Lockheart

by Drag Orion

Chapter 2

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Celestia had long since lowered the sun while her sister, Luna, brought a full moon up in the sky to accompany the multitude of glittering stars in the heavens. The town of Ponyville was one such place shrouded in this majestic darkness of the night. All the ponies were comfortably in their homes, most sound asleep in their beds, others close to turning in for the night themselves. All of them felt quite peaceful, the thought of the Changeling invasion from only a few days ago barely a faint memory as the damage had been repaired and any remaining traces had been cleared away.

“So, this is the place where Chrysalis and her Changelings were defeated,” observed Tiamat as he stealthily flew through the sky. His onyx scales were a perfect match for the night sky and only his glowing red eyes were even the slightest bit noticeable. Scanning the ground below, he didn’t see anything remotely threatening to an army, not a patrol of guards, not a barrier, not even a confection-firing canon. “They couldn’t take over a place like this? From what I can see they’re practically begging to be attacked by anyone or anything that happens upon it. This only confirms Chrysalis’s claim that this small band of ponies is a threat if they can manage to keep a place like this protected.”

Tiamat continued to fly over the town, making his way towards the largest structure, one that greatly clashed with the humble town’s neutral color scheme. Made entirely of purple and indigo crystal and towering over any other building by a large margin was the castle of Alicorn Princess, Twilight Sparkle, the Castle of Friendship. With how it was structured, it appeared like a crystal castle that had been lifted and held up by a crystal tree. At the very top was a beautiful, golden, multi-pointed star. The moonlight that shined down reflected on the castle causing it to glow in the night wondrously.

“Not a single guard on patrol here either,” chuckled Tiamat as he landed on the balcony and was able to stroll inside effortlessly. Seeing a piece of crystal protruding from the wall, Tiamat broke it off and munched it down, licking is lips afterwards. “Mmm, not bad. Now to find the princess.”

Heading down the stairs to the main floor, Tiamat came to the first real obstacle in his espionage mission, long hallways with lots and lots of doors. Approaching the closest one, he pulled it open to find it was nothing more than a broom closet. Quietly, he shut it and proceeded to check the one next to it, finding a bathroom. The next room he came upon appeared to be another closet, this one filled with books, followed by several more rooms that were also filled with books. One room he entered had a table with a map magically engraved upon it. There with seven thrones stationed around the perimeter with emblems on them, likely Cutie Marks of who those who sat upon them. It didn’t offer him anything of interest so Tiamat left and continued to search, finding more rooms filled with books.

“Did I get the right castle?” Tiamat wondered. “Did I go to the Castle of Book Hoarding by mistake?”

Growing a bit weary of searching, Tiamat was almost ready to give up, but a light leaking out of one of the rooms ahead caught his eye and he crept over to it. He stilled his breathing to keep it quiet and moved as silently as a beast as large as he could manage. In his mind, Tiamat knew there was likely nothing in this town that could pose a threat to him, but his heart sped up with tension nonetheless.

Near the door, he could hear a male voice. It sounded quite upbeat and cheerful despite the time of night when he should have already been sawing logs in bed. Reaching the doorway, Tiamat peeked in and saw it was a kitchen and the voice belonged to a fellow dragon, a few years younger than him. He had purple scales over most of his body and pale green ones on his chest, belly, and chin. He had green smooth-tipped spikes from the top of his head running down his back to his arrow-shaped tail. He had a pair of wings folded up, no noticeable tears in them that Tiamat could notice. He had a pair of transparent green fin-like ears and big, green eyes. The dragon had a slight muscular build, nowhere near what Tiamat had managed to craft on his own body. He also had very prominent protrusion on his gut compared to Tiamat’s chiseled abs, a likely result of sneaking too many snacks like he appeared to be doing now.”

“A dragon living among ponies?” pondered Tiamat. “Not something I expected, but very intriguing.”

“Making a snack! Making a snack!” the dragon sang to himself as he placed a bunch of gems from a bowl into bread roll. “Sneaking some gems behind Twilight’s back. What she doesn’t know can’t hurt me! Time to put these gems into my belly!”

“Heheh, not bad,” clapped Tiamat as the dragon finished singing.

“Thank you,” the purple dragon bowed, holding his sandwich in one hand while his other he held across his chest. It was then that he questioned just who had praised him. Lifting his head up, he saw the black dragon standing there casually.

“Hey there,” Tiamat greeted him with a casual wave.

“Twi-” the dragon tried to scream, but Tiamat was quick to muzzle him with his claws.

“Shhhhhhhh,” hushed Tiamat. “No need to sound the alarm. I mean you no harm. I’d just like to talk with you. If I let you go, do you promise not to scream?”

Seeing no other option while the dark dragon had him in his clutches, he managed a slight shake of his head to nod. Carefully, Tiamat released his grip and watched the dragon take a seat in a chair to calm down and take a few deep breaths. Not seeing a seat big enough for himself, Tiamat instead took a seat on the countertop.

“S-So, who are you?” asked the smaller dragon nervously asked his new acquaintance.

“My name is Tiamat and you are?” the dark dragon answered.

“Sp-Sp-Spike,” he forced out of his maw.

“Relax,” chuckled Tiamat. “No need to be nervous, Spike. Take a few bites of your sandwich.”

Bringing his jewel-filled snack to his maw, Spike bit into it. His teeth broke the gems as easily as the bread they were inside. Munching down the chunk in his maw, he grounded up the gems into dust and swallowed. Spike took a few more bites, finishing his sandwich and patted his gut contently.

“Feeling better now, champ?” asked Tiamat his voice sounding quite soothing and friendly despite his scary appearance.

“Uh huh,” nodded Spike. “You look a bit scary, but you’re actually a nice dragoness.”

“See, there’s nothing to be afraid of,” he continued, but his tone quickly turned to an annoyed one. “I am not a dragoness. I’m a dude.”

“Huh?” questioned Spike as his eyes lowered to confirm Tiamat’s claim, only staying there long enough to verify his gender before going back up. “You are a guy. Funny, I always thought Tiamat was a lady dragon’s name. I never knew it was unisex.”

“It’s not,” sighed Tiamat a bit sadly. “My mom wanted girl who would make her proud by ruling this planet with an iron claw and bath in the blood of her enemies. Instead she got me… a boy.”

“Well, boy or girl doesn’t matter,” Spike replied. “You’re you and that’s what’s really import- uh, what was that part about ruling and bathing in blood?”

“Just my mom having unrealistic expectations of me,” he explained like it wasn’t such a big deal. “But I’m actually very happy to hear that from a fellow dragon.”

“About what?” asked Spike. “Your name?”

“I can’t tell you about all the teasing I endured because of it,” Tiamat reminisced. “All those broken bones and just because of my name and mom said names never hurt anyone.”

“So, you beat were beat up a lot?” worried Spike.

“What? Oh, no,” answered Tiamat as he clenched his claws and flexed his arm, the muscle bulging bigger than Spike’s head. “I beat them up. It was quite a chore, but it got them to shut up about it.”

“Couldn’t it have been easier to just change your name?” suggested Spike.

“A dragon’s name is as important to them as their pride is,” stated Tiamat. “I couldn’t just change it to something else.”

“Well, how about…” pondered Spike as he tried to think of a solution. His words trailed off for a moment before inspiration struck. “Oh! I know!” Grabbing a piece of paper, he quickly scribbled down Tiamat’s name. “Your name is Tiamat, right?” Tiamat nodded, not sure what Spike was getting at. “Now, if we just move the ‘i’ from here to there then your name becomes ‘Tamati.’” Spike wrote the new name below “Tiamat” and showed the black dragon. “What do ya think?”

“Hmm,” pondered Tiamat before a smile spread on his face. “Something to consider. Thank you, Spike. You’re quite a helpful dragon. Most dragons I know are rather selfish and self-serving.”

“I’m not like most dragons,” explained Spike. “I’ve been raised by Twilight since she hatched me and I’ve been by her side ever since.”

“Twilight, the Princess of Friendship, right?” asked Tiamat.

“Yup, that’s her,” he nodded.

“So, she’s kind of like your mom or something then?” wondered Tiamat scratching his head.

“I guess it was kind of like that when I was still a baby,” Spike explained. “When I got a bit older we had more of a brother and sister relationship. I went on a pilgrimage to the Dragon Lands to learn of my roots it has changed our relationship a bit, but I’m still her number one assistant. That’ll never change.”

“Very interesting,” commented Tiamat. “You’re a rare breed of dragon indeed. How’d you like to join me?”

“Join you?” asked Spike, now the one scratching his head. “With what?”

“Conquering Equestria, of course,” Tiamat smirked, his more villainous nature leaking out. “Subjugating the populace, enforcing our will unto others, bathing in the blood of our enemies.”

“But I thought that was just your mother’s unrealistic aspirations for you,” Spike recalled.

“Unrealistic, but still possible,” he amended. “And I intend to give it my all, through whatever means is necessary. I’m still short on allies and I believe you would be a valuable addition if you’d be willing to join me.”

“I-I’m not so sure that’s a good idea,” Spike chuckled nervously. “And I don’t think blood and bubble bath go together. So, thanks, but no thanks. I’m perfectly content as I am.”

“As a slave to these ponies?” he questioned the purple dragon with his usual convincing charisma.

“A slave?” repeated Spike confused. “I’m not a slave. I was just a lost, helpless egg till they found me and Twilight hatched me. If it wasn’t for the ponies who knows where I’d be right now.”

“Scrambled before you were ever born, eaten by some wild creature if you somehow managed to make it to hatching,” listed Tiamat. “Or, perhaps you’d be with real family right now and living in the dragon lands.”

“The first two, probably,” replied Spike. “But I was abandoned as an egg. There’s no way that last one could be true.”

“Is that what the ponies told you?” scoffed Tiamat. He reached into the bowl with gems in it and plucked a few out. Dropping them into his awaiting maw, the black-scaled dragon munched, tactfully creating a pause as he made Spike eager to hear what more he had to say.

After he swallowed, Spike asked him, “What is that supposed to mean?”

“Just that, how do you know that’s the truth?” he asked. “Perhaps you were abandoned, but maybe your parents were killed while attempting to torment a village for its gems. It could even be possible that they were the ones attacked by ponies for one reason or another. Perhaps you were just snatched away while your parents weren’t looking. Who knows, but none of those possibilities answers why you ended up where you did. Was it just by chance that you ended up as the slave- uh, I mean number one assistant of the Princess of Friendship or was it done as an experiment?”

“An experiment?” wondered Spike.

“To see if dragons could be domesticated as servants… maybe even as pets like other many other creatures have,” Tiamat answered. “It’s just a baseless theory, but what if you were merely a test subject to see how being raised by ponies would affect you. On your appearance alone, you appear rather scrawny and stunted from not living a life of being toughened up in the Dragon Lands. And as I mentioned before your attitude hardly the selfish, aggressive one that most dragons possess. I can’t say for certain that you’d be any different if raised under normal conditions, but let me ask you one more thing, have you ever considered going to live with the dragons rather than ponies?”

“Well, there were times I did try,” Spike told him. “My first few attempts didn’t go so well, but I did make some connections as I got older.”

“So, why not live with dragons instead of remaining with ponies?” he asked. “Or were you not allowed?”

“I was given the choice, but this is my home,” explained Spike. “What I am is not the same as who I am?”

“How true,” agreed Tiamat before continuing. “But what if that’s what all this was? To see if they could raise a dragon to grow accustomed to such a life under pony rule. You get food and a home for some work here and there. It seems like a fair arrangement, but without even realizing it, you cannot feel comfortable anywhere else. In fact, you’d probably fear the thought of losing your master and what they provide you.”

“W-Well, maybe when I was younger,” admitted Spike, his voice trembling and his body shaking. Tiamat saw his words were tugging at his fellow dragon’s emotions, showing him that he still dreaded the thought. “M-Maybe we can talk about something else now?”

“Sure,” agreed Tiamat reaching for the bowl of gems and offered them to Spike like they were his to give away. “Sorry if I upset you. I’m probably well off the mark with my assumptions. I’m sure you both live here as equals.”

“Uh, yeah,” chuckled Spike nervously as he looked at the bowl of gems and could hear Twilight’s words in his head. “You put on another five pounds this month and it’s all in your gut. I’m putting you on a diet. No more in between meal gems for you.” A look of agitation appeared on Spike’s face as he shoved his claws into the bowl and stuffed a clawful of gems into his maw. They tasted even better with a dash of defiance added to them.

“So, tell me, have you found a mate yet?” questioned Tiamat, almost making Spike choke on the gems in his mouth.

“A m-mate?” he gagged, caught off guard by the new topic. As he tried to answer, the virile male could tell immediately that he was talking to a virgin. “Uh, well, not yet, but there is someone I really like and I hope that one day we might be together.”

“Sounds like hopeless one-sided love to me by the way you talk about it,” Tiamat stated bluntly.

“It’s not,” argued Spike. “Rarity loves me just as much as I love her. Nobody is as helpful and attentive to her as I am.”

“Sounds more like she’s just leading you on to take advantage of you like your master is,” retorted Tiamat. “Tell me, have you even once actually gotten anywhere with her, physically I mean. And before you say anything, a kiss on the cheek or forehead doesn’t count.”

“Um, well, no,” sighed Spike lowering his head sadly. “Guess I must seem pretty pathetic to you. Practically all the dragons I’ve met just saw me as a runt and looking back now they were probably right.”

“Your problem is that these ponies see you as beneath them,” Tiamat explained. “You are helpful and while that’s not a bad thing you let them make a servant out of you. If you let yourself remain like this then you’ll never be free of your chains and you’ll never be able to find love while you let yourself remain as a submissive bottom.”

Spike looked down at his bowl of gems, seeing his sad expression reflected in them as tears started to form. “I guess part of me always felt this way, but I always ignored it,” he sighed. “One side of me always felt content so long as I had a home to live in and those around me who would give me some affection. Then there was my other side, frustrated to always seem to be the one given the grunt work to do or be the one who would always end up excluded. And I can’t tell you how many times they took group photos without me. I got into the habit of photobombing them to get into the shot and ruin it at the same time.”

“I’m more of a mustache doodler myself,” Tiamat laughed and got a snicker out of Spike with that comment.

Smiling a bit, the doubting dragon sighed and continued. “I’m just filled with so many conflicting emotions that I don’t know what to do. It’s so confusing.”

“It isn’t your fault,” Tiamat assured him. “You were raised by ponies and grew up as a dragon on the outside and a pony on the inside, but that doesn’t mean that they could completely suppress your inner dragon.” After saying this, a twisted smirk appeared on Tiamat’s face that was Spike feel both nervous and excited at the same time. “How about I help you bring that inner dragon to the surface and show you how a real dragon does things?”

“How would you do that?” asked Spike.

“Take me to Twilight and I’ll show you,” he answered.

“This is for your conquest of Equestria, isn’t it?” figured Spike. “That’s what all this has been about. You were just tugging at my heartstrings to help you out, weren’t you?”

“I could have also crushed your skull in and searched at my leisure when we first met,” he pointed out. “I do like you and hope you would consider joining me, but I can see that you still don’t fully trust me. Fair enough, you have only known more for several minutes compared to the lifetime you spend with the ponies. How about a little deal?”

“What kind of deal?” asked Spike, the simple fact that he didn’t outright refuse was enough to tell Tiamat he had won him over already even if Spike didn’t realize it himself.

“Just let me do what I came here for,” he explained. He then added, “I promise no harm will befall Twilight.” Tiamat help one of his arms up and raised three fingers. “Dragon scout’s honor. And if, at any time, you dislike what I do then just say the word and I will stop. Do we have a deal?”

Tiamat held out his hand to Spike to shake on the deal. Looking at the earnest smile he had on, Spike slowly got off his chair and reached to clasp his hand. Tiamat’s grip was firm, but careful to avoid crushing Spike’s. They shook and a smile appeared on Spike’s face too.

“Follow me and I’ll bring you right to Twilight,” Spike instructed as he made his way out of the kitchen.

“I was right in thinking this would be a lot of fun,” thought Tiamat, grinning deviously while Spike wasn’t looking.

With Spike’s guidance, Tiamat was led straight to Twilight’s room, a task that would have taken the dark dragon far longer than the time he invested in befriending Spike. She was fast asleep in her bed, a slight snore escaping her maw as she slumbered upon a large plush bed with a mattress as soft as a cloud.

Quietly creeping into the room, Tiamat found more towers of books piled up around a desk with a stack of scroll paper waiting to be used. Beside the scolls was a row of ink pots and feathers neatly arranged by size. On the other side of the room was Twilight’s dresser. Right above it was a mirror with pictures of other ponies on the edges. “Oh, isn’t this cute,” noted Tiamat quietly as he looked at all the pictures, his scaly mug reflected in the mirror in the middle of them.

“That’s Twilight’s friendship mirror,” Spike whispered to him. “It’s got pictures of all her friends on it.”

Looking the pictures over, Tiamat could see among the ponies there was other Alicorn Princess as well as a number of other ponies. Judging from the backgrounds, they were ponies not just from Ponyville, but at least a couple other locations in Equestria too. Looking back down on her dresser, Tiamat saw a framed picture of Twilight and five other ponies. Spike was also in it, though from a separate picture that was taped onto an empty spot. “Who are the five ponies in this frame?” asked Tiamat, already certain he knew from everything he had learned from Chrysalis.

“Those are all of Twilight’s closest friends,” Spike answered and pointed to each one as he named them. “Pinkie Pie, Fluttershy, Applejack, that’s Rarity, the one I was talking about earlier, and, finally, Rainbow Dash. Oh, and yours truly, of course.”

“Were you added in because you were the one taking the picture?” wondered Tiamat and could see from Spike’s expression that wasn’t the case. “Uh, nevermind. Just stay there and watch as I work my magic.”

Spike nodded and waited by the door, feeling a bit nervous about whatever Tiamat was about to do. He also couldn’t help glancing over at the framed picture after Tiamat’s comment about it. With a silent whimper, the doubt was slowly growing larger in his heart.

“Time for a real test of the Lockheart’s power,” thought Tiamat as he slowly climbed onto the bed, being careful not to disturb Twilight till he was gazing down on her. Compared to Chrysalis and her Changelings, Twilight was somewhere in the middle in terms of height. When he removed the book on her chest she had fallen asleep reading, he saw her breasts were a tad underwhelming when compared to the size of the Daring Do novel he took away. She was in a violet nightgown that was held up at the shoulder by two spaghetti strings. On her face were a pair of square-framed reading glasses that Tiamat removed and placed gently on her nightstand. The light purple pony had a violet mane with a pink stripe in it, along with a unicorn horn over her forehead. And just like all Alicorns, she also possessed a pair of feathered wings.

“She’s quite sexy-looking for a bookworm,” Tiamat admitted as he gently ran his claws through her hair. “I wonder how much fun she’ll be.” Gently, he nudged her shoulder to help stir her from her sleep. “Wake up… wake up…”

“Huh, wha?” mumbled Twilight as she opened her eyes. The princess’s vision attempted to come into focus at whoever it was that had awoken her. “Sp-Spike?” she yawned, seeing a draconic shape on top of her and instantly thinking of her number one assistant. “Is that you?”

“Not quite, my little pony,” Tiamat grinned as her vision cleared up and she saw the black dragon looming over her. Brandishing the Lockheart in his claws, Tiamat gazed deeply into Twilight’s eyes and watched as the power took hold of her before she could even put up a struggle. “There we go. How does that make you feel?”

“It makes me feel happy,” she answered as her cheeks turned pink with blush. Tiamat drank up her expression as she began to get filled with desire and suddenly wrapped her arms around Tiamat’s neck as she pressed lips to lips.

“Holy guacamole!” cried Spike seeing Twilight making out with Tiamat. He rushed over to her side, barely certain of what to say. “Wh- How- Why? What did you do to her?”

Spike had to wait for their locked lips to come apart for an answer, all the while he couldn’t stop staring, not that he disliked what he saw. It was undeniably hot and something the young dragon had yearned to do every since he had first developed his crush on Rarity. When their exchange of saliva ended, Tiamat smirked and said, “Now that’s a REAL kiss.”

“I can see that,” nodded Spike. “Now tell me, what have you done to her? And how is this supposed to help you conquer Equestria?”

“A little magic is all,” he explained while not referring to the Lockheart around his neck. “And. in this case, it doesn’t, but what’s the point of a plan if you don’t leave yourself some time to fuck around? Besides, you don’t seem opposed to it, otherwise you’d have stopped me by now, right?”

“I-I was just in shock is all,” Spike attempted to counter.

“Right,” grinned Tiamat. “And that’s not your dick poking out showing how turned on you are by what you see.”

“N-No it’s not!” cried Spike, covering over his crotch with his tail like that would make Tiamat forget his obvious stiffy.

“No need to be shy,” Tiamat assured Spike as he sat on the side of the bed while Twilight got out from under the covers and eagerly hugged his waist while her head leaned in towards his crotch and began licking at his slit, helping to urge the black dragon’s cock out. Seeing this, Spike couldn’t help gritting his teeth in frustration.

Murrs of bliss came from Tiamat’s maw as his cock emerged from its sheath, quickly putting Spike’s partially concealed length to shame before it was even fully erect. Tiamat then gripped Twilight’s nightgown and pulled it off of her, leaving her in nothing but a pair of frilly pink panties. Seeing her so bare, her assistant couldn’t keep from drooling and growing more and more envious of his new friend as Twilight moved to sit on Tiamat’s lap. Reaching towards his crotch Tiamat let her do as she desired, rubbing his balls while sucking on his dick. Meanwhile, the big dragon was now using his claws to grope Twilight’s breasts, doing so enough to make her moans vibrate on his dick and further stimulate the pleasure.

“F-Fuck!” cried Spike at the sight he was seeing and unable to keep himself from gripping his dick to fap himself off.

Hearing his outcry, Tiamat smirked. “Oh, Spike,” he told him. “That simply won’t do. If you are going to get off then you should have this mare’s mouth help you out with that. Trust me, she’s got more magic than in just that horn of hers.”

“B-But she’s doing you right now,” Spike pointed out.

“I still intend to get plenty out of her, but it looks like you need some emergency mouth-to-dick asap,” he told the timid dragon. “Trust me, it’s stuff like this that turns all draglins into real dragons.”

“I’m plenty a dragon,” Spike argued. “Got my wings and everything.”

“Twilight,” spoke Tiamat soothingly into her ear. “How about letting Spike here in on the wonderful gift that is your maw.”

“Anything you say, Master,” she told him after removing his dick from her maw. Turning to Spike, she looked at him with the same lustful gaze she wore whenever she saw a first edition book up for sale. A mystical purple glow radiated from her horn and then the same glow surrounded Spike as he was caught in her levitation spell and brought over towards her. Spike flailed about, unable to grab onto anything as he was brought closer to Twilight who was sliding her tongue across her lips to wet it for the task that had been presented to it. The Alicorn Princess was even able to move him forward, pelvis first and restrained his arms and tail from covering over it all at the same time. Sweating nervously, Spike was helpless to do anything beside watch as she continued to lick her lips with the eagerness to suck him off. Seeing this made Spike’s cock throb a bit in excitement while the rest of him was still attempting to process how he ended up in such a situation. Before he could come to grips with it, Twilight opened up for his member and let it slip in halfway before wrapping her lips upon it and began to suck him off. Tiamat watched with delight, groping Twilight’s breasts from behind as he enjoyed the rite of passage he was bestowing onto the timid, purple dragon.

The sensation of her lips clamp onto his dragonhood and her tongue slide across its underside, Spike whimpered for a moment, still tense at what was happening, but his worry quickly melted away as he started to feel the pleasure as the Alicorn Princess sucked on his length as she bobbed her head back and forth, managing to take his full length into her mouth with ease. “Feeling better, champ?” snickered Tiamat as he saw the drunken smile that appeared on Spike’s face as he just let Twilight do her thing and he placed his claws on her head to help lock himself in place. Looking up at his new friend, Spike nodded and moaned with bliss as Twilight didn’t let up. “Virgins look so adorable when they experience their first real taste of pleasure,” Tiamat joked. “Not that you’re the one doing the tasting, but I bet you are happy to finally get to experience lust being satisfied by something other than your own claws.”

“Oh, it’s much better,” nodded Spike as he rubbed Twilight’s head and ran his claws through her hair. She then gave his sac a grope and urged more moans of euphoria out of him. “Wish, I knew about this forever ago. How’d you even get her to do all this? Is it another dragon thing? You’ve gotta teach me.”

“I’m afraid that’s gotta remain a trade secret for now,” Tiamat replied. “But I’ll be happy to give you some pointers for how to fuck good. How’s that sound?”

“Better than the sex ed that Twilight was trying to teach me,” joked Spike at first, but then he shuddered, a tell that it was anything but an enjoyable experience. “I take it, your lessons are more… interactive?”

“No better way to learn about sex than to experience it,” smirked Tiamat as he patted Twilight’s head. “That’s enough sucking for now,” he told her. “You’re gonna help me by being my teaching aid.”

“Should I grab my flash cards?” asked Twilight as she removed Spike’s cock from her maw, a strand of pre hanging from her lip.

“No, that won’t be necessary,” Tiamat chuckled. “Just relax and let me teach. Ready you two?”

“Oh, yeah,” nodded Spike and Twilight also shook her head.

“Then first, take off those panties,” instructed Tiamat. “Do it nice and slowly to really enjoy it.”

“I know I’m going to,” drooled Spike as he gripped the frilly fabric and gently slid it down Twilight’s waist, exposing her pussy, already moist with desire.

“Looks like you’re an eager girl,” teased Tiamat as he rubbed a finger over Twilight’s pussy, getting it sticky with her juices and urging more murrs from her maw.

“Uh huh,” she nodded looking up at him. “I’m ready so fuck me please.”

“It’ll be your reward for helping with this lesson,” he promised her. “But you’ll be having fun all the way through. Now, Spike, she showed you what she can do with her tongue. Let’s see what you can do with yours.”

Holding onto Twilight’s thighs, Spike leaned his head towards her crotch and sniffed it, picking up the scent of her lust mixed with her regular fragrance for a strangely pleasing mix. It encouraged him to press his muzzle against it and breathe it in deeper before opening his maw to let his tongue out and glide across her pussy to lap up the fluids that had leaked out from it. His gentle tongue tickled her with pleasure and made more of her lust leak out for him to partake in. Both enjoying this lesson, Spike held tight to Twilight’s ass while she held his head down, neither wishing for him to stop. The mutual desires made Spike grow bolder to push his long tongue between those lower lips of hers. The feeling of being penetrated, made the Princess of Friendship moaned with bliss, showing how much she loved what her number one dragon was assisting her with.

“Oh, Spike,” she murred with delight. Seeing her so aroused, Tiamat couldn’t help join in by groping her breasts some more to make her wail louder. “Oh, my body… feels so… so goooood…”

“As you can see,” continued Tiamat not sure if either was listening while enjoying their hands on approach to sex ed. “Sex done right is such a wonderful thing that it can override even the most rational of minds and leave them as nothing more than a lusty slut.” He had barely finished saying this when Twilight had leaned over to Tiamat’s cock one more and resumed sucking it, the lust as overpowering as he claimed. “Mmm, if you’re trying to get extra credit from me, you’d best suck harder, slut.”

“Mmm,” Twilight moaned as she attempted to take his cock all in her maw at once, a task far harder to do than with Spike’s more manageable length. The overachiever had to practically force it down her throat, a noticeable bulge showing that she was able to do just that while being filled with pleasure on another front of this orgy. As Spike’s tongue worked it’s magic on her, she did the same for Tiamat bringing him to as much a desired climax as he opened his maw and let out from flames and he moaned with ecstacy while filling her maw with seed.

“Fucking good girl,” praised Tiamat as embers escaped his maw. He gently petted her head as she released his cock and gulped up his seed. “You get an ‘A+.’”

“An ‘A+!’” Twilight cheered.

“And now for one more lesson for Spike,” continued Tiamat. “Time to take your tongue out and put your dick in. Let me see you fuck her good.”

“O-Okay,” panted Spike as he got on top of Twilight and positioned his cock against her pussy. It twitched eagerly as his heart raced with excitement for what was to come. With a single thrust, he shoved his dragonhood into Twilight’s vagina, feeling the wet mixture of saliva and desire coat it.

“That’s right, champ,” encouraged Tiamat. “You’re in, but it’s what you do now that’s the real test. Now start humping her.”

“R-Right,” nodded Spike as he started to hump Twilight, slowly and gently pushing in and out of her, his heart racing over the wondrous, new sensation.

“Good, now faster and harder,” Tiamat instructed him. “Show her your lust. Give her all of it!” Obeying Tiamat, Spike held onto Twilight’s shoulders and began shoving his cock in more forceful, feeling his balls slap against her crotch as he did. “That’s it,” his sex coach encouraged Spike. “You’re embracing the lust just like a real dragon.”

“I-I am a real dragon!” roared Spike as green flames spewed out his maw, almost hitting Tiamat, but he was able to shield himself by holding his hand out in front of it.

“First time you convinced me you were,” thought Tiamat, a toothy grin on his face face as he admired his handiwork.

Humping as hard as ever, Spike’s cock pulsed as it neared its climax and Twilight’s pussy was too. The euphoric princess moaned with delight, barely able to concentrate to utter more than a few words at a time. “Oh, Spike,” she begged. “This feels so good! More! Harder! Faster!”

“She’s such a slavedriver, isn’t she,” joked Tiamat.

“But this time I don’t think I mind it,” grinned Spike as he moved his claws from Twilight’s shoulders to her breasts and gave them a squeeze as he pounded her with every ounce of strength he could muster. Twilight helped too, gripping onto Spike’s shoulders to help with the pounding. The bed groaned and cries of bliss rang out as they felt themselves on the verge of cumming. Then with one final thrust in, Spike roared out, spewing more flames as he climaxed into Twilight while Twilight could feel her own orgasm erupt forth. All those sex juices filled up Twilight and then overflowed onto their crotches and onto the bed, getting onto the blanket. After that, all the noise and action between the dragon and his princess came to a silent standstill, like a shocking moment in a play that would end with the music instantly stops at the same time the lights are extinguished.

“Bravo! Bravo,” applauded Tiamat as they finished and slowly pulled out, more seed oozing out onto the bed and onto their thighs as well. “What do you do for an encore?”

“An encore?” groaned Spike looking as limp as his cock was becoming. His body was soaked in sweat and his chest throbbed noticeably where his heart was pounding a mile a minute. “I’m all fucked out now. I can barely even lift a claw.”

“Guess that amount of sex is the best a first time man can muster, but pretty soon you’ll be able to go all night, sexing to your heart’s content. How’s that sound?” Spike didn’t answer. The ex-virgin was already curled up on the bed, trying to get some rest. Instead, Tiamat turned to Twilight. “How about you? Are you ready for your reward for being such a good helper?”

“Yes, please,” she nodded, looking at his rock hard dick and was already adjusting to slide her messy pussy onto it.

“Then let’s give you one more fucking for tonight and then… you can help me with a little something I need from you.”

“Anything you want,” she promised him as she felt his cock squeeze into her pussy, his endowment already getting her murring with lust.

“Everything I want,” corrected Tiamat with a greedy gaze as he pushed his length all the way into Twilight, giving her a mix of pain and pleasure to take such a huge thing inside of her. Then without hesitation he began to fuck her, the bed creaking and shaking even more violently than before form his power alone. Twilight moaned her loudest yet, forcing a half asleep Spike to cover his ears against it to no avail.

“This won’t take long, Spike” promised Tiamat as his climax was already fast approaching as was Twilight’s once more. “You gave me a great show and you have potential. I hope this all helped sweeten my offer to you.”

“It might,” he yawned as he tried to doze off, but another squeal of bliss from Twilight shocked him awake and made him fumble off the bed with a thud.

“Oh, sorry,” apologized Tiamat as he pulled out of Twilight with seed oozing off his dick post climax, adding another glob of mess onto the bed between the purple pony’s legs.

“I’m used to it,” groaned Spike getting up. He took a look at Twilight’s bed and could see the mess they made of the blanket with all their sex juices getting all over it. “We sure were busy.”

“Think you can clean the mess up?” asked Tiamat with an embarrassed smile. “And point me to the nearest bathroom. It’d be best to remove any trace that I was here.”

“Next door over,” answered Spike as he gestured to the door behind his back. All three hurried to go clean themselves up and then a half asleep Spike hurried back in and quickly pulled off Twilight’s blanket to replace it with an identical, clean one.

While Spike did this, Twilight led Tiamat to her private study. Unlike the other doors in the castle, this one had been altered and lacked even a doorknob. Pushing against it, Tiamat found it couldn’t be opened by pushing it and he could feel the tingling sensation of a magical barrier protecting it from being broken into with brute force.

“There must be something very important in here if you are keeping it so well protected,” smirked Tiamat with intrigue. “Open it.”

“Right away,” she nodded and used her magic, dispelling the barrier and undoing the locking mechanism on the door. After hearing a clicking noise, the door was unlocked. Trying to open it once more, Tiamat succeeded this time. As he expected, it was filled with tons upon tons of books. However, unlike the number of other books that he had seen stuffed into every nook and cranny in the castle, the books here appeared to be related to the darker side of magic. He read titles like, “Creatures of Darkness and the Shadows they Dwell,” “Black Magic Through the Ages of Equestria and Beyond,” and “The Compendium of Curses, Hexes, and Voodoo.”

It all appeared to have potential, but hardly something that Tiamat had time or interest to go through to find something he could use. But seeing how studious a pony Twilight appeared to be, the dark dragon was certain she’d be able to help him find just the thing he needed. He was about to ask her, but then he noticed something else that caught his eye. “What do we have here?” wondered Tiamat as he saw a chest beside a writing desk and could almost taste the secrets that were likely hidden within.

“It’s my secret research,” answered Twilight. “In here is where I’ve done studies that I haven’t shared with anyone else. I haven’t even uttered a word of it to Celestia.”

“Oh, it must be unbelievably important research if you have to be so secret about it,” commented Tiamat. He could hear the partially opened door behind them creak as Spike slipped in, likely a result of his own curiosity for what was in this otherwise locked room. “But surely, you let your number one assistant, Spike, come in here to help you out.”

“No,” she answered quite bluntly and in such a quiet room her voice sounded a lot harsher than she meant it to be. “The stuff I’ve been researching is too dangerous to let even him know about.”

“It’s not because he’s a dragon or anything like that, is it?” questioned Tiamat as he scratched his chin, determined the drive that wedge between them till their bond was severed.

“Just possessing this knowledge is dangerous,” she answered. “If he were to let even a little of my research slip out, it could have terrible consequences, but as for being a dragon, I do have my worries about that as well. Spike isn’t the baby dragon he once was. I can’t control him like I used to and over the more recent years he’s begun to explore what it means to be a dragon.”

“Oh?” wondered Tiamat as he could see Spike standing there in shock at what he was hearing. “Do go on.”

“When Celestia gave Spike to me, it was to see if dragons could be capable of living among ponies. It worked out fine while he was young. Back then, it was easy to manipulate him. I made him into my little helper and conditioned him to rely on me for survival, like a parent-child relationship. It was a pain a lot of the time when he got too clingy, but it was a project given to me by Princess Celestia and I’d do anything for her. The problem now is that Spike’s finally matured into a grown dragon and with that comes a desire for independence. I don’t know if I can keep a leash on him like I used to. If Spike chooses to fully embrace being a dragon then he might finally become too much for me to handle. I might be forced to send him away or worse if he proves to be a danger to ponies. I’d hate to disappoint Celestia, but she’ll understand and respect my choices and let me do what I must.”

“Such a shame,” commented Tiamat. “It’s like he’s a failure of an experiment.”

“No experiment is a failure so long as you learn something from it,” replied Twilight as Spike was curled up sobbing from what he had overheard. “It just means we need to make necessary adjustments to future attempts and see if we can achieve better results.”

“Right, well, about the research I was curious about,” Tiamat changed the subject, satisfied that Spike had been heard enough. “Is there truly something that can oppose the Elements of Harmony?”

“I believe so,” nodded Twilight as she opened the chest and pulled out a book with a number of pieces of paper sticking out of it as bookmarks. A title had been magically inscribed on the cover that read, “Elements of Discord.” “There are still variables to consider like the users and the current state of the Elements that can dictate which is stronger. Even outside factors like the state of Equestria might influence them, but more or less they should have power to rival one another, which makes sense since they are both two sides of the same bit. You see, when Starswirl the Bearded and the other Pillars planted the Tree of Harmony, they thought they were only creating hope for the future, but what they didn’t consider was that for every action there is an equal but opposite reaction. When they created light, a darkness was also born somewhere else.”

“The Elements of Discord,” figured Tiamat.

“Exactly,” she nodded. “I cannot say for certain where in the world they sprouted up or whether they were all brought into being in one spot or separate ones, but after a thousand years time one can only imagine where they all ended up or what forms they had taken. If they are anything like the Elements of Harmony, they likely grow and evolve over time as things around them influences their power.”

“Very interesting,” contemplated Tiamat as he rubbed the Lockheart in his claws. “I wonder how such things could influence this little trinket of mine.” Seeing great potential in these dark elements, Tiamat picked up her book to look it over. Flipping through each page, the amount of writing was enough tiny writing to make his head spin. Just trying to read it, he could barely make sense of some of the vocabulary she used and some pages were written in a language that he couldn’t even begin to understand. “Very confusing. I’m gonna need some help to decipher what you wrote in here.”

“Of course,” she answered before starting to groan and rub her head. “Ugh… my head… what… have I… been… doing?”

“Crap,” realized Tiamat as the power of the Lockheart was wearing off. “I thought it would have lasted longer than this.” He attempted to put her under his spell again, looking deeply into her eyes, but it wasn’t working and Twilight was slowly coming back to her senses. In a panic, Tiamat turned to run before Twilight could think straight. Grabbing Spike, still in a stupor, he hurried out and hid them both in the nearest room they could enter into, the kitchen he first met Spike in. “Damn that was close.”

“You were right,” sighed Spike. “I was just a pet project to Twilight.”

“I’m sorry to hear that, but to be fair,” admitted Tiamat. “I doubt she was fully in her normal mindset so it might not have all been true.”

“Maybe, but it’s something that I’ve always wondered,” replied Spike. “Why was I here? For a while I thought it was because when Twilight became a princess there would be a greater purpose in it for me too, but I remained the same. Then she got her own castle, but nothing changed for me… correction, I had about ten times as many rooms to clean than before. If I’m going to change then I have to take my future into my own claws.”

“Does that mean,” wondered Tiamat already certain he knew what Spike had decided.

“Yes,” nodded Spike confidently. “I’d be happy to aid you in your conquest of Equestria and if it’s half as fun as what we just did then I know I’m going to enjoy it. Sure beats the heck out of all the research Twilight has me doing. So, what’s my first assignment? Who do I have to fuck first?”

“Easy there, champ,” chuckled Tiamat. “It’ll take a hell of a lotta sex to dominate Equestria, but that alone won’t be enough. We’re going to need allies and lots of power. I’ve already started by taking over the Changeling Kingdom before recruiting you.”

“You got the Changelings?” gasped Spike and Tiamat smirked as he patted his crotch proudly. “Wow, you are good.”

“Heh, years of practice,” he bragged. “But we’ll need lots more as well as to find those Elements of Discord. Twilight has notes on them, but I doubt I’d be much good figuring out what any of it means.”

“So you want me to do research on Twilight’s research,” figured Spike. He gave a warm smile and nodded. “Sure. I can do that.”

“And if you can think of any ponies who could assist us in our endeavors,” he added. “But we’ll need an effective way to communicate such information. I suppose I could send a Changeling over here to give and take scrolls between us, but it’ll be terribly inefficient.”

“Well, we can just send mail with our fire breath,” explained Spike. “You just gotta think about who you wanna send it to before setting the scroll ablaze and it’ll be sent there in a stream of smoke and eventually materialize as a fiery belch.”

“Sounds like an entertaining way to keep in touch,” chuckled Tiamat. “Send me a letter tomorrow and I’ll try sending you one back.” He then handed Spike the book on the Elements of Discord. “And do your best to translate this into something I can understand. Other than that just keep acting like things are normal. I’ll give you the word when I need you for anything else. Also, keep on working on your sex. When the time comes to use the magic rod of yours, you’ll need to improve your endurance.”

“You got it, Tiamat,” smiled Spike as he looked down at his crotch, his cock back in its sheath and not likely to be ready for more action for a while longer.

“Please, call me, ‘Tamati,” he replied patting Spike on the head. “My second-in-command thought it up and it’ll be the name of the ruler of all of Equestria soon.”

“Spike?” called Twilight rather woozily. “Are you in here?”

“Uh, oh,” gapsed Spike. “It’s Twilight. You better…” Spike turned to Tamati, but he was already gone from sight. “...hide… He sure can move for such a big dragon.”

“Spike?” Twilight called again looking very frazzled. She let out a yawn and walked in rubbing her jaw. “What are you doing in the kitchen? You know you are supposed to be on a diet.”

“Uh, sorry,” apologized Spike, keeping the book hidden behind him as he kept Twilight’s attention at the bowl of gems beside him on the table. “I got hungry and a little snack every once in a while can’t hurt.”

“I’m not in the mood for this,” she groaned. “My jaw is sore and so is my… I’m just very sore and for some reason I was standing in my private study. I don’t even remember how I got in there.”

“Well, you’ve heard of sleepwalking,” suggested Spike. “Maybe you were sleep… researching… maybe?”

“Maybe,” she yawned again too tired to really care to think about it. She ran her fingers through her messy hair, pulling out a few tangles as she did. “Just put everything away in here and then go to bed. I’ll let your little fun slide tonight, but I don’t want it happening again, do we have an understanding?”

“Dragon scout’s honor,” promised Spike.

“Good,” yawned Twilight as she turned to leave for bed.

“I’ve discovered something much more enjoyable to do at night anyway,” Spike cackled deviously.

It was well past midnight as Chrysalis waited beside her king’s throne for his return. With every hour that passed she grew more and more concerned that something had gone wrong and her beloved master might never come back. Her head was filled with all sorts of horrific images of what may have befallen him.

“Oh, what if he got hurt,” she cried as she started to pace back and forth nervously. “What if there was a battle and he got injured, or maybe he got banished to limbo. Or worse… what if he took a cake to the ass!” Pausing for a moment, she blushed at this thought and drooled a little. “Actually, that sounds rather delicious.”

“Maybe for your birthday,” Tamati told her as he entered the throne room with a look of triumph on his face.

“Master!” cried Chrysalis with delight as she hurried over to greet him, hugging him tightly at his waist and rubbing her head against his chest. “I was worried.”

“Oh, ye of little faith,” he spoke to her kindly, being very gentle as he rubbed his claws through her hair. “There is not a force in this world or any other that will ever stop me or my ambition. Like my lust, it is without limit.”

“I know it is,” she murred, having started to fondle his package eagerly with one hand while the other continued to reach around him to grope at his ass. It was already getting him aroused and his dragonhood started poking out and prodding Chrysalis's chest.

“Heheh, I think you might have missed my cock most of all,” he chuckled.

“As one of your harem, Tiamat,” she told him. “It is the part I am in service to the most.”

“I can’t deny that,” he admitted as he reached down and lifted her up to be eye level with him. “And I bet your are eager to experience more of my lust aren’t you, my darling, lil, love bug.”

“Yes,” she nodded looking as hopelessly infatuated with him as ever, the Lockheart’s power on her still in effect despite being so far from her for several hours while Twilight had managed to come to her senses in barely any time at all in comparison.

“Well, for all the help you’ve given me, I must reward you,” he told her, his words only adding on to her excitement. “How about about I give it to you atop the hive. There’s a full moon out and I bet it’ll be very romantic up there.”

“I’d love to,” she nodded, wetting her lips as she leaned in for a kiss. Tamati met her halfway and accepted her lips, locking his to hers as they embraced with a passionate kiss. Chrysalis hugged around his neck tightly, like she was hoping that holding on could make this moment last forever. Unfortunately, like all good things it had to end, but she still knew there was plenty more fun to come.

“Oh, and a new ally of ours has given me a new name to go by,” he told her post kiss. “Tamati. Please, call me this and make sure all the Changelings in the hive know to call me that from now on.”

“I will, I promise, Tamati,” she replied. “But for now can’t we…”

“Just relax and let me carry you,” he answered without needing her to say anymore. The two then proceeded towards the nearest way out of the hive.

“Looks like we’ve already begun replenishing our numbers,” one Changeling said to his two friends.

“It’s because of that dragon that barged in here the other day,” one of the others replied. “He came in and had sex with every female here like he owns the place.”

“He’s sitting on the throne and even Chrysalis is bowing down before him,” whimpered the third. “Are we sure that he isn’t the one in charge?”

“I might be willing to grovel and fear our queen, but no way in Tartarus am I going to be licking those scaley feet of his.”

“That’s fine,” Tamati spoke approaching the Changelings as he carried Chrysalis. The trio turned nervously to look, getting distracted momentarily by the black dragon’s hard on, before managing to take their eyes away and look up at his face. He had on his usual smug grin as he continued to speak. “My feet are reserved for my harem anyway. But onto another topic, it seems my takeover has already become the latest gossip, and you don’t seem content by it. Do you not like your new step daddy?”

“Y-You are not our father or our king,” hissed the one Changeling attempting not to appear frightened, but Tamati could see through him as easily as looking through one of the many holes on his body.

“All hail King Tiamat,” the other two nervously chanted as they hoped to avoid whatever wrath their friend was likely bringing upon himself.

“He goes by Tamati, now,” Chrysalis informed them and they quickly amended their chanting.

“Admittedly, I did not bother spending any time with the males of this hive,” spoke Tamati as he sat down on the ground and crossed his legs.. “So, tell me, what are your names?”

“Biggs!” “Wedge!” the two more fearful Changelings answered right away. The one who identified himself as “Wedge” was hugging Biggs too tightly as the later was struggling to pry him off to no avail.

“Ok, let’s see,” said Tamati as he attempted to try and commit this information to memory. “Biggs is the one with the one with the green eyes and wings, also a tad skinny. Wedge has blue eyes and wings, noticeably overweight and has a bit of a hugging problem.”

“I’m not f-fat,” he argued. “I’ve just got an abnormally large thorax and I don’t have a problem hugging.” After saying that, Biggs managed to start wiggling free of his grip only to be stopped by Wedge’s teary eyes. “I need more hugs.”

“How badly did that yellow pony scar you?” Biggs questioned Wedge, sighing as he let Wedge hug him some more.

“She made me realize I don’t have to be afraid to express how I’m feeling,” he whimpered and blew his nose on a handkerchief.

“Can I express that I’m feeling very uncomfortable about all this?” Biggs replied trying once more to get free, but Wedge had managed to make his hug even tighter than before.

“Uh… okay, and what about you?” asked Tamati to the last Changeling still attempting to act like he wasn’t equally afraid of him.

“It’s Cid,” he answered very simply.

“So, Cid,” repeated Tamati. “Yellow eyes and wings, a bit more muscular than these two and if I’m not mistaken a small scar below your eye. Now, let me see if I got this down.” As he named them all, he pointed a claw at each of them. “Biggs, Wedge, and Cid.” After finishing, they gave him a little nod to confirm he got it right. “Now that we’re acquainted, I have a job for you three.”

“What is it?” asked Cid.

“I’ll need some able Changelings to remain stationed at the birthing room to keep an eye on those currently in labor while they are resting. If Changelings do give birth as quickly as I was told then I’ll need someone to be there and keep an eye on things and take care of the first batch of new Changelings once they hatch. I trust I can count on you three to handle this.”

“Very well,” agreed Cid after a moment of thinking it over. “Our duty is to the hive so we’ll do as you say, but not for your sake.”

“Is that so?” smiled Tamati bending down to boop Cid on the nose with a claw. “I must admit, I like your spunk. Keep up the good work.” Tamati then walked past them with Chrysalis still nuzzling against him in his arms, eager for the fun they were about to have.

“Guess we’re heading over to the nursery,” Cid told his two fellow Changelings.

“Sounds fine to me,” groaned Biggs. “Could you do something for me as well? Do you mind prying this guy off of me? He’s crushing my exoskeleton.”

“Come on,” Cid told Wedge, carefully prying his hands off of Biggs. With a bit of patience to know when to be gentle and when to pull, he managed to free Biggs, but after doing so, Wedge instantly latched onto him instead. “Seriously?”

“Maybe I have a little problem,” admitted Wedge to Cid’s chagrin.

“Care to give me a hand here, Biggs?” asked Cid, but he was already running on ahead to the nursery. “Freedom! I’m finally free!”

“Why do I get the feeling I’m going to be stuck with these two for a long time?” Cid groaned.

“It’s really beautiful out tonight,” admitted Chrysalis. “Normally, when I see such a brilliantly lit night I would think it a perfect time for a love raid, what with our dark bodies easily blending into the night while all those brightly colored ponies would stick out like a sore thumb.”

“You just finally have someone to share this moment with,” smiled Tamati as he gently stroked her cheeks and then glided his claws down her body, cupping her breasts in his hands and giving them a gentle squeeze. Chrysalis blushed and murred, loving how gentle he was when it was evident how rough he could have been. “Are you ready?”

“Uh, huh,” she nodded, removing her green dress and taking off her bra and panties to expose her body to the horny dragon once more. She sat a bit shyly, sitting with her knees blocking the view of her body just below her neck. “How do I look in the moonlight?”

“Your beauty is glowing brightly, my little firefly,” he answered and gently pulled her legs flat against the ground, making her lay her back down against it too. Looking in her big, green eyes, Tamati could see the moon reflected in them and smiled as he nuzzled his head against her breasts and licked at them. Chrysalis giggled, reveling in the pleasure of each lick that was given to her. He finished there by giving her breasts one smooch each and then proceeded down her chest stroking her body as he did.

“This is a very nice reward,” she murred, the feeling of his claws gently feeling over her body, making her body squirm from how wonderfully it tickled her. She reveled in the joys of the flesh and Tamati was happy to keep it up, filling her with a blissful pleasure she had never been able to experience before as she had always remained on guard even with the aid of the Lockheart. Now, in the presence of a creature many times more dangerous than any of the ponies she had mated with, she was at ease enough to let his sharp claws run across her soft flesh without a care in the world. The only thing she could think to say after a few minutes of his pleasurable tickling was, “You have magical claws.”

“Glad my technique pleasures you,” he spoke softly, as he gently pressed a claw just over her crotch. Looking down, he could see her pussy was eagerly awaiting it’s turn, already leaking desire like a jewel tempting Tamati to take it. “Only the best for my love bug.”

Overflowing with excitement, the former Changeling Queen spread her legs, more than ready to give herself to her beloved king again and as many times as he would want. Seeing the open invitation, Tamati dragged his claw to the hole and teasingly traced around it. The former queen murred and tried to help guide his claw into her pussy, but he kept it circling the edge playfully.

“Oh, you tease,” she laughed and he chuckled warmly too. “Never a dull moment with you, is it?”

“That’s what makes this so enjoyable,” he told her and decided to finger her for real now. Adding in a second claw, he slowly shoved them into her vagina as deep as he could get them and then carefully pulled out with the ease of her juices acting as a lubricant. He repeated this a few times, listening to her moan with bliss as he worked to find the sweet spot that filled her with the greatest of pleasures. Once he found it, he kept on striking that spot, flooding her with pleasure and showing off just how magical his claws were. Pre ooze out of her more rapidly as he quickly brought her to the brink, but the dragon was careful, making sure not to let her climax early.

When her crotch was soaked with lust and the slightest touch was enough to send her murring, the master of sex felt she was ready to be fucked. Tamati pulled his claws out slowly and looked at the juices they were soaked it. Bringing them to his maw, he licked his digits clean and smiled. “Such delicious nectar. Now, time to fuck.”

“Oh, yes, my king,” she moaned like he had already begun. It was at this time, a Changeling flew her way towards the hive. She had pink eyes and wings and while most life seemed to wither in the presence of Changelings, feeding off even the very life of the land around them, she had a daisy on her left ear that somehow managed to avoid such a fate. Reaching the top of the hive, she saw Tamati and even more shocking, she saw what was happening to her queen.

“Wh-What in the world is going on?!?” she cried, Tamati not too fixated on sex to not hear her. He turned to look with a grin on his face. The Changeling looked back and just like with all the others, the Lockheart instantly made her fall for the dark dragon.

“I don’t think I saw you the other day,” he spoke to her as he sat up and adjusted Chrysalis to go from laying on her back as he fucked her to sitting on his lap without taking his dick out of her. He then started lifting her up and down to keep filling her with pleasure, his draconic strength making the taste almost effortless on his part. The love bug didn’t seem to mind this and actually enjoyed the spontaneous change in positioning, especially since he hadn’t let an unexpected visitor pause their lovemaking for even an instant. “Tell me, who are you?”

“My name is Abby,” she answered as she watched Tamati pleasure her queen, watching her ride up and down on his pole, the sight of it making her horny for some action too. She rubbed own pussy, yearning a turn too. “During the retreat from Ponyville I was a straggler. My wing was injured from a flying muffin and I had to escape on hoof and lay low for a few days till I recovered. Once I did I was able to fly back the rest of the way and here I am. But if you don’t mind me asking, who are you?”

“Your new king and master,” he answered. “You may call me, Tamati. Once I am done rewarding your fellow member of my harem, I will initiate you as well.”

“As you wish, my master,” she bowed and let them resume their sex.

“How about a new position?” Tamati suggested to Chrysalis, already knowing she’d agreed with whatever he told her.

“Whatever position you like so long as my pussy gets filled with your lust,” she answered.

“You don’t know how much I love to hear such yearning for my cock,” he smirked and adjusted them, pulling her out momentarily so he could start humping her doggy style. He held onto her from behind as she shoved his dick back into her and groped her breasts. Plowing into her harder than ever while putting a fraction of his girth onto her, Tamati tested Chrysalis’s strength of body and will, seeing if should could remain on all fours while he filled her with ecstacy. Tamati made it even more difficult for her to resist as his claws firmly groped her breasts, and gave her all the love she could stomach. Her arms shook and her legs quivered as she felt her strength falter with each new burst of pleasure he pounded into her. The love bug’s lust oozed out every time he pulled his cock out, showing how close she was to cumming and resisted, knowing she’d collapse if the high hit her and bring all this to an end. “How is this? Does my love bug love this?”

“Yes!” she wailed as he slowly pushing in again, her body spasming a little from the overwhelming pleasuring that wanted to finally burst free, but she restrained it. “It’s wonderful! So fucking wonderful! I don’t want it to end.”

“Then let’s see how long you can last,” he cackled enjoying every minute of this as much as she was. He could feel his own climax was near, but he held it back too, planning to unleash it the second she reached her limit.

In and out he repeatedly went and each time, Chrysalis wailed with delight. Her body could barely remain standing and only was out of what little willpower that was still being chipped away with each thrust of his dragonhood. It was too overwhelming for Chrysalis to catch her breath before she exhaled another moan. But try as she might to make good on her claim to keep it going forever, her strength reached its limit and as he gave one her last good thrust, she climaxed. Following through with his plan, the humping dragon finally allowed himself to cum into her too, shooting his hot load into her before she collapsed to the ground, pulling off of him and getting a few more shots of his seed on her back.

“My king,” she said blissfully before slowly drifting off to sleep.

“Goodnight, love bug,” Tamati whispered to her and planted a kiss on her cheek. “I will return you to your chambers soon, but first, I must take care of… Abby was it?”

“Yes, my king,” she nodded looking eager for her turn after what she had seen.

“Time for your initiation,” he told her to her excitement. “And perhaps, you can help me test out the power of the Lockheart some more. I have seen some extent of its power, but I would like to hopefully learn a bit more. Think of it as being my guinea pig.” Saying this, Tamati chuckled at the thought of her turning into a guinea pig to be one in both the literal and figurative sense and then before his eyes, Abby actually did transform into one. “Uh, it was a figure of speech. I didn’t say you had to transform.”

“I, uh, didn’t do it intentionally,” she admitted. “It just sort of happened.”

“It did?” he asked actually taken surprise by this. “Then did I… do it?” As he contemplated this possibility, Tamati tried to think of something random for her to change into. He thought of a palm tree, didn’t utter a word about it and, sure enough, she turned into one just as he had imagined. His mouth was agape as his suspicions were getting confirmed and, quickly, he started to think of more things for her to transform into and watched as Abby turned into Chrysalis, Twilight, Spike, and then himself. “And you aren’t doing this at all?” he asked for confirmation.

“No,” she shook her head. Tamati couldn’t help chuckle as he had a conversation with himself. “I am not sure what is happening.”

“Heheh, it seems I don’t just have a hold of your heart,” he grinned as he approached his doppleganger, his cock getting hard from this new discovery. “I have control over the abilities of those in my harem and in the case of Changelings like yourself, I can even make you shapeshift to my will.”

He approached Abby with a lustful look in his eyes as his mind went to work. Still in his form, he gave his normally toned chest a lucious set of boobs, melons too large to even fit in the palms of his sizeable claws. He made his face more feminine with fuller lips and bigger eyelashes. Next to change were his hips, making them wider to go along with a more robust and gropable ass. It all went perfect with the final change he made, swapping out the dick to a pussy just the right size to fit his cock like a glove.

“So that’s what I’d look like as a female,” the erotic dragon salivated and walked around his creation, poking prodding and groping it to his heart’s content, barely able to keep from fucking his doppleganger without sniffing the musky roses first. “Heh, call me conceited, but damn I’m fucking hot.” He gave his look-alike’s rear a slap and squeezed her breasts, barely able to restrain himself.

The wondrous feelings of him touching her body along her magic being so forcefully and lustfully used radiated pleasure to the Changeling, her pussy dripping pre between her legs. “M-Master!” she moaned with bliss. “You are like a God of Pleasure!”

“Like is an understatement,” he bragged as he pinned himself to the ground and thrust his penis into his female self. I AM THE FUCKING GOD OF THIS WORLD!!!” he roared and plowed her with greedy delight. “No matter how powerful the magic I obtain or the size of the army I will raise, my greatest strength will always be my lust! It will dominate not just Equestria, but this whole world. I will make it mine even if I have to fuck every pussy in this world!”

“Ooooh,” murred Abbey unable to resist while he pounded her away without pause. “Oh, fuck!” She cried out as she finally came and Tamati could feel his own climax arrive so abruptly while his normal composure had to take a back seat to his greed. Quickly, he returned her to her normal form before he filled her with his baby juice, impregnating her like he had Chrysalis and a number of the other Changelings in the hive.

Once he pumped in a few globs of seed, Tamati pulled out and sat back, his dick softening after such a quick, but wonderful sex. Abbey was out like Chrysalis after receiving such a wonderful pounding and likely to be craving more by the time she’d awaken.

“What a productive night,” Tamati panted as he gazed up at the moon. “So much gained, so much sex had, but still so much to do. I hope Spike will deliver me some information on those Elements of Discord soon, but till then…” he paused to look at the two Changelings beside him and thought of the others in the hive. “I’ve got plenty to keep me busy in the meantime.”

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