet.”

“It’s soft and smooth… rich and creamy… sweet and savoring…” Seta remarked, smacking her lips together as her tongue ventured out to gather more. “It is not how I remembered it tasting…”

“Well, all cum can taste different,” Starlight added. “Depends on the source, I guess.”

“The only other spigot I have drank from… is my sisters in the hive. I guess I have not tasted the ‘real deal’ yet. I will admit, Tylus, I am impressed. I can see why mares like this stuff so much.” With a single hand, Seta grasped the underside of one of her cum covered breasts, bringing it upwards to her mouth as she started to lick herself clean. Her pink tongue darted out and around on sensitive dark flesh as it scooped up and collected every inch of Tylus’s gift it could reach. His cock couldn’t help but twitch back to life at such a sexy sight.

“S-S-Starlight… h-help her clean up, will you?” Tylus managed to speak.

“Yes, master,” Starlight said obediently, crawling around to Seta’s front side on her hands and knees. She quickly tended to the changeling’s free cum-drenched breast with her tongue in a manner that appeared all too similar to that of a dog licking its mate clean. Seta giggled playful all the while as the foreign tongue roamed her body, thoroughly cleaning every inch of cum from her bust with such efficiency it suggested this was not the mare’s first time performing such an act. She held still as Starlight rose to her face, tongue lapping away at the last reserves of cum Seta herself could not reach.

Once the unicorn had completed her task, she mashed her lips against the startled changeling’s. Prying them open and giving her fair share of the pearly white substance through a passionate kiss. Their tongues danced with each other for a brief moment before reluctantly separating. Starlight gently nudged her head in Tylus’s direction, before winking. Seta instantly caught on with another heartwarming giggle.

As a pair the two women turned to the standing changeling, letting their jaws hang open loose as they displayed their bounty to him. Two mouthfuls of his bubbling seed ready for its trip down their gullets and into their stomachs.

“I…I am the luckiest man alive…” Tylus said in an approving tone. With each hand, he tapped the underside of the two chins. Taking the hint, they both closed simultaneously, allowing him the pleasurable sight of watching their throats work down the last bit of their treat.

“Sooooo,” Starlight began cheerfully, after the pair had ample time to savor the changeling’s apparently delicious cum. “How did you like you first introduction to womanliness?”

“It was… not what I expected,” Seta began. “B-but in a good way.”

“Great,” Tylus and Starlight both beamed, overjoyed with the familiar sensation of bringing slightly more good into the world.

“If future teachings are in any way as insightful as this, I would like to delve deeper into what you two have to share with me… or on me,” Seta said with a playful giggle before turning to Tylus. “You know, for a changeling that is supposed to be my enemy, you are quite helpful. I was never expecting such hospitality from the inhabitants of this land. But, to express my gratitude, I will remain dressless…and naked… for the rest of the foreseeable future. If your word is to be believed, I can trust you won’t abuse this opportunity without my consent. You did find the sight of my form quite pleasing after all.”

“I did, and still do,” Tylus affirmed, seeing as his eyes were darting between the changeling’s eyes and her swaying tits. “But don’t think staying naked just as a gift you are doing for me, but also as a gift you are giving yourself. And Starlight too, I guess. All mares in this land go both ways…”

“Oh yes, Starlight…” Seta cooed as she turned to the mare with her old mischievous smile. “Let us not forget that she is the sex slave here. Servicing her needs should come before mine…”

“Eep…” Starlight blurted as she attempted to backup. But it did little use, as the two changeling pounced. She knew whether she liked it or not, her holes would be receiving their fair share of abuse at these two perverted changeling’s hands!

Best adjust to it now… This is my life now… Starlight thought. And she couldn’t have been happier.