Equestria's Fall to Lust

Chapters

1 The Queen’s Mirror
2 An Empire Fit for a Queen
3 The New Changeling Empire
4 A Student of Lust
5 Interception
6 A Royal Bust
7 The Apple Thief
8 Commercial Break

1 The Queen’s Mirror

Author's Note

I didn't intend this chapter to be so lewd, but I also don't want to rewrite to be less so.
Expect later chapters to contain a bit more story and a bit less sex. :twilightblush:

1 The Queen’s Mirror

It was a sunny day, flowers were blooming, birds singing and the grass was greener than ever. If however you turned around you'd see a magic deprived wasteland, the territory of the changelings.

"How pitiful." said the changeling queen to herself, sitting in her throne.

"I was so close to having it all within my grasp. But I underestimated those ponies. And now, look at us, we're worse off every day. Soon they'll have captured our every spy and the remaining villages in the area are close to empty, almost no one to collect love from here anymore. It's only a matter of time until we have to relocate the hive." The queen sighed as she leaned back trying to forget her troubles for just another moment.

That moment was quickly cut short when a high ranking changeling warrior accompanied by a small group of soldiers marched into the throne room. A few meters from the throne they stopped and knelt for their queen. They were all wearing changeling armor in accordance with their rank.

Standard armor for changelings is very different from that of other races. It consists of plate armor made of a dark durable metal, called ferrochangite or more commonly changing-steel, only produced by changeling blacksmiths. Due to changelings’ desire for love, their armor does not usually cover the crotch and, for females, the chest is exposed as well. Another property of the metal is the way it interacts with changeling magic, as it can form to fit any shape the changelings take and disguise as other armor if the changeling so wishes..

"My queen!" said the warrior as she bowed down.

A smirk grew on Chrysalis' face as she saw white liquid drip from the labia of the warrior.
"I presume the raid was a success?" Chrysalis replied.

"A great success, even though the villages around are getting more scarce, we're getting better at capturing the villagers." said the warrior.

"It is good news indeed, but I presume you didn't come here with all your friends just to tell me of your daily accomplishments."

"Of course not, my queen. One of our scouts greeted us on the way, they've brought a forgotten relic from the Crystal Empire that one of our spies uncovered." the warrior snapped her fingers and a changeling carrying a crystal box walked up to the queen and kneeled, presenting the box.

She opened the box, it was well cushioned and inside lay a small handheld mirror.
"What's this?" She said as she grabbed the mirror. "I know I'm the most stunning creature to ever set foot in this world, but... is that all?" As she held the mirror she couldn't help but admire herself, softly biting her lip and grabbing her breast.

For a few seconds the warrior lost all focus as she looked at her queen’s sexy body, but she snapped out of it. "No, my queen, this is a magical artifact. It has a rather unique property, for whenever two people look into this mirror at once, they won't see themselves, but rather each other. However, this will soon become reality as the two who were looking will then switch bodies."

The queen suddenly stopped admiring herself as she realized the potential of the artifact. "Get me a list of the livestock you collected in the raid, and meet me here in an hour. Oh, and bring one of your cutest soldiers too."

An hour later in the throne room, Chrysalis ordered two of the kidnapped ponies to be brought to her. One was a beautiful mare with a light brown coat and brown mane, the other was a well endowed stallion with a light blue coat and purple mane. They were both sitting on their knees, naked and looking away from each other, facing the throne, with their arms tied behind their back. Four armed guards had escorted them ensuring that they were not going anywhere.

The guards had been looking after them for a while now and the two ponies could see that their hunger for love grew every minute. If it weren't for their orders they would have been as drained as the rest of the captives were right now. The warrior entered the throne room with her soldier. Like the ponies, the soldier was naked and had her arms tied behind her back.

"My queen!" they said as they kneeled next to the ponies.

The ponies were growing more nervous and as they did they looked even further away from each other. Chrysalis had prepared herself for the occasion dressed in clothes that covered nothing. She had also used her magic to increase her breast size. She arose from her throne and signalled the changelings to move back. The ponies looked at her nervously as she approached them.

"So.. How would you like to get your freedom back?"

The two ponies started begging for their freedom. To Chrysalis, this always amused her. They had never heard of a pony that had been released without getting all of their love drained first.

"On one condition though. Whoever can make the other pony cum first gets to leave."

They looked at each other in shock and then back at the queen. "Please!" begged the stallion. "Don't make us do this. We're siblings!"

The queen laughed "Don't worry, I won't tell on you. Besides, why do you think I picked you two? Look, I'll help you get started."

She waved her hand and two of the guards grabbed the mare and placed her facing her brother. One of the guards held her head so she had to look at her brother. As they did this Chrysalis sat next to the stallion and squished one of her large breasts against his chest. There was something about her presence that made everyone give in to her.

The stallion was no exception, as she leaned in to kiss him it was as if the whole world around him disappeared, and there was only Chrysalis. Had he not been tied he would surely have tried to grab her, as if they had been lovers for many years. Chrysalis slowly moved her hand up his thigh. As she did his cock slowly escaped her hand as it grew harder. She finally hit the base and started stroking. He couldn't handle all the stimulation so he leaned his head backwards and started panting, breaking their kiss. With her mouth free she wrapped her breasts around the shaft and sucked on the head. His eyes opened wide and he started trembling. Then she stopped and grabbed hard around the shaft as she sat up. The stallion suddenly realized how many changelings had been looking at him this entire time, then he saw his sister, and how she was forced to look.

"Sorry I had to stop there dearie, believe me I would've loved to finish you off. But that honor goes to your sister.” she turned to look at the mare “What do you say? I'm guessing he's only got a couple of strokes left in him if you go for it now."

The stallion looked right in his sisters eyes. "S-she's right. I-if you do it now.. You get to walk free. Do it, get and get as far away from here you can!" he pleaded his sister.

She looked at her brother’s fully erect penis panting trying to force herself, but she couldn't get herself to do it. So she panicked. She got up and started to run towards one of the openings in the side of the room still with her arms tied and yelled: "I'm sorry I'll get help as soon as possible!"

As she ran away Chrysalis pointed at a guard and then somewhere at the floor. The muscular guard went there and held his arms out. A minute passed and suddenly a scream could be heard from the ceiling as the mare came falling down landing into the guard's arms.

"Foolish pony!" said Chrysalis. " You can't escape a changeling hive, unless you're the one controlling it. All the walls and doors change according to my will. And soon you will too. Soldier, come over here and someone, bring me the artifact."

The soldier stood facing her, looking closely at her face and started rubbing her breasts against the mare’s, as to compare size and shape.

Suddenly she was smiling and looked at Chrysalis who was now standing with the mirror. Most changelings are naturally small breasted and thus they usually use their magic to make them bigger, the average pony however has much larger breasts.

"Now, do you see this mirror?" asked the queen. "Here, look into it."

"W-why can I only see her in this mirror? Is.. Is she doing the same.. same expressions as me?"

She look at the smiling changeling and back at the mirror a couple of times. Suddenly the stallion yelled. "Something is happening to your feet!"

She looked down and saw a bright green glow. Her feet had become that of a changeling. She looked at the Changeling next to her and saw the same green glow above her feet and that she now had light brown pony feet. Since the transformation was going slowly the soldier moved in front of her again.
She squatted down and started licking her pussy. The mare wanted to run away again, but she was still held tight by the guard. She kept licking and the more she did so, the less the mare resisted.

The soldier licked more and more vigorously, as if she just had found water in the dessert for the first time in days. Then finally, the light hit their crotch and suddenly she was licking what used to be her own pussy. She quickly realized the switch and slowed down the licking, a relief to the mare, who wouldn’t have been able to stay on her feet for so long, if it wasn’t for the guard holding her. The soldier then stopped and gave her former pussy a goodbye kiss.
She then licked from the pussy to slowly chase the green light.

When she reached her old belly button she gave it a kiss, and filled it with as much of her tongue as she could. She then continued, licking her way up to the old breasts, she then sucked on each of the nipples, making sure she flicked the nipples many times with her tongue. The transformation had now reached the neck. Having said goodbye to her old body, she pressed her new nipples against her old and kissed the mare who had completely submitted to her, like her brother did to Chrysalis shortly before.

They both closed their eyes and as they kissed, they could feel how their tongues and teeth switched places in each of their mouths. A few moments later they ended their kiss, opened their eyes and saw that the transformation was complete.

It was like looking in a mirror, and for a moment they both weren’t entirely sure that a transformation had taken place. Maybe they had always had those bodies? The changeling soldier in the mare’s body met the muzzle of the mare in the changeling’s body for another kiss, but then she snapped out of it.

The soldier also noticed how big the breasts on the new changeling was. Apparently she was so overwhelmed in the situation, that she had kept expanding her breasts during the switch. She wondered to herself how long it would take for her to learn how to use changeling magic and revert to her natural body.

“My queen, it seems the experiment was a success.”

“And how about your bondage?”

The soldier turned around revealing that the ropes were dark blue, unlike the ponies who’s ropes were a regular brown.

The queen thought to herself.

“We’ll have to perform more tests, but today has been a succ-”

The queen stopped and looked at the her new changeling. She was squirming wildly, looking like a dog who just got the scent of something tasty. She was drooling and hissing making the guard struggle to hold her back.

“Guard, let her go.”

“B-but your highness.”

“Let her go!”

He released his grip of her. She started running, straight towards her brother.

“Never before has a pony experienced the hunger that we changelings feel, especially now, when the hive is this low on love.” Proclaimed the queen.

The changeling was now on her knees, with her face buried in her brother’s balls. “I’m sorry brother, y-you just smell so good. I-I can smell your love, and there is so much of it.”

She had hoped that the smell of his balls would be enough to satisfy her, but it only made the hunger grow stronger. “I can’t stop myself.”

She started sucking on his balls, as if it was the appetizer before the meal. She then prepared for the main course, and started licking his cock. It was not yet completely flaccid, especially since he had subconsciously been hoping the queen would come back to finish him off. Of course she didn’t care for him, he was just another meal.
His erection started to return, he knew it was his sister sucking him off. But with her new body, it was as if she was just another changeling, with some of the largest breasts he’d seen in his life.

He was now fully erect again, she started to suck it. She could barely fit a cock that big in her mouth. But her hunger craved it, and soon she was able to take half of it. Meanwhile the queen had snuck up behind her.

“My my, you’re so hungry, yet you don’t know how to feast. Let me help you out. We changelings. DON’T. HAVE. ANY...” As the changeling was bobbing her head down again the queen sat down on her shoulders. The weight of her and the fact the changeling could barely balance herself with her arms tied forced her to deepthroat the whole thing. “GAG REFLEX!” Chrysalis exclaimed.

She was unable to move beneath the queen, but she was happy. She could feel how the all the love pumped through her brother’s cock. She could smell the sweat on his balls again. She smiled, she had never felt this good. Well, as much as you can smile while deepthroating something that big.

The queen had more plans for her. As she was sitting there, pushing her as far down as possible, she pulled herself closer to the stallion, and fulfilled the prayers of his subconscious. She pressed her breasts towards his chest and kissed him passionately.
In his mind the world around him disappeared again, and there was only him and the queen. His erection grew harder than ever, filling up the changeling’s throat even further. Chrysalis started moving her hips up and down, allowing the changeling beneath her to move her head in rhythm with her. She was now going balls deep on him over and over.

“Do you feel it?” asked the queen. “You’re sucking the love out of him. Love is contained throughout the bodies of all creatures, but it tends to build up near erogenous zones when they’re sexually excited. When enough loves collects in his cock, he’ll cum for you, releasing a great part of his remaining love. That’s why you want to prolong the feast for as long as possible. His excitement will end once he cums. Make sure he cums though, else the remaining love will be lost in his body until he’s ready for harvest again.”

Chrysalis finished with a few hard thrusts, making the changeling deepthroat harder and harder. “I think you’ve learnt the basics now.” The queen rose allowing the changeling her freedom again. She then walked behind her and untied her arms. “Welcome to the hive, changeling.”

“Brother, I love your cock, please cum inside me.” the changeling said as pushed the stallion into a lying position. She sat upon him, rubbing her pussy against his shaft. The stallion came to his senses again.

“Sis, you have to fight it. You’re not like these monsters!” The changeling put her hands to her head. His words were reaching her and she slowed down the rubbing. He continued: “We can figure this out. Help me up and we ca-”

“Oh, you talk too much.” Interrupted the queen. “Here’s something useful you can use that mouth for.” she said as she sat down on his face, rubbing his muzzle into her vagina.

He lost himself again, to the delight of the terrible queen. The changeling felt how his cock hardened from the queens actions and she decided it was time to finish it. She grabbed his cock and prepared to insert it. She hesitated for a moment, but decided, if she can fit it in her mouth, she can fit it anywhere.

She inserted it, as far as she could, only reaching half way. Her heart was beating heavily and she was panting faster. She looked up and looked at the queen. She had started masturbating while her brother was eating her out and she also started playing with one of her nipples.

She couldn’t help but think of the queen as a goddess. Turning her into a changeling and showing her love in ways she could have never imagined. She didn’t even care that it was her own brother, all that mattered was how great the feeling of love could be.

The queen looked up at her, wondering why she stopped half way down. The changeling remembered her lesson from moments earlier. She wanted to impress and please her queen. She got up and prepared to insert it again. This time she’d let nothing stop her.

She put the head just inside of her, and she let all her weight drop onto his penis, letting it all in at once. The queen smiled, and the changeling was suddenly filled with a feeling like never before. She knew her purpose now, she wanted to make her queen happy, the goddess who showed her true happiness. She started to thrust his cock in and out. The hunger still fueled her, but now she knew how the changelings could keep in line, and ration the little love they could find between each other. It was knowing their queen would be happy, that was enough to keep them from frenzying on their entiere supply.

The love for her queen overwhelmed her There was only one thing in the world she wanted, and so she leaned in for a kiss. Chrysalis saw this and pushed her pussy further into the face of the stallion, then she leaned forward. Their large breasts started rubbing together, almost preventing them from kissing, but in the end, their lips met. The changeling felt another wave of euphoria, she couldn’t control her feasting any longer. She stopped draining her brother, allowing him to finally cum.The amount of love she felt inside of her was overwhelming, making her cum as well. Chrysalis could also feel the surge of love emitting from the stallion, and it was enough to get her off as well.

The changeling and the stallion then both fell asleep.

When the changeling woke up, she was in a bed in a small room in the changeling hive. She had a note next to her which read: “Congratulations, you have successfully made your brother cum first. As promised you’re allowed to leave the hive, but he will stay until he’s drained. You’re welcome to stay if you wish , and if you choose to, you’ll be granted the same rights as all the other drones in the hive. We unfortunately can’t give you back your body, we’ve already sent it out to as a spy in an Equestrian city.”

Of course, she didn’t have to think for long, why would anyone ever want to leave the presence of a queen this prefect? Besides, she can’t allow anyone else to feast on her brother’s love.

2 An Empire Fit for a Queen

Author's Note

This chapter includes scenes I've previously drawn and the next will include more as well. Events that I've drawn will be tagged with 'Equestria's Fall to Lust' on derpibooru and I'll make a folder on my Furaffinity containing the same as well as the fanfic.

2 An Empire Fit for a Queen

A few months passed and the changeling spies were recovering their numbers. Ever since the mirror, there had been no way of detecting if they were changelings or not. By far most of the ponies who were switched into changeling bodies chose to stay. A few chose to leave, and out of those, they all got captured by ponies after their hunger got the best of them and they started feeding on anyone they could. So far all of them had been sent to a prison in Canterlot where they were fed. They were however not able to control their hunger like other changelings so when interrogated they would always talk about how much they crave and smell the love.

The ponies who wanted to stay in the hive had begun mastering the basics of changeling magic but learned slower than those who were born changelings.

The ponies of Equestria still didn’t know the exact location of the changeling hive, but they had an estimate based on where villages were abandoned due to changeling attacks. In some cases the changelings had kidnapped all residents in a village. The ponies called it a ‘Population disappearance due to unknown reasons’. But they usually had their suspicions.

The changelings protected their hive well, and made sure that anyone nearing it would be sent to the livestock. To changelings, anything that produces love can be livestock, and sentient beings produce by far the most, especially ponies.

Livestock would be drained over and over again for months. However, livestock will produce less love the more they’re harvested from. After a while they’re not worth the upkeep.
When this happens the changelings bring them close to a pony village so they’ll wander in to recover on the ponies’ expenses.

Good livestock was usually tracked, so the changelings know where to direct their next raids once they had recovered. The best livestock would be closely monitored and often kidnapped if raids weren't possible.
Over time many ponies who had repeatedly been brought in for harvesting would lower their guard against the changelings, as the uncanny charm of the changelings got to them. They'd grow addicted to the care of their imprisoners, knowing that their love would always be appreciated by what was considered monsters by most others.

Meanwhile the queen had been plotting. Though their techniques were more refined now they still could barely keep the supply above the bare minimum. If they didn't seek new food sources soon they'd have mass starvation on their hands.

Her plan was simple and daring, with her artifact she knew a golden era was about to start for the changelings. As her planning came to an end she formed a small party. It consisted of six of the Queen's guards, the warrior who brought her the mirror, and Chrysalis herself, who'd play the most important role in their adventure.

Chrysalis, adored by her entire hive but uncaring for any individual drone, had made a rare exception and asked for the name of the warrior the she had started to take a liking to. Her name was Apodeme, and though she had rarely spoken with Chrysalis she was one of the fiercest warriors of the hive, and with the work she had done she could've been set for an easy life as one of Chrysalis' guards. Apodeme knew this but had never asked because, as she would say it, she loved to 'bring home the fresh meat' too much. In the field she enjoyed being able to get the first taste of their new livestock and she'd never return home till the hunger was sated. She was truly the changelings' answer to a gourmand.

The party was ready for departure. They were all geared in armor and Chrysalis carried the mirror in a small cushioned backpack. The changelings transformed to large birds and flew off, towards the Crystal Empire. Only stopping to sleep and feast on unsuspecting ponies.
Never revealing their changeling shapes as it could compromise their mission.

After two weeks of flying they finally arrived.

The party had transformed to crystal ponies and walked through the city. It was late when they arrived so the streets were mostly empty. Walking through the city, the changelings felt something weird inside them, they couldn’t tell what was going on but it felt nice to them, as if there was a spell over them.

“This is it.” said one of the guards as they walked past a small purple crystal house.

Everyone turned and went to the door. Chrysalis knocked and a few moments later the door opened. Inside stood stood a familiar pony, the first of the new spies, the soldier who had taken the body of the mare a few months earlier. She had turned crystal like the other ponies around the place and she was wearing a loose robe, almost revealing her breasts, and fashionable sandals. The robe was the most common fashion in the Empire, along with simple tunics, however the spy had still not gotten used to the way ponies wear clothes, using them to cover their sexuality instead of highlighting it.

Like everything else here, the clothes seemed to be made of a crystal-like material, however on further inspection, the crystallic texture of everything seemed to have come from being in this area rather than through it’s creation.

"Can I help you?" said the mare looking puzzled.

Chrysalis reached out her arm and for a moment she transformed it back to her regular changeling arm.

"Right this way." she said and stepped out of the way so the changelings could enter, and as they did they transformed back to their original shapes.

She continued. "I'm sorry, my queen. Ever since I got this body, I haven't been able to tell changeling from pony unless in their true form. Since I’ve moved here I’ve taken an appropriate name to fit in, you can call me Honey Bun if we’re out. Is this about your plan to save the hive? Please take a seat, you must be hungry after your travels. I'll prepare something quick for you." she left the changelings seated in her living room.

The house was an average Crystal Empire building. Every wall was crystal, as if the whole place was carved out from a single big crystal. The living room was was covered in soft carpets and there were two large sofas in the corner of the room with just enough room to fit the changelings. In the room there was also a bookshelf filled with books, mostly about the history of the Crystal Empire, a table with some chairs around it, and some drawers.

The changelings were sitting on the sofas, feeling uncomfortable by their surroundings.
They looked very out of place, sitting between the purple glittering walls.

After a few minutes of slightly awkward silence the mare came down again. Her robe was now covering her much more tightly. She was holding it together at the top so it covered her neck. She slowly and seductively walked towards the changelings.

“Eat up.” she said as she dropped her robe, revealing the outfit she had changed into. She was wearing black lingerie consisting of panties with a hole so she didn’t have to take them off, and a skimpy bra also with holes at the nipples. Around her neck was a black collar with a leash tied to it which she handed to Chrysalis.

With the exception of armor, changelings usually don’t wear actual clothes. Whatever skimpy clothes they’re wearing is usually made by transforming themselves with their changeling magic. Whenever a changeling changes shape they’re not able to produce materials stronger than what their magic and body combined can handle, which is why they still need their armor.

Within a couple of seconds all the changelings had used their magic to remove their clothes, retaining their armor. Only Chrysalis was completely naked.

“Please.” said Honey Bun. “Use this body however you like. It’s full of love that’s ready to be consumed.”

The queen pulled the leash so the mare went face first between her breasts. “Very well, you’ll do for the night.”

The mare looked at her mistress, still resting her head between her breasts and smiled. Chrysalis begun to rub her breasts against Honey’s cheeks, and as she did her breasts started to expand. They grew until they were big enough to encase most of her head. The mare wore an expression of complete bliss as this happened.

Chrysalis put her legs on the back of Honey Bun to push her down towards her crotch. As she did, Honey’s head slowly sank through her cleavage until she was out of her view. The mare started licking her out. Chrysalis was starting to enjoy herself and held up her breasts; she played with her nipples as she wrapped her legs around Honey’s head forcing her muzzle into her royal pussy.

Suddenly the mare stopped licking and opened her eyes wide. She started to look very tense as if she was about to struggle for air. The queen had separated her breasts so she could look her in the eyes. She smiled and laughed a bit. The mare’s eyes was slowly rolling further up, but she didn’t struggle, she was doing it for her queen.

Chrysalis removed her grip on Honey’s neck and pushed her backwards, slowly. As she did, a very well endowed cock that Chrysalis had transformed her clitoris into while Honey was licking her, came out of the mouth of the mare. The mare was now sitting on her knees, holding the enormous cock in her hands, with tears in her eyes and panting. She was happy that her queen had bestowed this gift upon her, a cock almost as long as her arm. That and the fact her pony throat couldn’t handle as much as her old changeling throat meant she easily teared up.

She was still gasping for air. A tear was rolling down her cheek as she whispered: “Thank y-you. P-please keep feeding.”

Chrysalis looked at Apodeme and said: “Would you like to join me for dinner?”

She smirked and went behind Honey. As the mare had slowly begun licking the queen’s cock as she regained control of herself, the changeling began licking her with her long thick tongue. She was feeling every part of her pussy with her tongue. She stopped licking and concentrated a bit. Soon she formed a cock as well. Her cock was made to fit perfectly inside the mare’s pussy, as the changeling had made a mental map when she put her tongue in it.

The mare knew exactly what the changeling had done and shivered in anticipation. Apodeme put the head at her lips, preparing to thrust. Chrysalis, grabbed Honey’s head and moved it to prepare her to suck her cock again.

The mare was starting to breathe heavily, since she had never been feasted upon, but as a pony and loyal to the hive she had to. She wanted to. Chrysalis looked at the nervous but dedicated pony, and gave her a happy smile as she held her head in her hands. The mare started to relax more, and as she did, Chrysalis closed her eyes and nodded.

Apodeme then thrusted with all her power into the mare and started fucking her with great speed and force. With each thrust she moved the pony back and forth so she’d deep throat the queens cock over and over.

Honey had come to realize that ponies are more sensitive to sexual pleasure than changelings are. The difference is that ponies can’t enjoy the pleasure of feeding on another’s love. That means that a changeling will usually feel the most pleasure at the climax when the one they’re feeding from will release their love. But feeling this much pleasure before the climax, Honey had never considered until today.

The mare could feel it in the changelings, they had begun feeding on her love. Taking off the top of her love and keeping her on the edge so she’d build up more love to be released. She felt like her mind was going blank as the pleasure was at its highest for what seemed like an eternity. The pleasure was more than she could handle, but she didn’t want it to end.

Chrysalis started to get an odd sensation. It was the feeling they got when they walked in the city, it was as if whatever was affecting them there, was also inside of the mare. She finally understood what was going on, it was a different nuance of love than they’d ever tried before. As if they had been eating bread their entire lives and now ate cake for the first time. Maybe they wouldn’t prefer this in the long run, but feeding on a kind of love they never knew existed, they got lost in the feast.

Chrysalis and Apodeme suddenly caught themselves moaning, something changelings rarely did. Moaning is considered a sign of submission and weakness among them. Higher ranking changelings would thus do all in their power to refrain from doing it.

When they realized that they had let down their guard they felt a rage inside them. As if they had been tricked into moaning. They knew this wasn’t the case, but they still felt that they had to punish the poor mare who had offered her body without warning of their arrival in the city. Chrysalis grabbed Honey’s head tightly and Apodeme grabbed her hips as they started, with great force, to move her back and forth, as if they were sawing a piece of wood together.

Honey was already overwhelmed, she had now slipped into a world of immense pleasure. She was no longer able to keep herself balanced. Her arms were swaying on the floor as the two changelings fucked her from each end. Their grip on her was very powerful, she wouldn’t get away no matter how hard she tried, not that she wanted to either. The two ponies pounded so furiously that she barely was able to breathe in between each thrust. She could feel herself almost choke again. As she was about to slip, she felt it. The changelings were done preparing her.

She came, and as she did, so did the changelings. The crystallic look on her coat faded as they let her drop to the floor.

She was now lying on the floor, still on her knees but lying there trying to get a hold of herself as she was twitching and gasping for air. Cum was dripping from her mouth and pussy, and as she was lying there, Chrysalis’ cock was still dripping on the back of her head.

With the way she acted, if the changelings didn’t know better they’d have thought she was just another pony. She reacted like most ponies would after getting drained for the first time, the only difference was her loyalty to the hive.

Two of the changeling guards went and picked up the mare. They carried her to the kitchen where they cleaned her up and gave her a bit of water.

She didn’t make a sound, she was mindlessly looking at nothing. Even by normal feeding standards, she had been through a pounding this day. In her head she still wasn’t sure if they had stopped fucking her.

As the guards brought back the tired mare they put her on one of the sofas to recover.

“Well, I’m stuffed.” exclaimed the queen and yawned. “I’d love to use her as a cock sheath for the night, but my dear guards gotta feed too.”

Her cock disappeared in a green flame as she transformed it away. Apodeme soon followed.

Chrysalis got up from the sofa and as she walked out of the room. “Time for us to get some sleep.” she said to the guards. “Have fun with her, but not too much, we need her tomorrow.”

Chrysalis went to the mare’s room and lay in her bed. It was much softer than what any changeling had. Comfort had never been a priority in the hive, since they had always been fighting for survival. Not only was the bed comfortable, to a changeling it was also reeking with the smell of pony love. She quickly fell into a deep sleep that night.

When Chrysalis woke up the following morning she was surrounded by Apodeme and Honey Bun sleeping next to her and a guard who had chosen to sleep at the foot end. She could smell the dried cum on Honey from last night. The guards had tried to dry it off but at this point there was far too much. She also still hadn’t regained the crystallic texture she had when they arrived. After a few minutes the queen rolled on top of Apodeme. She smiled as Apodeme opened her eyes.

“Wanna take over an empire?” asked the queen.

“Always!” responded the warrior.

They walked around the house and saw all the guards were still sleeping in various places. They decided to get some breakfast and left the building.

Outside the whole city was brimming with light as the sun cast its light on the crystal structures. The two changelings, who had transformed into ponies, were now looking for a meal when the spotted a couple walking down the road. They were holding hands and clearly in love. The changelings followed the couple. They went into a coffee shop and as the guy ordered the girl went to the bathroom. Apodeme followed her into the bathroom and shortly after went back out disguised as the pony’s lover. She went over to the pony and as she looked him in the eyes she cast a weak mind control spell, as she whispered to him. They then quickly left the shop and went to an alley next to the store where she could feed on him in peace. Chrysalis saw they were leaving, and as soon as they passed her, she transformed into the guy and went inside the shop. Just as she had entered she saw the girl come back out. Chrysalis went to the girl and used the same spell on her as they went back into the restroom.

Of course it was very obvious to bystanders and the customers that someone was fucking in the alley and in the bathroom, but the changelings didn’t care. Their reputation wasn’t at stake. And the ponies didn’t care either, thanks to the spell and their love for each other, they only felt happiness. When they were done fucking them they left the mess they had made and met up once more in their regular disguises. As the two ponies stumbled out, the guy still with his pants open from the ally and the girl with her panties around her foot out of the shop, they saw each other as the spell ended. Though their minds were still a bit hazy, they ran to each other and kissed, and the girl pulled the collar of her boyfriend’s coat as to initiate round two back in the alley. The changelings walked away laughing at the clueless ponies.

As they returned to the house, the guards had put Honey on a table and were taking turns fucking her again.

“Changelings, please be gentle with her.” said the queen. “We need her to guide us around town today.”

The mare was making lewd, uncontrolled faces and noises as the changeling pounded her. The guard finished off quickly so as to follow the queens orders.

All the guards transformed their regular guard outfits on and then saluted the queen while Honey was still twitching on the table. Chrysalis walked over towards the mare and grabbed her breasts as she leaned over her.

“So, my dear spy. Are you ready to provide your intel?” asked the queen.

The mare nodded.

It was night time once more, the mare had told them everything she knew about the castle and the whereabouts of Cadance. She had managed to get a job as a cleaning lady in the castle, and had drawn schematics of the castle whenever she got home. There were certain parts of the castle where she was not allowed to go, mainly where the royalty was sleeping, as she didn’t have the clearance yet. She also told them that the crystal texture she gained came from the crystal heart whenever it was activated, and later it would slowly fade away. Staying close to the heart seemed to prolong the effect though.

The party was standing, disguised, in front of the towering castle.

Apodeme looked at the top of the spire and said: “Geez, this was made more than a thousand years ago. They gotta only have stairs in this thing, it must take forever to climb.”

They had excluded most parts of the castle from Honey’s schematics and transformed into black ravens as they searched the outside of the castle. Suddenly one of the ravens started to caw. They had found the window to the royal bedchamber.

Knowing what the power of their love combined could do to the entire army of changelings, they had to separate Cadance and Shining Armor, who were preparing to sleep. Furthermore, the entire castle was protected by a changeling detection spell; as soon as they entered the castle the guards would come after them.

The changelings planned their next move.

One of the changelings transformed into a royal crystal guard and went to get the attention of a sentry watching the gate to the castle.

“Guard, there’s something suspicious going on over there and I need your help.” said the changeling disguised as a guard.

“Suspicious? That’s rather vague, what’s going on?” replied the guard.

“There’s no time to explain, the princess might be in danger!” said the changeling.

“Then what are we waiting for?” said the guard as they started running.

They ran towards an alley between some buildings.

“It’s right around that corner.” said the changeling as the other guard ran ahead.

As he ran into the alley he was surprised to find a bunch of changelings waiting for him. Confused as to what was going on he looked backwards and saw the guard who had asked to follow him transform into a changeling in a green flame. She grabbed him from behind, rendering him almost defenceless. But even if he were to struggle he would quickly be defeated by their sheer number of changelings. As the crystal guard was held a changeling guard tied his hands while the one holding him from struggling.

Chrysalis looked at the pony and said: “Do you know how hard it is to find a place in this city to just be ourselves? Shining buildings everywhere and open streets. Only in the darkest hours in the darkest part of the city can we safely hold this form. Not something you’d understand. Well, not yet at least.” She looked at the changeling holding the pony secure. “Take on the lewdest body you can think of, and don’t make it too practical.”

The changeling changed into a female changeling body. The guard couldn’t see it, but he could feel the hands holding him from behind were becoming more feminine. They grew slightly shorter and he felt a pressure from their chest in his back as breasts grew out. Just as the transformation seemed to have stopped, the second part began. The changelings thighs, butt and especially breasts started to expand. Her breasts expanded so much and so fast that they knocked the guard over. She sat on the guards back so he couldn’t get up and lifted his head. As he looked up he saw the queen holding a mirror in her hand. Confused he looked into the mirror and saw the changeling that sat upon him in his place and him in hers. The switch begun, and after a few minutes he had switched completely into the body of the changeling that sat on his back. Chrysalis ordered the other changelings to undress the now changeling.

“Now, you’re given a choice, either come with and we’ll make you one of us. Or you can get on your way and do what you want,” said Chrysalis.

Without hesitation the former guard said: “I’ll never join you, you vermin!”

Chrysalis laughed and said: “Have it your way then.”

She signalled the other changelings. They took the armor off the changeling that had taken the guard’s body and molded it with changeling magic onto the lewd changeling’s face in the shape of a ring gag, and on her hands a pair of bondage mitts in the shape of hooves.

“Of course we can’t let you leave with the means to tell or write about our presence here, so we have to take some precautions. And good luck taking them off, the changing-steel armor has condensed it’s the size to what you’re now wearing. So it’ll also be that much tougher to wear down. Unless you of course learn how to use your changeling magic. Would’ve been easier if you had just joined us.” elaborated Chrysalis.

The changeling was looking angrily at Chrysalis as she got up.

“M, nn, ga eh! U eh hu mmm!” The changeling said through the hole in the gag while she started to drool.

“I’m sorry, dearie, but you gotta speak up, I don’t understand a word of what you’re saying. Now go along now, I have important matters to attend to.” said Chrysalis

As she walked past the changeling towards her party she pushed her gently onto her back. Because of her massive breasts she was unable to maintain a proper balance and so she stumbled around almost falling, while the other changelings were laughing at her. By now so much anger had build up in her that she had to do something, but she knew that she couldn’t defeat the changelings. She had one option, to alert the other guards. Without thinking further she ran for the castle, expecting to be chased by the group.

As she reached the guard at the gate she yelled some incomprehensible mumbling and flailed her hands around.

“Halt, changeling!” yelled the guard after having looked at the voluptuous changeling in disbelief for a moment.

He was pointing his spear at her, and as he did, she realized how bad her plan had been. She decided the only option was to run for it, knowing how they might treat her as a changeling prisoner, she had to run. The guard followed and yelled for more guards to follow. As she ran away she saw her old body, passing her and going into the castle, without setting off their changeling spell.
The changeling in the guard body was now inside the castle. Following the schematics he had memorized he went towards where they had found the royal bedchambers earlier. Surprisingly simple for something this huge and old, and as a royal guard he had clearance to go everywhere in the castle.

He slammed open the door and yelled: “Your highnesses! Shining Armor, something is happening!”

As the couple woke up, the guard went to the window opened it and looked suspiciously out of it.

“What’s this about?” asked Cadance in confusion.

“I need Shining Armor to come with me. A changeling tried to attack one of our guards at the gate.” said the guard. “We need to set up a search for her.”

“Alright, let’s go!” said Shining armor.

As they left they slammed the door again. Cadance was still lying under her covers, starting to worry about what was going on. She had a chill running down her spine, thinking back to the large changeling invasion back at her wedding. Then she noticed the guard didn’t close the window. She went over and looked out. She saw the guards running around outside with torches, they looked so small from up there.

“That’s gotta be most of the guards running around down there by now.” she said to herself.

Suddenly, with a gust of wind,a large crow came through the window. Cadance yelled in surprise and turned around. The crow was very large and wore a pouch around its neck. Cadance felt a magical sensation in her, the spell had been activated. She was standing in shock.

The crow looked menacingly at her and said: “Oh how I do hope so. And with your husband out, I can finally have some alone time with you again.”

Cadance looked at it, trying to hide her fear and said: “Ch-Chrysalis?!”

The crow transformed back into the queen who was looking smugly at her, she had transformed into the same size and base shape of Cadance.

“Oh, you’re probably thinking: Oh, the other guards will notice the spell is set off once they get back and they’ll come find her. Or: No matter what you do we’ll defeat you, we always do.” said the queen. “But not this time. You see, I have a special present for you. Something wonderful, beautiful, and full of love.”

Cadance knew she’d have to fight back and prepared an attack. Chrysalis quickly countered it with a more powerful attack.
“How rude.” said the queen.

Cadance was lying on the floor, slightly disoriented as Chrysalis leaned over her and took off her nightgown.

“Don’t worry, I have something better for you to wear.” said Chrysalis. “This is changing-cloth. Not too popular, but it has it’s uses.”

She took off her pouch and put the mirror on the ground. She then started to channel her magic into the pouch. Firstly she changed a part of it into a gag which she put in her mouth and then she changed it into green rubbery sheets that tied her legs and her arms behind her back.

“Are you done struggling?” said the queen. “You know, it’s not very nice to resist when given a present. Now let me help you up and you’ll see.”

Chrysalis supported Cadance as she got up on her tied legs. She had to let Chrysalis hold her in order to not fall over.

“In my hand I have something belonging to your empire.” said Chrysalis. “Rather fortunate that it fell into my hands, otherwise it might’ve never returned. I know it looks like a fancy mirror, but as you see when you look into it, it would seem as if I’m standing in your place. Oh, but what’s that? Has our heads switched places?”

Cadance looked panicked at Chrysalis who was now wearing her head with a green glow around her neck. She knew how much stronger she was, but she tried to use her magic again. It failed, she had no clue how to use her new changeling horn, it didn’t even spark.

As the transformation passed halfway the queen yelled with Cadance’s voice: “Guards, come quickly! I’ve captured the wretched changeling queen!” She lowered her voice a bit “Do with her as you please.”

Cadance could no longer feel the spell on the castle, nor use her magic. It was too horrible to be true, she was becoming a changeling, and she could do nothing about it. No one would believe her if they let her speak. A lost relic like that, no one would have heard of. As the swap ended, Chrysalis put down the mirror and put Cadance in the queen’s body on her stomach and sat on her back. Some guards outside had heard some yelling from the castle and a few others had noticed the spell had been activated, they put two and two together and soon Shining Armor and a crystal guard had slammed the door open.

“Shining!” yelled Chrysalis and cried as she got up and ran towards him. “I-if that vile queen had separated us again, I-I..”

Shining responded: “Shh, it’s alright. You’re safe now, we’ll give her the punishment she deserves, and..”

She was now fondling around his junk. “I just couldn’t take being apart from you like that again.”

Shining blushed and was nervously laughing. The guard pretended not to notice and went in to pick up the prisoner. He put her over his shoulder and walked quickly out. Chrysalis was hugging her husband as she continued to fondle, as the guard passed they made eye contact a last time. The queen was looking smugly at the princess in her body, and Cadance looked back in horror as she was taken away. She closed the door.

“I’m sure the guards have it under control by now. Let’s just celebrate that we still have each other.” said the now princess.

“I-I’m s-sure they’re gonna find them on their own. I-I’ve given them very strict orders to search all night.” he responded.

“Good, then we won’t get interrupted again tonight.” laughed the imposter Cadance.

The royal couple made love all that night, as the royal guards searched for changelings in city around the castle.

3 The New Changeling Empire

The next day the guards had caught a few changelings, three of the queen’s royal guards to be exact. The changelings all claimed that they were the only changelings along with their queen, and when the guards couldn’t find any others they started believing them.

Oddly enough the one they had been chasing had managed to escape. One of the guards was now claiming to be her, saying he did so to distract the guards while their queen kidnaped Cadance.

the princess thought to herself.

The changelings had all gone down without much fighting. They knew if their queen was successful they wouldn’t have to worry much anyway. They had all been hiding as crows, scattered in the city, but they were found by detection spells while they were sleeping.

Later Cadance held a speech to the city about how she defeated the changeling queen, and everyone started celebrating. They got so excited in fact that the crystal heart activated and lit up the city once more.

As Cadence returned inside the castle, her husband was standing there and said: “That was probably the best speech you’ve ever held. How about we continue where we left off from yesterday?”

He went up to her and started groping her ass and breast. She giggled and started rubbing his crotch too.
“I’d love to, I’d really would,” she said. “But I’m afraid I have to take a look at our prisoners. I have a feeling there’s something they’re not telling us.”

She had the guards take the changeling prisoners into a private room where they were cuffed and wore horn rings to prevent them from using magic.

“You three really messed up. But no worries, this is all part of the plan,” said Cadance.

She went out of the room and returned a few minutes later with a guard. She explained to the guard that they had agreed to not cause trouble if they were just fed, in order to do that there just had to be someone fucking them a few times a day. The guard laughed, but when he saw she was removing one of the changelings’ horn ring, he prepared his weapon.

“You can’t just let that thing use it’s magic, you don’t know what they’re capable of,” said the guard.

“They’re smart enough to know what will happen if they try,” said the princess. “Now how about you change into something sexier for our guard here?”

The changeling changed into a female and shot her chest forward as she expanded her breasts. The guard lowered his weapon, looking at the sexy changeling.

“No,” denied the guard. ”This isn’t right, we can’t just give our prisoners what they want.”

“What about what you want?” said the princess. “How would you describe the perfect female shape?”

The guard thought to himself, then quietly said: “B-bigger breasts.”

The changeling made them bigger yet.

“You know, I’m more of an ass man. Can you make it big enough to take the look off your breasts?” he asked.

The changeling followed the orders.

“And a bit shorter, I like them short, makes them cuter,” he said.

For the next twenty minutes he kept asking for more and more changes until finally he was completely satisfied with his perfect changeling toy. He was almost unable to control himself at this point, very obvious to the princess, but he was trying his hardest, while being at his hardest.

The princess went over to him and patted his cock as it stuck out from under his loin cloth and said: “Don’t worry, you’ll get many chances to have fun with her. Now go get her and bring home your bonus, you’ve deserved it.”

The guard walked over to grab the changeling by the cuffs when he noticed she wasn’t wearing any. He turned around and saw the other changelings surrounding him putting the cuffs on him instead. As he tried to call for help the changelings stuffed a changing-steel bar, made from one of the armors, in his mouth. It transformed into a gag and a horn ring as the princess held the mirror in front of him and the changeling he had just customized.

She was now in the same position as all the other who had switched before her. Knowing that no one would believe her if she had the chance to tell the truth, and for now, talking wasn’t even an option. She could only wait and see what would happen. The guard went out with the changeling over his shoulder as he went to figure out where his home was. Cadance then went to get the next guard, and after that the next again.

Later she went out in secrecy and met with Apodeme, Honey Bun, the two changeling guards, and the 4 guards that had switched bodies. She explained the next part of their plan. They had to bring over all of the hive but slowly and once they did, they were to surrender the hive and have all valuables moved to their new empire.

Over the coming months, many changeling attacks happened in the Crystal Empire. They all failed, but were made to seem like they wanted to free their imprisoned queen. Every guard in the city wanted to guard the Changeling queen, as everyone who caught a changeling was rewarded with the changeling as a pet of their own. And soon this was reality, but not the reality they had thought it was. The rumor had even come out about the changelings being used as playthings for the guards. And when there were no guards left to give changelings to, they placed them, tied on mechanical crystal walls with their legs stretched behind their heads and their arms above. The walls were placed around the city, but around the castle they were placed in large circles around the crystal heart. Each wall was made so ponies could either fuck them while standing, or they could pull a lever to put it down flat, and they could fuck them while they were lying down or get a blow job through their ring gags, it also released the legs chains allowing them to relax their legs. When it was night time the crystal walls would lie down allowing the changelings to sleep.

There were of course some protests to this, but all the ponies who were upset about it seemed to suddenly become advocates of it after talking with the princess. Cadance had made a love tax, to feed the changeling prisoners. Anyone in the city of age had to help feed the changelings, this applies to visitors as well. She also founded the Crystal Empire Changeling Magic Research Institute, or CECMRI for short, to learn more about changeling magic in ways changelings had never had the resources to do.

Meanwhile Cadance also had to learn magic in secrecy as she didn’t know how to use the alicorn magic. In the start she had used the excuse that she was burnt out from the fight against Chrysalis, but she had to learn it quickly so Shining Armor wouldn’t get suspicious.

Chrysalis spent her time in various places, as the princess liked to have her fun with her, letting her know who was in charge.

She kept her in her royal garden where patrolling guards could have some fun with her. And when she went out for royal business, she let the guards of the other kingdoms use her as well. She wanted the whole world to know the changeling queen was her personal toy. And she used every occasion to remind her how much she was fucking Shining Armor. Sometimes she’d even bring him to the garden and while Chrysalis was stuck in her pillory Cadance would lean over her from behind and ask him to fuck her. At first he found it weird, but soon he really enjoyed tormenting the changeling queen like this. Sometimes Cadance would rub her clit or play with her boobs while they were fucking on top of her. She could feel how he was thrusting into the body she used to have as the queen was lying on her back, but she was always gagged and could never tell her former husband how much she wanted him to fuck her again. She could only imagine how the faker on her back was feeling. She was ashamed she had to imagine these things, and even more so that it actually made her wet when they did this. Of course Cadance had asked him never to fuck the queen, it couldn’t be known if she had any lingering part of the mind control spell left in him. He was free to fuck the other changelings if he so pleased though. It was the law after all.

Author's Note

Decided to divide this chapter in two since it had gotten too long, and there was a significant shift in the story at this point. Next chapter will be a lot longer and coming out soon.

4 A Student of Lust

It was a beautiful morning in Ponyville, as Princess Twilight Sparkle woke up after a great night’s rest. Today was the day she had been looking forward to, she was going to meet with Cadance for the first time in a few months. Because of all the changeling attacks, the Empire had kept her busy. She had offered to help her old babysitter, but Cadance had assured her that she and her guards had it all under control. All in all, it had been a great relief for Equestria to know that the changelings were becoming less of a threat. But by far the least understood was what the princess had chosen to do with their prisoners. There were rumors from the few allowed and still decreasing number visitors, but no other princesses or authorities had gone to see for themselves. Twilight was to be the first.

“Spike!” yelled Twilight.

The tired dragon came walking in as the princess was getting dressed.

“I swear, these have started to grow since I became an alicorn,” she said while struggling to put on a bra.

Spike was struggling to hide his boner.

“Hope you’re ready to take care of the castle while I’m gone. Can’t wait to see what my brother and Cadance have been up to,” said Twilight.

“Uh huh,” replied Spike who was now distracted by his fantasies.

Twilight kept talking but he forgot to listen to a word she said.

“Alright, that’s all Spike. I have to get going now, see you in a few days,” she finished.

She said goodbye to her friends in Ponyville and got on the train to the Crystal Empire. When she arrived, she was greeted by Cadance and Shining at the station. They greeted her joyfully. Twilight hugged her brother tightly. She turned to Cadance and hugged her as well. As she did, she felt Cadance grabbing her butt. Twilight blushed and was shocked by her inappropriate actions. She pushed Cadance away from her in her shock.

“Something wrong?” asked Cadance.

“N-no. It’s fine,” said Twilight.

Twilight thought to herself.

“Let’s go to the castle, we have much catching up to do,” said Cadance as she grabbed Twilight’s hand and started walking.

As they walked Cadance started talking: “So Twilight, you might’ve heard some rumors regarding how we treat the changeling prisoners. And they’re more or less true. The changelings need to be fed you see, and this was seen as the most humane way we could do this, while still treating them like prisoners.”

Twilight seemed distracted, she was sure she heard something. It almost sounded like an errie moaning. As they walked she started to notice more and more crystal walls placed around the town the closer to the center they came. It seemed like something was on the other side of them. On their route though, all the walls faced away from them. She began to have her suspicions on them, but the only ideas she came up with seemed too cruel to be done by Cadance.

They were getting close to the castle. Around the castle were multiple layers of wall like the ones placed around the city, but here they were structured in large circles with roads leading to the castle and crystal heart in the center of it all. As they walked in through the first layer of wall, Twilight’s fears were confirmed, every single wall in the city had a changeling hanging on it. Twilight stopped in her tacks. Shining Armor and Cadance stopped a bit further ahead when they noticed she wasn’t following.

Her brother went to her and said “Twily, I know this is all new and different, but this is the best we can do for now. We’ve been searching far and wide, but all the changelings have agreed to this. They think this is the most humane way we can treat them as prisoners while still giving them their basic needs. They’re not like ponies, they have to feed on love.”

“Come,” said Cadance. “I’ve prepared something special for you.”

Twilight followed hesitantly as they walked through all the circles of changelings strapped on walls. As they got to the center standing in front of the crystal heart, many rows of guards came walking out of the castle. They spread around the circles, each standing in front of a changeling and then turning around saluting towards Cadance. A large mechanism went off and suddenly all the walls were laying down, allowing the changelings to relax their legs. With the walls down, all the guards were now in sight, all still saluting their leader.

“You see Twilight,” said Cadance as she walked behind Twilight and started massaging her shoulders. “We’ve prepared a special event for you today.”

Cadance looked up and signalled a peculiar mare wearing a skimpy version of the Crystal Empire jester uniform. She was also wearing a strap on and in her hand a flugelhorn. It was hard to tell if she was very excited for this event or very nervous. She was smiling in a weird fashion and could barely stand still. If Twilight wasn’t so weirded out by the situation, she might’ve thought the pony reminded her of Pinkie Pie, but seemingly more crazy.

When the mare saw the signal, she brought up her flugelhorn and played a short cheerful tune. As she did all the guards turned back around, removed their loincloths and started fucking the changelings lying on the ground. Twilight looked around and saw the savage changelings fuck the guards just as much as they were fucked by the guards. Even with their restraints they had to consume, no matter what.

Twilight watched as the guards fucked the countless changelings. She was stunned, completely unable to react to what she was seeing. The guards were very rough on the changelings, and fucked them hard and fast. The changelings seemed to enjoy this, trying to wrap their legs around the guards to better thrust them into them. This was all so wrong, but everyone seemed to enjoy it, could it really be that this was right way to deal with the changelings?

The jester had long since dropped the flugelhorn and grabbed a comically looking staff instead. She was jumping joyfully around the the guards and changelings. She stopped at a couple who seemed to be fucking more gently than the rest. She pushed the guard away from her and started fucking the changeling with her strapon as if she was showing how it should be done. The jester wasn’t wearing panties herself, so there was free room for the guard start fucking her, so he did when she gave sign. Thrusting hard and fast into the jester made her fuck the changeling with just as much force. Sandwiched between the two ponies she moaned and squirmed with great exaggeration, until she fell flat on the changeling. The guard pulled out and the jester rolled off the changeling too, and the two started fucking again with much greater power.

The jester kept jumping around eventually stopping at another couple. Here the changeling seemed to grabbing too hard onto the guard, he could barely move, and the changeling didn’t seem to understand that she’d have to let him go a bit if she should be able to feed on his love. The jester saw this and pointed her staff between the changeling’s breasts and pressed a button on the staff. An oily liquid poured out of it. The changeling was unfazed by this until the jester sat on her with the strap-on between her breasts. The changeling quickly began trying to suck on the strap-on through her ring gag, and by doing so she couldn’t focus her strength in her legs any longer, allowing the guard to fuck her more freely again. As he fucked her she calmed down even further. The jester began to get up when she slipped in some lube and deepthroated the changeling with the strap-on.

“Oopsie,” she said laughing.

She tried to get up but kept slipping in the same lube until she had humped her face a good number of times. Some guards around her were laughing too. She finally got up and jumped along.

Twilight was still standing in disbelief. She suddenly felt something squishing against her back. It was the jester who had sneaked up on her and was now checking Twilight out while pushing her breasts against her. She was looking over Twilight’s shoulder while she was running her hands slowly around her stomach. Twilight began to breathe deeper and heavier. Under any other circumstances she’d have pushed her away, but here it seemed as if it would be inappropriate to do that. She had raised her arms a bit as a reflex and as she was slowly panting she looked towards Cadance to see if this was really appropriate behaviour here. Cadance was looking in their direction and gave an approving nod. She quickly realised, the nod wasn’t for her, it was for the jester who was now running her hands down her skirt and into her panties. Twilight’s breath and heartbeat was going faster and faster as the jester put her hands down her panties, and then it happened, she had reached her pussy. She was running her fingers between the lips a couple of times and pulled it out slowly again. She was now holding her hand in front of them as if they should examine it together. To Twilight’s surprise, she had gotten very wet from this ordeal. When the jester noticed she’d seen she smiled and licked her fingers clean.

Twilight was still shocked and confused by all of this. Could she really be enjoying this? The jester was now starting to pull off Twilight’s clothes. She had barely noticed because she was distracted by all of this. At this point she’d had enough. Inappropriate or not, she was not going to get undressed in front of hundreds of others, including her brother and sister in law. She tried to keep her clothes on and get the hands of the jester off of her, but there was something about this mare. She was very good at what she did. She was an martial artist of taking clothes off ponies and used all of Twilight’s moves to further remove an article of clothing.

Suddenly Twilight was standing completely naked covering her private parts with her arms. The jester was giggling as Twilight was looking around for her clothes, but they were nowhere to be seen. The jester looked into and showed her sleeves as if it was a magic trick she had used to make them disappear. Rarely had Twilight felt such an urge to use violence, there was nothing about the situation she was comfortable with, but everyone around her took it so lightly and if there was one thing there’d be inappropriate in the entirety of Equestria, it would be starting a fight, especially for the princess of friendship. The jester pulled the hand Twilight had used to cover her crotch and pulled her towards the crowd of guards and changelings. As they got closer and closer she resisted more and more and completely stopped a few meters from the innermost circle. The jester rolled her eyes and walked behind Twilight again, with her staff she spanked her hard once. The surprise of it made Twilight jump forwards and as she did she looked back at the jester who was following her. The jester looked at Twilight who looked back at her rather furiously at this point. She spanked again, and again, and now spanked faster and faster with lighter and lighter taps each time, as Twilight walked forward to get away from this nuisance. Suddenly she bumped into a guard who was fucking one of the changelings. Her breasts had wrapped around his head, resting on his shoulders. The jester had stopped spanking her and had now started to grope her butt while she was pressing her face against it. Before she could react properly to this, the guard had had begun massaging her breasts and then played a bit with her nipples.

“Ohh, these are new,” said the guard. “Care to join us?”

Twilight responded: “I’m sorry I-”

As she turned around to leave she saw the jester looking her in the eyes, nodding while rubbing her face against her butt still.

“I really have to..” she continued.

The jester was now looking angrily at her while holding the staff she had spanked her with threateningly.

Twilight gulped, she was defeated. “S-sure.”

The jester had moved and Twilight covered her breasts again as she walked around the guard. She extended her other hand to greet the guard.

Twilight began: “My name is Tw-”

The jester had grabbed her hips and was guiding her to stand above the changeling and then made her sit down on her face. As she was closing in on her face she could feel the tongue of the changeling moving very fast trying to reach her, As the changeling started to lick her she let out a faint moan. The jester got very excited and started jumping around them. She then went down and grabbed her hips again and made Twilight sit with much more weight on the changeling’s face. So much that the changeling almost had trouble breathing, but she egarly continued licking. The jester then guided Twilight’s hands onto the breasts of the changeling. She couldn’t believe how much she was enjoying this. She had enjoyed previous sexual encounters with both men and women, but this was so much different. This was so wrong, yet so good, this kind of thing shouldn’t be allowed in Equestria, yet Twilight wanted to come here every day. She was so confused about all of this, she broke down to a simpler mind set where she could pretend this was alright. She was now moaning uncontrollably. Instead of worrying about it all, she let her basic thought processes do the work. Her curiosity, she had never been this close to a changeling before. She began massaging the breasts she were holding and when she was done she moved her hands all around the upper body of the changeling, feeling around the differences of their two species. When she was done with that she leaned forward to examine her genitalia. She couldn’t decide if the changeling’s vagina looked like a regular pony’s or if she had transformed to look like one. Her curiosity became lust as she saw the pussy in front of her get pounded over and over. As she leaned closer and closer, she could smell it. It was as if it was an aphrodisiac to her. She started licking her clit and then moved a bit further to lick the cock of the guard as he fucked the changeling.

She switched between licking the two for a while until a joyful tune was heard. It was the jester who was playing the flugelhorn again. For a few seconds everyone started fucking faster than before, even the changeling licked Twilight faster and deeper than before. Then all of a sudden, between all the moaning and fucking, one by one they orgasmed. Before anyone knew it, everyone was orgasming. Even Twilight could feel the surge of love emitted from the countless orgasms and that brought her over the edge as well and made her orgasm while sitting on the face of the changeling. In the midst of all this, the crystal heart burst with light, filling the entire empire with magic.

Twilight, mentally and physically exhausted from the whole ordeal, rolled over on her back. She couldn’t believe this was real, this was what had been going on in the Empire all along. While trying to regain her wits, she was disrupted by her clothes falling onto her face. She sat up and saw the jester running away grinning.

She thought to herself:

As she looked at her clothes she saw it was cut up and stitched together in a very skimpy fashion.

“Of course, why would I expect otherwise,” Twilight said frustrated.

She got dressed in her repurposed clothes. They had cut her pant legs to roughly the size of her panties and her shirt to the size of her bra, they would barely cover her underwear, if she could even find it. Instead it seemed that her underwear was replaced with a g-string and a skimpy bra that only barely covered her nipples. Her shoes were the same though, but were they given the time they probably would have replaced them too. Even though she had just been naked in front of everyone, she still didn’t like wearing such exposing clothes.

As she finished tying her shoe laces she looked up, Cadance was standing there with her arm stretched out to help her up.

“I’m sorry we had to be so rough on you,” said the fake princess. “There was really no other way, if we had told you this any other way, I don’t think you’d ever understand. I hope you’ll forgive me.”

Twilight grabbed her hand and said: “I suppose you’re right. I still have my doubts though. Does this whole thing really have to be so.. so flashy? Can’t you give them proper jail cells and feed them love in a less demeaning way?”

“I thought after all they’ve done to you, to us that you’d made them your sworn enemies?” Replied Cadance.

“Of course it’s not right what they did, I just don’t think we should be as cruel to them as they were to us,” Twilight replied to Cadance.

“Look around you, Twilight,” Cadance said. “Every day, the crystal heart goes off thanks to all of these changelings. The empire is more powerful than ever, and the changelings, they don’t even care either way.”

Cadance walked over to the changeling that had just so vicously licked Twilight’s pussy. She looked down and put a foot on her stomach. She started moving her foot in a circular almost massaging pattern. The changeling came to her senses.

“M-m-more,” The changeling whispered. “I need more love. G-give me more,” She said as she raised her voice slightly.

Cadance pleaded: “You see Twilight? They don’t want freedom, or rights. They’re drones who don’t want anything but to be treated as sex crazed love toys. But as you can see, not even the entire Crystal Empire has enough love to give to satisfy them. What we’re doing is not cruelty, it’s mercy. Please, Twilight, help me spread this message. If we want to truly show mercy to the changelings, this is the only way.”

“Maybe you’re right. After all this time, I just assumed they were more like us. Maybe they just are mindless drones,” Twilight replied in disbelief.

Cadance nodded Twilight to her and said: “Come Twilight. I have something to show you.”

Twilight followed as they entered the castle. Everything was mostly the same except for a few changelings chained on the walls and the occasional guard fucking them. They walked into a large room with a few chairs and a curtain at the end. Most of the room was newly constructed but still in the crystallic style of the rest of the castle. Next to the curtain stood a guard holding a rope ready to pull the curtain away. As they were only a couple of meters away Cadance signalled the guard to pull the curtain away. Twilight heart pounded, she was now standing face to face with the changeling Queen once again.

Chrysalis was tied to the wall in chains with her legs stretched behind her head like so many of the other changelings. She also wore a gag-ball and her horn ring had had tubes coming out of it. The tubes led to the wall behind her. On the wall there were also a large array of buttons and dials. The queen looked worried as she started to struggle and made muffled sounds, though was unable to speak thanks to the gag.

“She knows what’s coming, Twilight,” said Cadance. “She knows of the wrongs she’s done. She knows that you’ve come for your revenge, but we’d never stoop so low, would we? Well, it’s not really revenge is it? You just have to feed her, and I thought you’d like to have the honor today. After all, it would be cruel to let our prisoners starve.”

Twilight, still on her day long emotional overdrive, had nothing left to say. After all this, she had only her old babysitter’s words, and she took them all as the truth. In her state, she was too busy figuring out the new order of everything to criticize what the pony she trusted so much was telling her to do.

“By the way, Twilight,” said Cadance. “Have you heard of the Crystal Empire Changeling Magic Research Institute? It’s a program I started little while ago, those tubes and dials are the results of that so far. It’s rather crude so far, but soon we’ll be able to harness the changelings’ magic to the fullest. Let me show you.”

Cadance walked over to the wall and pressed a button. Twilight was maintaining eye contact with the queen as she held her breasts and pinched her nipples. No matter how much she tried she couldn’t make Twilight realize that she was doing this to her sister in law. The tubes began to glow with a magical energy and then activated her changeling horn. Twilight was now staring herself in the eyes. The changeling had transformed into herself.

“The technology is still a bit crude, right now she can only be transformed into someone she’s looking at, a picture will also do,” said Cadance as she held open a scrapbook with her friends pictures in it. “Is there perhaps one of your friends in Ponyville you’ve always wanted to have your way with?”

Twilight thought a bit. She had never really considered the possibility of having her friends as sexual partners. She thought about Rainbow’s athletic body, Fluttershy’s huge breasts and Rarity’s beauty, maybe even her teacher and mentor Celestia. She shook her head and broke that train of thought.

“No, I don’t want to pretend to fuck my friends as I’m feeding her,” said Twilight. “At least not this time. I want her to be herself.”

“As you wish,” said Cadance and pressed another button.

As the tubes started to glow again she turned back into her changeling body.

“You might not want her appearance to change, but what about her body? This machine has a few more tricks up its sleeve,” Cadance added.

Cadance went to a dial and started turning it, as she did the changeling’s breasts grew larger and larger. Eventually they were so big they were resting on the floor and nothing but her breasts could be seen. Cadance laughed as twilight went over to the control panel. Twilight examined the buttons, but they weren’t too well marked. Cadance went to spectate from one of the chairs.

“Have fun, Twilight, I’ll be over here if you need me,” she said.

Twilight turned the dial back so her breasts shrunk, but were still rather massive. Another dial controlled the size of her hips and a third her thighs. Twilight was dialing back and forth as she was so fascinated by this technology. Then she started turning on a separate dial from the others, but when she looked, nothing happened. She looked a bit and saw a switch next to the dial, as she flipped it the changeling grew a massive cock, even though it wasn’t erect it still easily reached the floor. She was about to turn the dial to make it fitting for her own size when an idea struck her. Twilight started to undress again, but she was still a bit shy about showing her body to Cadance.

Cadance was watching from her chair and with a friendly smile she said: “It’s alright, Twilight, I’m the princess of love after all, there’s no reason to hide from me.”

Twilight complied and went on more assertively. She walked in front of Chrysalis on the wall and looked at the distressed changeling.

She looked at Cadance for reassurance and said to the changeling: “I know who you really are.”

Chrysalis’ face lit up with a shimmer of hope.

“You’re a monster that wants nothing good for anyone but yourself,” she continued as Chrysalis returned to her distressed state.

If Cadance, trapped in Chrysalis’ body, only could tell her the truth. Twilight however was too sure of herself, she never had heard of a spell that could switch the bodies of ponies, and she’d never assume something that absurd would have happened to her sister in law, that and the fact she was still in shock of what had happened to her on this day. Nothing she did seemed to get a reaction from Twilight.

“I will however show you something you’ve never known before, in hopes you can one day change for the better. I’ll show you kindness and generosity, and with this maybe one day, there’ll be hope for you too,” Twilight added.

“Since I’ll be the one feeding you today,” Twilight said as she turned around and put herself between the changeling’s giant breasts.

The huge cock of the changeling was kissing the floor. Twilight leaned forward and grabbed it from behind her and held it with both hands between her legs. She could feel that the mere touch made blood rush to it. She released it and it fell, but this time it was hard enough to hover above the ground. She grabbed it again and started massaging and stroking it. She started to get caught in the moment and started to move her hips to rub her pussy on the massive cock. Despite her struggles, she couldn’t keep her cock from rising from the touch of her sister-in-law’s hands and pussy. As it rose it started to put more pressure on Twilight, and finally it rose her from the ground. Twilight was now balancing on the giant erect cock that in turn held her closer to the changeling. The cock was so large it even went above Twilight’s head. As she kept rubbing her pussy on it she leaned forward and wrapped her breasts around it and started licking it as well.

Chrysalis, in Cadance’s body, sitting in the chair, was getting in the mood as well, she had been masturbating for a few minutes now and decided to intervene. Twilight leaning forward had made the cock go less vertical. Cadance went over and kissed the tip of her cock and stuck her tongue in the tip of the urethra. Chrysalis came at this moment, with great power. Cadance tried to drink the flood of cum that ensued. Cum sprayed out of her mouth while her stomach was slightly expanding. The cum drenched princess grabbed Twilight and hugged her and with a kiss she gave her a mouthful of the changeling cum. Twilight struggled a bit but Cadance didn’t release her kiss until Twilight had completely swallowed it all. Cadance helped Twilight down and held her tight in a sticky hug.

“You did well,” said Cadance and looked the changeling in the eyes. “You did well.”

After a shower and an otherwise uneventful night, Twilight returned home. She was still shaken by her experience. She now knew why the Crystal Empire had been so secretive, and it was up to her to help others understand so they could all prospor from the changelings. The arguments of Cadance still went around Twilight’s head. As she sat in the train home, every time she came with an argument against using the changelings she imagined Cadance coming up with a counterargument. Maybe she didn’t want to successfully come with an argument, maybe she failed her imaginary discussions because she didn’t want to admit to herself that she actually enjoyed the sexual freedom.

The train stopped at Ponyville and Twilight got out and headed home, but before she could go anywhere she was greeted by her friends who were waiting for her return. She looked at her friends shocked faces, it was at this point Twilight realized she was still wearing her very skimpy outfit, since she didn’t pack more for her one day trip.

Twilight blushed, smiled and said nervously: “Uh, h-hi girls. How’s it going? Anything new?”

Rarity was quickly up and close to Twilight as she asked: “Oh my, Twilight, is this what they wear in the Crystal Empire these days?”

“I guess it’s a pretty popular fashion choice,” she answered.

“Oh m-myy,” said Fluttershy as she hid her face as her wings stretched out.

“Ah guess it helps keeping ya’ll cool when working hard,” said Applejack. “When noone’s around ah sometimes work in only mah bra,” she added as she lowered her hat to hide her embarrassment.

“You know what Twilight, I like your outfit, the only way it would look better would be on my bedroom floor,” blurted Rainbow Dash. “What do you say? How about a sleepover party, just you and me?”

“Ohh, a party?” Pinkie added curiously.

Rainbow facepalmed.

“Girls, I think I got it!” said Rarity. “My new fashion line. It’ll be Crystal Chique, hmm, or maybe Empire Elegance!”

“You know what Rarity,” Twilight replied. “maybe this could help the Crystal Empire open up to the world again… Rainbow Dash?”

Rainbow Dash was cupping the air with her hands around Twilight’s breasts as she stared down her cleavage. Twilight sighed and grabbed her hands and pulled them closer. Rainbow Dash was now fondling Twilight’s breasts in the middle of the train station. That’s what she thought at least, in reality Twilight had put a short term spell on Rainbow that gave her a mental image of Twilight in front of her and the feeling of her breasts in her hands. The five ponies went along laughing, knowing it would be a while till she noticed the illusion.

Author's Note

Hope you like my fic so far. I'm open to constructive criticism, but the story does have a planned ending somewhere, otherwise I'm pretty much making it up as I go with a list of events I want to take place.

5 Interception

In the past few weeks Ponyville had given in to the fad of tight and skimpy clothes. To most ponies it wasn’t noticeable. But to Twilight, who had seen and experienced the happenings of the Crystal Empire, the ponies had started to act differently. Ever so slightly everyone was affected by the same kind of lust she experienced. Ponies were flirting more and they were more inviting into their personal space, holding each other closer than ever. To Twilight, this had been a successful experiment. The more lust they had, the better the chances of them accepting the changeling prisoners.

It was another dawn in Canterlot.

“Ahh, good morning Luna,” said Celestia while sipping on her tea.

“Morning my ass,” mumbled the tired princess.

“What did you say?”

“I said: Morning sis,” Luna replied with a short smile before returning to her grumpy face as she sat down at the breakfast table.

“I’ve just received word this morning that Twilight and Cadance will be coming over to shed light on the situation within the Crystal Empire,” said Celestia.

Luna sat up properly and directed her attention to her sister.

Celestia continued, “It’s not like Cadance to break contact with us, especially given the way their empire seems to have stopped contact with the rest of the world. It has been rather worrying. But I trust her to have things under control.”

“I wish I could share some insight,” said Luna. “But I’ve not been able to penetrate the crystal castle’s changeling magic barrier since the spell was cast, it’s aura even prevents me from looking into the city. Dream magic is too weak, especially over such distances, so a strong spell like that has disrupted my every attempt to visit anyone’s dreams within the Empire. My magic can cover all of Equestira, but to bypass the spell, I’d have to move closer.”

“If it’s true what they say, that the changelings won’t be a problem for long, maybe they’ll remove it again soon,” added Celestia.

“I hope so, I’d hate to spend winter in the Crystal Empire catching up on lost work.”

They finished their breakfast and went on with their duties until the evening. Celestia and Luna were sitting in the throne room awaiting Twilight and Cadance. The door opened as they arrived on time. To the royal sisters’ surprise, they were both wearing revealing dresses. Twilight’s dress was simple and light purple. It was short and just barely covered enough of her breasts to cover her nipples. Cadance’s dress was a glittery light blue, it was also short but the top of her dress barely covered anything. From the waist up there was just a single strap that went from waist level, around her neck and down back to her waist, that way her nipples were covered but she was showing her entire cleavage.

The royal sisters were uneasy about the appearance of their fellow princesses, but they proceeded as normal.

They themselves were wearing simple but elegant long dresses with short sleeves. Celestia’s, white and gold, and Luna’s blue and black. The two princesses would have a lot to show off if they wanted to, but their wardrobes were made without revealing their bodies in mind.

“Cadance,” Celestia started. “When we asked you to take care of the Crystal Empire, we expected you’d always be open to us about it. Why the sudden secrecy?”

“I’m sorry princess, but I’ve decided to take care of our changeling prisoners, in the most mutually beneficial way I can,” said Cadance.

“I see, it’s a noble cause to show mercy to our enemies. We might even achieve peace one day, but why the secrecy?” continued Celestia.

“You see, I was afraid you wouldn’t approve of our methods. I had to learn if they worked, and then I had to show it,” answered Cadance. “So that’s what I did. When we were finally ready, I then showed Twilight what we had to do.”

“Cadance, what exactly have you done?” Celestia asked with a slightly raised voice, as she felt something must be very wrong for Cadance to not tell her about it earlier.

“You, as well as everyone else, knows that changelings feed on love. That’s why I’ve asked my people to feed them.”

“Of course you need to feed your prisoners. Why would you keep this a secret?”

“The changelings, they’re too many. I have to ask everyone to feed their love to the changelings, not just volunteers and soldiers. I’ve found that the crystal heart activates when enough love is exchanged, and every time it activates it restores a small portion of love in everypony in the empire. That’s why my people are ideal for feeding them.”

“This sounds all well and reasonable,” said Celestia. “but I have one final question. How exactly do you feed the changelings their love?”

Cadance went quiet, she didn’t know exactly how to explain in a way Celestia would approve of. She thought for a few seconds.

“Well?” asked Celestia.

Twilight raised one hand and formed an ‘o’ shape with it, then the other and stuck her finger in and out a few times. Celestia’s eyes grew wide open to the realization. She was sitting completely still as her face turned red from blushing. Luna sat equally shoked and Cadance laghed nervously.

“Twilight, I don’t know how much Cadance has told or showed you, but I’ll have to have a serious talk with you at some point. But for now I’ll have to ask you to go home to Ponyville while I talk with Cadance,” said Celestia.

“But, I... I’ve done the research, I know how we can use lust to make more love for the changelings,” said Twilight.

“No, not now Twilight. Go home. I have a serious word with Cadance to take care of. I’ll send you a message in a few days when we have this talked through.”

“I only wanted to help,” said Twilight with a low and sad voice shortly before she quickly escorted out the throne room.

Celestia didn’t have time to care, she had seen this before in her long life, she knew where this was leading.

“Cadance, when I asked you to spread love in Equestria, I wanted you to do so in order to get rid of the growing lust in the world,” Celestia ranted. “I didn’t want you to create more lust. You should know better than anyone how dangerous and corrupting lust can be. Maybe I was wrong about you. On top of that, you teach Twilight about lust. She doesn’t understand love like us, she doesn’t know of it’s dark sides. We need some time to think this through. Guards, can you escort Cadance to her room for the night while Luna and I talk this through?”

The guards did as commanded and Cadance complied. Outside the throne room a couple of crystal guards awaited her with a cart filled with their luggage. They all went to her room while Luna and Celestia were discussing their course of action. Cadance was sitting in her room with her two guards, while the two guards that escorted them stood outside.

“Didn’t go quite as well as I had hoped,” said Cadance. “But still not all bad,” she said and looked at her luggage with a smirk.

Among her necessities were a large old fashioned trunk. It was a very inconspicuous object to the naked eye, so as to better hide the contents. Cadance took out a key and unlocked it and opened it. Inside was a pretty dollhouse. It was outfitted with everything a normal house would have, but in miniature size. All the items were clearly made to be used with dolls with most of them not having any real function. There were no dolls in this house however, instead it was inhabited by a group of doll sized changelings wearing changeling horn rings.

A changeling horn ring is an object that was commonly used both to help and punish changelings. Like a unicorn horn ring, it inhibits the use of magic, this means that changelings will lose their ability to transform while wearing it. Changelings use them partially to stop treacherous changelings from transforming and escaping the authorities. When they’re maintaining their transformations, the magical energy inside them gradually depletes as they can’t produce is as fast as it’s spent, unless they’re simple body modifications, thus the more complex the transformation, the faster the depletion. This means the other reason for the horn ring’s usage is to remain transformed, usually in a form suited for combat, when they can’t waste time being in their regular form. However, the ring has a downside: The magical energy will still deplete at it’s usual rate, and while there is still energy left in the wielder they can easily take the ring off with their hands. Had the ring however stayed on their horn while they ran out of energy, the ring demands to be filled with all the additional energy the changeling has borrowed before releasing them. You can see it like a bank account, as long as the balance isn’t negative they’re free to go.

A popular fairy tail among the changelings is about a girl growing up with a changeling plushie. As she grows up she falls in love with it, and one day she discovered that the plush was wearing a changeling horn ring, and that the doll was in fact a changeling. She spent many weeks filling it with her magic, and one day she had filled it so much it could be taken off. It turns out the changeling was particularly rude, and no one had taken the ring off of him because they didn’t like him. He ties her up, fucks her, and leaves her naked tied to a chair in the public changeling tunnels. This is usually a story told to discourage changelings from loving each other, as those you love will only bring you harm.

The doll sized changelings had begun to notice the lid had opened. A group of them were having an orgy and one of them was tied up because the others wanted to tease him by not letting him partake in the orgy. A small group were sitting outside playing cards on the fake lawn. They were the first to notice the huge princess staring at them. They began waving at their queen. She reached down and grabbed two of the ones on the lawn, a third one laughed and stole their winnings from the game. Cadance placed the changelings next to the mirror she had put on a nearby table and signalled the guards as she went to lie down dramatically.

The crystal guards went and knocked on their door: “The princess has fallen ill, we require assistance in here!”

As they opened the door the guards saw the princess lying on her couch. They were quickly ambushed as they tried to examine her. Tied up and gagged, they were quickly introduced to the mirror as so many had been before them. This time to be switched with doll sized changelings. She asked her new royal guards to bring more guards to her room, and before they knew it all the changelings in the dollhouse had been switched. The guards were to act as normal, until otherwise ordered.

Cadance opened one of the sides on the trunk that could also be unlocked to give a clear view into the house through a window. The tiny guards trapped in their new bodies were furious, and knocking on the glass and yelling, this was almost inaudible though thanks to the soundproof design of the trunk. As Cadance went to sleep, looking at her entertaining box, she couldn’t help but smile as the changelings soon gave in to their lust for each other and started fucking in every room. She’d be excited to play with them, if it weren’t because she already had a full scale empire to be her plaything.

As the princess slept she was met with a dream. She was in the Crystal Empire, she could feel her lust for power growing, she could see the empire growing from her throne. A group of ponies were gathered around her, tending to her every need. A changeling guard came into the room with princess Twilight naked and in chains, soon came all her friends too, then came Celestia, then Luna, and finally Cadance. She looked down at her body and saw she was returned to her changeling form. She laughed, as she had grown so powerful that it didn’t even matter what form she held, no one could stop her.

“Guards, chain them to the walls like the rest of our prisoners!” Chrysalis commanded.

The ponies and princesses stood up and started to walk out. They were all looking defeated, and looking hopelessly down the ground. As they went Chrysalis laughed in her victory. One stopped however, Luna wasn’t walking out the door. She was staring straight at her.

“Well?” asked Chrysalis angrily. “Aren’t you going to join your friends and sister? You don’t want me to chain you on a slab separate from the others, do you?”

“Is this what you want?” asked Luna.

“Of course it is. Look at me, Equestria is mine. All the love belongs to me!”

“What’s gotten into you? You’re not Cadance, are you?”

Chrysalis grew silent, she felt an eerie chill going down her spine.

Luna broke off her chains and her eyes started to glow as she continued: “Answer me!”

“What is this?” Asked the disturbed changeling queen. “Guards, seize her!”

Both changelings, royal, and crystal guards were flocking around Luna trying to pin her down. One by one Luna punched her way through, all of the guards disintegrated in a white glow. With each punch she moved one step closer to Chrysalis.

“This cannot be!” exclaimed Chrysalis. Her anger seemed to make the stream of guards enter the room faster. “Think damnit, there must be a way.”

A realization dawned on her: “This, this is not real. All of this is a dream isn’t it, princess?”

Luna kept destroying the guards as she looked angrily at Chrysalis.

“Oh, my,” said Chrysalis. “I guess I’ll just have to hurry along my plans when I wake up.”

“I’ll have you under arrest before you wake up. I can’t allow you to corrupt our world,” Luna replied.

“I don’t need your permission, but you’re right. I can’t let you wake up before I do. Dreams might be your domain, princess, but this is my dream, and I intend on showing you my world.”

The flow of guards brimming from the doors were suddenly replaced with a flow of naked changelings charging at the princess. Most of the changelings were female, but a few of them were also male or futa. Instead of punches, Luna was now met with kisses and moans. Luna kept on fighting, but unlike the pain she felt from fighting, she had a harder time suppressing the pleasure she felt from lust riddled changelings. A changeling had found her way down between her legs and began fingering the restless princess. Another changeling had been crawling unnoticed by Luna right in front of her, where she stood up hugging the princess while having her head buried between Luna’s breasts. Luna’s punches grew weaker as the pleasure distracted her. The giggles and moans and happy faces surrounding her made it harder for her to fight back. With the changelings slowly gaining on her faster and more of them touching her wherever they could, she kept on fighting, until finally.

“Luna, no! It’s me!” yelled Celestia right before Luna struck her down.

Luna stopped in her tracks for a moment. It was a moment too long however. As she stopped a futa changeling went in from behind, going balls deep. Stunned by the sudden insertion changelings jumped on each of her arms, keeping all their weight on them to keep her down.

“Luna!” yelled Celestia shocked. Her tone then turned calm and menacing: “I can’t believe how much you love your sister. Just the slightest doubt for even a moment was what I needed to defeat you.”

She transformed back into her changeling form. While more changelings surrounded Luna. They were now fucking all her holes. Chrysalis was sitting in her throne again, with a smug smile on her face. The stream of changelings entering the room now changed to a stream of black slime, all flowing towards Luna. As it did, all the changelings also turned into black slime. The amalgamation held Luna in in the air while still fucking her holes with tentacles. Chrysalis rose from the throne again, and went towards Luna.

“To be honest, you could’ve won this,” said chrysalis. “If only you just didn’t care so much.”

She continued: “How about this? I’ll let you have an honest chance of defeating me in my own game.”

The slime removed it’s tentacle from Luna’s mouth and moved her down so her muzzle was now buried in Chrysalis’ pussy.

“What do you say?” asked the queen. “All you have to do is pleasure me until I can’t maintain my power. Then you can simply overpower me.”

The princess, burning with fury and pleasure, replied: “I’ll never stoop down to your level. No matter what happens tonight, I’ll never give in to your corruption. I know more than anyone what it can do to you.”

“Have it your way, Princess,” said Chrysalis.

The slime swallowed Luna whole. Slowly it began to condense around the princess, ultimately forming a tight rubbery bondage suit that kept her locked in a frog tie with her arms on her back. The tentacles inside her had now become dildos. The princess was now lying completely immobile on the floor. Some new ponies entered the room to again service their queen. She ordered her servants to place the princess in her throne.

“Look at yourself princess,” said Chrysalis. “Oh, that’s right, probably can’t see anything because of that mask. I wonder if you can even hear me in there.”

Chrysalis went over to Luna and opened a zipper in her rubber suit that covered her crotch. She now grabbed the dildo that was deeply embedded in Luna’s vagina and stroked it gently in and out of her. Luna was twitching slightly in the thick rubber, no doubt she was struggling but unable to do more than just twitch.

The queen continued her monologue: “Just look at yourself. Nothing more than a toy for me to play with. You call it corruption, I say others were just scared of what you could’ve achieved if you hadn’t given up on it. They say they love and care for you, but in the end they just want to keep you down. Tethered like a bitch when you could rule the world in darkness. But you’ve made your choice, and I’ve made mine, so if you wanna be treated like a bitch, I’ll treat you like one.”

She removed the dildo and transformed a cock onto herself.

“Now if you’ll excuse me, I could use some fun of my own too.”

Chrysalis started fucking the immobile princess sitting on the throne. Only a few twitches could be seen from the princess as Chrysalis rammed her cock into her. She didn’t even make any noises thanks to the dildo going down her throat. In only a short time, Luna had been reduced to a sextoy, who’s only function was to pleasure the changeling queen.

“I know nothing of dream magic,” said Chrysalis as she continued fucking Luna. “But I wonder how come you haven’t invaded my dreams earlier. Could it be that your magic is just not strong enough? I doubt it, you have all that fancy alicorn magic and your cutiemark to help you. Could it be that the crystal heart is interfering with your magic? Maybe it’s the spell you ponies made to protect the crystal castle from us changelings? How ironic, I guess I don’t need to find out, I’ll make sure to make you my toy in the real world soon as well.”

Chrysalis continued: “I wonder how long there is till I wake up. I assume you’ll be trapped in my dream until either you can escape, or I wake, so I’ll just make sure none of that happens. You probably started your night with coming into my dream, didn’t you? And I’m pretty sure I heard somewhere that dreams feel longer than they really are, so I guess I’ll be having a lot of fun with you tonight.”

After a few hours of continuous fucking, Chrysalis’ rubber toy had gradually stopped twitching. Completely drained of energy, all Luna had left to do was to wait it out, totally deprived of all of all her senses but the changeling cock going in and out of her for what seemed like days. Sometimes she could feel when she was being carried around to new locations, maybe it was to her chambers or a dungeon. Chrysalis was overjoyed, in her dream world her endurance was as great as her lust, she came inside the princess over and over only stopping to fuck her in a new location, for a while she even had her servants use a pulley system to raise and lower Luna onto Chrysalis’ cock. Many hours later the world faded away.

Cadance woke up feeling better than ever. It was the best night’s rest she had gotten her whole life. She spent a few minutes lying snugly under her covers trying to hold on to this feeling of pure happiness. Slowly but surely, last night’s dream returned to her. Suddenly her whole world crumbled, if Luna had really been in her dream, she might be on her way to her guards to apprehend her at this very moment.

Meanwhile Luna entered the royal dining room only wearing her nightgown. She had brought a cup of coffee and her face was extra grumpy this morning with bags under her eyes.

“Well, someone’s late for breakfast,” said Celestia jokingly.

“Ugh, shut it, sister!” exclaimed Luna. “I have a horrible headache today.”

“Oh, did you find out what was going on with Cadance?” asked Celestia.

“I did,” said Luna. “I- I think I did. Ugh, I feel horrible, I’m sure it’ll return to me soon.”

“It’s not like you to forget a dream.”

“I remember something about, chains? Ugh, this headache, I can’t focus on it till it settles down.”

“Let’s just talk with Cadance and see what’ll happen, try to relax until you’re ready.”

“I’m glad medicine has improved this much in my absence.” Luna said and swallowed a small handful of painkillers she downed with her coffee. “Guards, bring me some whiskey, leave the bottle with me.”

“Luna!” exclaimed Celestia.

“I was just joking.” replied Luna

The princesses finished their breakfast and went to the throne room to finish their meeting with Cadance.

“Cadance,” Celestia started. “Hope you’ve slept well.”

Cadance was smiling, and answered: “You wouldn’t believe how relaxing it has been to get away from all that trouble in the empire. I don’t think I’ve slept this well ever!”

Luna was sitting still trying to piece together what happened in her sleep last night. As Luna was staring grumpily into the room their conversation continued.

“I know you mean well Cadance,” said Celestia. “But maybe we were too hasty to let you rule the Crystal Empire. I understand you’re stressed about everything that’s been happening, so you’re not thinking straight.”

“W-what are you saying?” asked Cadance.

Celestia answered: “We have decided that you need more guidance. For the next month, Luna and I will personally come and help you solve the problems you’re facing.”

Cadance froze, she couldn’t let them see what was happening in the empire, they’d expose her immediately.

“Something wrong Cadance? We only want the best for you,” said Celestia.

Cadance thought to herself for a moment and came to a realization:

“Well?” continued Celestia.

“I can’t wait, it’ll be fun having you over,” said Cadance and smiled.

Author's Note

I hope you like the story so far. It's my first ever and I also don't read much so I don't have too much for reference to go on.
And if you do like it, I'd appreciate to know what you like and dislike so I can improve in that aspect. :heart:

6 A Royal Bust

Author's Note

Sorry for the long wait.
I've had some busy months being forced to move and a bunch of other stuff, so this chapter was left half finished for a long time.
Hope you'll enjoy the new chapter. 😉

6 A Royal Bust

“What the fuck!” exclaimed Rainbow Dash.

“What?” asked Twilight.

“You left me on the train station. I was standing there making a fool of myself for hours!”

“Rainbow, that was weeks ago. Why are you bringing that up now? It was a weak spell anyway, I expected you to snap out of it within a couple of minutes, it’s your own fault for being so obsessed with breasts anyway.”

“Sure, just blame me for your shenanigans. Nonetheless, I feel like you need to make it up to me. Just let me have the real deal for a few minutes and we’ll call it quits.”

“Oh, is that all?” asked Twilight as she began to reveal her breasts. “But how do you know this is not just another spell?”

Rainbow Dash blushed and became flustered.

“I-I uhh,” stammered Rainbow Dash. “I g-guess I’ll just have to check thoroughly.”

Her wings spread out as she slowly went to grab Twilight’s exposed breasts. Rainbow was always jokingly flirting with ponies, just to see their reactions, but this is the second time Twilight had left her stumped, and this time she even exposed herself and was making sexy faces while she was waiting. Rainbow drew slowly closer with her hands ready to grab them.

Just as she were to grab them there was a knocking on the Castle door.

Rainbow Dash turned her attention to the castle door for a moment, she quickly turned back to see Twilight sitting properly dressed yet again.

“Mind getting that?” asked Twilight smiling smugly.

“Arg, sure!” said Rainbow Dash slightly annoyed and confused.

She flew over to the castle door and opened it, shortly after she flew back to Twilight.

“Who was it?” asked Twilight.

“It was the mailmare, there’s a letter for you,” answered Rainbow and handed over a letter.

“Hmm, wonder if it’s the princesses. I still haven’t heard from them since they sent me home last week.”

Twilight began to read.

To my dearest student Princess Twilight Sparkle,

After having talked with Cadance about the ongoings in the Crystal Empire, we have decided to invite you and your friends to promote scientific advancements and lust in Canterlot for the next couple of moons.

Cadance explained to me how she had been using lust to enhance the natural growth of love and is thus feeding all of the changeling prisoners. We were skeptical at first, but we see now that what you do is for the betterment of society and so we wish for you and as many of your friends who wants to join the cause to come to Canterlot as soon as possible.

You and your friends are all representatives for Equestria and so would be able to make the cultural connection between Canterlot and the Crystal Empire better than anyone.

So I ask of you, please come to Canterlot, to help us spread awareness of lust and save the lives of the changeling prisoners.

Princess Celestia

“And how exactly are you going to spread cultural awareness?” asked Rainbow Dash.

“I don’t know,” answered Twilight. “But I’ll do whatever I can to help everyone get through this as painlessly as possible.”

A few moments passed.

“Sooo, Rainbow Dash?” asked Twilight.

Rainbow flew up in the air and answered: “Sorry Twilight, but I can’t leave the Wonderbolt Academy for months to help share crystal culture or whatever. Besides this pony doesn’t work for you until you give it some sugar.”

Rainbow Dash flew a bit closer to Twilight and looked into her cleavage.

“I guess you’re right,” said Twilight. “Nothing more important than education. I’ll just have to ask the others.”

Twilight got up and left the castle.

First she went to Rarity, she replied: “Oh my, it does sound like a good opportunity for showing off my new fashion line. But I’ve been so busy with all the customers lately, who’d take care of my boutique while I was gone?”

Twilight then went to Fluttershy: “Oh, I’d love to help, Twilight, anything for a friend, but, uhh.”

Fluttershy looked behind her at the critters and Angel shaking an empty food bowl.

“Who’d take care of my animals?”

She then went to Applejack: “Are ya’ll nuts Twilight. You do know that cider season is this month. I can’t leave the farm in the busiest time of year.”

Then Pinkie Pie: “Nope!”

“What?” asked Twilight. “You aren’t going to come up with a reason?”

“Well, there is this party..” she replied.

“There’s always parties, why’s this one so important?” asked Twilight with a frustrated tone.

“I’m pretty sure Rainbow Dash is planning a super secret private slumber party, and I really, really, reallllly wanna be invited, and now that you’re going away, maybe she’ll invite me instead.”

“Ugh, I can’t believe it.” said Twilight and went home.

The next day Twilight left the castle to go to Canterlot. She was frustrated that her friends didn't want to come but also understood that they didn't see the importance of improving their relations with the Empire.

When Twilight got off the train she noticed that Canterlot was enveloped in a magical barrier again.

"Twily!" she heard yelled in a familiar voice.

"Shining!" she replied and ran to hug her brother. "What are you doing here?" she asked as she released him again.

They began walking towards the castle as they spoke.

"I'm sorry to tell you Twilight, but... Luna has gone missing. A few weeks ago Luna was revealed to be a changeling and it escaped before we could learn where they were keeping her. We've had our best looking for her ever since," He answered.

Twilight was shocked. "You're saying that last time I came to Canterlot, Luna was actually a changeling? And not even Celestia noticed before then?"

"Unfortunately, that seems to be the case," said Shining Armor. "Celestia hasn't taken it too well, she has mostly kept to herself and asked Cadance to help out with her duties while they look for Luna."

"But this was around the time I left last time, why am I only hearing about it now?" asked Twilight.

"It was the day after you left," answered Shining. “We didn’t want to worry the nation. With all that’s happened with the changelings we can’t risk the public rejecting our message. It’s not their fault, they’d starve without our help. Even after what they did to us, we can’t let them starve, even if they are our enemies.”

“I understand,” replied Twilight. “But you could’ve told me at least, you know I’d be understanding, right?”

“Of course, Twily. It’s just that Cadance asked me not to worry you with our problems. She said that the changeling would be hiding and finding Luna is a job better suited for the guards.”

Twilight felt slightly insulted but accepted the facts. They reached the castle where Cadance was waiting for them.

“Shining!” She yelled and ran over to embrace him closely. “I’ve missed you so much.”

“Missed me? It’s been twenty minutes.” Shining replied.

Cadance released him slightly and whispered to his ear while she grabbed his crotch: “Well, you know how quickly I get lonely when my love is gone.”

Shining blushed and nervously looked at Twilight. Even though the lust had become part of his life, this was the first time Twilight had seen him like this.

Twilight could barely see him with Cadance covering his body.

Cadance took a step back and spoke to both of them: “So, how about I show Twilight how she’ll help out around here and you, Shining. How about you go to our room and ‘unpack your things’?”

Shining tried to hide his excitement and rushed to their room in the castle. Twilight and Cadance went in as well to a room with a chair and a small table covered with a sheet.

“Please, take a seat,” said Cadance and smiled.

Twilight sat down somewhat nervously, as she still hadn’t been informed what exactly she would be doing in Canterlot.

“Cadance?” Twilight asked. “Are you sure it’s a good idea to do these things with Princess Luna missing? I feel I should be out there looking for her.”

Cadance was messing with something under the sheet on the table, but stopped as Twilight asked the question.

“I guess Shining told you,” said Cadance. “Don’t worry Twilight, in fact while you two were gone Luna returned. The changelings released her in fear of what we’d do to them if they kept her,” she paused for a second. “Stay here for a moment.”

Cadance went out of the room for a couple of minutes. Twilight was trying to process all of the news but before she could conclude anything Cadance returned. With her was Celestia and Luna.

“Luna!” exclaimed Twilight. “I’m so glad you’re alright.”

“Yes,” replied Luna. “I’m very happy to be home with my lovely sister and able to rule our kingdom again.”

Celestia said as she went and hugged Luna tightly, “And I’m happy to have my lovely sister back.”

“You wouldn’t believe how much I have missed you my beautiful sister,” replied Luna, still hugging Celestia.

They started to move in for a kiss when they noticed Cadance standing behind Twilight waving her hands, trying to make them stop. The princesses stopped before their lips met and jumped away from each other. Twilight was sitting and watching, confused.

“Apo-” said Cadance and coughed. “Celestia, why don’t you explain what Twilight will do to help you here?”

“Of course, uhmm, Twilight Sparkle,” said Celestia. “You’re probably wondering what we want you to here do in Canterlot. We want you to be an advocate of lust, and in doing so you’ll integrate lust naturally into our culture. The CECMRI has made a lot of magical advances she’ll fill you in on.”

“You see Twilight,” continued Cadance. “The Crystal Empire was able to accept lust because of the crisis with the changelings, but Canterlot doesn’t experience the same problems, this won’t be as easy. This is why we need your help, to become a symbol of our culture.”

Twilight was still confused by everything, but suddenly she got excited.

“I’ll be a symbol of Canterlot culture?” said Twilight. “I mean, being a princess, has made me a part of our culture already, but representing it, I don’t even know what to do. I can’t wait!”

“Excellent, the best thing is, all you have to do is sit right there,” said Cadance and went to the table with the other princesses.

They removed the cloth covering the contents on the table. Twilight was struggling to see what was on the table as the princesses were messing with the items.

Cadance walked over to Twilight with a small gray crystal, and held it against her horn. Twilight felt a weird sensation, she felt something was wrong, but chose to trust the princesses. The crystal slowly turned purple, glowing with her magic. Within a couple of minutes the gem was glowing brightly until it suddenly stabilized to a weaker glow. Twilight had been too distracted by all of this to notice that Celestia and Luna had tied her hands and legs to the chair she was sitting in. When Twilight noticed she started to struggle a bit.

“Don’t be alarmed, Twilight. As of now you just have to sit completely still while I do my work,” said Cadance. “This crystal is an essence stone, as of now, it’s absorbed all of your magical essence. As soon as the crystal is broken the essence will return to its rightful owner.”

“What?!” exclaimed Twilight and tried to get up failing both to stand and to use her magic to get free. “Why?” she asked more calmly.

“Like the changelings in the Crystal Empire, we’ll have to display you as a cultural artifact. First you’ll be shown to the people, in a way that meets the middle ground of Canterlot culture and Crystal Empire changelings, and later we’ll replace you with the changelings. Meanwhile however, you can’t use your magic. Ponies need to be assured when the changelings take your place, they won’t be able to use their magic. Don’t worry, Twilight, in case of an emergency we can just break it. I’m keeping it safe with me meanwhile.”

“Y-you’re not going to, you know..”

“Tie you up on a wall and have the guards fuck you senseless?” asked Cadance, trying not to laugh.

“Yes, that.”

“Don’t worry, Twilight, I’ll put the guards on a strict ‘no touch’ policy. And no walls, it’s a bit too crude for Canterlot, don’t you think?”

“Of course,” said Twilight slightly relieved.

“We do have to drop your clothes though,” said Cadance.

“Of course,” said Twilight slightly irritated, rolling her eyes.

Cadance grabbed a scissor from the table and started cutting off Twilight clothes. Twilight questioned the necessity of cutting them to pieces in her head, but kept quiet. Twilight now sat naked and tied to the chair. Celestia and Luna had walked behind the chair where Twilight couldn’t see them. Cadance rolled her eyes at them as they started making out after having gotten excited from seeing Twilight naked and tied up. Cadance picked up an odd tool from the table.

“What’s that?” asked Twilight.

“This is a separator,” answered Cadance. “It’s a new invention from the Crystal Empire. It’s charged with magic collected from the changelings in this gem.”

Cadance pointed to a gem on the handle of the tool, she then pointed to the end of the tool.

“This part is the separator crystal, it’s a modified essence stone containing the magic of a changeling set to do only a very specific kind of transformation magic. It separates parts of their target. Like this.”

Cadance pointed the tool at her wrist and drew a line. Suddenly her hand fell off and landed between Twilight’s legs. Twilight looked horrified for a moment, then she noticed that Cadance’s hand and wrist were not bleeding, it was as if she and her hand had become two separate functioning entities.

“Sorry about that,” said Cadance. “It can be a hard to understand this kind of magic. As you see I’m totally fine and my hand.” The hand gave a thumbs up. “Is fine too. In fact it’s still connected to me through magic.”

Cadance went and grabbed another tool, it was almost identical to the first one.

“This one is a re-connecter. It cancels the effects of the separator,” said Cadance and used it to put her hand in place.

Twilight was still slightly shocked but the horror had gone out of her.

“But what are you going to use those for?” asked Twilight.

“Canterlot is a fancy place,” explained Cadance and separated Twilight’s right arm. “Nothing is fancier than the decorations here in the castle though,” she continued as she seperated Twilight’s left arm. “And what fancier decoration of cultural value to mimic than a bust?” she finished as she separated Twilight above the waist.

Twilight felt a warm glow where she was separated, but soon it didn’t even feel as if her limbs were removed. If they weren’t tied down, they could move just as well as before, though not connected to a body. In fact her limbless upper body was now completely free from her bondage. She struggled to maintain her balance since she didn’t have her arms. Her arms did some flexing motions as she tried to use them to balance herself. She started to tip.

“Wuooaah!” exclaimed Twilight.

Before she fell Cadance caught her. Cadance then carried her through the door. As Cadance turned to close the door behind them, Twilight swore that for just a second she saw Celestia and Luna kissing half naked on the floor behind the chair she had been sitting in.

“As much as I want to help your cause, I fear being a bust will become incredibly boring,” said Twilight. ”I'll at least get the nights and weekends off, rights?"

Cadance giggled. "Don't worry Twilight, I'll make sure you're entertained."

They went past a guard who kept unauthorised ponies out of a secluded part of the castle. Not many came around this area normally, as this part of the castle was mainly used as the guards' sleeping quarters. Cadance had also asked that only her guards with changeling minds had access to here. They continued a bit down the hall. They stopped by an empty pedestal.

"Is this the one I'll be sitting on?" asked Twilight.

There was no response. Cadance placed her on the pedestal and took out the reconnecter tool which she had brought and started to fuse Twilight to the pedestal.
--new text marker--
It felt weird being connected to it, though she could feel it wasn’t becoming part of her, they were simply two separate entities fused together. Cadance was smiling awkwardly at Twilight.

“Uhh, Cadance?” asked Twilight.

Cadance stood up properly after she completed fusing her to the pillar. She covered her awkward smile with her hand and made some weird noises through her nose as she started to walk away. She could no longer contain it. Cadance broke into laughter. Her laughter got louder and louder as she walked away, echoing through the hallway. The laughter stopped suddenly as she slammed the door to her room.

Twilight was sitting there, confused, and surprisingly powerless, in a silent castle hallway.

“Cadance?” she said quietly to herself.

Twilight’s head was filled with questions, she had wished for Cadance to stay and explain. Everything had gone so fast. Almost as if she weren’t allowed to make the choice. Twilight remained gullible, though she was beginning to get worried now. She decided not to worry, it was easier to stay in denial than confront her reality in her powerless state.

A few minutes of quiet passed. Her initial confusion had calmed down and she had begun to accept her new position. Twilight was hoping that Cadance would consider letting her return to normal for some hours every day and come back to explain some more things. But she was unable to do much but wait for Cadance’s return. As she waited she started to hear steps in the distance. As they got closer she heard the clang of a wooden pole against the marble floor, Twilight figured it was a guard approaching using their spear as a walking stick.

Twilight called out, “Hello!?”

The steps stopped for a moment and suddenly started to walk a bit more quickly towards her. She saw the guard coming towards her.

“I was wondering if you could help me?” Twilight said and smiled, still thinking she had any authority left.

He stopped in front of her. “Cadance told us you would be here any day now,” he replied.

“I have a lot of questions. I was wondering if you could summon Cadance for me to answer them?” Twilight continued.

“Of course your majesty,” he replied jokingly and started walking away.

“Specifically about-,” she continued, but the guard was already going again as she started to elaborate.

She waited a while longer, though neither the guard nor Cadance returned to her.

She began thinking to herself, ”This can’t be so bad. Cadance is just going through a lot, she’s just busy. I’ll have to show her I’m doing my best! And next time I see her, I’ll ask her to have me moved somewhere else. If I’m going through the trouble of being a bust, I better be shown off to the public properly.”

Twilight took a deep breath and spoke to herself, “I can’t let Cadance down. I’ll show all the princesses, I can do this! Besides, this is a great opportunity.”

Twilight wasn’t sure if she was talking to calm herself, but it gave her more confidence and reassurance.

She continued talking, “I can’t believe Rarity turned down this offer. To be part of pony culture and turned into a bust in Canterlot castle like this. This is so exciting. I’ll make Celestia so proud.”

As she finished her speech she heard footsteps again. This time there were two of them, both guards.

“There she is!” said one of the guards.

“I’ve been looking forward to this, looks like he told us the truth. All the other guards should come to see her soon as well,” said the other.

“Oh, guards!” Twilight called. “Coming to inspect the new interior I presume?”

Though she felt weird having the guards look at her naked torso, she remained confident. The confidence started to dwindle again though, as the guards seemed a bit too interested in her. They had put their spears away and were now reaching out for her.

Twilight continued talking “Now, now. No touchi-,” she stopped as one of the guards started pinching her nipples and fondling her breasts. “Wait, what are you doing?” she asked.

The other guard spoke to the first, “Heh, she still hasn’t realized? She’s going to be fun to break.”

Twilight noticed the other guard was undressing, as he had removed most of his armor he pulled out his cock from his underwear.

“W-what are you doing?” Twilight asked shocked. “P-put that back in your pants,” she demanded.

“Ha, she thinks she has a say in it,” the guard continued. “Hey? How far do you think she can deepthroat this?” he asked, holding his cock.

“Let’s see,” replied the first guard as he went behind her.

“Please stop!” exclaimed Twilight. “You can’t do this. I’ll have you both banished for this if you don’t stop right now!”

He grabbed the top of the pedestal and raised it. The pedestal was made from magical marble that could shorten or lengthen if you lifted or pushed the top. The guard raised her to the height of the other guard.

“Wanna give her a kiss first? While there’s still a fight in her and before she tastes like cum?” he asked and made her do a weird kissing mouth by squeezing her lips together with one of his hands.

The other guard laughed and played on, he went and grabbed Twilight’s muzzle. She resisted, but was too powerless to stop him as he kissed her on the lips.

“I’m not going to risk her biting my tongue though,” said the gard as he released her again.

Twilight spat a few times on the floor. She looked angrily on the guard and said: “This is your last chance! Stop now or I’ll banish you myself once I have Cadance give me my magic back!”

Both guards broke into laughter.

The guard behind Twilight lowered her to the height of their waists. She was forced to look at his cock right in front of her face. The guard in front of her pointed at the floor.

As Twilight looked where he pointed he said: “My my princess, spitting on the floor, I thought you were raised better than that. Do my lips really taste that bad?”

He kneeled down to her level and pinched her cheeks. Her expression was getting more furious by the second.

“Aww, I couldn’t stay mad at such a cutie,” he said. “How about you make it up to me?”

He swept some of the spit off the floor with his fingers and grabbed his drinking bottle from his armor. While holding her muzzle shut he smeared the spit under her lips. He kept her muzzle shut while she tried to spit it out again. He took the water bottle brought it to her lips.

“Drink up! Make sure you’ve swallowed it all!” the guard said.

“Better do what he says,” said the guard behind her as he started to pinch her nipples again.

She refused initially, but gave in when she felt him pinch hard enough for it to hurt.

“See,” said the guard behind her. “She’s a good girl. She just needs motivation.”

The guard in front of her then went closer. He rested his cock on her face, forcing her to inhale the dank air around his crotch. Even though she was furious and humiliated, for a moment her mind dimmed, as all she thought about was how lonely she sometimes was without the company of a stallion when she was reading her books. She opened her mouth slightly and began poking her tongue out, subconsciously already giving in, before she came to her senses. The guard was too busy rubbing his junk against her face to notice her moment of euphoria.

Twilight had a few experiences with stallions before, but she’d never been humiliated and dominated like this. She didn’t want to admit it, not even to herself, but it felt good. And the last ponies she’d want to admit it to was the scumbags in front of her. She couldn’t give in to her subconscious, she couldn’t let them win, they didn’t deserve anything from her.

“Are you going to stick it in or are you just going to play with her face?” asked the guard behind her.

“If I’m the first to use her, I’ll be the one to test if she’s a biter,” replied the other guard.

“Is that all?” replied the guard. He grabbed Twilight’s breasts again and started massaging them and pinching her nipples, almost as if he was trying to milk her. “Feels good? Be a good bust and make my friend feel good too, else we’ll have to gag you, and you wouldn’t want your last freedom to be taken as well, do you?”

Twilight kept her eyes and mouth shut and moved her face away from the guard’s cock, as she was trying to get her mind out of there, but the guards kept going.

“She’s stubborn,” said the guard behind her. “Good thing I came prepared.”

The guard pulled out a small sack filled with dried herbs from his belt. While the other guard kept rubbing his cock against her, he waved the sack in front of her nostril. Twilight could smell a sweet scent as she felt her mind going hazy. It was as if her mind was going more primal, as if her subconscious was taking over.

“It’s not quite an aphrodisiac,” said the guard. “But with the scent of my partner, it should be almost the same for a girl like you. Seeing as you’re not biting off his dick right now, I think it’s working.”

Twilight was barely able to understand his words as her focus on reality was slipping. She was now actively trying to lick and kiss the guard’s cock.

“About time,” said the guard in front of her as he put his cock in Twilight’s mouth. “That really numbed her brain for a while. All that thinking won’t do you any good.”

As the cock repeatedly went down her throat she fell deeper into her mindless state. It was as if all she perceived was a dream. She felt the pleasant warmth of the cock going down her throat and the hands fondling her breasts. In her haze she had forgotten to resist and was eagerly enjoying the moment. She didn’t know for how long, but after a while she started feel herself regaining her senses.

She suddenly broke free of the control and tried to resist, but she failed to move a muscle. As she looked around she realized the sun was setting. She had been out for hours and was now too exhausted to move her neck and jaw. She looked up and saw that it wasn’t even the same guard, a bunch of guards had formed a line and were taking turns to use her, even the guards from earlier stood in line to use her again.

She could also feel as she tried to resist, that her arms and legs could no longer move. They had been moved somewhere and tied up as they didn’t serve a purpose for now.

Twilight’s mind was still slightly hazy, she wasn’t able to keep track of the guards, and suddenly the line was gone. All the day guards had returned to their sleeping chambers, leaving only a few on night duty. She wanted to call out for one of the other princesses, but fell asleep from her exhaustion.

The next few days were the same for her. Eventually she was just hoping Celestia and Luna would help her, as she hadn’t seen Cadance since. Then one day Rarity was placed as a new bust by some guards. Apparently she had gotten convinced by the letter and Twilight’s speech, and spent the last few days finding someone who could take care of her boutique while she was gone. After about a week, Starlight joined them too. She had found the letter in Twilight’s castle and wanted to join her mentor. The next week, they were all equally used. They tried to think of ways out of their situation, but in the end all they could do was hope for help.

A couple of days passed again, and when the girls woke up, Princess Celestia was standing in front of the girls, even she was placed on a pillar. Her breasts had been enhanced and to keep her from falling over, each of them had their own pillar too. Her mouth was kept open with a gag, and looked much more broken than the rest of them.

The girls were confused as to what had happened, since Celestia had been the one inviting them, and was one of their last hopes of rescue. Over the coming days, she slowly returned to normal, but because of her gag, she couldn’t speak with the others.

Two weeks after Twilight went to Canterlot, she woke up feeling her cheek being pinched.
“Wakey wakey, Twilight,” Said Cadance.

Twilight attempted to speak, tired and still exhausted after an extra long night, “C-Ca-”

Cadance interrupted, “You’ve been such a good help already, Twilight. My guards were starting to get pent up, and they’re growing in number by the day. By now you’ve probably realized that I’m not trying to help you pathetic ponies and stop the changelings.”

“W-wha-?”

“As the queen of the Changelings, my allegiance is with them. Things weren’t going well in the hive, so we hatched a new plan to ensure our future. All I had to do was just borrow Cadance’s body and stuff her mind in my own, that way your silly magic couldn’t detect my true identity,” she continued.

“No!-”

Cadance interrupted again: “It was so fun to see you feed my old body. And Cadance seemed to enjoy it too. She’s probably getting breakfast as we speak. I’ve made sure she’s being well fed at all times. I can’t believe how easy it’s been to manipulate you ponies. You think you’re all high and mighty, now that you can detect changelings, that you put all your trust into me thinking I’m the real Cadance. Your stupid brother even seems to love me more than he loved that whore.”

Twilight was speechless, her whole world was shattered and her situation becoming more hopeless than she had imagined. She was staring blankly into the room trying to process everything.

“Too bad your other friends didn’t want to join. I even tried having my guards send requests in your name too,” the fake princess continued. “But I’ll be able to drain their magical essence too in due time. And then I’ll harness all the elements of harmony, the sun, the moon, and conquer Equestria once and for all.”

Twilight was fuming now. All was over, her only hope was having the rest of her friends come and save them. There was nothing she wanted more than to punch Chrysalis. She could even feel her arm hitting something, wherever it was.

“Ouch!” yelled Rarity who suddenly woke up. “Something hit my leg.”

“Oh well, I’ll come back to gloat once in a while. You are my prized trophy after all,” said Cadance as she pinched Twilight’s cheek again and walked away.

As she walked away, the morning shift started and the guards were taking turns again.

7 The Apple Thief

“Gosh dangit!” yelled Applejack. “Those apples can’t just be disappearing on their own. I know it’s not a lot, but it’s cider season, every apple counts.”

“Eyup,” replied Big Mac.

“And we’re still all out of ideas who’s stealing them?” she asked

“Eeyup,” replied Big Mac.

“We’ve tried everything by now: trapping them, luring them and even staying out all night to catch them red handed. Somehow they just avoid the traps, are taking apples from new areas every night, and seem to avoid us noticing. It’s a clever fella, I can tell ya’ that much.” she continued.

Big Mac looked to the ground, he had run out of ideas. They didn’t know who or why anyone would be stealing their apples.. It couldn’t be an animal, since they had tried a variety of traps to stop them. The only clue they had were a few apple cores lying around the few trees that were harvested each night.

Suddenly Applejack jumped out of her seat and grabbed Big Mac’s face excited. “Ah know how we can catch the thieves!” she yelled.

The next day Applejack had gathered her friends except Twilight, Rarity, and Starlight, who were out of town to help Celestia. Apple Bloom went to get her friends as well as some other volunteers with Applejack.

The group spend the whole day harvesting every ripe apple they could find. When the day was over all the ponies went home and the apples were locked away safely in the storage barn. Either the thieves would have to steal the unripe apples or they’d have to be stupid enough to steal them from the barn. Applejack was hoping the thieves would come, she was ready to kick their butts and teach them a lesson. Both Applebloom and Big Mac agreed, they should stay out and be ready to ambush them from inside the barn.

Even though she was soon to become a grown pony, Applejack wouldn't let Applebloom join. After Applebloom ranted about the unfairness of not being allowed to help for a few minutes, she quickly fell asleep in Big Macs arms when the exhaustion from the day's work hit her.
Big Mac carried her and tucked her into bed. When he returned to the barn AJ had prepared for their ambush.

"Can you believe her, Big Mac? She really is an apple to the core," said Applejack.

"Eeyup!" replied Big Mac.

Big Mac closed and barricaded the door just enough to make it hard to open. He then went up to his sister where they were prepared to jump down on anyone entering.

“How about I take the first shift? You’ve been working mighty hard today as well.”

Big Mac nodded and fell asleep besides her almost immediately. A couple of hours went by uneventfully. Applejack looked out a window near her once in a while to keep herself occupied and see if there was anything going on. After fighting her sleepiness for a while she gently shook her sleeping brother.

“Hey, Big Mac!” she whispered. “Can ya’ take over? I can’t take it much longer.”

He didn’t respond, he was sleeping like a rock. She decided to let him be and went on to walk back and forth to keep awake.

About 4 hours into the night Applejack noticed a faint tapping sound on the wooden structure. The sound sent chills down her spine. She had expected a sudden and loud intrusion. She listened closer, the tapping was coming from right beneath the wooden floor.
Frightened she went over and shook Big Mac as hard as she could without making any noise, but he just turned over in his sleep. She swallowed her fear and went over to the edge of the floor, trying to see anything in the darkness. She lied down on her stomach to look under where the tapping was coming from.

It was pitch black, only a very faint moon light from between a few floor boards were visible. She kept staring and listing to the tapping getting closer and closer.
Suddenly she noticed and bunch of small shadows moving around, too quickly and with too little light for her to tell what it was.The tapping got closer and closer, until all the light went away. She could only see a black ball with a dark aura. Before she could move away it bounced over the edge and hit her in the forehead.

“Gosh dang it!” she yelled.

Applejack jumped over to her brother, and gently kicked his side, trying to wake him. She looked up again, and saw many of the spheres now floating in the air around her. As if drawn by the moonlight, they began to float out the window one by one.

“Wait a minute!” she mumbled.

She started kicking Big Mac hader and faster.

“Wake the hay up! Our apples are floating away!”

He kept sleeping. Thinking quickly she grabbed a basket and held it in front of the window. The apples started to collect in the basket. The basket was getting heavier as all the apples were trying to float out the window. Holding on tight to the handles, she soon realized her mistake. She lost her grip of the ground and floated out the window with the apples in the basket. Applejack flew through the moonlight with about a barrel’s worth of apples. Even in the moonlight the dark aura around the apples made them hard to recognize.
Whatever was behind all of this, Applejack didn’t want any part of it, at least not without help. She wanted to let go, but the apples were floating higher than any tree on the highest hill on the farm, all she could do was cling on for her life.

She floated for several minutes, eventually leaving the farm. She was going straight into the Everfree Forest. Not far in, she started to descend again, going straight towards a campfire. As she got closer she saw some tents and some dark figures. She kept going towards them, still too high to let go. As she got closer she noticed they were all heavily armored knights in black plate armor, they were all seemingly winged, but the wings were covered in armor, so she wasn’t sure that was the case. They were standing in a circle around the campfire looking directly at Applejack.

As she landed four knights carrying a bed with handles walked out, in the bed lay a knight in a different armor with both wings and horn built in. They put the bed down in front of Applejack who was now sitting on the ground, too frightened to move. Most of the knights around her were pointing their spears at her. The sleeping knight, who seemed to be their leader, woke up and with that all the apples fell to the ground.

“It’s as you showed me,” said one of the knights and looked at the leader. “The apples didn’t come alone this time.”

“What shall we do with her?” asked another knight.

“How ‘bout ya’ll give me my dang apples back and we can pretend like this never happened?” replied Applejack.

The leader stepped forward, leaned down and poked Applejack on her forehead. She lost consciousness.

“Wake up!” whispered Big Mac strongly.

“H-huh?” replied Applejack. “W-what’s going on?”

A loud banging was heard bellow them as the door was broken down.

“They’re here,” whispered Big Mac. “You fell asleep.”

They went over to the edge of the floor, ready to jump down on the intruders. They could see them as black silhouettes in the dark barn. As the intruders reached for a barrel of apples, Big Mac and Applejack nodded at each other and jumped. They successfully landed on top of them pinning the intruders down.

“That’ll teach ya’! Ain’t nobody stealin’ from the Apple family and getting away with it,” gloated Applejack.

“Eyup!” Big Mac agreed.

The intruders were wearing all black. Applejack went to pull off the mask of the one she was sitting on, but to her surprise, they weren’t wearing a mask, nor could she feel any clothes. Then it dawned on her.

“What the hay are changelings stealin’ our apples for?” exclaimed Applejack.

She looked over at her brother, but to her surprise, he was gone, instead there sat another changeling. A changeling snuck in from behind and grabbed her arms.

“Hey now! Let me go!” Applejack got up and started to resist.

Looking into the barn she saw movement. More changelings were creeping towards her from the storage. She broke free of their grasp, but when she turned around she saw the whole barn was surrounded. Not going down without a fight, she started punching and kicking, but they quickly overpowered her as she tried to flee the barn. The changelings were groping her and ripping her clothes to shreds. A female changeling took the opportunity to sit on Applejack’s face, while one of the males stroked his cock between her breasts. Two other changelings played with her nipples as she was getting tit-fucked, two others were holding her arms and two more held her legs out in a presenting fashion.

“Oh my” said a voice. “Such a big juicy ripe apple just for me? You shouldn’t have.”

Applejack recognized the voice of the changeling queen. She felt something between her legs. Chrysalis had grown herself an enormous cock.

“No one makes apples with as much love as they do at the apple farm, or so I’m told,” Chrysalis said as she grinded her cock between Applejack’s lips.

Applejack struggled with all her might, but none of the changelings budged. The changeling queen prepared to insert her cock into Applejack.

"Enough!" yelled a voice.

All the changelings and Chrysalis dissolved into thin air. The moon shone as bright as the sun, blinding Applejack. Out of the light a figure lowered. It was the knight from earlier. Applejack came to her senses and stood up ready to fight.

"Who the hay do ya'll think you are?" yelled Applejack.

The knight lowered down to the ground and walked towards Applejack and took off her helmet.

“P-Princess Luna?” said Applejack as she lowered her hands. “Why’ve ya’ll been going around stealing apples?” Applejack looked down and quickly covered herself with her hands as she was reminded that she was still naked, and now standing in front of the princess.

“Fret not Applejack, everyone has dreams about being naked, I’ve seen it all,” replied Luna.

“‘Scuse me Princess, but that doesn’t exactly make me more comfortable being all naked ‘round royalty,” said Applejack as she continued to cover herself. “Wait, are you saying this is all a dream?”

Luna nodded. “As you came to our camp, I made you fall asleep. I was able to navigate your dream through your short term memory, starting it in your barn. I had to test you. Equestria as we know it is at the brink of collapse, and the changelings are at the center of it. Even now, I cannot be sure you are not a changeling, hiding your affinity."

"Have ya'll lost your marbles? If I were a changeling, I'd be sucking out the love of everyone I know. Go check for yourself if ya' don't believe me," said Applejack angrily.

"I want to believe you, Applejack, but things have changed. The changelings are no longer able to just transform, they're able to steal our bodies, making us unable to detect them. Even their hunger for love is gone when they possess our bodies. However, Applejack, you passed my test so far, when you decided to resist the changelings rather than welcoming them," Luna explained.

Luna told Applejack everything that had happened at Canterllot through the dream. She showed her the meeting she had with Celestia, Cadance and Twilight. Shortly after Twilight went home, Luna's headache ended and the dream she had the night before became clear to her again. She could remember how Chrysalis was inhabiting Cadance's body and she was able to defeat Luna in their dream. As soon as she remembered, she got up and asked the guards to seize her. Celestia was confused, but trusted her sister. As the guards brought her down, Luna began explaining to Celestia what had happened. It was then that Cadance attacked them, all the guards in the room turned on the princesses. As they struggled, Cadance was quick to put a horn ring on Celestia as the guards overpowered her. As she saw her sister fall Luna felt a horn ring come floating down on her as well. At the last second she rejected it and flew up. Never had the princesses been caught this off guard, and never had they been betrayed by their own like that. Cadance, using her magic, tried to pull Luna down again. Not taking her chances, she escaped Cadance’s pull and fled.

In the next few days, Luna hid in Canterlot, every guard was looking for her, as Cadance had replaced Celestia with a changeling, they fabricated a story about how Luna had tried to overthrow the throne again. She hatched a plan: the next night, she would enter all her guards’ dreams and figure out who she could trust. She went and gave all her guards similar tests to the one Applejack went through. In the end she had decided on eighteen guards she trusted, most of them were already her most loyal guards and would follow her no matter what her alignment, and a few of them just didn’t believe that Luna was trying to overthrow the throne again. They geared up, and took to hiding as they planned their next move. They decided to hide in the Everfree Forest since no one would look for them there, and near the Apple farm to gather provisions.

With her power over dreams and the moon, she was able to go through the Apple family’s minds every night to find out where the ripe apples were and harvest some of them. Tonight however she could feel the extra weight on the apples and asked one of her guards to prepare the others for company.

"I see," said Applejack more calmly. "If I had known you needed my apples that bad, I would’a given them to ya’.

“I know, Applejack,” replied Luna. “But we can’t risk anymore chances. I’ve been gathering intel through the dreams of all the guards in Canterlot. They’ve been instructed not to reveal anything, but only the strongest of wills can hide their intentions in their dreams. I know the guards are being replaced one by one, even royalty and other authority figures are being switched out. I don’t know what happens to them after the switch, the magical connection I use to go into their dreams are severed, but the sudden change in their minds will often reveal the switch to me. I haven’t been able to contact my sister either.”

“I believe you, Princess,” said Applejack. “All we gotta do is get the girls and teach the queen a lesson in friendship and harmony!” She did some kicking motions in the air before remembering she was still nude. “Umm, could you by chance use some of your dream magic to conjure me some new clothes?”

Luna snapped her fingers and a dark dress appeared in Applejack’s arms.

“Not exactly my style,” said Applejack. “But it’s better than-”

Luna snapped her fingers again. The world disappeared and they woke up again.

“Your highness!” said one of the knights as he noticed Luna waking up. “We did as you asked.”

“I know,” replied Luna. “Where is she?”

The knight led her out of her tent and towards a pole planted in the ground. Several chains were fastened to it. Applejack was chained up to the pole, with the chains just long enough to allow her to move freely within a meter of the pole. As Applejack woke up, she noticed her restraints.

“Uhm, Princess?” she asked, confused.

“I had asked my knights to chain you up while I figured out if I could trust you or not,” replied Luna.

She sighed, relieved, and raised her hands to let them free her. “Well, what’re ya’ll waitin’ for? Let’s go save Equestria.”

“I’m sorry, Applejack,” replied Luna.

“What’s that supposed to mean?” asked Applejack slightly agitated. “I passed your test, didn’t I?”

“And what will you do when I free you?” asked Luna.

“Well, we’ll go kick their butts. I’ll go to the farm and make sure everyone’s safe, and then I’ll go get the girls, so we can go to Canterlot and take back the throne,” she replied confidently.

“Which is why I can’t let you go,” Luna said.

“You can’t-”

Luna interrupted her. “I’m sorry, Applejack. I can’t let you go. I can’t risk you revealing our camp. No matter how confident you are, if a changeling spy were to capture you, they’ll be doing everything in their power to break you, and before then you’ll be sure to have given up our location. When the time is right, I’ll let you go.”

Applejack was angry, she knew Luna was right. Undoubtingly, Applejack would go to Ponyville to get help, but even one mistake would cost them everything.

Some knights were setting up a small tent for Applejack, close enough to the pole that she could go inside and sleep. Before going to sleep Luna agreed to let Applejack write a letter to her family to let them know she was safe. She wrote that she had gone to Canterlot to visit Twilight and the others as she needed Twilight’s help with some clues about the missing apples. After Luna and multiple knights had read it to ensure there were no hidden messages, one of the knights went and delivered the letter.

The next day the chains on Applejack were replaced with a single long chain on her ankle, allowing her to move around freely in most of the camp, the key was kept on Luna’s person at all times. Applejack told Luna everything she knew about how Twilight, Rarity, and Starlight had left to Canterlot. Luna confirmed that she had seen the three in a few of the Canterlot guards’ dreams, as well as Celestia.

The group kept strategizing for a couple of days, the knights taught Applejack fighting skills to keep her and themselves occupied when not gathering food, strategizing and otherwise tending to the camp.

Their plans were futile though, there was no strategy they could work out that gave them a full success guarantee.

Applejack was getting restless, it seemed like all these strategies were leading nowhere.

One night when the camp was quiet only Luna and Applejack was remaining at the strategizing table. Luna was getting visibly frustrated. Over the past few days, Applejack had learned a lot about fighting, strategies, and especially Luna. Luna often tried to hide her emotions, she tried to keep morale high by maintaining her authority. It was a trait she noticed now more than before the Changelings came back.

“Luna?” asked Applejack.

She took a deep breath to relieve herself of her frustration. “Yes, Applejack,” she replied calmly.

“I can’t help but feel ya’ll are upset about something. Ah know Equestria’s at stake ‘n all, but you need to relax. The Luna I knew before wasn’t too proud to joke or have fun, what’s happened?” continued Applejack.

“Please,” said Luna slightly annoyed. “We don’t have time to mingle, every moment spent here is another moment Chrysalis takes over Canterlot.”

“Ya’ll know as well as I that those strategizings don’t work until something drastic changes. You might as well take your time off when there’s nothin’ else to do,” she replied.

“Maybe you’re right Applejack. But every time I try to calm down, I can’t help but thinking of my nightmare, and what that monster is doing to my sister.”

“Alright, how about this. I’ll do the small talking and you just reply to me?” Applejack suggested.

Luna gave her a weird look.

“So, about that dream you gave me. Why’d ya’ wait until the end to give me some clothes?” asked Applejack.

Luna blushed and spoke loudly. “I told you already, everyone has naked dreams. Nothing special about that!” she quieted down. “Besides, I just wanted to see if you could compare in strength to my knights.”

“Oh, ho, ho,” laughed Applejack and pulled up her sleeve and flexed. “So you were ‘miring a farm girl in her sleep?”

Luna raised her voice again. “You’re twisting my words! I just wanted to see if you would be strong enough to fight with us.”

Applejack continued to joke. “Oh, you just wanted to check out if I’m pretty enough to be in your group? Well, if ya’ ever need to double check just ask,” she did a teasing motion with her chest.

Luna bowed her head between her arms on the table and sighed. “I give up.”

Applejack put her arm on Luna’s back and rubbed it a bit. “Aww, don’t take it so hard. Ah was just messin’ with ya’.”

Just as Applejack finished her sentence, Luna rose her head quickly, hugging Applejack and kissing her on the lips. Applejack was rather surprised as she was only trying break the ice with some jokes.

“You’re right,” said Luna. “I can’t keep hiding my feelings. Your naked body, your sweet smell, everything about you made me crave you. Applejack, you’re the fairest maiden of the likes I’ve not seen for many moons, but we could never be,” Luna grabbed Applejacks hands and led them to her chest. “But maybe just tonight you’d make me yours?”

Luna stood up, grabbed Applejack’s hand and pulled her towards her tent while trying to loosen her armor with her other hand. Applejack was speechless, awkwardly following as Luna dragged her along the way. She’d never met a mare this desperate to get in her pants, except Rainbow Dash when she’s been drinking. Her heart began to pound as they got closer to her tent. She’d never thought of Luna that way, but denying her now would probably make her even more isolated than before.

As they entered the tent, Luna threw Applejack on her mattress. Luna sat down on her knees with one leg on each side of Applejack. Luna was throwing parts of her armor everywhere as she took it off. Confused, and unsure how she should react to the whole situation, Applejack raised her arms instinctively in front of her to block Luna from her vision.

Luna noticed Applejack raising her arms and grabbed her wrists. “I may be a princess, but I’m not frail,” she said as she brought Applejack’s hands to her breasts. She had taken off her breastplate, but was still wearing her undershirt. “Show me how a strong farm girl like you can handle these apples.”

Applejack began to nervously grope her breasts while Luna continued to take off her armor. Applejack had never been with a mare with breasts this big before, she was almost scared she’d suffocate if Luna fell on her.

“Enjoying yourself?” Luna asked. “How about I join the fun?” She began unbuttoning Applejack’s shirt.

Still nervous, Applejack kept groping the princess in a determined fashion. Applejack never considered Luna to be anything but her friend, she didn’t even think Luna would be into mares. Maybe when you live for millennia you learn to be attracted to many things. For a princess, a farm girl like herself would be a rather exotic option.

For a princess like Luna, most ponies would still be scared of her, especially in a high end place like Canterlot. They trust her as long as Celestia tells them to, but very few would consider being intimate with her. Applejack was thinking about all these things while Luna was undressing both of them. Luna had opened Applejack’s shirt and lifted her undershirt revealing her breasts, after that she took off her own undershirt allowing Applejack to grope her directly.

After thinking things through, Applejack was determined. She had decided, even if she couldn’t see Luna as more than a friend, she would help her out any way possible. If she was being honest with herself, Luna was probably the sexiest mare she had ever had the chance to be with.

With her newfound determination, Applejack held around Luna and pulled her down on top of her. Luna’s breasts completely engulfed Applejack’s. As Applejack hugged Luna she leaned up to kiss her. As their kiss ended Luna sucked on Applejack’s tongue, only releasing it as she moved her head away.

Applejack was overcome with the feeling of Luna’s lips and her millenia of experience with stallions and mares alike, both real and from dreams. Along with that she also felt how deprived Luna was from physical contact, after a millennia on the moon and the continued fear after her return, she was more lonely than she cared to admit.

Luna kissed her again, while rubbing their breasts together. Luna sat up again and pulled down Applejack’s shirt and took her undershirt over her head too. Applejack’s arms were stuck in her shirt as Luna hadn’t undone the sleeves yet, leaving her arms tangled in her shirt and undershirt.Luna turned around, and sat on Applejack’s face. Luna was still wearing leggings, but Applejack could feel every little curvature being pressed against her muzzle.

Luna took hold of Applejack’s pants, letting them slide down off her legs and onto the chain still attached to her. Applejack had been brought into a haze with her muzzle buried in the princess’s crotch, she was finally getting into the situation as well. She opened her mouth and licked Luna’s crotch through her leggings. As soon as she started Luna put more weight onto Applejack’s face as she sat on her.

Luna wiggled her hips as she also pulled down Applejack’s panties. She fingered Applejack for a few seconds to find out how wet she had gotten. Her fingers were almost dripping as she pulled them out of the farm pony. Luna sat up and rubbed her fingers on her crotch, forcing Applejack to lick her own fluids as she wiped her fingers clean on the crotch of her leggings. Applejack happily continued.

Luna leaned over again and pulled in more of the chain tied to Applejack. She lifted Applejack’s legs and coiled the chain around her legs, leaving both her hands and feet loosely tied.
It was very rare for Applejack to be submissive when with other ponies, Princess Luna however had too much authority. She acted much more confidently than even Applejack, it made it impossible for her to even think about attempting being on top. Applejack was enjoying letting Luna have her way with her.

As Luna sat on Applejack’s face calmly she moaned. “Thy tongue seems quite experienced with mares.”

Applejack didn’t react as she was euphoric from having Luna sit on her.

Suddenly she felt Luna’s leggings stretching. As they kept stretching they started to rip. Luna was pulling them apart with her magic. Applejack didn’t stop and as the leggings rippled she didn’t hesitate to stick her tongue further in the princess.

Luna grabbed Applejack’s breasts and massaged them and stimulated her crotch with her magic. Applejack instinctively started struggling as she felt intense pleasure. Applejack was moaning as she was getting used to the feeling of magic as it tickled and massaged her vagina.
They were both going more intensely as they felt each other. Luna’s fondling of Applejack’s breasts turned into a hard grabbing as she felt the pleasure build up. Applejack kept struggling involuntarily, as Luna was toying with her, but she was kept in place by the chain and her shirt.
As Luna reached her climax, she made sure she stimulated Applejack accordingly. Luna had a hard time remaining still on Applejack’s face, Applejack stopped licking as she was hit by the climax simultaneously.

As they caught their breath Luna went down to lay next to Applejack on her bed. As she lay there, Luna kissed Applejack on her forehead and almost immediately fell asleep.
Applejack was tired too, but with her arms and legs kept in place, she began to move free. She sat up and released her arms to put on her shirt again and then she removed the chains to put on her panties and pants.

Applejack tucked the naked princess in. As she did, she noticed the keys hanging from Luna’s belt. She double checked that Luna was sleeping as she went over to release herself. She put the chain in her own tent and put some stuff under her blanket to make it seem like she was still there, sleeping. Applejack then wrote a note she put on her pillow and ran off towards Ponyville.

Author's Note

A bit different than the usual chapters, a bit more vanilla.
Hope you've liked it.
Next chapter will be a short one, should be out in a couple of weeks or so.

8 Commercial Break

"We're sorry to interrupt this fan fiction but we have a special announcement. Hi, I'm Flam!" said Flam.

"And I'm Flim," said Flim.

"And we're the Flam Flim brothers," both said in unison.

"Today we got a fine piece for all of you fine folks here in the Crystal Empire. With the help of Princess Cadance herself and the good folks at the CECMRI, we've developed this!" announced Flam.

As he pulled it out they both spoke at the same time.

"It's a fleshling!" said Flam.
"It's a changelight!" said Flim.

"It's a revolutionary product so brand new, we haven't even decided on a name yet!" Flim continued. "As you all know, the changeling problem is getting worse by the day, and every changeling just needs a little love, so they don't go feeding on you when you least suspect it. The CECMRI has been lending us some of their crystal technology, to make these one hundred percent realistic fleshlights. Here's a quick demonstration of how they're made."

Flim pulled off a white sheet on a table revealing a changeling gagged and tied onto it. He removed the gag as Flam went over to it.

"Now, changeling, if there's one thing in this whole world I could give you, what would that be?" asked Flam.

"Ahh, feed me! I need l-love!" moaned the changeling, most likely not as a response to the question but rather just a statement from a hungry changeling, a changeling who had not yet learned to control their hunger and how to feed effectively after having their pony mind forcefully switched into this body.

Flim put the gag on the changeling again.

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Flim took out a tool from under the table.

"This is a seperator, a technological and magical wonder. With this we can safely separate this changeling into smaller, more manageable pieces," Flam explained.

Flim separated the changeling's hand and held it up to show the crowd. The changeling's arm was free now, but without it's hand it couldn't free itself. The hand was grabbing the air as the changeling tried to loosen it's restraints.

"As you see, the changeling is completely unharmed by this," Flam elaborated. "Here comes the final step."

Flim pulled out another tool from under the table, the tool consisted of a handle with three buttons and a rod with a crystal at the end. He then took out a casing for a fleshlight and put the changeling's hand in it. With the tool, he pressed one button while poking the changeling's crotch with it. As he did so, the crystal started to glow. While pressing the second button he poked it at the hand. The hand started transforming into a copy of the changeling's vagina and took a proper shape for the casing.

"With this technology we use the magic provided by the changelings to turn them into whatever we like," said Flam.

Flim put a vibrator in his newly made fleshlight, as he did, the changeling's behavior changed from trying to escape, to trying to pleasure herself.

"As you see," Flam continued, "to a changeling, this feels just as real as if you were fucking the real thing, and I promise, it'll feel just as real to you. Of course it's just a vibrator, so it doesn't actually feed her, but it does still feed the changeling when you use these fleshlights. That's right folks, you can help feed the changelings right from the comfort of your home!"

Flim took out the vibrator and handed the fleshlight to Flam.

"But that's not all!" Flam exclaimed and continued elaborating. "See this crystal and these buttons on the back? This is a mind-link crystal, that means when you press this button, the changeling will sense who you're looking at and will transform into them, of course inhibited to only this fleshlight." He pointed at a crystal mare standing at the front in the crowd.

"Let me demonstrate!"

He pressed a button and the fleshlight transformed to match the crystal pony mare.

"What do you say ma'am?" asked Flam. "Does this pussy look exactly like yours or does it look like yours exactly?"

The woman blushed very embarrassed and said: "Please, d-don't show it to everyone!"

He spread the lips and showed it to the crowd and continued rambling. "Just one push of a button, and you can have your very own fleshlight tailored based on any mare in the world!"

The crystal pony hid her face in embarrassment.

"Impressed yet?" asked Flam. "Before you answer, I gotta tell you; we're still not done! When I press this button, the fleshlight turns right back into its original changeling form," he pressed the button and it turned back. "But of course you can also just use images to deliver the mental image through the crystal."

He pulled out a picture and pressed the first button again, and the fleshlight turned purple.

Flam continued talking. "This one resembles everyone's favorite princess: Twilight Sparkle. She's always in a hurry to make friends, and now you can feel how it's like to befriend the Princess of Friendship too. Here, this one's on the house."

He threw the fleshlight into the crowd where a stallion caught it. He showed it around to a few interested spectators and started toying with it himself.

"I see a lot of interested ponies in the crowd today, but unfortunately we can’t open sales yet, we're still not done!" exclaimed Flam. "The fleshlights are the main product today, but of course we'll also be catering to the ladies, so here you go!"

He pulled out a changeling dildo from his podium.

"You know the drill. This one's on the house, exact same concept, just press the button and you'll get a dick to match whoever you wish," Flam said as he threw it into the crowd.

"Think I'm done? Guess again! But don't worry it'll soon be over and you get come get your own. You may not be a fan of the penis or the vagina though, so we also offer you this," he pulled out another fleshlight. "An anal fleshlight, or this," he pulled out another. "An oral fleshlight, that's right folks, we've got every hole you could think of putting your member into. Not only that, but we even got a few available for special order, in case you have special tastes." As he mentioned them he pulled a matching fleshlight out for each.

"We have, the nipple hole, the belly button, the ear hole, we even got the nostril! Of course these have been modified to stretch to have anyone fit inside them so they're a bit more pricey. And for the very last but not the least, we've got accessories to go with them. Have a dildo? Why not make it into a strapon with this simple strap? Once you wear it, the mind-link crystal can even make you feel what the cock is feeling. Or how about this, a photo album of every famous pony from the past thirty years? Or how about a fucking machine for your fleshlights and dildos? I could keep going all day, so if you wanna find the perfect changeling toy for you I'd advise you take a look at our catalogue. So if you’re tired of having to stand in line to fuck your local changeling, or just wanna fuck them in the comfort of your own home or on the run, now you can do just that. So come on up, Flim is almost done turning this changeling into fleshlights. Let’s hear what she has to say one last time."

Flim removed the gag to let the changeling speak. “Please, f-fuck all my pussies, ahh, feed me your love!” she moaned.

As the changeling finished talking Flim was already separating her head and finishing the new batch of fleshlights. The only thing remaining of her was a single control piece. For every changeling they transformed a small piece of the changeling would be left behind, these pieces would be brought to a feeding factory where they’d be monitored to see if they were being fed enough love to sustain the whole changeling. If not, the control piece would be fed excess love that would usually be collected at the crystal slabs when the changelings there couldn’t consume it all. In rare cases of a love shortage, they’d order guards, civilians or even other creatures to donate their love for the factory, though this would very rarely happen.

From the factory all the changelings could be monitored with all the modern technology they had available and restore their physical health. Besides the control pieces they also kept the horns of the changelings. The horns would be put in large arrays and be drained from magical energy as the changelings were being fed, the energy would then be used for experiments and charging new devices in need of changeling magic.

“So, come on right up!” said Flam. “For your very own customizable sex toy. Get yours today, while supply lasts.”

The ponies were flocking to the stage. The brother’s had done what they were best at, attracting crowds and dealing with questionable wares. A few of the princess’ guards were nearby keeping track of who went on the stage and noted the few who didn’t as potential rebels. The event went on for a while, and as the crowd left with their purchases new ponies joined to see what the commotion was about, as the day came to an end, they had managed to get rid of most of the supply they had brought with them.

The brothers were a great help for keeping the changelings prisoners and for the collection of changeling magic for experimentation. But at the slightest sign of doubt on their part, the guards would be ready to have them meet the same fate as the changelings they were selling.

Author's Note

Hope you liked this small side story.
Meant more as a small comical relief with some more fetish-y stuff.
Will be back with the main story in the next chapter.