The Big One: Chrysalis

by Pinkamena666

Rating: mature
Tags: My Little Pony: Friendship is Magic, Second Person, Princess Cadance, Fetish, Romance, Porn, Sex, Queen Chrysalis, Profanity, Non-consensual, Princess Celestia, Slice of Life, Alternate Universe, Human, Twilight Sparkle, Anthro, Princess Luna
Length: 23240

IT'S ALL BEEN LEADING TO THIS! The four princesses have been preparing you to face off against Chrysalis. To get Shining Armor back you must make her want YOU. The fate of the kingdom depends on it. However, events take an unexpected turn...

Contains: M/F, F/F, M/Futa, F/Futa, Futa/Futa, Ball Worship, Body Worship, Cock Worship, Foot Worship, Incest, Large Breasts, Orgy, Small Breasts

IT'S ALL BEEN LEADING TO THIS!!! The four princesses were not only seducing you for pleasure but also to prepare you for facing off against the love bug, Chrysalis. In order to get Shining Armor back and use his shield spell to defend the kingdom, you must go to the Changeling hive and make Chrysalis want you more than Shining. The fate of the kingdom depends on it. However, events take an unexpected turn...

Features: Celestia, Luna, Cadance, Twilight, Chrysalis, and even the day and night guard!

Published 2019-05-23 21:10:02 UTC
Last updated 2020-03-27 06:00:26 UTC

Lesson 0: Rough Sex

Author's Note

PLEASE READ: I was going to wait until the fic was done to publish this chapter but since I'm super inspired for this, I'll most likely have another chapter done in a few hours or the next day. I'm actually working on the next chapter as you read this. Also I find this chapter to be kinda hot so, here's my treat to y'all!

Lesson 0: Rough Sex

You awake the next morning with a tired groan. You can still feel all the sex from last night like a hangover. A really good hangover. When you go to stretch, your right hand brushes against something. Looking to your right, you see Cadance snuggled up with you. What you had brushed up against was her hair.

You realize she's still naked and decide to take a better look at her amazing body. It was then you also feel something heavy on your leg. Lifting up the sheets, you see that Cadance still has her cock out. Blushing, you slowly reach out and place your hand on it. You are slightly more accustomed to it, not only because you have a similar one, but also from your experiences the night before. Slowly, you run your hand up and down the shaft as you find its warmth surprisingly comforting.

As you feel the flaccid pink horse cock, you hear the alicorn let out a happy groan. Opening her eyes, she smiles at you, not saying a word. You smile back at her as you slide your hand to rub the underside of her rod. The mare begins letting out soft moans as she places her hand on your chest.

"You like it now?" Cadance asks you, resting her head on your right shoulder.

Smiling, you wrap your right arm around her as you move your left hand to cup her balls, causing the mare to let out a soft gasp. "I'm getting used to it," you tell her. "I mean, it's not much different than stroking my own... It just... belongs to someone else..."

"It belongs to someone else?" She asks you with a giggle. "Does that mean you would give my husband a handjob as well?"

Blushing at the idea of joining a married couple in sexual activities, you move your hand back to rub her cock. "I think I like doing this because... it's attached to such a pretty mare," you tell her, looking her in the eyes. "I'm sure I'd like it as much if it was attached to a male."

Cadance gives a light nod. "Makes sense... So, you'd be okay with licking it if it belonged to a mare such as I?"

You hesitate, now only gripping her cock in thought. "Uh..."

"Well, your first lesson today is handling our cocks," Cadance coos. "So, you'd better get started. The others will be joining us shortly."

"Others?" You ask, feeling her rod heat up as it becomes stiffer. "Odd word for referring to the two princesses..."

The alicorn grins. "Three others..." she corrects. "Twilight's invited."

"T-Twilight?" You ask, going wide-eyed. "All four of you at once?"

"What better way to handle your third lesson?"

"Third lesson?" You ask her, wondering what the steps were.

Cadance nods, holding up fingers for each one. "Lesson one, handling our cocks. Lesson two, fetishes. Lesson three, stamina."

"Fetishes, huh?" You ask, sliding your hands from her rod to her left breast, squeezing it. "Such as?"

The alicorn smiles as she seems excited and turned on to explain this all to you. "Oh, this is the fun stuff. At least, it's my favorite stuff," she says, scooting closer so she was practically laying on you. Her cock now rested against yours as her tits pressed to your chest. Leaning in close to you, she begins explaining. "Aside from cock and ball worship which will be covered in the first lesson, I will be showing you how to worship the rest of the body. Feet, hands, butt, breasts, tongue... Oh, I'm getting wet just thinking about it all."

She was right. You can feel something wet on your rod. "I can feel it..."

Then, there was a knock on the door. "It's us!" Came Celestia's voice.

Smirking, Cadance looks over her shoulder at the door. "Come on in and join the fun!"

You watch as the door opens. In walks Celestia and Luna, followed by Twilight and a female royal guard. "Um..." you say, upon seeing the guard. Luna closes the door once everyone's in, the guard looking at you with a huge blush. "Is-Is the secret out now?"

Celestia looks at the guard before smiling. "Rumors were spreading about us. So, Luna and I decided it was best to explain ourselves before the rumors left the castle."

"Everyone inside knows how we feel about you," Luna explains. "That it is a real love and not just some fling."

"Oh..." You say, relaxing as you eye Cadance. "Do they know about you?"

The pink alicorn smiles. "I told them to tell everyone about the threat and what my purpose here was. That, I'm not cheating on my husband. I'm merely preparing you."

"Uh-huh..." you mutter.

"That being said," Cadance continues. "I could probably convince my dear Shining Armor to include you in some of our... activities..."

"Activities?" You ask with a blush.

Cadance chuckles and kisses your cheek. "One of my fetishes," she whispers.

You nod and then look at the guard again. "And... the guard?"

The armor-wearing white mare looks away with a blush as Celestia places her hand on the guard's shoulder. "This is Flurry Frost. Once we announced everything, she's asked to help out with your lessons."

Cadance lets out a loud chuckle at the turn of events. "What better way to test your stamina than by having as much mares as possible?"

"So, you're sharing me with... the guards?" You ask Celestia.

The white alicorn crosses her arms with a wide smirk. "Is that a problem?"

You quickly shake your head. "U-Um... Not if... everyone's okay with it."

"Guards are forbidden to mate with each other," Luna explains, walking over to Flurry. "It can interfere with their duties, especially if a mare gets pregnant."

Flurry looks at Luna with a smile as you give Luna an affirmative nod.

"And, I can't impregnate any of you," you say with a sigh, resting your right hand on Cadance's hip. "Makes sense..."

"So, why not start by getting to know Flurry?" Cadance asks you, running a finger down your chest.

You look at her before looking at the guard. "She knows I'm... totally naked under here, right?"

"Yes," the pink mare says plainly. "I would think that's rather obvious."

You shoot her a look before looking at the guard. Letting out a sigh, you turn and slide out of bed. When you stand up with your rod on full display, the guard covers her mouth with a clenched fist, blushing hard as she stares. You look at her with a smile and begin making your way towards her.

As you do, Luna begins helping the mare out of her armor. By the time you get to her, she's only in a black bra and panties with Luna pulling her helmet off. As the last piece of armor comes off, Flurry's short, white hair falls down to her shoulders as she looks at you shyly.

Looking her up and down, you smile at her fit-looking C-cups. "You are a very attractive mare."

Flurry blushes and averts her eyes. "Thank you," she says softly.

It wasn't the kind of attitude you'd expect a guard to have, but she was probably very nervous about this. "So, you feel pent up?" You ask, slowly reaching out and placing your hand on her shoulder.

The mare looks over at Cadance, and then at you. Suddenly, out of nowhere, she reaches behind her back and un-clips her bra. Letting it fall to the floor, she slides her panties down and kicks them off. "I need something hard in me," she coos with a blush. It was clear that she was getting used to this as her confidence seems to be coming back.

You give her a smile and place your hands on her hips. "And, I can help with that."

Flurry steps up to you and grabs the back of your neck, leaning in. "Then, fuck me," she says bluntly, her blush never fading.

"Most guards like it rough," Celestia points out. "Just go for it."

You eye her and then return your attention to the guard. "Well, then," you say with a smirk. You quickly back Flurry up against the wall. She lets out a grunt, accompanied by a light moan. "Oh, I think I'm gonna enjoy this," you say, reaching down and gripping your cock. Without hesitation, you push it inside her.

You both let out a grunt as Flurry slams her palms against the wall. "Fuck!" She gasps, feeling your thick cock spread her pussy walls.

You then begin to move your hips back and forth, slamming them into hers. As you do, you hear the bed sheets ruffle and then the sound of approaching footsteps.

"I suppose this is lesson zero..." you hear Cadance say. "Rough sex. If a mare likes it rough, you need to go rougher. Make those inner thighs of hers red."

You eye the alicorn before looking at the guard again. "Alright," you moan, giving more powerful thrusts into her. You watch as she grits her teeth while her tits bounce.

"Mmm, fuck..." Flurry moans. "Now, fuck my ass..."

The guard was really getting into it as you do as asked and pull out of her pussy. Spinning her around, she slams her palms against the wall as you grab her ass. Aligning your cock, you push your lubed up shaft all the way inside. The mare lets out a loud, deep groan at the sudden penetration, but doesn't seem to mind.

You slide your right hand up her back to her right shoulder and grip her left hip with your left hand. You then fill the room with smacking sounds as you roughly pound the mare's ass. Flurry grunted and gasped as she enjoyed finally being taken from behind. It's unclear how long they go without sex, but going by how she's reacting, it's probably a long time. One thing you did know for sure, was her ass felt awesome.

Moving your left hand to her crotch, you furiously rub her pussy as you feel her anal walls clenching your shaft. Juices begin leaking from her crotch as if she were cumming, though she was still going. Pushing two fingers in, you quickly pump them and make even more juices leak out. The carpet beneath her was probably stained by now and your room would most likely smell of sex for days just from this one mare.

Soon, you can hear a steady stream of juices and you figure she was probably about to cum. Sure enough, Flurry lets out sharp gasps of pleasure, squirting a stream of mare cum with each gasp. You are surprised by how much is coming out. It was non-stop. If she wasn't squirting, it was a steady stream. And, she must have squirted three times already. It almost sounds like someone pouring out a water bottle.

After probably her sixth squirt, the sound of liquids hitting the floor stopped and she slowly drops to her knees, and then her butt. Looking up at you, she pants heavily. "Cum in my face..."

You give her a nod and step up to her, stroking your cock with your right hand. Using your left, you gently grip her hair and force her to tilt her head back slightly. Letting out a grunt of your own, you point your rod at her and finish all over her face. You even decide to aim it lower and get some on her breasts before letting go of her. Stepping back, you watch her reaction.

Flurry simply pants for a bit, a huge puddle beneath her. "That... was the best... I have felt in... a long time..."

Placing her hands on her tits, she smears your cum all over them. She then places her hand on her crotch to feel how what she still is. Raising her hand to her mouth, she sniffs it and gives it a lick. She sort of seems broken from the amount of sex she received.

Walking over to her, you kneel down beside her and place your hand on her back. "Are you... okay?"

Flurry hesitantly turns her head to face you. Her eyes are glazed over and she's drooling slightly. "I need more," she says softly, before leaning in and kissing you on the lips.

The force knocks you over as she climbs atop you. The others in the room just watch in awe as the guard keeps making out with you. As she does, you feel her grind her soaking wet pussy on your crotch. The feeling was amazing and was enough to get you hard again. When the mare broke the kiss, you notice her face was still covered in your jizz.

"I need to ride your dick," Flurry moaned, reaching to grip your cock and lifting her butt. The second you feel her slit on your tip, she slams her hips down with a loud moan.

Sitting up, she places her hands on your chest and roughly thrusts, a grunt escaping her lips each time. Her arms were squishing her tits together, which were also still covered in your jizz. If your room wasn't smelling of sex before, it certainly will be after round two.

Flurry's hair was a real mess from sweat as she continues to roughly slam her hips down. Once again, her juices begin flowing from her pussy, running over your crotch. Like before, it was like your dick was in a water bottle that was leaking out all over you. You then wonder if all guards are like this. If so, that could be rather hot, but also really exhausting for you. Then, it was clear. Cadance and the others probably set this up to test your stamina or, at the very least, how quickly you can get hard again.

The guard's face was red as she looks down at you with a happy, lust-filled expression. Her tongue hung from her mouth and saliva was dripping onto your neck and chest. If she was like this, walking into the guard mares' locker room may mean certain death for you. Though, at least you'd die happy surrounded by many sexy, fit mares.

Soon, the mare slams her hips down one final time as you feel her pussy fill up with her lube-like juices while she squirts all over your chest. The feeling is so fucking great that you fill her up even more with your own cum. Gripping her hips, you finish filling her up before she collapses on you, panting heavily.

As your cock begins to soften, you let out everything that was trapped inside her as a flood of mare cum and your own cum pours out onto the floor. You can hear the other mares in the room gasping in awe at the amount that was coming out. Chuckling, you rub the mare's back with your left hand while you pat her but with your right.

"Satisfied?" You ask her, getting a tired nod.

You smile and gently roll her off you before getting to your knees beside her limp body. Scooping her up in your arms, you carry her over to your bed and lay her down. Turning back to where the two of you were, all you saw was a large puddle of orgasmic fluids and the room smelled like there was an orgy.

"That... was more than expected," Celestia says, a hand over her mouth.

Cadance finally lets out a chuckle. "Um... How are you feeling?"

You surprisingly feel good and not nearly as exhausted as you thought you'd be. "I feel... pretty good, actually." You look down at the guard, who was now laying on her side, fast asleep. "I can't believe how pent up she was," you say, reaching out to gently rub Flurry's shoulder.

"That's the guard life," Celestia says, lowering her hand. "Though, now you'll be able to help them."

Luna then lets out a soft chuckle. "Well, wait until you meet the night guards..." she says, crossing her arms. "Bat ponies are horny by default. Now, imagine a pent-up bat pony."

You rub the back of your head. "Yeah... If walking into the mare day guards' room wouldn't kill me... walking into the mare night guards' room definitely would... And, they all know this arrangement?"

Celestia gives you a nod. "In fact, since the first lesson involves handling a mare's penis, I have invited another guard to join us. She was actually born with one, and is really excited to meet you."

You smile and walk towards them. "Alright... I'm ready for the next lesson."

Lesson 1: Futa

Author's Note

This one's short because I didn't want to repeat the same thing five times.

Lesson 1: Futa

There is a knock on the door, making Celestia smile widely. "She's here," she says, heading to the door and opening it. "Come in, Glacier."

You watch as a white mare with short blue hair walks in. She was also wearing armor. Though, as soon as Celestia closes the door, Luna walks over and begins helping her out of it. Unlike Flurry, this mare didn't seem nervous. In fact, she had a huge smile plastered on her face. A faint hint of a blush, but overall she seems excited. Once her armor was gone, she only wore a black bra and panties that resembled spandex shorts, probably to hide her cock and balls. There is, however, a noticeable bulge.

"Time for the lessons to begin," Cadance announces, Celestia, Luna, and Twilight removing their gowns to reveal their naked bodies and additional cocks.

Your eyes dart around at all the dicks. You then look at Glacier, who was smiling at you. She removes her bra to show off her B-cups and then pulls down her panties. Standing up, she rubs her sheath as you watch her cock grow. Smiling back at her, you walk over to her.

"So, Glacier, was it?" You ask her, getting a nod in response.

You look down to watch her slowly stroke her rod. You then reach out and place your hand on her side, running it down her body to her crotch. When your hand brushes against her cock, she pulls her hand away. You smile lightly as you wrap your fingers around the shaft and stroke it lightly.

"Your hand feels nice," Glacier coos.

You look her in the eyes, moving your free hand to cup her balls. "And your... dick feels nice..."

Cadance suddenly steps up to you and whispers in your ear. "Time to get you accustomed to using your mouth on one. Remember, you may have to suck of Chrysalis and take a load to the face."

You blush and eye her. "You... want me to suck off all of you?"

"Of course," Cadance chuckles. "What better way to learn. The sex and stamina stuff comes later.

"Alright..." you mutter, looking at Glacier again, before slowly getting to your knees to be at eye level with her white rod.

Cadance kneels with you and rubs your back. "Just lick it. Like you licked my balls."

You eye her again and let out a sigh. "Okay..." Taking a deep breath, you lift up the rod and lean in.

Slowly sticking out your tongue, you press it to the meat pole. Honestly, not too bad. Sort of felt like any other part of the body. Just more phallic. You give another small lick and hear Glacier let out a soft, brief moan. It was a pretty cute moan and you wanted to hear her moan out more. So, you start at the base and give a long lick up all the way to the tip. This makes Glacier moan out loudly with a light squeak.

"Doing good," Cadance coos into your ear. "Give it a few more licks and then take the tip in your mouth."

You nod, not really caring that it was dick anymore. Now, it was just a means to make a sexy mare happy. You give the shaft a few more licks, feeling it heat up and throb. You then lick your way to the tip and wrap your lips around the tip. You've seen enough porn to know how to proceed, though you aren't entirely sure how much of this horse cock you can take in. It isn't too thick but you are still nervous. It does seem thicker and stiffer than horses back where you came from.

Inhaling through your nose, you move your lips further down on the shaft. As you take more and more in, Glacier moans out cutely and lets out a happy giggle. She as pretty cute for a guard. Energetic and adorable and it makes you happy to hear that she is enjoying this.

You then feel her cock hit he back of your throat. Using your hand, you stroke the part of her shaft you can' fit in, realizing you were only sucking on a third of her rod. Sliding your right hand to your lips, you use it as a marker to let yourself know how much you can take in. As you begin bobbing your head, you use your left hand to stroke the rest.

"Holy shit," you hear Cadance say with a chuckle. "Seems like you know more about this than you let on."

You pull off the cock and look at her. "I've seen things about it. I just never had any intention of... sucking on one myself..." You then resume your blowjob as you hear Glacier panting and gasping.

Her cock was throbbing lightly as you run your tongue over the skin. You then begin trying to decide whether you want to take it down the throat or just take it on your face. Cadance hadn't told you what to do, so for now it would go on your face. As you bob your head even more, you hear the mare's moans increasing in intensity and frequency. When you're about to pull your head away, she places both hands on the back of your head to keep you from pulling off.

Eyes going wide, you feel a rush of thick, creamy liquid entering your mouth. It didn't really have a flavor, but you knew what it was. As your cheeks puff out from the amount, you feel your eyes watering as some comes out your nose. When Glacier lets go, you pull off to get a spurt in the face as you cough, splattering the jizz in your mouth all over the floor.

"Oh!" Glacier gasps, kneeling down. "S-Sorry! I got carried away!"

You spit a little more out before looking at her. "It's... fine..." you groan, wiping your mouth. "Did you like it?"

The mare nods with a wide smile and wraps her arms you. "It was great. Thank you..."

As you two embrace, the other four surround you. "Time for us," Cadance coos.

"I-I'm actually... excited for this..." Twilight says with a huge blush, her cock twitching happily.

"After you make us all cum, you can fuck us," the pink alicorn says as she shakes her hips slowly, making her rod shake like a dog's tail.

Nodding, you and Glacier break the hug. The guard mare then stands up and leaves the group. "I'll wait for you after. I want to make it up to you."

You give her a nod before looking up at the princesses. "When I pictured all of us together... this isn't what I had imagined..."

Celestia giggles softly. "Start with Twilight. She's been really eager to do this."

"N-Not that eager," the younger alicorn says with a nervous chuckle.

You smirk at her and grab her dick. "Yeah, I can tell you aren't excited." Leaning in, you give her cock a few licks.

Wanting this to be over with as soon as possible, you reach over and stroke Luna's cock, too. Both mares moan out as you can feel their rods heat up with arousal. Smiling, you lick up to the tip of Twilight's dick and begin sucking on the tip. Licking around the tip, you do the same with your thumb on Luna's. Before you suck Twilight's purple penis into your mouth, you move over to give Luna's tip a little suckle. As you stroke Twilight, Luna moans out loudly.

"Two at once," you hear Cadance coo. "Not bad. It's a good practice as Chrysalis may use her drones on you..."

You ignore this remark for now as you return to Twilight and take in as much of her cock as you can. When you begin bobbing your head, Twilight moans and shudders lightly.

"Oh, that feels amazing," Twilight moans out, biting her lip.

Chuckling, you pull off and stroke her. "You like this?" You ask, getting used to this enough where you are now at the point where teasing them is fun.

"Uh-huh..." the purple mare moans.

"Yeah?" You ask teasingly. "How much do you like it?"

You get your response in the form of a squeal and a load to the face. Closing your eyes, you feel the thick cum splatter all over your face. You weren't sure what you hated more; getting an unexpected load to the face, or an unexpected load down your throat. Pulling your hand off her dick, you wipe the jizz from your eyes and spit out whatever landed in your mouth. Twilight then drops to her knees, panting heavily.

"I guess a lot..." you say, turning to Luna. Beside her was Celestia, so you begin stroking both of them.

Leaning in, you lick at Luna's cock before moving lower and suckling on her balls. They were like Cadance's, accompanied with a pleasing aroma. Licking up from the balls, you take the tip in your mouth and swirl your tongue around it. All in all, the sucking and licking isn't too bad. It's the loads to the face and throat you have to get used to. You can, however, see why some mares liked it.

As you suck off Luna, you quickly stroke her blue cock and move your other hand from Celestia's shaft to Luna's balls. Fondling the sack, stroking, and sucking seems to much for the blue princess as she lets out a loud moan and begins filling your mouth with cum. This time, you're ready for it. When your mouth feels too full, you push some out around the shaft, feeling it run down your chin. It was messier, but at least you can breathe.

When she was finished, Luna gets to her knees and pants. "That was... great..."

Letting the rest of her cum pour from your mouth, you turn to Celestia and Cadance. "Why does it seem like sucking you off is getting a bigger reaction than eating you out?"

"These cocks are made from magic," Cadance explains. "Magic courses throughout our body. So, when you give pleasure to our cocks, we feel it throughout our entire body and the feeling is amplified."

"Ah," you say, looking over at Twilight. "That explains it," you say, before returning your attention to the remaining two penises. "Just you two..." you say, before taking Celestia's cock in your right hand and Cadance's in your left.

You begin by stroking them both before making it so their tips touch. You then lean in and lick away at their tips.

"Oh, he wants a double," Cadance coos, moving closer to Celestia so you can press their dicks together better.

You smile as you lick all over both tips, stroking them both. Since they are pressed together, each time you stroke their rods, they also rub against each other. Both mares moan out at your efforts while you continue to lick both rods. Separating them, you taking Celestia's white cock in your mouth and bob your head a little. You then pull away and do the same for Cadance.

"Shit, I'm gonna cum already..." Cadance moans out.

"Me, too..." Celestia says, closing her eyes.

You smirk and jerk them off quickly. Knowing what was coming, you close your eyes just as you feel thick cum splatter your face and chest from two different sources. Some even splashed your hard cock, making it twitch happily. By the time they were done, your face feels completely covered.

Letting go of the dicks, you wipe your eyes clean and look yourself over. "Damn, that's a mess..." you say, Cadance and Celestia getting to their knees.

"You did good..." Cadance coos. "Now, that you seem okay around a mare's penis, it's time to move on to your second lesson... Fetishes..."

You give her a smile. "I'm ready."

Lesson 2: Fetishes

Warm-Up Fetish: Tongue Bathing

"First fetish," Cadance begins. "We're going to clean all that cum off you... with our tongues."

Glacier walks over and kneels by them. "Can I join?" She asks.

"Of course," the pink alicorn says, putting an arm around her. "What do you want? Face, chest, neck, dick?"

"I want the dick," Glacier says, eyeing you with a smile.

"I'll take his chest," Cadance coos, kneeling beside you.

Celestia kneels on the other side of you. "I'll clean his chest as well.

Twilight takes up position beside Celestia. "I can clean his neck..."

Lastly, Luna slides up to your head. "And, I'll handle his face..." she says, smiling at you.

"Now, lay down," Cadance orders, pressing on your chest.

You let out a chuckle and lay on your back. "Don't have to tell me twice," you say, watching Glacier slide between your legs.

"Alright, girls," Cadance sings. "Begin..."

With that, Glacier lays on her chest and begins to lick the cum off your cock. Everyone else also lies on their chest, Twilight licking your neck, Celestia and Cadance licking your chest, and Luna licking your face. Closing your eyes, you feel fives tongues running all over your body. Glacier seems to be enjoying your cock rather than just cleaning it, but that's okay. Cadance begins licking your nipple as Twilight's licks seem more sensual and lovey-dovey. Celestia was pressing her tongue hard against your skin, wanting to get off as much cum as possible. Opening your eyes, you see Luna looking at you as she continues giving your face light licks. She almost seems like a cat licking up water from their cat bowl. She then licks to your mouth and pushes her tongue inside. Smiling, you lick at her tongue as you kiss back.

This was an odd experience but a very hot one. This is made apparent as your rod hardens, making Glacier happy. Soon, the girls are finished licking you clean as they all sit up.

"Next fetish," Cadance says, licking her lips. "We all have a favorite. Mine's foot worship."

"My breasts," Luna coos, using her arms to squish them together.

Celestia smiles lightly. "You may think my breasts, too, but... I'd love to have my butt worshiped..."

Glacier gets on all fours with her butt facing you and legs spread. "My whole backside..." she coos. "Balls, pussy, ass..." She gives her ass a little shake for you.

Twilight blushes heavily as it was now her turn. "Uh... Just a... huge facial..."

"Oh, Flurry's fetish," Glacier says, getting everyone's attention. "Someone she likes taking advantage of her while she sleeps." She then looks around at everyone. "What? We talk a lot." Glacier then looks at you. "I figure she'd like you enough to fulfill one of her fantasies."

Flurry Frost's Fetish: Sleep Sex

You let out a chuckle and look around a everyone. "I should do that one first, in case she wakes up," you say, standing up. You feel soaking wet from the tongue-bathing you received. "God, I feel wet," you mutter, walking over to the bed. Looking over the sleeping mare, you suddenly feel like a rapist. "You sure she wants this?" You ask, looking over at Glacier.

The mare nods at you. "She said she wanted it kept a secret for when she found her special someone, and then mess around with him to what he'd do, before telling him she wants him to fuck her while she's asleep, and--"

"Okay okay," you interrupt. "I get it. But, do you think she likes me enough?"

"After the amount she came?" Cadance asks with a smirk. "How can she not?"

You let out a sigh and turn the mare so she was on her back. Climbing atop her, you lean in close. "You awake yet?" You ask.

The mare says nothing. Still asleep. Glacier better be right about this as you run your hand over the mare's body, feeling her breasts and fit abs. She certainly seems like she trains regularly given how in-shape her body is. You move your hand lower to grip your cock. After rubbing the tip against the wet pussy lips, you push in with a soft grunt.

No going back now. You squeeze both her breasts as you thrust into her. As your rod rubs her inner walls, you let out soft moans as she is still totally wet inside. Speeding up, you move your right hand to her hip and thrust a little harder. You watch her free tit jiggle as the mare's breathing increased. It's like she's getting turned on in her sleep.

This goes on for about another minute or two before you feel close. Moaning out, you push in and empty everything inside the sleeping mare. Sighing, you pull out and watch your cum leak out of her pussy. When you look up again, you see her eyes half-open, staring at you with a light smirk.

"Who told you?" She asks tiredly.

"Who do you think?" You ask in response, relieved she isn't pissed.

Flurry reaches between her legs and wipes up some of your cum. She then puts her fingers in her mouth with a moan. "Feel free to... use me more..." she coos, closing her eyes. "I'm still exhausted from... before..."

"I'll... come back in a bit," you say, patting her belly before climbing off the bed.

Then, you and the others all look a Glacier, who looks around at everyone in return.

"What?" The white mare asks. "You all look at me like I'm a monster."

"I'm just glad you were right," you say, walking away from the bed. "One fetish down." You look over at Twilight. "I haven't spent much time with you..."

The unicorn gets to her knees with a smile. "Does that mean I'm next?"

Nodding, you start to stroke your rod. "Could you get it hard for me?" You ask, stepping up to her.

Twilight's Fetish: Huge Facial

She smiles and takes your rod in her hand. "Of course," she says, leaning in and giving the tip of your dick a lick.

"How's it smell?" You ask teasingly. "I had it buried in another mare."

"Smells great," Twilight replies, giving your shaft a kiss. "And, it tastes good, too..." With that, she slurps your cock into her mouth and begins sucking on it.

Unlike you, a human, mares didn't have a gag reflex. It made it so they could take a cock deep in their mouth, as long as they could breathe. Twilight, right now, is slowly moving her head forward, taking more and more of you inside her mouth. She lets out a cough as she tries to inhale, her eyes starting to water as she finally kisses your crotch. Letting out another cough, she spits all over your crotch and balls. Slowly pulling back, she lets it plop out of her mouth and watches as it gets hard.

"You like that?" Twilight asks, looking up at you with spit all around her mouth.

You smile down at her and reach out, stroking her cheek. "That was pretty hot," you say, before gently pulling her face into your balls. "Lick these while I stroke."

Twilight smiles up at you before sucking one of your testicles into her mouth. As she sucks on it, you stroke your erection, moaning as you feel her lips around your sack. You then feel her let your ball plop from her mouth before her tongue runs over the underside of your sack. Hearing her inhale deeply, you smile and quickly stroke your rod.

"Someone likes balls..." you coo. Having licked some balls yourself, you understand the appeal and can picture how it feels for her.

Soon, you feel close and you place your hand on Twilight's shoulder, gently pushing her off your balls. "Here's your reward," you say, making her giggle and open her mouth wide.

As she sticks out her tongue, you quickly stroke your cock and aim it at her face. Letting out a grunt, you feel your first thick rope of cum shoot out. You watch as it splatters across her face, some landing on her tongue. You then fire a few more ropes at her face, almost completely coating it in semen. Soon, you fire your last load before your cock feels lighter. Letting it hang between your legs, you look at your handiwork. Twilight slowly opens her eyes with a huge blush. Cum was all over her face and there was a large pool of it on her tongue.

Twilight slowly pulls her tongue back in her mouth and you hear her swallow. "It's so... warm and... sticky..." she moans, reaching a hand between her legs and starts rubbing her dripping pussy.

You watch the mare moan as she closes her eyes and quickly rubs her pussy. "Fuck it," you suddenly say, getting to your knees before laying on your stomach.

Spreading her legs, you lean in and begin licking away at her pussy. Twilight moans out loudly and removes her hand, placing both her palms on the floor behind her and thrusting into your face. It's not long before she showers your face with a load of mare juices.

Twilight lets out a happy squeal before falling on her back, panting heavily with a wide smile plastered on her face. Licking your lips, you crawl on top of her and give her a smile.

"You're adorable," you say, leaning in and kissing her on the lips. The mare kisses back before you pull away. Getting off her, you get up and turn to the others. They all seem to have enjoyed the show as you can see trickles of juice running down their legs. Glacier was kneeling, facing you and slowly stroking her rod. "Enjoy that?" You ask.

"Very," Cadance says, sounding hot and bothered.

"Who's next?" Luna asks you, moving her hands to grip her breasts.

You shoot her a smile before you look around at the others. "Hmm..." Your eyes fall on Cadance, and you get a devious idea. "I'll make you wait a little longer," you say teasingly, making your way over to Luna.

"Oh, you..." the pink alicorn shudders, placing her hand over her pussy.

You chuckle at her before stepping up to Luna. "So... Breast worship?" You ask.

Luna's Fetish: Breast Worship

The blue mare gives you a nod. "Mmm..." She then backs up against the wall and raises her arms above her head. "Come get them..."

Stepping up to her again, you gently grab her boobs and knead them. Leaning in, you press your face between her tits and inhale. The mare was giving off a luring scent. Whatever perfume she used this morning was extremely inviting. Giving her cleavage a lick, you draw a moan from the princess. Moving to her left nipple, you wrap your lips around the nub and press your face against the soft mound.

"Oh, yes..." Luna moans. "You like my new tits?" She asks, licking her lips.

You nod and pull back, taking the nipple with you. You then open your mouth and let the nipple snap back, making the breast jiggle. "I love your tits... Though, I wouldn't mind worshiping your smaller tits..."

The princess smiles warmly at you. "Perhaps later. Right now, I want you to... stick your penis between them... and finish on my chest..."

Chuckling, you move to her right nipple, sucking on it as you look her in the eyes. With your right hand, you squeeze her left breast, and with your left you run it it down her back to her butt. Pulling away, you run your tongue over the mound, coating every inch of it in saliva. Luna giggles and lets out a moan, biting her lip.

Eyeing her, you pull away from her breast. "Ready for that... tit fuck?" You ask, leaning in and giving her neck a lick.

"Oh, yes," she moans, dropping to her knees. "And, you are already hard for me..."

"It's really easy getting hard surrounded by all these sexy mares."

Luna grips your rod and gives the tip a lick. She then wraps her tits around your shaft and begins moving them up and down. You let out soft moans, as does the mare. You look down to see her looking up at you, happily stroking your rod with her breasts. They feel extremely soft and smooth on your shaft. They may be magically enhanced, but they sure felt real. Her breasts with the mare cocks really shows how potent and strong the magic in this land was.

"Come on..." Luna coos. "Cover my breasts in your semen..."

"Soon, Luna..." you moan in response. "Lick the tip a little..."

The princess nods and gives your cock's tip a little lick each time she slides her breasts down your rod. The feeling of her tongue against your head draws you closer and closer to an orgasm.

"Damn..." you say, breathing heavily. "Luna, that... feels amazing..."

"Paint. Her. Chest," Cadance chants. "Paint. Her. Chest."

Soon, Glacier and Celestia join in chanting. "Paint her chest!"

You roll your eyes and then place your hands on the wall. Closing your eyes, you ignore the chanting as you let it all out. After you feel the first part of your load shoot out, you back up and grip your rod, aiming it at her chest and letting loose. She already has a bunch of cum on the top of her head and breasts from the first spurts of your jizz before you begin coating her breasts and chest with the rest.

The princess sighs happily and starts rubbing your cum all over her breasts. "Mmm... So warm..."

You watch her for a second before kneeling down. "So, why do you look... different?" You ask her. "When we first met, you were a much darker blue, and... your hair was longer... and your boobs were bigger..."

Luna eyes you as her rubbing slows. "Know how Chrysalis has Shining Armor?"

You nod. "Yes..."

"I have had to perform his protection spell on the Crystal Empire," Luna continues. "When it is day here and night at the Empire, I have been able to use the moon to channel my magic. When it is night here and day there, I am able to push my dream magic and visit the crystal ponies. In summary, I am able to protect the Empire from here, but it has been a drain on my magic... So, I look like this..."

Smiling, you reach out and place your hand on the princess' shoulder. "Then, put your tit magic on hold until you get your magic back. Just because I'm facing Chrysalis tomorrow doesn't mean the situation will be resolved right away. May take me a few days to convince her."

The alicorn gives you a smile and then nods. "Alright..." She then gives you a hug and you feel her sticky, cum-covered tits press to your chest.

"Oh, okay..." you sigh, hugging back. "Now, I'm covered in jizz again..."

You suddenly feel her chest shrinking. Breaking the hug, you look at her to see that she has her small breasts from when you first saw her naked. She continues to rub your jizz over her small mounds. Smiling at her, you reach out and rub her left breast. She shoots you a smile before you stand up. She certainly looks cute small. Looking around, your eyes fall on Celestia.

"How about that butt of yours?" You ask, walking over to her.

The white alicorn lets out a soft moan and turns her back to you, her tail moving to the side. Looking over her shoulder, she gives you a smile. "Enjoy..." she coos.

Celestia's Fetish: Ass Worship

Nodding, you kneel behind her and stare at the big, white ass. Leaning in, you plant a kiss on her right cheek. Gripping her left cheek with your hand, you squeeze it while you run your tongue over the right cheek. She certainly has a big butt but it's not so big to the point of it being obese or problematic. It's more like child-bearing hips and a phat ass.

You give the skin a little suck, and then give the cheek a love bite, making the princess squeal happily. Hearing her giggle softly, you squeeze her right cheek and move over to her left cheek. You run your tongue all over it and let out a soft moan and squeeze both cheeks, feeling your fingers sink in. It's almost like squeezing a marshmallow.

Licking over, you start to lap at her crack. Hearing her moan out, you press your tongue to her hole. You're hoping that, with her being a princess, her ass was clean. Taking a deep breath, you slide your tongue inside and are greeted with the taste of... nothing. It was tasteless. Smiling, you begin flicking your tongue around inside her tight hole, causing the mare to moan even louder. You can feel her tail flicking a little from arousal.

The smell of the princess' juices fill your nose, telling you she's pretty wet between her legs right now. Pulling your tongue out, you give her cheek a kiss. "How stretchy are... pony asses?" You ask, continuing to lick away at the ass cheek.

"Pretty stretchy..." Celestia moans. "Stallions have... huge penises, so... both holes are... pretty stretchy..."

You smirk and run her fingers over Celestia's hole. "How big is mine compared to other stallions?" You ask her, reaching your left hand underneath to rub her wet pussy.

"Sh-Shorter, but... th-thicker..." the princess gasps.

Nodding, you make a fist with your right hand and push it inside the mare. Celestia lets out a sharp gasp as she feels your fist move deeper inside her. Her pussy gives one squirt from arousal before you watch it drip. Smiling, you go further and further until you felt it getting tighter. Feeling like this is a good place to stop, you begin pumping your hand back and forth.

"Oh, god..." Celestia groans deeply, leaning forward and slamming her palms against the wall.

"You like?" You ask, starting to twist your fist while fisting her.

The princess only responds with a load moan before you hear a splatter of liquids on the carpet. Celestia then drops to her knees, panting heavily. Chuckling, you pull your fist out and reach around, rubbing her breasts.

"I'll take that as a yes..." you coo, kissing her back before standing up.

"Who next?" Cadance asks, getting your attention.

You look over at her to see her sitting on your bed, wiggling her toes with a smirk. You then look over at Glacier, who is still lightly stroking her rod.

"I can go last," she says with a smile. "Or, not at all... If you aren't comfortable with mares packing a little extra yet..."

You think for a moment about this. Perhaps she could help you satisfy Cadance's fetish, then you help satisfy her fetish. She is pretty cute, you tell yourself. Somehow, the cock just adds to her adorableness. You make your way over to Cadance and kneel down in front of her. Looking at Glacier, you motion with a finger to have her join you. Her stroking slows to a stop before a smile spreads across her face. Getting on all fours, she crawls over to you.

When she arrives, she gives you a kiss on the lips before kneeling beside you. "You doing us both at the same time?" She asks, curious to what your intentions are.

You shake your head. "You're going to help me worship Cadance's feet..." you say, reaching out with your right hand and gripping her rod. "Afterwards... I'll lick your backside..."

Glacier's eyes go wide. "Uh... The princess' feet?" She asks, before looking up at Cadance. "Can I... do that?"

Cadance smiles and lifts her left foot, pressing it to the mare's face. "Of course. A guard's duty is to serve royalty. So, serve me..."

Cadance's Fetish: Foot Worship / Footjob

The white guard smiles widely before gently taking the foot in both hands and licking up the bottom. You eye her as you pick up Cadance's other foot. Smiling, you nuzzle the bottom of the foot before giving her heel a few licks. You can hear Cadance let out soft coos as you and the guard service her feet. You then lick up her foot to her toes, before wrapping your lips around her big toe. As you suck on it, you see her other toes wiggle from happiness.

"Mmm..." Cadance moans. "You two are amazing..."

"Anything for the princess..." Glacier moans, before wrapping her lips around all the mare's toes.

Opening your mouth wider, you take the rest of the alicorn's toes in your mouth as you begin massaging her foot. Your cock was standing at attention as you suck on her digits. Your right leg and hip is pressed against Glacier's left leg and hip, her dick occasionally bumping into yours.

"You're really good at this," you hear Cadance say to you. "You like feet?"

You smirk and pull off her toes. "Only the pretty ones..."

"Hmm..." the alicorn moans. "Sit back and I'll show you what I can do with my pretty feet..."

Chuckling, you place your hands behind you and lean back. Cadance then pulls her foot away from Glacier before sandwiching your shaft between her soles. As she begins stroking your shaft with her feet, Glacier gets on all fours and leans in to watch. Reaching over, you put a finger under Glacier's chin and brings her in for a kiss.

You feel Cadance slide her right foot up to your tip, her toes rubbing your sensitive head while her left foot continues to rub your shaft. As you make out with the guard, you feel her hand move to your balls and begin rubbing them. Smiling into the kiss, you grip her shaft with your right hand and lightly stroke it. The second you do, you feel the mare shudder happily as the kiss becomes more aggressive and sloppier.

Speeding up your jerks, you hear the futa mare moan louder and louder into your kiss as you feel closer and closer to an orgasm. Cadance's skill with rubbing a dick with her feet makes you think that she probably has a lot of practice. Shining Armor was definitely one lucky son-of-a-bitch.

Applying light pressure to Glacier's cock, you feel it pulsate before you feel what you assume is cum hit your crotch. As she orgasms, you also start cumming. Your load shoots straight up and rains back down all over Cadance's feet. Aiming Glacier's dick, you make sure her cum hits Cadance's feet, too. The white mare lets out a deep moan and breaks the kiss, drool hanging from her lips.

"Oh, hell, yes..." she moans, panting heavily.

When you both were done, you pull your cock away from Cadance's cum-covered feet and look at Glacier. "Get in front of me on all fours and clean our princess' feet."

Glacier's Fetish: Futa Backside Worship

Nodding, the white mare crawls in front of you with her ass up in your face. Your eyes go to her dangling cock and balls. A couple days ago, this moment never seemed like a possibility. Yet, here you are. Staring at a futa mare's backside while she licks your cum of a princess' feet.

You reach out to grip the mare's ass, making her moan into Cadance's feet. Kneading the cheeks, you spread them to get a look at her ass hole. All in all, her backside looked pretty inviting. Leaning in, you push your tongue into her tight anus, licking all around her anal walls.

As you licked inside her, you feel your cock harden and you reach down to lightly stroke it. Pulling your tongue from her hole, you move lower to her dangling rod. Pressing your tongue to her shaft, you drag it up over her balls, pussy, and then back to her ass. Moving lower again, you repeat this process a few times, changing the speed of your licks each time. You can hear Glacier moaning happily as she licks Cadance's feet clean.

Using your free hand, you reach out to stroke the mare's rod while you proceed to suck on her balls. You feel her get hard in your hand as you service her sack. The more you suck on them, the more normal it feels and you start to get more into it. You close your eyes and suck a nut into your mouth. Running your tongue over it, you give it a few sucks before letting it plop from your mouth. Sucking the other nut in, you repeat the process.

Once you've had your fill of mare balls, you lick up to her pussy and push your tongue in. The sweet taste hit your taste buds like a slap to the face and you immediately begin eating her out. The inner walls became more and more damp as you lick. Feeling the dampness on your lips, you start slurping up her fluids. Hearing the white mare moan and feeling her shudder, you know she is close to an orgasm. Smiling, you pull your tongue out and get to your knees behind her.

Aligning your cock with her damp pussy, you push it in with ease, making Glacier moan out even more. Gripping her hips, you start thrusting into her rapidly. Every time your hips hit her butt, her juice splashed all over your thighs and the floor. Sliding your right hand closer to her crack, you push your thumb into her hole and speed up your thrusts. As your grunts become louder and louder, so do her moans.

Glacier's cock suddenly lets out a few large ropes of cum, which splattered all over the floor. Ramming your cock into her, you fill her up with your own cum. You feel your cum mix with her flood of mare juice. Pulling out of her, you watch a mixture of jizz and juice pour from her twitching pussy. Glacier collapses to the floor with a happy smile on her face.

"What's next?" You ask, walking past Glacier to sit with Cadance on the bed.

The pink alicorn smiles and turns to climb in your lap. "The test of stamina. Lesson three. You need to be able to last a while, so you're going to have to have sex with a bunch of mares."

"How's that any different than what I've been doing?" You ask her.

"Because," Luna spoke up. "You shall be having sex with my night guard."

Your eyes go wide-eyed slightly as you look at her. "Oh. Right... Aren't they sex-crazed by default? Would I even survive horny bat ponies?"

"I suppose we'll find out," Cadance coos, leaning in to give you a kiss on the lips. "You ready?"

You give her a smile, thinking about all the sex you were about to have. "Having sex with a bunch of bat pony mares? You bet I'm ready."

"Good," the pink mare sang, wrapping her arms around you. "Let's begin..."

Lesson 3: Stamina [feat. Noctra, CrimsonRose97’s OC]

Once you and Luna are dressed, she leads you down the halls of the castle to where the Night Guard chambers were. Bringing you to the females' chamber door, she stops and eyes you.

"Ready?" She asks you. "Once we go in, they won't let you leave until they're satisfied. And, that could take a while."

You give her a nod. “For the fate of Equestria, I will have sex with each and every one of them until they’re unable to move...”

“Well, that’s a bit much,” the princess replies, opening the door and entering.

Inside, you could see a decently-sized room with cots all along the walls. To the left was the shower hall and locker room. The bat ponies were all lying about on their cots, some asleep and some wide awake. They all wore thin, lacy, midnight blue night gowns. When you enter the room, they all look at you.

“Good news, girls,” Luna sang. “To prepare for a sex fight with Chrysalis, my friend here needs help with stamina. So, I’m allowing you all to use him to your heart’s content.” As soon as she says this, their eyes all glaze over with a hungry look. “Good luck,” Luna coos to you before leaving.

One of the bat ponies walks up to you. She has dark blue skin like the others and short green hair. “Are you really here to have sex with us?” She asks, her eyes staring into hers. As soon as you start to nod, the bat pony pulls off her shirt, revealing a flat chest. “Good. Because we need cock,” she moans, dripping to her knees and fumbling with your shorts.

You chuckle lightly and help her out by pulling your cock out. As soon as you do, the bat pony latches onto it and begins sucking.

Looking around the room, you see the others pulling off their gowns. Some had huge tits and some had small. There were even a couple that had a dick of their own. They probably weren’t allowed to have intercourse with the others so they either masturbated or were super pent up.

You return your attention to the bat pony sucking you off and you put your hands on her head. You start thrusting lightly and you feel the mare stop moving her head. When you stop, she looks up at you and pulls off your dick.

"Use my mouth like a pussy," she moans, drooling lightly as she starts to rub herself.

You smile and push your dick back inside her mouth as you start thrusting your hips. As your rod slides back and forth down her throat, you hear her gag and feel spit splatter your sack. As you fuck her throat, her tongue runs all along the underside of your shaft. Letting your sack slap her chin a few more times, you pull out and reach down.

Grabbing her under the armpits, you hoist her up to her feet and back her against the wall. She raises her arms above her head and licks her lips. Smiling, you lean in and kiss her on the lips. As you do, you feel her forked bat tongue slip into your mouth. As you tasted each other's spit, you let your hands run down her body to her chest, your thumbs rubbing her nipples.

As you made out with the bat pony, you feel another one come up behind you. Her breasts press to your back and you feel her hands move to pull up your shirt. Breaking the kiss with the mare, you pull your shirt off and toss it aside. The bat mare behind you moves her right hand to your cock and aligns it with the flat bat mare's pussy. With a thrust, you push inside the mare, making her moan out and drool more.

The bat pony behind you starts licking the back of your neck as she places her hands on your thighs. You feel her hard nipples press to your back and her forked tongue running over your neck. She occasionally kisses your neck and rubs your sack with her right hand.

The bat pony you're fucking wraps her legs around your waist, her feet resting on the other bat pony's butt. As she does, you reach down and hold her up by her ass. You then begin ramming her pussy fast and hard, splashing juices all over your legs and floor. Feeling an orgasm nearing your rod's tip, you ram inside her and hold it as you fill her up with your cum. The mare grips your shoulders roughly and moans out loudly as she sprays your crotch with an absurd amount of mare juices, which slowly run down your legs to the floor.

When your orgasm was over, you let go and the mare slowly slides down the wall and drops to the floor, panting heavily. You watch as your cum leaks out of her and pools on the floor. Looking over at the others, you saw them all a mere foot away from you, all with a hungry look in their eyes.

“Does that make it my turn?” Asked the bat pony behind you. She spins you around to face her and you can now see what she looks like. She has palm-filling breasts and long, red hair. "I can't wait to have you fuck me..." she moans.

You can tell this may take a while, but you also know that it will be the most fun you'll ever have. So, without any hesitation, you get to showing all the night guard a good time...

After a good couple hours, after satisfying what you think are all the guards, you take a seat on a cot next to a happily exhausted bat pony.

“You’re not done yet,” a voice says, getting your attention.

You look up to see another bat pony walking towards you. She was cyan blue with long hair that had a dark purple to blood red gradient, red eyes, and sporting C-cups. There is also a scar on her right eye.

“Well, I think I can handle one more,” you say confidently.

The bat pony chuckles, standing in front of you. “You have no idea... how pent up I am,” she says, before dropping into your lap and grabbing your shoulders. “I want you to pump me full of your cum over... and over... and over... and over again...”

You gulp audibly. “Oh, boy...” you mutter.

The mare grips your cock and strokes it. “Get hard so I can ride it,” she growls, jerking you faster and rougher.

Feeling it would help to feel her up, you grip her butt and squeeze it before running your hands up to her breasts. As she jerks you, her breasts jiggle a little. She certainly was an attractive bat pony, and you can feel yourself getting hard again.

“Oh, finally!” The mare groans, lifting her butt up to align your rod with her slit. She then drops down onto it with a loud, wet slap and an even louder moan. “Hell, yeah!”

Wrapping her arms around you, she begins to roughly ride your cock, slamming her butt down hard on your legs and making her breasts bounce even more.

You move your hands to her ass as she buries her face in your neck and lets out loud, muffled moans. You close your eyes and feel her bounce up and down or your rod.

She soon presses her chest to yours and you can feel her hard nipples poking you. Letting out a loud moan, she lets her pussy explode all over your lap. Feeling her drench your pole, you let out a grunt of your own and are about to cum when she pulls off you.

“Not yet,” she coos, her pussy dripping on your cock. “You’re gonna make me cum a whole bunch and save your load for the end. I want you to fill all my holes and cover me with your cum.”

You stare at her as she turns around. Your cock twitches with need as the bat mare shakes her butt in your face. Knowing you'd piss her off by cumming now, you grab her butt and lean in, licking away at her butt hole.

"Oh, yeah!" The mare moaned, reaching back and grabbing the back of your head. Pulling you more into her butt, she moans out more. "Lick that ass!"

You grip her cheeks hard before giving her right cheek a slap. The bat mare moaned out some more, her wings fluttering lightly. You pull out of her ass and take a deep breath. "So, what's your name, anyways?" You ask her, before diving back in and delivering another slap to her ass.

The bat let out a sharp moan and chuckled. "Fuck, yeah... I'm Noctra," she said, licking her lips and looking back at you. "Slap my ass more!"

You give her a smirk and pull out of her hole before standing up. Pulling your hands back, you deliver slap after slap after slap, each one causing the bat mare to moan out deeply. “You have... such a... great ass,” you compliment between slaps.

Noctra smiles and pants as she looks over her shoulder at you. “Yeah, you... seem to enjoy... beating the shit... out of it...” she pants between moans.

After you have had a satisfactory number of slaps, you grip her left cheek with your lost hand and use your right to align your rod with her tight hole. “Good news. I’m ready again,” you announce, before shoving your way inside.

When your hips collide with the bat mare’s ass, the mare lets out a sharp moan. “Oh, fuck...” Noctra grunts deeply, trying to grip the floor as if it were bedsheets. “That’s a big cock...”

Chuckling, you run your left hand over her smooth butt cheek to the base of her tail. Gripping the tail firmly, you start giving the mare’s butt hard, sudden thrusts, each one making the mare grunt and each one bringing you closer and closer to an orgasm.

“Yeah, fuck my ass!” Noctra grunts. She closes her eyes and lets her drool pool on the floor, finally getting the hardcore fucking she seemed to desperately want and need.

As you feel close, you start to go shower but deliver harder thrusts to make sure you didn’t cum while hopefully bringing the mare to an orgasm. Your hope pays off as Noctra lets out a high-pitched screech and squirts her juices all over your balls and the floor.

When she calms down, she slowly gets up and lets out a low moan as your rod slips free from her tight backdoor. “Time for the finale,” she says breathily, sitting down on a nearby bench before laying on her back. “Fill all three of my holes with your fucking thick cum.” She then leans her head back, so it hangs off the end of the bench, and opens her mouth wide. The inside of her mouth looks incredibly wet as strings of saliva connected the top and bottom of her mouth.

Stepping up to her, you grip your rod and rub it over her face before sliding the top to her open mouth. Slipping it inside, you immediately feel the warmth and the excessive wetness cover your cock. Reaching out, you grab her armpits and begin to repeatedly thrust inside her.

Each thrust causes a decent amount of saliva to leak out of the bat pony’s mouth and trickle down her face. Closing her eyes, Noctra lets out loud, muffled moans and glurks as you face fuck her over and over and over. You feel the mare grab your ass as you move your hips back and forth, using her throat like a pussy as you edge yourself closer and closer to an orgasm. You want to hold back as best you can to ensure you have enough to fill all her holes, but her throat feels way to good.

Instead of pulling out, you keep going harder and faster until you suddenly blow your load down her throat and in her mouth. Cum bursts from her nose and mouth, splattering all over your crotch. As you cum, you see squirts of mare jizz come from the bat mare's pussy. You hear her groan happily in bliss before you pull out. Noctra then grinds her legs together as she coughs and sighs.

"Shit, fuck..." she sighs, licking the cum from her lips. "Two holes left..."

You smile and move around to sit on the bench between her legs. Luckily, you're still rock hard and your balls still feel full. Placing your hands beside her dripping wet slit, you run them up her legs as you rub your shaft against her pussy. Using your right hand, you grip your cock and positioned the tip against her hole, before pushing inside. Holding her legs, you slide back and forth, starting off slow,

"Come on, fucker," Noctra groaned. "Harder! Faster! Fill me up!" She has her head tiled forward so she can watch you, her tongue hanging out. Her face is still covered in her own spit and your cum. A real mess.

Nodding, you move your hands forward and hold her by the waist before slamming your hips against hers. As you do, you splash the juices leaking out of her all over both your crotches. "You know, I... I've never met a mare quite so... wild as you..."

"I'm not wild," Noctra moaned, before quickly sitting up and wrapping her arms around you. "I'm horny and pent up," she coos, her cum-covered face dangerously close to yours.

You stare in her eyes as she begins to ride your cock. She then leans back and moans and you take this opportunity to lean forward and bury your face in her breasts. Noctra chuckles and places her hands on the bench behind her while she moves her hips. Gripping her tits, you give them a nice squeeze before licking all over the right breast.

“Mmm, you like my tits?” She asks with a chuckle. “Then suck ‘em,” she hisses as she grabs your head and pulls you into her soft breast.

You let out a moan as you feel close and grab her hips again, sucking on her right nipple. The mare’s wings shoot out directly behind her as she starts squirting on your crotch again.

Feeling her soak your balls again, you grip her ass and bury your cock deep inside her before letting it all out. As you do, Noctra leans back and lets out a loud moan of pleasure. Smirking, you let most of your load empty out inside her pussy before pulling out and letting her drop on the bench. Stroking your rod, you squirt the rest out all over her breasts and belly.

“Holy shit...” Noctra pants, feeling her body warm up with your cum blanket. She then shakily holds up one finger. “One more...”

You chuckle and look her over. “Alright... Roll over so I can see that cute butt of yours,” you say as you slowly stroke your dick. At this point, your cock was very wet and very slippery having been inside the bat pony’s mouth and vagina. Sticking it in her tight butt should pose no problem.

Noctra smirks and licks her lips, which still has some of your cum on them. She then sits up and spins around, her back facing you. "You ready for my ass?" She asks teasingly, leaning back against you and rubbing her left shoulder against your neck.

You smile and hold her hips before kissing her shoulder. "Oh, you bet," you say, her butt pressing against your cock. moving your hands to her back, you push her forward so her chest presses to the bench.

"Ooo, forceful, huh?" She coos, chuckling as you sit up and slide your hands to her butt. "It's all yours now," she sings, waving her ass as she folds her arms on the bench and rests her cheek on them, watching you.

You nod and take your wet noodle in your hands and aim the tip at her tight hole. Moving forward, you poke her a couple times, rubbing your head on the hole to lube it up. With your other hand, you spread her butt cheeks apart before you push your way inside. The tip slide in easily. You then grab her thighs and shove the rest in, making the mare let out a loud grunt.

"Oh, fuck!" Noctra yells, before grunting again. "Oh, you're so fucking big!" She then raises her upper half to place her hands on the bench. "Now, gimme all you got!"

"Yes, ma'am!" You yell back as you pull out almost all the way before ramming back in. The hard thrust makes the mare's tits jiggle and draws out a loud, deep moan from her. Not giving her a moment to rest, you start repeatedly slapping your hips against her ass as hard as you can.

The whole time, the bat mare just lets loose from her mouth whatever dirty thing came to mind. Stuff like, "Oh, yeah! Fuck that ass! Ram that fat cock deep inside me! Oh, I want you to fill me up with your warm, sticky cum!"

Her dirty words are enough to aid you in getting closer to your orgasm. Closer to filling up Noctra's third hole. It isn't as wet as a pussy, but it sure was tight. And, it wasn't completely dry in there, given how wet your shaft was when you shoved it in. You let the mare continue to curse and moan out dirty phrases and requests as you continue to enjoy her ass. It isn't long until you feel close again.

"Hey, Noctra," you grunt, gripping her thighs tightly. "I'm about to fill you up with that sticky cum you love so much."

The bat mare looks over her shoulders at you and pants heavily. "Then... fucking... cum, already!"

"Yeah, I'm gonna cum all inside your ass," you continue to tease. "All over your ass... and all over your back..."

"Shit, you have that much in there?" She asks, seemingly surprised. You nod in response. "Fuck, your balls are impressive..."

You continue to thrust into her, teasing her a little more before ramming hard into her ass. She lets out a loud, deep moan as she feels your cum fill her tight passage up. You feel it, too, as your cock drowns in its own semen. When you feel like you've dumped enough inside her ass, you pull out and stroke your cock. Sighing heavily, you continue to shoot the rest of your load all over her ass cheeks and back, as promised.

When you finish, Noctra just lays there, cum oozing out of her ass and pussy and her body covered in your jizz. "Holy... shit..." she moans, panting heavily as her legs and arms rest limply over the sides of the bench. "You sure do... cum a lot..."

You chuckle at her amazement before dismounting the bench. "I told you," you say, walking up beside her and patting her butt. "I'll let you rest now."

Noctra chuckles tiredly and looks up at you. "You can use me anytime..."

You smile back and kneel down. "Only if Luna lets me," you say, leaning in and kissing her on the lips.

She kisses back and tries her best to shove her tongue in your mouth... but, it just feels like she wants to lightly press it against your lips. Smirking, you push your tongue inside her mouth and lick away. The mare moans contently before you pull back. She gives you an exhausted smile before resting her head on the bench. Standing up, you place your hand on her shoulder. After looking over the mess all over her body you take your leave and head for the door.

Passing by all the passed out bat ponies covered in cum, you smile and start to get a little hard again. "You fucking kidding?" You ask yourself, before there's a knock on the door. "Uh..."

"Only me," came Luna's voice. "How is it going?"

You think about this for a second; Luna's directly outside and you have about one good round left in you. Heading to the door, you open it up. Luna smiles at you and then eyes your cock.

"O-Oh..." she says, looking rather amazed. "You are.. still hard--"

She's cut off as you pull her inside the room and into a big kiss. You then close the door and push her up against it. At first she seems rightfully surprised, then she starts kissing back. You don't let the kiss last long before you pull away.

"You actually still have more ti give?" Luna asks, looking around the room.

"That, and..." you start, gripping her gown and starting to pull it up. "I'll be facing Chrysalis tomorrow... If things go wrong... This could be the last time we do this." you then pull her gown up over her breasts and lean in, burying your face in her left breast while you suck on the nipple.

"Oh, do not be so naive," the princess coos, rubbing your back. "My sister and I will fight to get you back should it come to that."

"Still..." you say, pulling away. "Could be a while..." You then force a gasp out of her as you spin her around and grab her ass. "I need this sexy butt of yours one more time..." Without waiting for her, you push your way inside with a grunt. You still have a decent amount of excess cum and saliva on your shaft so you slide in easily.

Luna places her hands on the door and lets out a deep sigh. Once you're all the way in, you start moving your hips. "What can you... tell me about Chrysalis?” You ask.

Luna’s breathing becomes heavier but she manages to answer you. “She is extremely seductive. Knows every fetish. Has incredible stamina.”

“Incredible stamina?” You ask, looking over your shoulder at the exhausted bat ponies. A couple have crawled over to Noctra to help lick her clean. “Think I stand a chance?”

Luna chuckles. “Oh, yes...” she says with a nod. “I think you will do quite well.”

“Good... Maybe I’ll seduce her,” you say with a grunt as you slide your right hand over her hip to her belly.

“That would be most impressive...” Luna moans out, panting a little. “Albeit impossible.”

You smile and slide your hand up to her right breast. “We’ll see...”

The princess’ moans grew louder and more intense as her wings give a light flutter every now and then. Your grunting also increases in volume and intensity as you feel the mare’s tight, royal ass squeezing your cock.

“Here I go,” your warn her as you start delivering hard thrusts. “One last load for the princess...” With one more thrust, you feel your balls start to empty out inside her. Your cock twitches and throbs as it shoots rope after rope of cum deep inside her butt. You can also see a few squirt of mare juices hitting the door as Luna lets out a deep sigh. Unlike with Noctra, you keep your rod buried inside her, only pulling out once you are completely empty.

Luna smiles when she feels you pull out of her and watches you drop to your knees. "Finally done?" She asks, siting down beside you as the both of you lean back against the door. "After all that?"

You smile and nod. "Mmm... Yeah..." you answer, watching one of the bat ponies crawl towards you. "Didn't know I had that much in me..." The bat pony crawls up to your flaccid, messy cock and starts licking at it. Reaching out, you pet her head. "Is it weird that I... kind of want to cover Chrysalis in cum? To prove myself to her?"

Luna lets out a soft laugh. "No... I am glad to hear you are not... afraid..."

You scoff at that. "Of course I'm afraid. The unknown is always terrifying... No, I'm not not afraid... I'm determined..."

The princess eyes you before looking at the bat pony, who was now all finished cleaning your cock. "When you are... sticking it to the bug queen," Luna begins with a light smile. "remember not to let her overpower you. You need to stay in charge."

As you listen, the bat mare crawls up into your lap and leans in, kissing you on the lips. "Fuck me?" She asks, before kissing your lips again and grinding against your dick.

You eye Luna before letting out a sigh. "You mares drained me," you say, before returning your attention to the still-horny pony. "However... You could try rubbing against it some more to... see if it gets hard again..." The mare smiles as you place your hands on her butt.

Luna pats you on the shoulder before sanding up. "You have fun. I shall give the guards the night off to recuperate..."

Before you can say anything, she teleports away in a flash of blue magic. Probably due to the fact that you're blocking the door. Letting out a sigh, you focus on the mare now licking away a your neck and grinding against your rod. "I suppose a few more rounds couldn't hurt..."

Author's Note

OC Credits:
Noctra created and owned by CrimsonRose97
Used with permission

Side Note
So, due to the long delay for this chapter, I decided to add that Luna bit at the end as a bonus for you all. Also, the Night Guard orgy was cut short to make room for the Noctra bit but fear not. There will be an extended Night Guard special coming in the somewhat near future.

To The Hive

The Next Morning...

You climb into a carriage along with Celestia, Luna, and Cadence before the driver makes the horses move. You still find it weird that horses are used like this, but you know the evolved ponies still treat their predecessors with respect. The princesses each wore their royal dresses. Celestia's is white with golden trim and suns sewn into it. Luna's is a black gown with midnight blue trim and moons sewn in. Cadance's is a little different. It's pink with gold trim and hangs low, revealing some cleavage.

“How are you feeling?” Luna asks, sitting next to you while Celestia and Cadence are sitting across from you, Cadence being directly across from you.

“Ready,” you say with a smile.

“Do you have a plan?” Cadence asks, leaning in. “Any idea what you’re going to do?”

From this angle, you can see right down her dress. Her nipples are still hidden but you're getting a lot of boob. "Well... Whatever I have to, I guess..."

The pink mare smiles and leans forward more, her face close to yours. "No... specifics?"

You give her a smirk and you eye her breasts again. "You want me to talk dirty?" You ask her, before looking her in the eyes. "Maybe, I'll play with her tits a little... Perhaps suck on her nipples before I stick my dick between her boobs and cover them with my cum."

Cadance's lips curve into a light smirk as she listens. "Mmm... That it?"

"Oh, do not tease him," Luna coos, leaning against your and reaching over with her right hand to run your chest. "The more you make him say, the hornier I get..."

"Relax, sister," Celestia says with a chuckle. "He needs to save all his strength for Chrysalis."

"So, how does it feel?" Cadance asks you. "Knowing you're in a carriage with three princesses you can have your way with?"

"Three?" You ask, confused. "You, too?"

"For now," the pink alicorn sings. "Until we get to the hive."

"And, we trust you to know when it is a good time, versus a bad time," Celestia says with a wink.

You smile at her before looking at Luna. "So... That means we can do something... that doesn't make me cum..." You then reach over with your left hand and slip it under Luna's dress. Running your hand up her leg, you begin to rub her pussy. As Luna lets out moans, you look at the other two. "I'm sure I can spare at least... one load..." You say with a smile. "Which means, all three of you need to join me at once."

"We should not risk it," Celestia says, sounding concerned yet disappointed.

"What's to risk?" You ask with a chuckle, pushing two fingers inside Luna. "I had sex with the night guard multiple times. I'm sure I can handle you three and Chrysalis."

Celestia and Cadance both eye each other before they start pulling off their dresses. Hanging them on hooks above the carriage windows, their garments also serve as a curtain to hide your activities. Seeing them strip, you pull your fingers out of Luna’s pussy and help her out of her dress. Celestia takes it and hands it up with hers. As she does, you undo your pants and pull them down and off before pulling your shirt off. Dropping your shirt with your pants, you spread your legs.

Cadance smiles and gets to her knees on front if you, leaning in as she starts licking at your balls. Celestia watches her before leaning in and proceeds to lick your shaft. Turning towards Luna, you grab her right breast and kiss her on the lips. Cadance sucks on one of your nuts, licking all over it and letting out moans. A couple strings of saliva dripped onto her face from Celestia as the white mare continues to lick away at your shaft. She then licks to the tip, wraps her lips around the head, and then starts sucking on the most sensitive part of your cock.

"Oh, you mares are the best..." you moan into the kiss.

Luna smiles and breaks the kiss. "Anything for the one we love."

Celestia pulls off your cock and rubs her cheek against your shaft. "And, for the one who loves us back..."

Smiling, you reach out and lightly grab the back of Celestia's head, moving your hips to rub your cock in her face. The alicorn closes her eyes and lets out soft, happy moans as she feels your hard, warm shaft rubbing against her cheek.

Luna reaches out and lightly runs her palm over your pole. You reach over to rub her back before leaning in to kiss her shoulder. By now, Cadance was done enjoying your testicles and sits up, licking her lips.

Smirking, you turn from Luna to look at Celestia before gently pushing her head lower to your balls. You then pull her face into your sack and you can feel your nuts rest on her muzzle.

“Oh, dirty, Celestia,” Cadance teases, before standing up and leaning forward to kiss you.

You kiss back and reach out to squeeze her dangling tits. She giggles into the kiss before taking her seat again. Leaning back, she lifts her left foot and sticks it in your face.

Chuckling, you start kissing it. Letting Celestia enjoy your sack, you hold Cadance’s ankle and start licking the bottom of her foot. To your surprise, Luna also leans in and wraps her lips around Cadance‘s toes. You can see Luna’s tongue swirl around the toes as she lets out soft moans. You also give the sides of the pink foot a couple love nibbles before sucking on the heel.

Cadance suddenly lowers her wet foot to your cock and starts rubbing. “So, who gets the honor of taking your huge load?” She asks, her toes feeling amazing as they run up and down your shaft.

You look over at Luna and smile. “Well, since you and Celestia have both been able to enjoy my dick, I say we let Luna ride it until I finish.”

Cadance nods and rubs her sole against your cock’s tip. “Sounds fair.”

The white alicorn pulls away from your balls and licks her lips. “Do you feel close?”

You nod and look at Luna. “Ready to climb on?” You ask as Celestia returns to her seat beside Cadance.

Luna nods and turns towards you, swinging her right leg around and over your lap. Sliding over, she positions herself in your lap so her pussy rubs against your shaft. Wrapping her arms around you, she raises her butt to allow you to align your dick. Reaching down, you grip your cock and make sure its aiming upwards. Luna watches you before she lowers herself. You soon feel her wet lips kiss your cock's tip before you feel them spread open and wrap around your shaft. The mare lets out a moan as she slides all the way down your meat.

"Oh, yes..." Luna moans as you grip her ass. She then begins moving her hips up and down rapidly and pressing her tits to your face.

Tilting your head forward, you start kissing her chest as she bounces in your lap. Thanks to the stimulation your cock received prior to this, as well as the fact that there were two other sexy princesses watching you in such a lewd situation, you quickly near an orgasm. You hold back as long as you can to let Luna have her fun and enjoy your dick. When you can't hold back any more, you squeeze her ass and thrust upwards, making her squeak as you start filling up her pussy with your cum.

"I can not wait until we get back," Celestia sighs, watching you fill up her sister. "I need some of that, too..."

"Yes, I'll probably ride my husband for hours," Cadance moans, rubbing her pussy as she watches.

Celestia eyes her before turning and straddling her leg. Before the pink mare can respond, the white alicorn kisses her on the lips and starts grinding her pussy against Cadance's leg. She then reaches lower and pushes the mare's hand away before rubbing the pussy herself. Cadance moaned into the kiss as she feels the sun princess rubbing her crotch while grinding on her leg.

When you finish dumping your whole load deep inside Luna, you hear Celestia and Cadance moan out loudly, telling you they just came. Letting Luna rest in your lap, you feel her breathing calmly. Running your hands up and down her back, you watch the other two. Suddenly, the carriage stops.

"We're here, your majesties!" The driver calls.

You smile and look at your window. Cadance's dress covers most of the window but you can still see a little. The driver, a female royal guard, comes to the door to open it before she sees the dress in the window. She then sees you and blushes. It sure was a good thing that the princesses told all the guards about your relationship, or this would be weird.

Once you and the princesses recover and get dressed, you open your door and get out. The female guard eyes you with a blush and smiles lightly. You return the smile before holding out your hand to help Cadance out. Then Luna and Celestia.

"Here we are..." Celestia says, looking out over the vast wasteland at a tall, rocky spire in the distance. "The Changeling Kingdom."

The Big One: Part 1

You and the three alicorn princesses make your way towards the Changeling hive, cautiously looking everywhere in case of a sneak attack. However, the absence of trees will make a sneak attack impossible.

“I see she’s found another wasteland to call home...” Cadance points out. “Looks just like the last one.”

“She has had lots of time on her hands,” Celestia says. “Still, her speed is impressive...”

As you near the hive, you see a small group of naked changelings at the entrance. They look over at you and the princesses before they start making their way towards you. They are all female with D-cup breasts, a flaccid cock, black skin, and a short horn. Some had light blue eyes and some had green.

“Off to a good start,” you say with a smile.

“What are you doing here?” One of the changelings asks in a raspy voice and defensive tone.

“We simply want a word with your queen,” Celestia says calmly. “We do not want a fight.”

“Well, isn’t this interesting...” another voice says, sounding more mature with a light echo.

The changelings step aside as a taller changeling walks towards you. Her eyes are green with serpent-like slits for pupils and her horn was much longer and spiky. She also has long dark blue hair and a crown. She’s wearing a tattered black dress that only has the left shoulder strap. Her right shoulder and much of her cleavage is exposed as the neckline hangs low. And, from the look of her cleavage, she is a whopping L-cup. Still not as big as Celestia's N-cups but they added to her already impressive figure.

“You must be... Chrysalis...” you say, looking her over.

“Well, whatever gave you that idea?” She asks mockingly. “Now, give me one good reason why I shouldn’t take you and make you my slaves.”

Celestia is about to say something before you step forward. “Changelings feed off love,” you say. “I’m guessing the more powerful and true the love, the more energy you get?”

“Oh, look...” Chrysalis coos teasingly. “Someone’s done their homework. Now, make your point. I’m busy building my new hive, and would rather be doing that than destroying you. But, if you continue to waste my time, I will consider it a death wish.”

“My point is,” you continue, holding out your hands. “If I stayed with you willingly... Wouldn’t that give you more love than if you took me?”

Chrysalis slowly crosses her arms and narrows her eyes at you. “I suppose...” she says through her teeth. “Why would you want to stay?”

“You have something we want,” you explain. “So, we want to trade. I’ll stay with you if you return Shinning Armor to us.”

Chrysalis’ eyes narrow even more. “I should’ve guessed...”

“I could probably give you more love than him, anyways,” You say, taking a step towards her. “Plus, my stamina is, like... through the roof. I had sex with all of Luna’s night guard multiple times all in one night. You need someone like me to not only feed yourself but also your hive.”

The changeling queen stares at you before looking at her drones. “That sounds like a con to get your Captain Of The Guard back. But, if you were to prove yourself, I might consider it.”

“Alright,” you say with a smile. “How should I do that?”

“Fuck her,” the queen says, nodding her head towards one of the green-eyed changeling drones. “For starters. Though, here's the catch; if you fail... I keep both you and Shining...”

You turn to look at the drone, who takes a couple steps towards you. “As you wish...”

🅡🅞🅤🅝🅓 ➊

You step up to the done and slowly reach out, still unsure what to expect. When your fingers touch the changeling’s skin, you realize it’s more leather-like as if their skin is lightly armored. It still feels nice and smooth.

The drone then reaches down to pull your shirt off. Smiling, you let go of her and pull your shirt off, tossing it aside before you undo your pants. Pulling your pants and underwear down, you kick off your shoes and slide your pants off. As you throw your clothes aside, the drone hugs you tightly and you feel her breasts and cock press against you.

“I would love to give you the full treatment,” you say, gripping the drone’s butt. “but, your queen wants to see what I can do, so...” You then grip your throbbing cock and rub the shaft against the changeling pussy.

The drone looks down before looking at you. She then turns and bends over before getting on all fours. When she’s in position, she looks over her shoulder at you. She doesn't have to say anything but you know she's excited. You get to your knees and let your dick rest on her butt. Gripping it, you lower it and rub the shaft against her crotch to lube it up. The changeling's pussy lips are already nice and wet.

Rubbing the tip over the entrance, you feel the warmth already. Not wanting to wait any longer, you push your way inside her, making the changeling moan and causing her wings to flutter. You place your hands on her butt and begin to move back and forth. A changeling pussy is different than a mare's pussy. The muscles inside seem to be designed to expertly massage your shaft and raise your levels of pleasure. You almost wish you can keep it inside forever.

You keep your focus on the drone, but you can feel the eyes of the queen on you, both observing your levels of stamina and also making sure you don't harm her subject. A couple times, when you thrust forward, you can feel your balls lightly slap the drone's balls. It isn't hard enough to hurt, but it does feel nice. Especially combined with the cute moans and gasps that are coming out of the changeling.

The pussy's massages soon become too much as you approach your first orgasm. Speeding up, your own pants increase in frequency as you work yourself closer and closer. Grabbing the drone's hips, you pull her back on your dick and start filling her up. When the first bit shoots inside her, she moans out and closes her eyes as her wings flutter some more. When your cum starts to leak out around your cock, you pull out and allow a whole lot more to pour out.

"Still hard?" Chrysalis asks, noticing your hard-on. "How?!"

"Told you," you say as you eye her. You then look at the drone before moving the tip of your cock to her butt before pushing it in. The drone moans out some more and sits up. You re-position yourself so you're sitting on your butt with the drone in your lap. You then begin to thrust into her as you wrap your arms around her. Moving your hands to her breasts, you squeeze them while rocking your hips.

The drone then slides her feet beneath her butt so she’s in a squatting position before pressing her upper back against you. She then raises her hips and slams her ass back down with a slapping noise. Letting out grunts, she keeps going, her dick swinging up and down.

Reaching out, you grab her cock so every time she raises her hips it’s like she’s fucking your hand. You feel her throbbing and twitching changeling dick as she continues to ride your pole. Leaning in, you kiss her neck and lick her lovingly.

When you start moving your hand up and down in the opposite direction the drone was moving, she lets out more and more moans. Before you can ask her if she’s close, you see her cock start to spurt out a few goopy ropes of cum.

You smile and thrust into her before using your left arm to pull her against you. As you cum inside her a second time, you also furiously jerk her off to make sure she was fully emptied and satisfied. Occasionally, the changeling’s dick ends up shooting jizz all over the drone’s chest.

You then stop thrusting and slide your hands down the drone’s shaft to the base, using your left hand to gently rub her balls. “That was amazing...” you say as you kiss the back of her neck.

You hear Chrysalis let out a growl and step up to you. “On your back,” she orders you. “You’re far from done.” She then looks at another drone. This one has blue eyes. “You. Join them.”

🅡🅞🅤🅝🅓 ➋

You do as told and lie on your back. As soon as you do, Chrysalis places her foot on your face.

“At least you follow orders well,” Chrysalis says with a light smirk. “A good quality in a pet...”

You smile at her. “If you wanted me to worship your feet, all you had to do was ask.”

"Why would I ask?" The queen spat as she presses her toes to your lips. "That wouldn't be any fun at all."

When you're about to stick out your tongue, the queen pulls her foot away before the green-eyed drone sits on your face, her pussy pressing to your lips and her balls resting on your chin. You then feel the blue-eyed drone slip your cock inside her and start riding it. It seems Chrysalis is eager to make you cum so she can prove how worthless you are. Thoughts of proving her wrong and turning the tables on her will be enough motivation to see this through.

You reach up to grab the changeling's hips before you start licking her dripping pussy. You can taste something salty, which is probably leftover cum from when you recently stuffed her. You can hear both drones moan out happily and place their hands on your body. You then hear muffled moaning as if they're making out.

Chrysalis squats down, looking past the drone's ass to look you in the eyes. "Just give up. Give them your love and sleep... When you awake, I will have both you and Shining Armor..."

"Not on our watch," Celestia speaks up, her eyes narrowing at the queen.

Chrysalis chuckles and eyes her before looking at you. "A lot's at stake here... Your failure could lead to an all-out war..." You stare at her as you keep eating out her drone. "To be honest, I'm surprised you've lasted this long. My drones can squeeze the cum out of their victims in seconds. Minutes, when they're hungry."

You continue to lick away at the drone's pussy as you move your right hand to rub her balls. You then feel the balls start to jiggle as the changeling starts masturbating. The changeling riding your cock must also be masturbating because you can feel her balls slap your crotch every now and then. As both drones jerk off and make out with each other, you move your left hand to rub the clit. The added pleasure makes the green-eyed drone moan loudly.

You receive a splash of mare juice to the face, you feel your cock become drenched, and you feel ropes of cum land on your body. Feeling the warm cum and tasting the juices, you let loose and cum inside the blue-eyed drone. As you and the two changelings enjoy another orgasm, you hear Chrysalis growl as she stands up.

"Dammit!" Chrysalis hisses through her teeth. "You," she says, pointing to a red-eyed drone. "You join them. And make sure he passes out this time!"

🅡🅞🅤🅝🅓 ➌

The drone your face gets up as the blue-eyed drone gets up and walks over to stand over you. The green-eyed drone moves to your cock along with the red-eyed drone. The two drones by your still-hard cock sit so they were in the scissoring position with your cock between their pussies. As they press their pussies against your shaft, the one above you squats down and presses her pussy to your face.

The fun resumes as the two on your dick start moving their hips up and down and you feel their wetness smear all over your shaft. The drone on your face just rocks back and forth as you lick away. After a blowjob from Celestia, fucking Luna, having two changeling drones take turns riding you, and the pussy sandwich, plus all the times you came already, your cock is soaked and incredibly slippery. It's like it's wrapped in cellophane as the two drones continue to grind against it.

"You certainly are persistent..." Chrysalis groans. "Shit, if you survive this... I'll be forced to take it to the next level..."

The drone on your face lets you enjoy her pussy a little more before she leans forward and slides her balls to your mouth. You smile and open your mouth to suck on the sack. As you do, you feel the drone's tongue licking all over your rod's tip. The blue-eyed changeling's cock rests on your cum-streaked body and you can feel its warmth as it twitches from arousal. To think, this all started from bumping into Celestia in the halls of Canterlot Castle. Now, you're in an orgy with enemy changelings in a test of stamina to win back Shining Armor so he can use his shield magic to protect Canterlot.

Chrysalis circles around you and her drones, watching from every angle. "Such a mess..." she says, looking at the cum and juices all over you. "Just give up..."

Opening your mouth and sticking out your tongue, you lick all over the underside of the sack. Placing both hands on the changeling dick on your stomach, you rub it quickly. You hear the three mares moan loudly before their juices spray your shaft, coating it another layer of juices. The feeling is enough to make you cum. You can't see the damage, but you only feel a little land on you. The rest must have hit the three drones. You soon feel the blue-eyed drone lean forward and take your cock in her mouth. The rest of your load dumps in her mouth before you feel her cleaning your shaft with her tongue.

"Are you kidding?!" Chrysalis growls, seeing your hard-on. Sighing heavily from irritation, she takes a few steps away. "Clean him up. I need him presentable..."

The drones nod and climb off you before they begin licking all the cum and juices off your body. You feel their tongue run over your entire body, balls, and cock, making sure there wasn't anything left.

"What now?" You ask. "Did I win?"

"No..." Chrysalis says plainly.

"Then... who's next?"

The queen hesitates before looking over her shoulder at you. "I am." She then looks at the princesses. "You three wait out here."

"What, no!" Luna protested. "We will not let him out of our--"

"It's okay, Luna," you say, getting to your feet once the drones had you clean. "If I don't come out, it's my decision to stay. Trust me," you add with a smile.

The blue alicorn gives you a nervous smile as the three drones stand around you on your left, right, and behind you. Looking to the red-eyed changeling, who's on your right, you pull her into a kiss. The drone hesitates, probably due to shock and surprise, before kissing back. Pulling away, you give her hip a pat before walking towards their queen.

"Alright..." you say, looking the busty changeling in the eyes. "I'm ready."

Chrysalis' eyes narrow before she heads back towards the hive. "Then, follow," she says, her ass swaying sexily as she walks. "And, I hope you're ready. You may not survive this."

You take one last look at the princesses before following the changeling queen.

The Big One: Part 2

🅡🅞🅤🅝🅓 ➍

Chrysalis leads you inside the hive. As soon as you enter, a group of changeling drones block the entrance to make sure no one else enters. The queen turns to you before grabbing your shoulders and forces you to your knees. Kneeling herself, she shoves you onto your back.

"This is where it ends for you..." Chrysalis says with a smirk. "I can last a long time, too..."

"I'm sure you can," you say as you smile back.

The queen reaches out and grips your shaft before lightly stroking it. "Touching it for myself, I can feel the energy... You still have much to give."

"I wouldn't mind giving it all to you," you say with a light moan. "As I said, I'm yours, anyways--"

You're cut short as Chrysalis lunges forward and grabs your throat with her free hand, getting close to you. "Enough of your pointless flattery. I know what you're trying to do, and it won't work!" She growls, speeding up her jerking.

You gently grab her wrist. "You're gonna want me alive, remember?" You remind her. "I can feed you and your subjects. I have enough love to give."

Chrysalis pulls her hand away, sighing. "I may want you alive... to feed off you... but, stop trying to seduce me. I seduce you..."

"Oh, you certainly do," you agree, making the queen roll her eyes.

“You know, you do a lot of talking,” Chrysalis sighed, getting up and standing over you. “So, how about you use that mouth for something actually useful?”

She then pulls up her dress to expose her dripping wet pussy and turns around before dropping to her knees. You then watch as she slowly brings her ass closer to you before she sits in your face. As you give her butt a sniff, you feel her hands go back to jerking your cock.

Pushing your tongue inside her hole, you gently place your hands on her thighs. You rub the smooth skin as you continue to munch on the changeling’s butt hole.

You then feel the queen stop stroking your dick, before you feel something wet drop on the top and run down the shaft. She had just spit on your cock. Feeling her resume the handjob, you hear lewd, wet slapping noises as the changeling spreads her saliva all over your dick.

The feeling is enough to make you reach your limit. With a grunt, you feel your cum leave your rod but only feel a small bit land back on your crotch.

“Come on,” Chrysalis hissed, continuing to furiously jerk you off in an attempt to squeeze out all your cum. “How can you last so long?!”

“It’s easy when I’m doing it with someone as hot as you,” you say, before returning to licking her tight hole.

You hear her growl softly as her grip on your cock tightens. “All I have to do... is keep pleasuring your dick... until you can’t cum anymore...”

“Well, you’re gonna have to do a lot better than a handjob,” you say with a chuckle.

“Fine...” Chrysalis sighs, pulling off her dress and tossing it aside.

“Why are you so against sex?” You ask, noticing her irritation. “I thought changelings love sex because it feeds them?”

“I don’t mind sex,” the queen coos. “I just find you irritating. Plus, you brought those princesses with you...”

You let out a chuckle. “Fair enough.”

“Now, enough talking,” Chrysalis snaps, pressing her pussy to your mouth. “Lick.”

🅡🅞🅤🅝🅓 ➎

You feel the queen lean forward and sandwich your rod between her tits. Her soft mounds feel amazing as they squeeze your throbbing shaft. When you feel her start to move her breasts up and down alternately, you grab her ass and bury your face in her wet pussy.

As you lick at the inner flesh, you hear the queen let out soft moans. She tastes rather sweet, which is to be expected. A changeling is like a succubus; They're meant to attract and seduce. They’re perfect sex machines. Lucky for you, you had practice.

You soon feel more saliva drip onto your cock, the breasts smearing it all over the shaft while leaving some on the tip. Rubbing the queen’s butt, you slide your right hand to her tight hole and push your thumb inside. You hear the queen let out a soft gasp as she squeezes your cock with her breasts even more.

“Don’t forget why we’re here,” Chrysalis hisses. “We’re testing your stamina. Try not to mistake this for one of your princess orgies.”

Pulling from her pussy, you lick your lips. “I know why we’re here.”

“How does fingering my ass help you cum?”

“Keeps me aroused,” you reply, pumping your thumb and rubbing the inner anal walls. “Besides, I want you to feel good too.”

You didn’t get a response from Chrysalis this time. About a minute goes by before she says anything. “You know... despite your irritating personality... and your royal connection... you do have an impressive cock...”

You smile and nibble on her pussy lips. “Mmm... Glad you like it...”

“I may like your thick, throbbing cock,” Chrysalis says as she looks back at you. “but I don’t like you...”

“Yeah, so you keep saying,” you reply. You then feel close and smile. “I’m about to burst, by the way.”

Chrysalis turns her head to look down at your dick as she quickly moves her tits. It isn’t long before you start painting them, and her face, with your cum. The queen sighs deeply as she slows her movements to a stop.

“And, after all that...” Chrysalis groans. “You’re still so fucking hard! I guess I have to turn it up a bit,” she coos, before diving forward and wrapping her lips around your dick.

🅡🅞🅤🅝🅓 ➏

The queen’s breasts squish against your belly as she moves her mouth to about the halfway point. Grabbing the exposed half of your shaft, she starts jerking you off. You feel her long tongue slide over the skin of your penis, cleaning the cum off while coating it in her spit.

As you lick her pussy, you let out moans as you finally enjoy the mouth of the bug queen on your meat. “Your mouth feels amazing...” Instead of getting an irritated response, the queen presses her pussy to your lips as she continues to bob her head up and down.

She then pulls off and starts licking at the shaft. “How can someone as repulsive as you have a cock this extraordinary?”

Did she expect you to respond? She kinda seems like a dentist; has your mouth completely occupied yet asks you a question and expects an answer. You want to answer her but, instead, you rub her butt while you continue to lick her. The view hasn’t changed for you in the past few minutes but you don’t mind. She has a really sexy ass.

You now find yourself imagining Chrysalis in a dentist uniform and you start to chuckle, sending vibrations into her pussy. You feel her stop sucking before you hear her speak.

“What’s so funny?” She asks, jerking your shaft with her tits again while slightly pulling her crotch away from your face and looking over her shoulder.

“Nothing, just...” you start with a chuckle. “Just imagining you in a dentist uniform...”

The queen stares at you for a few seconds before returning to your dick. “That a fetish of yours? Dentist?”

“Dress-up and role-play in general,” you answer. “I’d love to stick you in a few outfits and have you act the part. Like, you wear a guard uniform and dominate me,” you say, making her look back at you. Was she liking the idea? “What about a teacher’s outfit and I can work for special credit?”

Chrysalis stares at you some more before she resumes sucking your cock. Before you can say anything else, she presses her pussy to your face once more. Taking the hint, you start licking away at it as you near another orgasm.

It isn’t much longer before you start letting loose inside the changeling’s mouth. You can’t see but you can picture her cheeks puffed out with cum leaking from her nose. As you fill her mouth, she lets out a deep sigh and you are rewarded with a large burst of her own pussy juice.

As you lick at her wet crotch, the queen sucks the rest of your cum out of your cock before swirling her tongue around the shaft, cleaning it. You then feel her lips tightly squeeze your rod as she slowly pulls off, making sure to get everything off.

When you pop free from her mouth, she lets out a deep sigh. “Mmm... Not bad... But, you’re still... so... fucking... hard...” She then starts crawling forward, pulling her dripping pussy from your mouth.

“This mean another round?” You ask, watching her position her crotch over your cock.

“Oh, yes...” Chrysalis coos. “And, my favorite part...”

The Big One: Part 3

🅡🅞🅤🅝🅓 ➐

Chrysalis lowers her hips and buries your rod inside her with a loud moan of pleasure. “That’s a nice cock...” she sighs, before wiggling her hips side to side, making her butt cheeks jiggle as she massages your meat.

You reach out and grip her butt, letting out a moan of your own. “And, your pussy is amazing... So wet... warm... and delicious...”

The queen looks over her shoulder at you with a smile before moving up and down. “Mmm... You miss having it shoved in your face?” She asks, running her fingers through her hair.

You smile back before quickly sitting up. Sliding your hands up her sides to her armpits, then to her breasts, you give her a kiss on the back of the neck. “I miss feeling you against me...”

As you run your hands down over her breasts to her belly, Chrysalis lowers her hands to yours. She’s about to attempt to pull them off before you start kissing the side of her neck.

Letting out a soft sigh, Chrysalis looks over her shoulder at you. She then starts rocking her hips and moving them up and down. “You won’t stop, will you?”

“Do you really want me to stop?” You ask her, thrusting into her.

Chrysalis didn’t say anything. She just places her hands on your legs, leans forward a bit, and begins slamming her hips down into your lap with wet slaps and loud moans. All you can reach now, aside from her ass, is her back. Reaching out, you gently rub her back above her butt before running your hand up a little higher.

“I know you aren’t a huge fan of me,” you say as you slide your hand back to her butt. “But, I think you’re pretty cool.”

The queen slows her movements a little and you feel her fingers twitch a bit on your leg. “If it’s... any consolation...” she starts, before sitting up again. “I don’t hate you as much as I did before...”

“Oh?” You ask, wrapping your arms around her before sliding your right hand to her crotch. “What’s changed?”

“I think I’m just getting used to you...” she replies, before letting out a gasp as you rub her clit. “H-Hey!”

“We’re having sex, Chryssie,” you say. “This is what happens during sex.”

“We’re not having sex,” Chrysalis snaps. “I’m trying to wear you down to prove a point.”

“Oh?” You say, using your left hand to grip her right breast. “Feels like sex.”

The queen lets out another low growl. “Just shut up and cum already!”

Smiling, you continue to rub her pussy while she rides you. “You know... you’re pretty sexy when you’re angry,” you tease, rubbing her nipple. “But, if it’s cum you want, I’ll be happy to give it to you...”

Letting your orgasm happen, you move your hands to her hips and thrust upwards into her. You both sigh happily as you feel her right, warm pussy fill up with your cum. As you do, Chrysalis leans back against you without a deeper sigh.

“Shit...” the queen sighs, before looking over her shoulder at you. “Mmm... One more hole you need to fuck...”

To your surprise, the changeling queen crawls off you but stays on all fours, lightly waving her ass at you. “Come on,” She coos with a smirk as she looks back at you. “I know you want it.”

Her pussy was still dripping with your cum but she was already ready for you to ram her ass. Chuckling, you get to your knees and scoot over to her. “I didn’t take you as a sub.”

Chrysalis frowned at that. “Don’t, for one second, assume that you are in control. As a changeling, it’s my job to get the maximum level of pleasure out of you. More pleasure means more love. Am I right to assume that you like this position?”

You are briefly stunned by how quickly she went from despising your very being to acting like an actual changeling and trying to seduce you. Not wanting to let this opportunity to slip away, you align your cock with her tight hole and push in.

🅡🅞🅤🅝🅓 ➑

Chrysalis lets out a deep sigh as you shove your rod in her butt and grip her cheeks. As you thrust into her, her cheeks jiggle and a moan escapes her lips. Smiling, you begin to go faster and harder, making this queen’s ass your own personal fuck toy.

"You have a nice, tight ass," you moan as you continue to move your hips.

"I made it tight for you," the queen moans, before letting out a grunt and looking over her shoulder at you. "To make you cum faster."

You smile and give her ass a slap, making her gasp. "That may work. Does that mean you want my cum?"

"I want you to lose..." the changeling hissed.

"Turned this into a game, have you?" You tease, giving her ass another slap. "I like games, too."

You see the queen roll her eyes before she looks down at the floor, grunting as you continue to pound her ass. She sure knew how to please you as her tight hole is quickly bringing you to another orgasm. Not much more is said as you grab the base of her tail and proceed to give her a few more hard thrusts.

"Getting close?" The queen suddenly asks.

You nod and chuckle. "This ass is amazing..."

Chrysalis looks back at you before shoving her butt against you, knocking you on your ass. She then scoots back and slams her ass down on your cock. "Now, cum," she moans, now riding your dick.

You place your hands on the ground by your sides as you moan out, about to cum. "F-Fine!" You grunt, letting out your load.

When she feels your cum, Crysalis slams her butt down one more time, letting you fill her up. You hear her moan out deeply, most likely at the warmth of your jizz. She then lets out a sigh and just sits there, your cum slowly leaking out and running down your sack.

The Big One: Finale

🅕🅘🅝🅐🅛🅔

You sit up and slowly wrap your arms around the changeling queen, who quickly looks over her shoulder at you. You look her in he eyes before you start kissing her shoulder and neck. You use your left hand to rub her belly and slide your right hand up to rub her left breast, feeling the weight from her right breast on your arm. Your cock is also still buried in her ass.

"Why?" Asked Chrysalis suddenly.

"Why, what?" You ask, before giving her neck a lick.

The queen looks away from you and lets out a sigh. "Why me?" She asks, more specifically. "You have the princesses... and the Royal Guards... Why give it all up for me?"

You hesitate before nuzzling her neck. "Because you need someone... The princesses and the guards have each other and have done fine without me before all this... You are hiding out in a cave... If I can help make you happy-- make you smile... You just have to accept the trade..."

Chrysalis thinks it over for a moment before letting out another sigh. "I... I admit that... does sound... nice..."

"I can help you decide if you're sill uncertain," you say, pulling out of her before moving round to sit in her lap, facing her. "We can be like this all day, every day... if you want." You put your hands on her shoulders before forcing her on her back. Leaning in, you kiss her neck and work your way down to her cleavage.

The changeling queen is silent now as she seems to be somewhat broken, not really sure how to take all this. She just watches you as you kiss up the side of her right breast before taking the nipple in your mouth. Sucking on it, you grip her left breast and feel her hard nipple on your palm. The queen lets out soft moans but continues to remain silent as you move to her other breast to flick the nipple with your tongue. Giving it a light, love bite and tugging on it with your teeth, the queen moans again.

You then stick your face between her tits and press them together. Trailing kisses lower, you slide back so you can kiss her pussy lips. Smiling, you push two fingers inside and pump lightly. Watching her face gain a very faint reddish tone, you smile and lick her clit. Chrysalis gasps and tilts her head back slightly.

Getting to your knees, you grab her legs and pull them over your own before moving closer so your balls press against her pussy. Moving your right hand over, you rub her left leg with both hands. The queen finally begins moving again as she pulls her right leg back before wiggling her toes. She then presses it to your face. Reaching up, you take her ankle and start licking a her sole. With long, savory licks, you coat the bottom of her foot in many thin layers of saliva. Once her sole was properly wet, you lick up to her toes and begin sucking on one toe at a time,making it last as you smile at the changeling. You finish with her big toe and suck on it a little longer than the others.

Reaching lower, you grip your cock and lift it up to lightly stroke it. "Why don't you summon that cock of yours you mentioned?"

Chrysalis stares at you for a second before speaking. "I told you, I don't want to damage you..."

"I'm not taking it in my butt," you say, moving lower on the foot to lick the heel. "I just want to... lick it..."

The queen hesitated some more before lighting up her horn. Suddenly, there's a flash of green before you see a long green cock resting on the queen's body. It has black balls and is already twitching a little. You take the shaft in your hands and pull it up so it presses to your own cock. Holding it with two hands, you jerk it off as you lean in and give the tip a lick. You hear the queen moan again before you wrap your lips around the tip. While you suck on the changeling dick, you slide your hips back and move your rod to her pussy. Sliding it under the ball sack, you push it inside the queen. When your hips meet Chrysalis', you start fucking her as you pleasure her cock.

"Oh, yes..." Chrysalis moans, closing her eyes.

You then lean forward, laying atop her as her penis rests between her breasts. Pulling your mouth off of it, you look down at Chrysalis as the rod's tip rubs against your chins. The queen looks up at you for a brief second before tilting her head to the side to look away. As you thrust inside her, you kiss her cheek.

"Hey," you say softly, using your right hand to make her look up at you.

You then gently make her tilt her head forward so her mouth presses to her own cock. Taking the hint, she smiles lightly and opens her mouth. As she sucks on the tip of her own dick, you prop up your upper half by placing your hands on the ground beside the queen's torso. You look down at her and watch her suck away as she looks up at you while you keep fucking her pussy.

You can’t believe it. The aggressive bug queen is actually sucking her own penis while letting you be the one on top. With every thrust, you make her dick thrust into her mouth, making her moan in pleasure.

You continue to move your hips back and forth until you feel close. Speeding up, you move your hands to grab her tits, squeezing them as you use them to massage the queen’s cock. Soon, you both moan out and cum. You fill the changeling’s pussy with your warm semen while Chrysalis fills up her own mouth. Cum starts spurting from her vagina, mouth, and nose, getting all over your crotch and all over her chest and face.

You pant as you keep your eyes on her. Chrysalis uses her tongue to push the cock from her mouth. Swallowing, she hesitates before pulling you close and rolling you both over so she’s on top. You stare up at her, not knowing what to expect. Then, to your surprise, she lays atop you, with her pillowy breasts pressing against your chest, and dives in for a kiss.

You close your eyes and place your hands on her butt, kissing back. After giving her ass a gentle squeeze, you run your right hand to her back, making sure to avoid her wings. The queen soon begins moving her hips up and down, letting out muffled moans into your mouth.

She then breaks the kiss and sits up before she begins bouncing up and down, her tits bouncing with her. Placing her hands on your chest, she moans deeply before she starts roughly riding your cock. The changeling slams her hips down hard, her arms pressing her tits together.

You look her over as you keep your hands on her ass, letting out grunts of your own. “Holy fuck,” you grunt, feeling the sexy bug queen getting really into it. “Where was this the whole time?”

Chrysalis smirks as she keeps riding you hard. “You like this?” She asks, moving her hands to your shoulders. She was now leaning forward a bit, which make her breasts dangle and sung with each of her hard thrusts.

“I love this,” you reply, watching her tits sway and jiggle.

The queen closes her eyes and smiles. “I can tell...”

You moan some more before you feel close to an orgasm. “I’m gonna fucking cum!” You grunt.

Chrysalis chuckles and speeds up. “Then, fill me up... like... before!” She moans out, her cock shooting jizz in your face.

When you feel the changeling semen hit your face you close your eyes and let out your own load. You feel her give one thrust to bury your shaft all the way inside her before you feel the warmth of her wet hole filling up. It isn’t long before you feel a bunch of your cum and her juices splash all over your crotch.

“Wow...” You sigh heavily.

Chrysalis lays atop you again and you feel her tongue licking your face. When she’s cleared off most of her cum, she rests her head on your shoulder. "That was... fun..."

"So, you accept the trade?" You ask, rubbing her back.

The changeling hesitates, before lifting up her head to look you in the eyes. Sighing, she nods. "Yes..."

As she says this, you see a couple drones, who were watching, run off to get their captive. They soon reappear with Shining Armor.

"What's going on?" Asks the stallion, currently nude but holding his clothes.

"You're free," Chrysalis says, looking over at him. "Get out of here."

You eye her and then look at the stallion. "Tell the princesses to wait for me." You get a nod from the stallion as he rushes out.

Chrysalis' eyes go wide as he returns her gaze to you. "Traitor!" She growls.

You quickly grab her cheeks and kiss her. Pulling away, you shake your head. "No. I'm taking you with me."

The changeling stares at you before she gets up. "What the hell are you talking about?"

You stand up, too, and step up to her. "This is your chance to give your subjects a better life. Come with me. Show the princesses you no longer want to fight them. Then, you and your subjects won't have to hide in the shadows anymore."

The queen stared into your eyes before looking over at the drones. Crossing her arms, she hesitates in thought. "I... I don't know..."

You smile and reach out, placing your hand on her arm. "You can stay with me at the castle. You deserve something nice rather than a dark, cold cave."

"Maybe, I like my dark, cold cave," Chryssie coos mockingly.

"But, wouldn't you rather your subjects--" you begin to ask.

"My children," Chrysalis corrects you.

You give her a smile. "Don't you want your children to find true love out there rather than stealing temporary love from victims? Same for you. Come with me and you'll never feel hungry again."

You can see the changeling queen thinking about it as she looks over at the drones again. "I do want what's best for them, so..."

"That's a yes?" You ask, leaning in with a smile.

The queen eyes you, her breathing slowing as she starts to calm down. "Fine..."

Now fully dressed, you exit the hive with Chrysalis right behind you. The princesses, along with Shining Armor, are waiting for you by their carriage. A couple drones are watching them from a few feet away. When they see you, they appear both happy and confused.

"Change of plans?" Luna asks as you get closer.

You give her a nod. "I had a better idea... which may have ended your fight with the changelings. Permanenetly."

Celestia, Luna, and Cadance all eye each other before Celestia takes a step forward. "Is this... true?"

Chrysalis hesitates, eyeing you. "Mmm... I suppose it is..."

“Oh, how wonderful,” Cadance beams, clapping her hands together.

Chrysalis grumbles to herself and looks away. “I may not like it, but... it’s what’s best for my children.”

Celestia smiles and walks up to her, getting the queen’s attention. “I am sure they will find others who love them in return. As for you, where do you plan on staying?”

You smile at the question and take the changeling’s hand. “She’s with me.”

Chrysalis quickly looks at you while Celestia smirks. “That is fine by me...” the white alicorn coos.

Going by the look Chrysalis is giving you, you can’t tell whether she’s embarrassed, angry, or something else. Whatever it was, she was holding it back. “Shall we head back?” You ask.

Celestia nods and looks at the others. “One problem. There’s now six of us and only four seats.”

You think for a moment before smiling.”Well... Cadance can sit in Shining’s lap while Chrysalis sits in mine.”

“I am not... sitting in your lap,” Chrysalis hisses.

“Then, I’ll sit in yours,” you say with a light shrug.

The queen’s eyes slowly narrow into slits as she crosses her arms. “That’s better...” She says through clenched teeth.

“Then, it’s settled,” Luna chuckles as she turns and heads towards the carriage.

“I just need a moment,” Chrysalis says, before leaving to go talk with the changeling drones.

“I’m proud of you,” Celestia says to you, putting a hand on your shoulder. “You found a solution that benefits everyone... and saves an entire species.”

You return her smile as you watch the drone hug her queen. "What a happy ending."

"Ending?" Celestia asks with a chuckle, turning and heading to the carriage. "This is just the beginning." Placing her hand on the carriage door, she opened it and looked back at you. "Can you imagine the fun we're all going to have now?" She then disappeared inside as Chrysalis came back to you.

"I am... ready..." she says, still looking uncertain.

You give her arm a pat before heading to the carriage. "Come on, then, my queen," you say as you open the door. "You need to go in first. So, I can sit on your lap."

The changeling sighs and makes her way over to you, moving past you as she enters. You then step in and close the door. Once you're in, you look at Chrysalis with a smile, who simply rolls her eyes. When you turn and drop onto her lap, you hear her sigh irritably but she doesn't push you off. Across from you is Luna, beside you is Celestia, and in the other corner was Shining Armor with Cadance in his lap.

"Comfy?" Luna asks with a smile as they feel the carriage start moving.

You nod and lean back. "Oh, yeah. I got these two nice, soft pillows to lean against." You feel the queen's hands poke your sides, before you hear her groan. Looking over your shoulder at her, you give a snarky smile. "Trying to cross your arms?" You ask. "Little hard with someone on your--"

You can't finish your sentence as Chrysalis shoves you off, making you fall face-first into Luna's cleavage. "So irritating," the queen sighs, crossing her legs. “How do you put up with him?”

You pull out from the night princess' chest to see her smile at you. "We find him delightful."

"Then you keep him." Chrysalis hisses softly.

Celestia shook her head with a light giggle. "Oh, Chrysalis... We don't have any other bedrooms... You shall be sharing his," she pointed out, motioning towards you. "So, you might want to start playing nice."

The queen stared at her in disbelief before leaning back with a deep sigh. "Fine..."

"Come on," you coo, heading back to Chrysalis and climbing in her lap, facing her as you force her to uncross her legs. "I promise to be less annoying."

The bug queen eyes you with a raised eyebrow. "Is that even possible?"

You nod with a chuckle. "Yeah. I just enjoy messing with you because you're so serious."

"This is going to be interesting," Cadance says as she watches you from Shining's lap.

The white stallion was also watching you with interest. "Yeah, to think the conflict is over. I, for one, never thought I'd be in the same carriage as the changeling queen without risk of having my love sucked out."

Chrysalis' neck practically snaps as she quickly looks at him, eyes narrow. "That can be arranged," she threatens as her eyes glow green.

You quickly grab her by the cheeks and make her look at you, quickly leaning in to kiss her. You feel her slowly relax and start to kiss back. Smiling, you pull away and lick your lips. The queen is just looking at you with an irritated expression.

"i hate you," she says plainly.

You give her a hug and nuzzle her breasts. "I love you, too."

As the carriage nears Canterlot, you start to imagine how amazing your life was going to be having the changeling queen sharing a bed with you at the castle. It was then you knew Celestia was right; this was just the beginning...

THE END
or is it?