{POV SET: STARBURST}

I un-stunned the terrified looking Changeling, smiling my usual smile..

“P-please let me go, I don’t want to fight anyone…”

“Ooh, an intriguing one.. Nonviolent..”

{POV CHANGE: THORAX}

I looked at the mare in front of me…… scared as she seemed to look me over, I try to find something to focus on so I don’t scream…

“W-what’s that over there?”

I point to two glowing purple crystals that seemed to be lodged in the wall from some sort of blast. She looked to them, and shrugged, before getting my attention again.. then she... hugged me..?

“I… uh… what… what’s going on?” I feel myself get a little unnerved from the sudden friendly contact.

“You're different. I'm curious. So I'm studying you… hm… your body is.. stiff, yet soft feeling.. you're insectoid, right? You have a chitin exoskeleton?”

“y-yeah…”

“My name is Starburst Cog. What's yours?”

“I’m… Thorax…”

“... Huh… that sounds kinda cute..” she blushed, and.. nuzzled me?? “.. I wonder what those crystals Actually do…” she went over and touched one, causing it to glow and flow itself into her body, changing her in a matter of seconds into a bipedal form. “.... I look HOT! I'll need to document all my experiences!!”

“Uuhh… “ I glance over to the second crystal.

“Try it!! I think you'll love it!” She began to feel herself up, Completely forgetting, it seemed, that I was still there.

“O...kay?” nervous, but seriously not wanting to make a problem, I touch the other gem, causing me to take on a bipedal form.

“.. those crystals… are amazing.. you look kinda hot, now..” She walked over to me And started feeling across my body. I blushed at the contact.

“Correction, You're perfect~” she said seductively, and looked me in the eyes.

“Meep.” I gasp out, very nervous.

“Have you ever taken a mare before, Thorax~?” I go beet red, giving away that I haven’t. “Well, I think it's about time you learn~. I haven't had a good rutting in years~..”

“I… I…”

“Wow, you're nervous.. here, I'll lead until you get confident.” She began licking at my sheath, trying to get me aroused. I let out a breath as I feel my erection pushing out into the open air. “There you go~. Ooh, it look so similar to a stallion’s~.” She began sucking on it.

“Aahh~~...” I moaned, unable to stop her under the stimulations, and she soon stopped, and got up

“Ready to rut me now~?” her voice sounding so sweet, like nectar…

I looked her over, mind swimming with my new-found lust, and with a shaky breath I nod, reaching out to her cautiously. “Go on, do what you want with me~. I'll let you know if you're too rough.” I pull her close, a desire to taste her, my snake-like tongue emerging from my lips to coil around one of her bare nipples, pulling it into my mouth to tease and drink dry. “Ahh~.. you're pretty good at this~..” I ignored the praise, my senses giving me all the incentive I needed. I pulled back and moved lower, shooting my tongue into her wet snatch to taste the sweet juices. “Ooh~! Your tongue is getting everywhere inside me~!”

I lapped up her delicious honey, before pulling back, a voice within telling me it was time, and I began to push my shaft into her warm folds. “Mm~! Oh fuck~! I haven't had a cock like this in months~!” She was definitely already enjoying it. I pull her closer, lifting her up as I speared her down to the base. Her face was that of bliss, and her legs wrapped around me. “Mm~!! This is easily the best sex I've ever had~!!”

“So… good~~!!” I thrusted harder, feeling myself build up.

“Mm~! Ahhn~..” she kept moaning in pleasure.

“Starburst… I can’t hold it back…” I began to speed up.

“Don't hold back~! Do it inside~!” I obey, slamming into her as I emptied myself into her awaiting hole. “Ahhhnnn~...” she moaned to the heavens.

As I laid there, curled up with Starburst, I sighed and relaxed in her arms.

Ponies aren’t so bad… maybe I should try that friendship thing they’re talking about…

Author's Note

yes! this is a clop side-chapter right after a serious cliffhanger!