Starlight stood in the Changeling Kingdom, looking around at the various colorful insectoid-ponies that she'd helped see their true potential earlier on; teaching them that instead of stealing love from ponies or any other creatures while under the rule of Queen Chrysalis, they could instead share love among themselves and embrace a more peaceful lifestyle outside her dictatorship. Except for one, a guard who still wanted the old ways – and a clutch-mate of the recently-appointed King of the Changelings Thorax, his brother – named Pharynx.
As Starlight now saw the most recently metamorphosed 'ling who had finally accepted the more peaceful lifestyle that all other changelings now lived, she remembered the combat form Pharynx had taken in fighting the dread maulwurf, a large mole-like creature who was 'part bear, part mole, part raging pile of claws'. The creature who had been eating the plants that had just started growing back around the Changelings' hive and endangering the hive in the process. Pharynx had become quite an imposing beast indeed and, with his help, the Changelings had driven off the maulwurf...but seeing that form had given Starlight some inspiration of another kind.
"Hey, Pharynx!" Starlight called out, trotting up to the named Changeling who was talking to Thorax, "So, I kinda wanted to say thanks for seeing the way of peace and helping to save your Changelings brethren." Starlight said, smiling a bit.
"Yeah yeah, what was I gonna do, let the maulwarf destroy my brothers' and sisters' homes? I'll always protect my kin, no matter what!" Pharynx replied, giving his brother Thorax a noogie, "If I have to take this form to protect them properly, and have to give up the old ways for their sake, so be it."
"Soooo..." Starlight said, getting closer to Pharynx, "...that was a pretty impressive battle form you took there. It looked very...strong..." she leaned a little closer to his ear, and whispered "...and sexy."
"Oooohkay, and that's my cue to leave. Bye Starlight, bye Pharynx!" Thorax said, before flying away from them to go and tend to his other subjects' needs.
Pharynx's eyes widened a bit at that universally sexy tone this pony had used, looking at the pink-and-purple mare in surprise. "Uh...thanks?" he said, feeling the slightest bit uncomfortable. He'd just been one of the most hated 'lings in the Changeling kingdom, and now suddenly a mare he'd only met today was blatantly hitting on him. "I...don't know what to say."
"Well, I was thinking of 'rewarding' you in a very special way for helping to save Trixie and myself, as well as all the changelings. If you'd just follow me?" Starlight asked, trotting along down the path she'd seen Trixie earlier taking.
"Uh, sure I guess?" Pharynx said, following behind. He sensed something was off about this, that this mare was simply being too friendly after basically hating his attitude and wanting to banish him from the kingdom not hours ago, and now she was being sexy with him. Something didn't add up, yet his instincts told him he could trust her, and he was always a 'ling to trust his instincts.
Soon after, the duo arrived in a clearing surrounded by bushes and rocks; plenty of hiding spaces, Pharynx's suspicious mind noted. "Well, here we are," Starlight said with some fanfare, "and there's your reward!"
Pharynx's eyes followed to where Starlight's hoof was pointing, before seeing a mare laying in the grass, her having a bright azure-blue coat, a two-tone cornflower blue mane with pale cerulean blue stripes, and finally, a magic wand with an arcane aura behind it as a cutie mark. Trixie, the Great and Powerful, as he believed she'd introduced herself. "Wait, what? A pony is my reward?" Pharynx asked, befuddled to say the least.
"Her name is Trixie and, yeah. As they say, to the conqueror goes the...breeding rights, after all." Starlight said, quite the sultry tone in her voice.
Pharynx was, needless to say, floored. "W-wait, WHAT?! Are you saying that I, that you...that she...you want me to...?!" he stammered out, not sure he was believing his ears.
"Well, she commented to me earlier on just how sexy you looked earlier in your battle form, your tough-guy attitude, your big, powerful body...how she wished you would come ravage her, claim her body as yours. She's in heat, and could really use the relief, as I'm sure you could too." Starlight said, grinning. Since she and Trixie had become 'friends with benefits' a while back, they decided that they should also be 'heat buddies' as well, tending to each others sexual needs when their estruses rolled around. During her last estrus, when Trixie brought home a rather sexy, exotic griffin tom to help end Starlight's heat without her getting pregnant from it, Starlight swore she'd return the favor. "So, what do you say?"
Pharynx was still a bit suspicious of the offer but, knowing how promiscuous that most ponies in heat were from his equine behavior training, he partially dismissed that nagging in the back of his head that this may be a trap. Instead, he saw before him a pony who may very well be a cure for his own repressed needs, with him not having had a mate since before Chrysalis had been dethroned several months ago; the event when he had basically become an outcast among his own kind. "So what's the catch?" Pharynx asked, looking to the mare in the field laying on her back as Starlight and himself hid in a large nearby bush.
"The catch is..." Starlight said, leaning up to his ear again, "...that she likes it really rough. She also really likes being held down, and there being a sense of danger. It turns her on to no end. I was thinking, maybe you could change into your battle form and jump on her from the bushes, then get it on? She really likes surprise sex too!"
Pharynx looked at the blue mare in the field...and suddenly she was rubbing between her legs with a hoof! Pharynx couldn't help but feel a little hot and bothered as Trixie's deep moans started to reach them in the bushes, watching her hoof sliding between her legs, thick with the slightly yellow lubricant fluid that he knew a mare only produced when she was in-season, with it otherwise being practically clear. As he heard the desperation in her moans, the dissatisfaction, he couldn't help but feel the urge, as a male, to go and help her with it. "You're sure she'd be OK with this?" Pharynx asked, forcing himself to look away from the Fertile and Masturbating Trixie, meeting eyes with Starlight.
"Oh without a doubt! Not only do ponies back home sometimes outright rut each other in the street, she LOVES being dominated! I remember this one time she was in heat, she jumped the bones of this one stallion she'd never met before and rode him 'til he came in her, right there in the street! After, he even asked to go again, and she let him pin her down and rut her into the ground!"
Giving a soft chittering sound, unable to take the scent of the fertile mare's pheromones anymore, Pharynx suddenly became coated in a green magic fire and, when it faded, there stood the massive beast that he'd used to attack the maulwurf. As she remembered, Starlight saw that the big, powerful-looking form almost resembled a large purple and black insect-arachnid of some sort, with six sharp-looking, tapering legs, a three-sectioned body, large clear wings, five eyes arranged in a pyramid shape, a red ridge of spines much like a dragon's going down his head, and finally a mouth full of sharp teeth.
Seeing Pharynx's transformation as him clearly agreeing to her offer, Starlight climbed on his back to little protest from Pharynx, watching as Trixie had brought her magic into the mix now, seeing the light blue of her magic rubbing her pussy now, her moans growing even more desperate. Starlight knew that there was no way for Trixie to truly help herself during estrus. Sure she could get herself off, but it only got worse and worse, until finally nothing really helped at all. Starlight knew that the only way to truly end her estrus was to have a male have sex with her, to cum inside and let his seed extinguish the mare's needs. A male she just so happened to have found.
"Just trust me, she really wants this, no matter what. She loves being 'punished' for being such a bad mare and touching herself without me there to see..." Starlight said with a grin, feeling the 'ling tense up as he prepared to jump.
~
Trixie continued to rub herself with her hooves, desperately trying to sate that incessant burning deep in her belly, her estrus having started this morning and only getting worse. The map calling her here only made things worse: having to solve a friendship problem, fighting a battle to defend the Changeling kingdom, and all the while dealing with being so horny she could practically pounce on anything and start grinding, made today almost unbearable. Now, as she struggled to relieve herself with her hooves, she knew it still wouldn't be enough.
Trixie moaned as she lit her horn and felt the tingly sensation and force of her magic spreading her vulva apart, targeting her winking clit as well as sliding her magic deep inside of herself, whimpering in pleasure at the sensations. It still wasn't enough, but it certainly felt better to squeeze on than nothing at all. If only she could get off at least once, maybe the burning would calm down a bit. Maybe—
A rustling in a nearby bush made Trixie stop rubbing herself for a moment, looking over to the bush in question with ears perked. She felt a blush form at her face at possibly being caught, but at the same time, that idea only make her loins burn even hotter. Maybe it was a sexy stallion, smelling her need, coming to breed her and give her his foal. Maybe it was Starlight wearing that giant, squirting strap-on stallion dildo she so loved to use with Trixie, or—
Suddenly, out of the bushes bounded a giant monster THING, looking like a cross of a beetle and a spider, making Trixie nearly lose control of her bowels. She shrieked in fear, her prey instincts firing on all cylinders as the thing pounced on her as she lay on her back, its chitinous yet warm chest pinning her down, its six legs each landing beside her hooves, giving them a limited range of motion. Trapping her.
"H-HELP!" Trixie cried out, hoping a nearby Changeling would hear and could help her, her heart pounding a thousand beats per minutes. She lit her horn, preparing to do whatever her limited amount of magic could to save her life...before she saw her. "S-Starlight?"
"Hmm, what have we here? A pinned little pony, in heat and horny, being naughty and rubbing herself off...and a ferocious pony-eating beast. Whatever will happen now?" Starlight asked, grinning down at the pinned pony.
"S-Starlight?! You need to help Trixie! It's gonna E-EAT TRIXIE! It's—" Trixie started, only to earn a quiet tsk-tsk-tsk coming from Starlight.
"No, I don't think Pharynx here is gonna eat you. I think his cravings are for...something quite different entirely." Starlight said, her grin widening. "You see, I think Pharynx here can smell your pheromones. Can smell how much you need a male, how much you need to be..." she paused for dramatic effect, "...bred! Pharynx has decided to help me in setting the scales even."
"W-wait, WHAT?!" Trixie yelped out again, looking down on instinct towards Pharynx's underside between his hindmost legs. As she watched, Pharynx's lower abdomen split open, revealing what looked like three petals made of flesh, which usually composed its tip, that instead now opened like a bloomed flower, with each tapering thicker the closer they got to his body. At the center of them was a large, pointy-looking...thing, clearly the thin tip of...something.
As more snaked out, Trixie saw that the length had four fleshy barbs of sorts on either side just below the thinner tip, tapering thicker until it reached the base, which contained multiple very thick ribs at the very bottom, them too growing sequentially thicker towards the bottom. Quite obviously the changeling's form's, very large, penis that would put most stallions to shame.
Trixie couldn't help but feel intimidated by the strange-looking organ, and though she had taken similar barbed or ribbed toys before from Starlight's collection, this one had both...and was real. This cock was real, pulsing, and attached to what would be described by most as a monster, whom in turn was pinning her to the ground, making her helpless. For some reason, at feeling so powerless beneath him, Trixie was extremely turned on.
"All day, you've been treating me like a useless mare, Trixie. You treated me bad throughout this whole affair, and..." she paused, Trixie's eyes growing wider as she saw the 'ling's abdomen arch forwards, the tip of his cock aimed directly at her fertile, soaked folds, the posture reminding Trixie of a bee preparing to sting.
"...a bad mare like you needs to be PUNISHED!" Starlight yelled. Trixie heard those words, and something inside her psyche triggered, making her lust grow that much hotter, wanting, NEEDING, to be filled up. Those words were the ones Starlight always said to Trixie when she took control, and no matter how much begging Trixie did, she knew that after those words were spoken, Starlight did things at her own pace...and she loved every second of it.
Upon Starlight tapping him on the head with a hoof, that apparently being the signal, Pharynx then rammed his hips forwards hard in tandem with her words. "Wahahaha!" Trixie yelled out in a mix of bliss and discomfort, her needing walls forced so wide, so suddenly, yet quite effortlessly, impaling her onto his dick in one fluid movement. She was so wet and ready from her estrus and self-play that he slid to her core in one slick thrust. The suddenness, however, made a cramp-like feeling go throughout her lower belly...yet at the same time she was in ecstasy, feeling so utterly full in a way her body had been demanding all day, the dull empty ache instead being filled with something warm and throbbing. Exactly what her body demanded.
Gritting her teeth, Trixie felt as Pharynx's member spread her relatively slowly compared to a stallion's thick flare making her feel so suddenly full, a fairly gradual stretching despite him ramming into her so fast...and those spines! Trixie could feel herself drooling from both her mouth and pussy alike as she felt those eight firm nubs near his tip sliding deeper, feeling them dragging along her walls and pinpointing where his cock's tip was.
Then he reached his base. Trixie moaned loudly as she felt the first ridge at Pharynx's base pop in, feeling her entrance stretching so delightfully, her whole body feeling on fire from the sheer satisfaction and stimulation he was giving her. She felt as each of his ridges popped in, each one roughly rubbing over her winking clit as it entered...and each one only rubbed that much longer and harder before popping in! She found that she also actually rather liked the warm, smooth texture of his chitinous shell on her fur; hard but pliable, overall not too much different than a pony's skin other than being a bit harder, really. As another, thicker rib went in, Trixie gasped, grasping Pharynx's front legs with either forehoof, holding on for dear life and jerking her hips towards him to help him get deeper.
Pharynx chittered in pleasure as he felt Trixie force her hips back against him and his next rib entered her as she did, panting softly at the sensation of a warm, squeezing pony pussy grasping desperately along his dick, the sheer warmth of it making him feel rather warm himself....and that's not to mention the unspeakable amounts of pure lust this pony was putting out.
Despite no longer feeding on love, Changelings could still easily sense emotions, and even absorb some of it harmlessly. This mare's aura surrounding her was a bright red and pink mixed with a much smaller amount of black; hot passion and love mixed with cold fear, the sweet love and spicy lustful emotion merged with a hint of bitter fear at the same time.
Not oblivious to Trixie's reaction to taking the undoubtedly huge Changeling shaft, Starlight found herself starting to get quite aroused from the very pleasured sounds and expressions Trixie was making as she faced upwards towards her, her own lust coming to bear as she started rubbing her crotch against Pharynx's smooth chitin, moaning at the sensation of grinding against something warm and semi-hard. She watched as Trixie's face contorted with each forward movement; her breathing devolved to rapid gasps and pants from her wide-open mouth. Her blue cheeks now instead glowed an adorable shade of flushed red, her eyes rolled upwards in the undoubted sheer ecstasy she was feeling right now as Pharynx now sat mostly hilted inside of her, fourteen inches lodged all the way to her cervix, with several more outside.
Trixie had been scared at first, but now that her body had adapted to his girth, she started to relax, taking in the sensations of the new, very different feeling cock spreading her: the feeling of his ribs along her entrance and lower passage, the spear-tip of his cock bumping against her deepest depths, the barbs just before the tip scraping along her vaginal fornix with each twitch; he was deeper than even Starlight's biggest dildo could go.
Pharynx all the while was in a bliss of his own, feeling Trixie's passage squeezing his cock so tightly, savoring the kneading sensations and nearly hot walls surrounding him that he hadn't felt in so long...and finding that a pony-in-heat's pussy was so much warmer than a Changeling drone's!
He held there for a while, feeling Trixie grinding against him, still somewhat amazed how much of him her foal-passage could take, before pulling the first ridge out. He heard as Trixie moaned deeply, then he felt another slip out, then a third and forth, and with each one Trixie's innards all the while tried their damnedest to keep him all inside of her.
After pulling out almost completely to his tip, Trixie cried out in pleasure as he hilted to his first rib again, before slowing down and forcing each in one by one, the feeling extraordinary for both, Trixie's muscles clasping on him so hard as to impede his movements for a moment each time. Trixie was in bliss as he started pulling them out again, reminded a lot of that one time Starlight had used anal beads on her...but not up her anus. As the final, slimmest ridge slid out, Trixie again felt the spines near the tip tease her clit as they came out...before once more he rammed himself in to the ribs at his base.
Starlight had since climbed off of Pharynx and started to rub herself with a spell instead of grinding against his head, groaning at the tingly feeling of magic rubbing over her winking clit while watching her friend being bred. "M-Mmmmm... i-is my naughty mare enjoying her punishment?" Starlight asked, softly swatting her tail's tip against Trixie's flank as she started to head behind her, earning a soft squeal as Pharynx rammed his second-largest ridge in at that exact moment. The sensations caused a small endorphin rush as pain mixed with pleasure again from the intense stretching her passage was getting. Never before had she felt so utterly dominated, her WHOLE passage being filled and stretched to its limits...and she thought Starlight treated her rough during sex!
"M-Maaaah..." was all Trixie could mumble in her response as Pharynx rammed his final ridge she could take in, her body already squeezing rhythmically, squirting her mare-cum through her intense first orgasm from the mere two minutes she'd been mounted. Her whole body trembled as she lay pinned to the ground, her rump primarily being held up by Pharynx's cock as her vaginal muscles milked him for his sperm.
"That's right you dirty mare...you enjoy that predator's cock..." Starlight said in a loving tone, meanwhile arriving beside Trixie and facing her rear, beholding just what was going on under her tail. She was getting a sideways angle of the action, as Trixie had her tail flagged to the other side, Trixie showing her complete wordless consent.
Starlight could see Pharynx's huge cock spreading her friend's pussy so wide as to nearly make the flexible flesh taut, seeing her clit constantly winking, and just how completely wet she was as she came. She could smell the scent of the 'ling's masculine musk mixing and merging with Trixie's feminine pheromones, the scent of pure sex entering her muzzle and making her own needs increase exponentially. She continued rubbing herself harder with her magic, before making a solid rod with the magic and rutting herself with it, trying her best to mimic Pharynx's length, thickness and shape from what she could observe in the brief moments it was outside of Trixie.
Pharynx upped his thrusts as his instincts demanded, the feeling of that tight ring he kept hitting at the end of the pony's passage calling to every breeding instinct he had. Changeling reproduction always demanded the male hilt as deep into his female as he could, generally penetrating their womb to seed them as deep as possible, in order to basically guarantee their genes be passed on. Although female 'lings had a small second slit* of sorts leading to their oviduct and ovary that felt really good to be touched or penetrated, instead of this comparatively tighter ring within the mare, he figured it had the same purpose: that it led to her womb.
"Mmm, looks like he's getting close...he's gonna cum in you soon..." Starlight cooed, feeling her own clit winking in her magic, knowing she was fast approaching her own orgasm as she watched Pharynx's thrusts growing shorter and somehow even more rapid, keeping most of his length inside of Trixie at all times as he started pulsing more and more precum into her, readying her passage for his seed. "...he's gonna breed you, Trixie!
Pharynx felt the sensations of his mate's passage squeezing on him near constantly, trying to draw his own climax from him, feeling his spines flexing a bit in anticipation. Finally, with one exceptionally hard ram of his hips, the final two inches, and largest ridges, that were left outside of her the whole time were forced into Trixie...and his thin tip lanced through her dilated cervix as his final two and thickest ribs rubbed her clit hard as they entered, stretching her already-strained vulva to her absolute limits. Trixie's clit couldn't even wink now, she was stretched so taut!
Trixie screamed out in both pain and pleasure of being penetrated so deeply, never feeling the sensation of something so completely filling her, knowing that Pharynx's tip was now likely inside her very womb. She could feel a dull pressure deep inside her belly, undoubtedly his tip pressing against her uterus's back wall. That feeling of him being so far inside of her, of violating her very deepest sanctum, was more than Trixie could take.
Trixie screamed again as she came harder than ever, meanwhile feeling the spines inside of her uterus flaring up, as though locking him into her cervix, as her vaginal muscles started their rhythmic kneading to encourage the male within her to cum and give her his foal. Little did she know, his spines were indeed locking his cocktip into her womb, as his species always did during mating.
Pharynx felt his spines trapping him in his mare's uterus, the feeling of finally being in his mate's womb triggering his own orgasm. One of the three petals made of flesh that usually composed his abdomen's tip firmly grasped around Trixie's mons pubis, the other two gripping her ass cheeks, holding his dick as deep in her as possible as well as forming a waterproof seal, preventing anything from getting out. He let out a satisfied chitter as his pelvis started to rhythmically, involuntarily pump, the contractions slightly visible as pulsations starting at the thicker base of his abdomen and making their way to the tip, then through his penis all the way to the tip.
Starlight watched as Pharynx hilted deeper than ever before inside Trixie, seeing his body starting its squeezing, pumping motions from base to undoubtedly his tip buried deep inside of Trixie. The rhythmic motions in his abdomen looked like a bee pumping its poison into a stung threat, but she knew he must be cumming inside of her and giving her an entirely different injection. At that sight of something so strange and utterly kinky, Starlight cried out herself as she came hard, her fluids gushing out of her and onto the ground behind her in thick dollops. She was overtaken by a deep orgasm, feeling her whole tract contracting and clit winking as intense pleasure surged through her, her head tilted upwards and magic hilted to her own cervix as she milked it.
Pharynx felt each of his abdomen's very pleasurable pulsations, feeling his semen flowing from its storage pouch, then up his cock, and finally bursting from his tip and deep inside his breeding mare's uterus with each twitch. He felt a deep satisfaction at completing his calling to breed, planting his seed into a fertile female, each pulse after pulse only pumping that much more of his virile changeling sperm deep inside of her fertile innards.
"More! Trixie demands more punishment!" Trixie shouted suddenly, feeling a warmth deep inside her lower belly, feeling it only growing that much larger as Pharynx's cock throbbed more, feeling his abdomen rhythmically undulating on her belly too. Each shot sent another tingle of pleasure through her, her own mating instincts now quelled at having taken a male's seed within her.
Eventually Trixie started to feel a minor bloating sensation coming from her womb, groaning softly as her belly began to expand some, Pharynx's huge cock and seal on her vulva allowing nothing to escape her passage and instead making his cum only gush evermore into her deepest depths.
Eventually, Starlight came down from her high only to notice that Trixie looked three months pregnant, then four, all the while seeing as Pharynx's abdominal muscles kept up their pumping contractions, forcing even more of his sperm-rich semen into his plugged mate. Then Trixie cried out and started trembling again as she came yet again as she was being stuffed. "Wow, really filling her up, huh?" Starlight asked breathing as she lazily kept rubbing herself at the sight, "damn, seeing her so full of cum is sexy...."
Finally, after a full two minutes, and Trixie's lower belly now looking like she was several month pregnant with a foal, Pharynx's ejaculation eventually slowed, then stopped.
"F-Fucking hell that was so hot..." Starlight managed to mumble out, having coaxed out her own second climax during Pharynx's excessive orgasm, still bathing in its afterglow.
Trixie felt pure satisfaction, as well as a mild amount of nausea, from being so utterly filled up with cum, the species of its producer notwithstanding. She felt her heat completely extinguished, only a bloated, slightly tingly and warm feeling within her now instead of the raging inferno of before. "H-How did you...c-cum so much?" Trixie managed to squeak out as Pharynx's spines went down and he slowly extricated himself from her still-squeezing cervix. Her voice was very deep in exhaustion, with those frequent orgasms she'd hit while Pharynx filled her up clearly taking their toll on her. His abdomen eventually closed up again, leaving it looking pointed like it had before his monstrous cock had come out.
Trixie quickly stood on weak legs, the 'ling's light green cum drooling down from her pussy in a thick stream, her belly hanging heavy from just how much he'd put directly into her womb, leaving her still panting and her legs quivering.
Starlight looked over and saw Trixie glaring at her as she rubbed over her semen-swollen womb, with her returning a smirk, before approaching her...and kissing her on the lips. It was a gentle kiss, firm but loving, and Trixie's expression softened as she kissed back.
Soon after, a green flame illuminated the clearing, and there stood Pharynx in his normal, much smaller, and brightly purple colored, Changeling form. He looked dazed still, swaying a bit, but otherwise fine. The kiss between two mares ended soon after. "W-well, to answer your question...when we male changelings mate, it's usually with the queen. As you may know, she's able to produce thousands of eggs over so many years, and so Changeling males give her enough sperm to last her for her whole life's worth of eggs if she finds him a worthy sire, and so chooses to keep it within her for so long."
"That's so hooooot!" Starlight again groaned, still rubbing her pussy as she looked over to her more-than-friend, "Hey Trixie, does a bug's dick really feel that good?"
Trixie made a scrunchy face, before sighing. "Yes, Trixie did enjoy that, despite Pharynx being so sudden and rough at first. But he did cure Trixie's estrus, so Trixie thanks you for that."
"Well, I asked him to come and take you like a feral beast; that you love rough sex and would want him to take you like an animal. I settled on this because you had asked me the last time we had sex for me to 'surprise you, be rough, and be spontaneous' next time we made love; that you just wanted me to outright take you without even asking. That, and that you said you wouldn't mind me bringing another into the mix again." Starlight explained, nuzzling into her potential lover in a form of aftercare.
"Thank you. Starlight. Trixie really needed this." Trixie said, before turning to Pharynx, "Thank you too."
The two mares then kissed again, soft and loving, embracing each other. "Well, I was worried I was being too rough despite what Starlight said, plus the fact you didn't strictly say 'yes' before, but I'm glad I wasn't doing anything wrong. I have to say that getting laid after so long alone and just how good that felt, as well as you two helping me overcome my stubbornness and seeing how much my actions were hurting my hive, was thanks enough for me." Pharynx said, but he kind of wanted to see what these mares would do next.
He stayed to watch, sitting and watching as Trixie laid down on her back before Starlight, her legs spread wide and her cummed-in coochie on full display. They clearly didn't mind him watching either, indeed making it so he got a good view of it all.
Pharynx then watched in rapt attention as Starlight started to lick his green bug cum from Trixie's passage as the latter laid on her back, earning a soft shudder from him at how sexy he found that scene. Pharynx again started feeling himself growing warm, his much smaller, natural changeling cock peeking out from between his legs near where a pony stallion's would be.
The feelings of her friend's talented tongue once more being within her earned happy moans from Trixie, the sensations making her wink into Starlight's mouth as her tongue danced within her entrance and along the winking nub.
Eventually, Starlight paused from licking the different-tasting cum from her mare's pussy, looking into Trixie's eyes. "So, is a bug's cock really that good?" she asked again, with Trixie sensing just how horny she was, "His cum sure tastes good. Kind of like a stallion's, but it tastes kind-of like grass too."
Trixie looked up at Starlight, not missing the implications of her asking, before grinning. "So, did Starlight want a turn with Trixie's new best Changeling friend?" she asked, seeing Starlight's own desires put on display as she saw her tail flagged over her back, hearing a steady series of drips coming from her pussy and onto the ground.
"M-Maybe later. What I really want to see is him cumming in you again and making you even rounder! That was...wow." Starlight said, a shudder going through her from the memory.
"Mmm, Trixie could go again. His cock feels...Trixie really likes his cock." Trixie said, not sure how to describe it outside of that. Trixie looked between her hind legs at Starlight, before then looking at the changeling and giving him a sexy grin. "More! Trixie demands more punishment!" she said again, a blissed-out expression on her face.
Sensing his cue, Pharynx once more transformed to his battle form and felt as his length slipped again from him, making both Trixie and Starlight coo at the sight as it hardened. Trixie, still laying on her back, felt as the 'ling mounted her again, pinning her down, and his length's pointed tip poking around her flank...closer...closer... before making her squeal in delight as he quickly penetrated her again and got to work on round two.
"Remember to save some for me too, stud. I'm going next."
Pharynx grinned internally, giving an acknowledging chitter. It was going to be a long day of pleasing these mares, and one he most looked forward to.
Author's Note
* - I borrowed this idea from The Inner Lewd's Changeling universe.
~
Another one bites the dust. Hope you guys liked it, as per usual. Please feel free to share your comments, criticisms, or corrections to typos in the section below.
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