The queen sighed and pushed her way through the flap, brushing aside the fabric and stepping inside. The second her foot crossed the threshold all the sound that had surrounded her up until this point suddenly fell away, leaving her with the distinct feeling that she had stepped into another world. Shaking off that strange thought, Chrysalis looked around and noted that she wasn't the only one in the room.

There sitting on a nearby table was a thin, skimpily clad pegasus with long teal wings and bright orange eyes. With a grin on her face the yellow maned pony hopped from her perch and approached the queen. “Heya, names Sassaflash, what's yours?” the mare asked, extending a hand.

Chrysalis blinked and awkwardly shook the mare’s hand, so confused by the pony’s friendliness that she very nearly said her real name. “Red Banana.” The changeling replied.

“Interesting name.” Sassaflash responded, her gaze going up and down the changeling’s form.

A form that was currently of a red skinned and banana yellow maned earth pony mare who was wearing a brown and white checkerboard dress that went down to her knees. Confused by the sudden turn of events, Chrysalis looked around and found that other then the bikini clad pony there was no-one around. There was a flap that went into another room, as well as a small bed and a chair, but other then that the small area was fairly empty.

Though her first instinct was to ask where the stallion was, the changeling had picked up enough second hand information to know why the pony was here. “When will the stud become available?” Questioned the queen.

The mare shrugged. “Dunno, probably soon. He just needs to realize that he can't give every mare a half dozen orgasms before finally doing his job.” Snickered Sassaflash.

“Right.” Chrysalis frowned and made her way over to the chair, idly noting that it was far more luxurious than she had first realized. “I suppose I’ll just wait here then.”

Sassaflash placed her hands on her hips and gave the disguised changeling an odd look. “Are you sure I can't talk you into a little fun? It's going to be a while and it really helps the experience if I helped you get ready so to speak.”

The queen frowned and crossed her legs, looking up at the pony with barely contained annoyance. On the one hand it was an absolute waste of time, and Chrysalis was already ornery from carrying around as many eggs as she currently was, but on the other hand the act of creating all those eggs had been love consuming, and getting a snack sounded nice right about now.

“Fine.” Chrysalis muttered, uncrossing her arms. “What do you propose?”

“Well, I am a big fan of sixty nining but you seem to be the time who enjoys being served.” Quipped the mare, leaning in and giving the pony a lusty look. “Or am I wrong, mistress?”

Chrysalis opened her mouth to speak only to laugh. “I like you.” The queen uncrossed her legs and spread them just enough to give the pony access. “You better get to work then.”

“I love it when they get all bossy.” Sassaflash murmured before flashing the queen a bright smile and a quick salute. “Right away ma’am!”

Smirking to herself, chrysalis watched as the pony got down on all fours and crawled her way across the ground, her attention fixated on the changeling’s now exposed pussy. The bin she had gotten her clothes from didn't have any underwear, but it didn't matter in Chrysalis’ mind, as it was going to get taken off anyway. Something the mare didn't seem to mind, as she licked her lips at the sight and crawled a little faster, quickly slipping between the changelings legs and gently pushing them apart a little more.

Stopping the pony with a finger, Chrysalis smirked as she slowly slid forward on the chair while keeping her dress in place, exposing more and more of her legs until finally the dress was completely out of the way. “Well, get to it already.” Chrysalis commanded.

“Yes ma’am!” Sassaflash replied, giving the queen a quick salute before diving in.

Though Chrysalis’ experience with other females was minimal, she did have a few lovers who had eaten her out before. Even that experience wasn't enough to prepare the queen for what was coming next however, as the pony dove in with all the gusto of a mare possessed. Though that passion didn't emerge initially, only coming out when Chrysalis started to truly get into it, proving to the pony, that the changeling hadn't simply been pressured into it.

Before that point the pony had been content to gently caress the changeling’s thighs while giving small, tentative licks to her exposed cunt. After the pony could tell Chrysalis was enjoying herself, everything changed and her true personality emerged and Sassaflash threw herself into it, indulging in her more primal desires with wild abandon. The first warning Chrysalis got was a sudden burst of lust followed by an explosion of pleasure that radiated from her loins.

The pony’s tongue twisted and assaulted each one of Chrysalis’ pleasure points with the accuracy of a well trained slut. Within seconds Chrysalis could hear herself moaning loudly, her body betraying the cold and calculating mask she had been trying to wear until this point. The pony was an expert, and she quickly cycled between driving the changeling mad with pleasure and allowing her a few moments to breathe and relax before diving straight back in again.

The result was a constantly shifting tide of pleasure that threatened to swallow the queen whole. Sassaflash’s hands slipped around the back of the changeling’s legs, allowing the pony to better grip Chrysalis and get even deeper still. The result was immediate, with the queen of the changelings having to bite back another loud, and lewd moan. She didn't want to give the pony the pleasure of knowing just how much she was enjoying it, though at this point it was mostly a wasted effort considering just how shocking the first wave of ecstasy had been.

The queen couldn't help but arch her back while simultaneously pushing herself forward, allowing the pony complete access to her nethers and letting her do whatever she wanted. Prompting Sassaflash to lean forward even more and get all but tonsil deep in the changeling’s now slick cavern. Juices began to flow like a river from the queen’s love canal, drawn out by the powerful stream of lust that was flowing into her.

Though the emotion itself wasn't quite as nutritious as love, it was enough like the pure emotion to enable Chrysalis to begin the task of refilling her drained love reserves fairly quickly. Even the refilling of her empty emotional reserves wasn't enough to break through the haze of pleasure that hung heavy over the queen’s mind. No lover had ever truly done this for her after all, and in a moment of clarity Chrysalis committed this pony to memory as well, vowing to keep her as a pleasure slave until the end of the pony’s natural life.

The soft sound of said pony’s tongue slurping all but filled the queen’s ears, making Chrysalis realize just how much effort this strange pegasus seemed to be putting into her work. A sniff of the air told the changeling queen that not only was the pony putting a considerable amount of work into pleasing the disguised changeling but she also seemed to genuinely enjoy doing just that. As the distinct scent of arousal filled the air, the unique and pungent smell belonging to none other then the pony in question.

The queen’s fingernails dug into the faux leather of the chair, her body reeling from the last wave of pleasure, and leaving her amazingly close to orgasm. Chrysalis was silently fascinated by just how far the pony had come in such a short time, and the changeling briefly wondered if carpet munching was her special talent before dismissing it as a silly notion.

The pony’s tongue pressed forward, twisting upwards and pressing against the queen’s love button while her fingers simultaneously squeezed Chrysalis’ ass. Though the changeling hated to be in any position other than one of absolute authority, her body couldn't resist the mare’s temptations and rewarded her with a gush of juices. Chrysalis squeezed her eyes shut and bit her lip hard enough to nearly draw blood, making her silently thankful that she wasn't in her native form as she no doubt would have pierced her lip by accident.

Long luxurious licks were lavished upon the queen’s clit before pulling back and circling it a few times, making Chrysalis unable to resist the urge to moan aloud. Said moan seemed to spark something in the pony though, who grinned and pushed forward once more, breaking out another trick the changeling had yet to experience. Over and over this continued for almost a minute before Chrysalis could resist no longer, and the urge to cum all but overwhelmed her mind.

“I’m coming!” Cried the queen, her voice flickering for a moment as her disguise nearly vanished amidst the powerful surge of pleasure.

Another gush of juices splashed against the pegasus’ chin, though even that wasn't enough to make her stop her attack on Chrysalis’ clit. Back and forth Sassaflash worked her tongue, continuing her assault for the entire time the queen orgasmed, drawing out the feeling for what felt like minutes. When finally it passed and the changeling slumped into her chair, she was out of breath, and utterly baffled.

As she lay there, panting and confused, the pegasus chuckled and stood up, wiping her lips and swallowing any stray juices. “Wow, you certainly were enthusiastic, have you never been with another mare before?” She asked.

Chrysalis nodded slowly, looking up at the pony with barely contained wonder. “I have but… I just, it's been a while.” She muttered, the lie sounding as weak out loud as it had in her head.

“Really now? Cus I don't think I’ve heard a pony moan that loud if it's just been a while.” Chided the mare, who smirked at the queen. “To me that sounds like a pony whose never come that hard in her life.”

Though it was true, Chrysalis refused to give a mere pony that pleasure and the changeling simply turned away and yanked down her dress. “It's just been a while.”

Sassaflash took a step back and raised her hands defensively. “Sure lady, whatever you say.”

Chrysalis stood up suddenly, only to stumble a step when her hooves didn't initially respond to her call. Brushing off the offered hand of assistance Chrysalis propped herself against the side of the chair while waiting for the weakness to pass.

Behind all her anger was a strange confusion which made the changeling stop and really think back on her sexual experiences before now. Sure she had enjoyed intimacy with many ponies and changelings before, she was an immortal after all, but what that pony did, was not something the queen could say she had partaken in before today. After scanning her memories, the queen was quickly able to discover the answer as to why this was, and after figuring it out, she had to stop herself from face palming.

Her changeling lovers couldn't really even be called that, as for one they were little more then seed donors who acted out of biological impulse rather than a desire to please. Sure her pony lovers had evidently tried, and succeeded where her changeling ones had failed but they had all been so firmly under her control that their movements were jerky and their actions clumsy at best. The only pony to come close was…

Chrysalis shook her head vigorously and stood once more, forcing her legs to respond to her commands as she rose to her full height. With her breathing normalized, and her legs no longer wobbling, she straightened her back and tried to appear as regal as possible while still recovering from the powerful orgasm.

“Uh you alright there Red?” Sassaflash asked, her hand on the queen’s shoulder.

“I’m fine.” Chrysalis barked.

“Alright, you just seem a little off is all.” Sassaflash replied.

“It's just been a long time is all.” Chrysalis muttered before shaking her head.

“Hey I get it, it's cool. I’m just glad I was able to help.”

The queen nodded slowly, only to turn towards the flap a second before a strangely familiar shape popped in. The mare had yellow skin and an orange mane and wore an exasperated scowl on her face. “Miss Red Banana, your stud is ready.” She remarked dryly before stepping fully into the secondary room and holding open the flap.

Chrysalis grinned and walked past the pleasure mare, her confidence surging. “Excellent, lead me to them.”

The pony sighed and extended a hand towards the next room. “If you’ll just step right through here, we can begin.”

The confident grin worn by the changeling didn't last long after she entered the second room, and as the flap settled in behind her, her smile fell away. A stallion stood next to a large and comfortable looking bed, completely nude and busy stretching his arms above his head.

“Well hey there little lady, pleasure to meetcha.” The stallion greeted before grunting as he twisted his body. “I’ll be right with ya in a sec, doc made me swear I wouldn't do anything stressful without stretching first.”

Chrysalis glanced back at the other female and noticed that she had slipped back through the flap, disappearing out of sight. For a moment she was gripped by indecision, silently wondering if she should just turn around and leave without issue. That sentiment didn't last long though, as she quickly quashed it, as she was poignantly aware of just how weird it would be if she came all this way only to back out at the last second.

Instead of leaving she turned back around and eyed the stallion in a more critical light, studying his physique. He was slightly larger than most unicorns and his light tan skin covered a fairly impressive set of muscles. His brown hair was cut short and neat, though he kept it a little longer in the back and upon his hips were two large pink donuts on either side.

“Donut Joe?” Chrysalis muttered.

The stallion grinned and extended his hand. “That's my name. Don't suppose you know me from my restaurant eh?”

Chrysalis nodded weakly, shaking the stallion’s hand. “But I thought you were in Canterlot.”

“Oh I was I was, but after I overheard princess Twilight going on about how no-one wanted to help stud at the festival, well it just didn't feel right to leave a pretty mare like her in the lurch ya know?” Joe explained, pulling back his hand and grinning. “Now I know you were likely looking forward to getting the chance of becoming more intimately acquainted with the princess, but I assure you won't leave this tent unsatisfied.”

Again the urge to turn tail and run occurred to the changeling, but this time she didn't contemplate it for more than a few seconds before dismissing it. She had time, this disguise was shot, and her emotional reserves could use a little more refilling, besides, the stallion before her wasn't that bad looking. He was even kind of attractive, Chrysalis thought to herself, only for the queen to shake her head and rid herself of such a traitorous idea.

“Fine, I will call your bluff.” Chrysalis exclaimed, before easily shedding her dress and letting it fall to the floor.

“Great! And might I add that you are one of the most beautiful mares I’ve seen all day.” Joe exclaimed with a wide, friendly grin.

Though Chrysalis would normally have dismissed such a weak compliment, something about his honesty, and genuine enthusiasm made her resist the urge to do so and instead merely smile politely. “So, how exactly do we do this.” Chrysalis inquired.

“However you want, but if you’re leaving it to me I’m a fan of doggy style.” Joe replied, still grinning.

Though Chrysalis once more was tempted to resist, as the position wasn't exactly one that the powerful queen of the changelings would allow herself to be in, right now she wasn't a queen, but rather a simple pony who only wanted a foal. With a shrug, the changeling crawled onto the bed and got into position, her legs and hands spread, ready for Donut Joe to slide inside her.

“Like this?”Chrysalis asked, glancing over her shoulder.

“You’re perfect!” Donut Joe declared, flashing the changeling an even bigger grin as well as an enthusiastic thumbs up.

Chrysalis couldn't help but blush after receiving such a compliment, as the surge of genuine attraction was not something she was used to. She didn't have long to contemplate this twist of fate however, as the stallion stepped up onto the bed and got into position behind the queen.

“Now I’m going to take it nice and slow at first, you just tell old Joe if you want him to speed up.” The stallion whispered, his hands gripping the queen’s shoulders and squeezing slightly. “I know the boss don't like it when I take too long but I think everyone should enjoy themselves ya know?”

“R-right.” Stammered the changeling, who could feel the attraction continue to trickle from the stallion, as well as a growing undercurrent of lust.

“Atta girl. If you want me to change anything just lemme know okay?” Joe offered.

Chrysalis nodded meekly, before looking forward and ensuring her legs were spread enough for the stallion. Though she mentally berated herself for her suddenly meak demeanour, she ultimately brushed aside such worries with the weak excuse that it was just part of her disguise. Even if only a few minutes ago she had decided that this identity was also much colder, and far more calculating.

Shaking her head, the queen focused on what the stallion was doing, paying attention to the subtle shift in his weight upon the bed. The velvety caress of the surprisingly comfortable sheets was wonderful, and added to the pleasant manner in which his hands ran down her back. Though calloused, the stallion’s digits felt unexpectedly good, with the male’s soft and gentle touch making Chrysalis shiver in anticipation.

He began at her shoulders and slowly slipped down her body from there, squeezing slightly at points and kneading her soft skin every once and a while. When his hands reached her waist they stopped and wrapped around the sides of the changeling’s hips, giving him a solid grip. Chrysalis assumed that he would push forward, only to be pleasantly surprised when he leaned down and pressed a kiss between the queen’s shoulder blades and following that up by three more, each one below the last.

Chrysalis’ eyes closed and she bit back the almost desperate urge to moan that began to fill her. Such attention was strange but not unwelcome, and Joe followed up the action by continuing to kiss down her back while slowly rubbing his thumbs into the changeling’s hips. Though the queen wouldn't have assumed that such an action would feel as good as it did, she was astonished to feel that she nearly moaned again before he had even entered her.

He didn't waste too much more time though, evidently catching the heady scent of a needy mare that she exuded in waves. “Someone’s ready for the main course.” Joe quipped, his finger dipping between Chrysalis’ sopping lips and pulling by a slick digit, coated in juices.

“But it's you who will be digging in this time.” Chrysalis replied with a smirk.

“I like you, I can already tell we are going to have some fun.” Donut Joe exclaimed, smirking right back at the disguised changeling.

Chrysalis blinked, only now realizing she hadn't looked at the one part of his anatomy that most deserved her attention. A glance between her breasts and back towards the stallion told the queen all she needed to know, and made her cheeks alight with a lusty blush. He was big, not impressively long, but with some serious girth to him, enough that the changeling went back through her mental archives and discovered that he was likely the thickest stallion she had ever taken before.

With one hand around the base of his shaft, the stallion slid forward, guiding the head of his cock against Chrysalis’ slick opening. The instant the mottled tan head of his cock made contact with Chrysalis’ folds the queen shuddered, her body remaining honest even while her mind continued to try and disobey. She was beyond such worry now though, and as he began to slide forward and press himself deeper into the mare’s body, Chrysalis felt her worries and fears melt away amidst the gentle waves of pleasure.

For now she wasn't the queen of a dying race, or a being bent on revenge and domination, all she wanted was for the male to continue, no matter what that entailed.

Sliding forward, the stallion eagerly did just that, with one hand remaining glued to her hips while the other slid up her back, fingers outstretched. As this happened, he paused mid thrust and when he continued, he caressed her back, somehow making the feeling of penetration even better. Over and over this happened until finally she felt the entirety of his cock rest inside her, his thick, girthy length spreading her wider than anything else ever had.

This time there was no resisting the moan that came unbidden to her lips, and no regret once it passed. A moan that was quickly joined by a grunt of exertion coming from her partner, who evidently shared in the queen’s pleasure. This shared sense of pleasure seemed to morph into a shared desire, as Chrysalis pulled forward just as Joe began pull back, ending with both creatures meeting in the middle.

The clap of flesh meeting flesh was clearly audible over the sounds of their moans, and both creatures found themselves wanting more. For Chrysalis that meant arching her back slightly, spreading her legs a little more, and using her hands to get a better grip on the bed. For Donut Joe that meant gripping a little tighter, wiggling his hips into a better position and thrusting harder and faster.

Both pony and changeling quickly reached a sort of harmony, though it was marred somewhat by Chrysalis’ poor experience with a real lover. Not like Donut Joe made mention of it, the stallion sprinkling in compliments on the changeling’s appearance and cute moans every once in a while. An act that was strangely endearing, though the more logical side of the queen’s mind demanded he take it back for how potentially patronizing it could be construed as.

That side of her was quickly kicked to the back of their mind though, as the changeling fell fully into her assumed identity, and abandoned any pretense of keeping her pride. Throughout it all the stallion continued his slow, and methodical thrusts, careful to not speed up until the queen had a chance to adjust to his size. Something that she could have done in an instant if she wanted to do, but held off due to just how good the slow, and natural stretch felt inside of her.

For once she was having sex not just for the obtainment of genetic material, and the queen decided that if she was going to indulge in frivolous pleasure, then she was going to indulge in it fully and without restraint.

Once her pussy stretched completely around the girthy intruder they picked up the pace, though even that was slow as well, with the stallion picking up speed only to slow right back down. When he slowed, Joe leaned down and thrust deeper, and harder, without pulling out quite as much, some of his weight resting against the changeling’s back. Occasionally he would reach around the queen’s body and gently cup one of her breasts, squeezing and kneading her tender flesh and sometimes even giving her nipple a brief, and gentle tweak.

Chrysalis was confused by this act at first, but she quickly found herself in love with the oddly intimate feeling that mixed perfectly with the teasing nature of the lusty act. It was rough, but it was also gentle, kind, yet strangely teasing, giving Chrysalis the love she wanted while helping to give rise to a side of her that she had never even knew existed. Each time he teased her he went a little further, squeezing her breast a little harder, occasionally nipping her neck, the male driven by Chrysalis’ ever louder moans.

Nothing could last forever though, and the queen could already feel her first orgasm coming on, signalling the beginning of the end. She almost regretted the rising pleasure that welled within her, still, she had to admit it was fun while it lasted. Donut Joe seemed to sense her coming orgasm as well and sped up his own thrusts, gripping her hips tightly and not slowing until she finally cried out in pleasure, her pussy quivering around his cock as it sprayed it with hot marecum.

Donut Joe slowed down slightly while the changeling came, her breathing becoming ragged as she experienced one of the most powerful orgasms of her life. After she regained control of her breathing and was able to rise once more, she sighed and glanced back over her shoulder. “That was wonderful.” She declared.

“It wasn't so bad for as far as entres go.” Donut Joe replied, his trademarks smile plastered firmly on her face.

It was at that point that Chrysalis realized that he had yet to cum, despite it being a good ten minutes since their session began. The changeling cocked her head slightly, only to realize that not only hadn't he finished, but he was also still quite hard. Instantly the changeling’s face turned a bright red and blushed profusely, her hubris now realized.

“Y-you can continue.” Chrysalis whispered as she looked down, unable to meet the stallion’s gaze.

“Well ain't you just the cutest thing.” Donut Joe said with a smile, as he gave his hips a firm buck. “You act like you never had a partner last longer then a few minutes.”

Chrysalis blushed even harder, silently berating herself for her foolishness, the full realization of how silly her assumption had been only now settling in. After all, this stallion was evidently not here to solely give the queen the genes she needed, but rather was intent on giving her a good time as well. Unlike the queen’s former partners, who she could no longer even think of as lovers, not while she was currently with a being who truly fit such a label anyway.

“You ready to go?” Donut Joe asked gently, a hand on the queen’s shoulder, his cock still balls deep inside. “I can slow down for a bit if your still a bit shaky.”

“N-no. I’m ready.” Chrysalis declared, pushing her back straight and setting her shoulders once more. “Don't hold back this time.”

“Well alright, that's what I like to hear.” Donut Joe declared, giving the queen’s ass a light smack and making her already red skin turn even redder somehow.

The stallion began to thrust all over again, this time quickly picking up speed and maintaining that tempo while also going as hard and as deep as he could manage. The change in mood was a sudden, but not altogether unpleasant shift, and both Chrysalis’ logical and illogical sides agreed that this was even better. Something about the more passionate, intense nature of this pace intrigued her naive side which had never experienced such an event, while her logical side agreed that this was the fastest way to get this over with and onto the next tent, where Twilight might be.

With that in mind both halves of Chrysalis agreed to more fully give themselves to the moment, she pushing back against every thrust and actively tried to milk the stallion for all he was worth. Muscles she had never actively used suddenly sprung into life, and Donut Joe was surprised to feel his partner’s pussy clamp down around his cock. Not only that, but Chrysalis also made sure to time her counter thrusts properly, making them both feel even better each time their hips connected with a wet slap.

In no time at all Chrysalis could feel herself getting into it, and sense the arrival of her next orgasm far in the distance. She also began to get better at sensing the arrival of her partner’s own orgasm, as the subtle way in which his cock twitched, and his voice hitched gave her all the hints she needed to feel it coming. Though it was still pretty far away, the queen had a few ideas on how to bring it closer, and with a smirk on her face she chose to break out the first of such ideas.

The next time he leaned down, the queen pressed herself against his chest, moaning deeply, and nuzzling his cheek. The act seemed to catch the stallion off guard, as he nearly stumbled for a second before grinning and getting right back into the groove of things. Though he didn't say anything, he didn't have to, as Chrysalis could feel a wave of appreciation emanate from the stallion, followed closely by a fresh and renewed surge of lust.

Both of which the emotivore quickly devoured, savoring the flavor just long enough to get a good taste before focusing once more on the task at hand.

Donut Joe had pulled back once more, and had begun to slam into the changeling queen with an intensity she had never felt before, making her slightly above average breasts jiggle with every thrust. This orgasm was coming quickly, that much Chrysalis could tell, and though she was happy it was nearly over, as it meant she could continue with her mission, the queen wondered how far she could push it.

When he began to slow the next time, the changeling reached back and interlaced her fingers with her partner’s stopping him before he bent fully and making a smile cross his face. “If that's how you want it, you best prepare yourself little miss, because here it comes!” shouted the stallion.

“Bring it on! I can take it!” Chrysalis yelled right back.

With an even wider grin then normal plastered on his lips, Donut Joe grit his teeth and grunted, the stallion throwing everything he had into the act. His hips became a blur as he slammed himself into the changeling’s pussy with ferocity the queen hadn't experienced from him yet. Each one of these lightning fast thrusts was also matched by a surprising amount of power that made Chrysalis’ ass quake and her tits shake.

Though she didn't think she could initially keep up, the queen surprised herself by doing just that, somehow managing to stay the same speed as the enthusiastic pony despite her lack of experience in this regard. With every twitch of the stallion’s cock and every grunt that escaped his lips, Chrysalis knew she was getting closer to her goal, her own orgasm rising at about the same pace. Something she tried to chalk up to coincidence, but her more logical side knew that she was definitely enjoying the fact that she was reciprocating for once.

It didn't take long for his twitches to become more rapid, and his grunts to become deeper and more pronounced and soon enough Chrysalis could feel him getting close . It wasn't long before his orgasm arrived, and at about the same time hers did, but before that could happen she reached back with her free hand and grabbed his hip, squeezing his ass and holding him in place. Though she didn't go as far as to open herself to his seed, she had to admit that she was tempted to do just that, as the stallion was quite the specimen.

His love output was considerable despite the fact that they had just met one another, and Chrysalis could already feel her reserves slowly filling. With both her dietary and physical needs met, the queen was all but glowing as she half lay there, the top half of her body splayed out on the bed while her back half remained up. Joe reached down and gently pressed his lips against the changeling’s cheek before pulling back and out.

“Well that will do it.” He exclaimed, stumbling off the bed and grabbing a towel. “Twilight’s friends came by and made sure to juice me up with some magic so don't worry about it not taking on the first go. Though, if you came by to see old Joe after this, well, I certainly wouldn't complain.”

Chrysalis slowly pushed herself up. “Maybe I will Joe, maybe I will.”

The stallion blushed and passed a second towel to the disguised queen. “Here, ya might want to clean yourself up a bit before ya go. If you need anything else, Sunny Daze can help you.”

Chrysalis nodded, and after using the towel to clean herself up as the stallion had suggested, quickly donned her dress. Moving to the exit flap on the other side of the room, the changeling paused and gave the stallion a look, smirking at the big dopey grin on his face. “See you soon, donut boy.” Chrysalis remarked with a snicker, before slipping through the flap and making her way back into the hustle and bustle of Ponyville’s busy streets.

With a grin on her face the disguised changeling skipped down the road, her appearance having changed to a blue skinned and burgundy haired unicorn wearing a bright yellow tank top and a pair of green sweatpants. Though she had been unsuccessful in her quest, and had burnt four of her disguises, the changeling couldn't bring herself to be angry or even disappointed. She had more emotional energy stocked now then she had in years, and all of it had been freely given, making it taste that much sweeter. In addition, she also just felt great, which was probably due to the mind numbing amount of orgasms she had over the last couple of hours.

The queen adjusted her breasts beneath her top and hoped that she didn't see that annoying Sunny Daze pony again, as she had increased her cup size since she had first registered and didn't want to have to explain such a sudden change. Still, it was worth it, since she had extracted more lust then ever after the change, and her partners really seemed to enjoy it as well. Two things that made it worth the potential fallout if her suddenly larger tits were discovered, as it helped burn through her disguises faster and increase her chances of finding Twilight.

Plus it made her feel sexy, and almost everyone she had fucked since she had made the change had complimented her on them. A thought that was quickly dismissed as a fringe side benefit, and definitely not something she actually cared about. She was a changeling queen after all, and she didn't concern herself with the opinions of her prey, well, too much anyway.

Patting her stomach, Chrysalis noted that she very well might have to take a break and bottle some of the energy she had gathered, given just how much her belly sloshed after only the light touch. I don't know why I even bothered collecting love the old fashioned way, if my drones made only a couple disguises and went to several of these festivals we could easily gather what we need. The queen stowed that thought away for now, just in case her plans fell through and she didn't end up dominating all of Equestria inside a year.

Shaking her head again, the queen set her jaw and took on a more serious expression, trying to keep her mind from wandering while she had a mission to complete.

The queen strode confidently through the crowded streets, brushing past talking ponies, and enthusiastic shop keepers as she made her way towards the next tent, and hopefully Twilight. That was until she caught the faint whiff of disgust in the air and paused to look around. Though it was directed at her, it didn't seem to be personal, which only served to confuse the queen when she noticed a white skinned and magenta maned unicorn scowling openly at her.

When their eyes met, the pony’s scowl disappeared, and she pretended to keep walking, though Chrysalis could feel the disgust lingering for a while.

Shrugging off the strange encounter the changeling gave her disguise a once over, only to find that nothing seemed out of the ordinary. What a weird pony. Wasn't that one of Twilight’s minions? Chrysalis thought to herself, before continuing her determined strides towards the tent numbered thirteen, pushing all such thoughts from her mind.

Outside, sat an unfamiliar unicorn who seemed far more upbeat than the normally down trodden ponies who manned the tent entrances. Walking confidently over to her, Chrysalis smiled as much as she could manage. “Am I in the right place? My name is Blue Cherry, I should be on the list.” She announced, a hint of nervousness in her voice.

The pony blinked. “Oh yes, your right on time miss!” She exclaimed. “First time?”

Chrysalis nodded quickly. “Y-yes. I’ve never done anything like this before.”

“Well just head on through and the twins will help you out.” She exclaimed, using her magic to pull open the flap to the tent.

Chrysalis nodded meekly and stepped inside, silently congratulating herself on her great disguise work. “T-thank you.” she whispered.

“No problem, and remember, have fun!” Exclaimed the pony.

Chrysalis stepped through the open flap and took in the now familiar scene of the tent’s interior. This one was the same as every other, with a nice relaxing chair set aside, as well as a single sized bed, a table full of toys and lubricant, but where it changed was the fact that where there was usually only a single pleasure mare, there were now two. Both of whom were grinning from ear to ear and holding hands, eyeing Chrysalis critically, and hungrily.

They were both about the same height, with the one on the left appearing only slightly shorter than her partner, though that wasn't by much. Her skin was a light teal, and her hair was a long and curly white, which bounced whenever the earth pony moved. Her eyes were a soft magenta, and on each side of her exposed flanks were two intertwined horseshoes. All she wore was a tiny purple miniskirt and a matching bra.

Her partner was a little taller, and a little thinner, and her hair was nearly the same shade of blue as the earth pony’s skin was. Her eyes was a slightly lighter blue and her skin was a stark white color, nearly matching the first pony’s mane and on her flanks were a pair of dark storm clouds with a lightning bolt coming out the bottom. Her wings fluttered slightly, and she grinned a little wider when her gaze rested on Chrysalis’ large breasts that were obviously uncontained by any bra.

“Well well well Shoeshine, what do we have here?” The pegasus purred, stepping closer to the changeling.

“A delicious little morsel by the looks of it White Lightning.” The earth pony replied, grinning just as wide as her partner.

At that moment Chrysalis was quite glad that she had chosen to make this identity slightly less confident than the rest, as she was temporarily overwhelmed by the sheer wave of lust the two ponies exuded. “R-really?” She asked nervously.

“Oh, indeed, I can't wait to dig into you.” The first replied, licking her lips.

“If you don't mind that is, we don't have to do anything if you don't want us too.” The second cautioned.

“Well…” Chrysalis blushed and bit her lip, her gaze lingering over the pair’s forms for several long seconds.

The earth pony was slightly wider, with larger assets and a slightly heavier frame while the pegasus had longer, more shapely legs while also not sacrificing much when it came to curves. As she gave them another brief look, both struck a pose, the earth pony pushing up her chest and pursing her lips while the pegasus smiled seductively, and traced a hand up her side.

“Like what you see?” Shoeshine asked.

Chrysalis nodded. “Are you really twins though?”

Both ponies shrugged in unison. “That depends.” Shoeshine began.

“Do you want us to be?” White Lightning finished.

Chrysalis smiled to herself, having figured that they weren’t actually related after merely looking at them for a few seconds. “I don't really care.” She replied with a shrug. “So long as you get me nice and wet.”

Both mares smiled. “That's what I like to hear.” Shoeshine declared,slipping her hand away from her partners and gripping it tightly. “Do you have a preference by chance?”

“Or do you mind laying on the bed and letting us get down to work?” White Lightning added.

Chrysalis shrugged and turned to the small bed. “I think I can trust you two know what you’re doing.”

Both ponies shared a grin, following closely as Chrysalis made her way over to the bed, shedding her clothes as she walked. Her shirt being the last thing to fall to the floor before laying on her back, her hands covering her breasts. “L-like this?” Asked the queen, as cutely as she could manage.

That got the right response, as both mares instantly lit up, obviously turned on by the shy act Chrysalis was putting on. “That's perfect!” Shoeshine declared.

“Absolutely perfect.” added her partner.

“Just lay back and relax. We’ll make you feel good.” Shoeshine whispered seductively as she strutted over to the queen.

White Lightning fell in behind her partner, allowing the earth pony to take the lead and slide between Chrysalis’ legs. With a gentle push, the pony parted the changeling’s legs, allowing her to lean in and get nice and close to her prize. With a soft touch the pony caressed the queen’s thighs, prompting Chrysalis to relax fully and expose her glistening pussy for all to see.

A sight that the earth pony seemed to enjoy immensely, as she licked her lips. “If I’m going to fast or you want me to stop just let me or White Lightning know okay?” She reiterated.

Chrysalis had to fight back a smirk, and nodded hesitantly. “Y-yes miss Shoeshine.”

That seemed to have the right reaction, as the pony seemed even more intrigued than before, and dove in quickly, her lips pressing against Chrysalis’ slit. One pair of lips met another, the two connecting in a strange version of a kiss, as the pony leaned forward and deepened that kiss by slipping her tongue into Chrysalis’ body. While she pushed further, her hands continued to move, with one reaching up and caressing the tender flesh of Chrysalis’ lower body while the other kept her upright after pulling back from the changeling’s inner thigh.

Biting back a moan, Chrysalis silently marveled at the mare’s skill, as it had only been moments since they had first begun, and already she felt amazing. Though not quite as good as the first mare, Chrysalis was quickly coming to realize that she had been an exception unto herself. Not like the queen minded though, as she was still quite good, and worth the small distraction, plus it didn't hurt that the affection she was currently feeding the changeling tasted quite good as well.

As the earth pony fell into a rhythm of lavishing Chrysalis’ drooling slit in attention, the pegasus remained off to the side, enjoying the sight of her partner eating the changeling out almost as much as Chrysalis herself was enjoying actually receiving that pleasure. It was obvious to the queen that they were enjoying this as well, something that made the flow of affection from Shoeshine into her, and the love between both ponies all the sweeter.

That didn't last long though, as the pegasus seemed to remember she had a job to do, and discarded both of her remaining clothes, allowing the changeling to get a good long look at her now nude body. Though she could see pretty much everything before she discarded the undergarments, as they didn't exactly cover much, it was strangely hot to see the entirety of the pegasus’ body without obstruction. Chrysalis blushed a little as she stared at the pegasus, noting that the other female’s nipples were slightly larger than average.

Chrysalis wondered what exactly the other pleasure mare was going to do considering the fact that Chrysalis’ pussy was currently occupied by an eager mare who seemed to be doing her best to make the changeling cum, and quickly. She didn't have to wonder for long though, as the pegasus put one knee on the side of the bed and swung her body over the changeling’s, covering the queen’s body with her own. At that point Chrysalis didn't even care what she did, so long as she did it soon, as the anticipation was killing her.

Thankfully she didn't have to wait long for that either, as the pony’s hands caressed the changeling’s midsection and pushed up her ribs. She continued this several times while moaning, and pushing out her own breasts, a combination that felt oddly good. Though even then Chrysalis wasn't sure if that was coming from Shoeshine, or White Lightning, as the changeling doubted that such a simple, gentle touch could feel so good on it's own.

After Chrysalis relaxed a little more, the pony’s hands went up a little further, squeezing and kneading the changeling’s large, soft breasts. Something White Lightning seemed to enjoy immensely, as she made sure that each time her hands reached the twin lumps of fat she remained there for a moment longer than the last time she did so. The result amazed the queen, as the act seemed to increase the sensitivity of her breasts until even the pony’s gentle touch was enough to make her shiver in ecstasy.

While this was happening Shoeshine continued to work deeper, and faster, the pony evidently a well experienced pussy licker. She was a little more insistent than the other pleasure mares Chrysalis had experienced so far, but that certainly wasn't a point against her, as by now Chrysalis was about as ready as she could get. She wanted this, wanted to be pleasured like the queen she was, and these lesser beings were more than happy to do just that.

The two ponies seemed to work into a rythm somehow, with White Lightning gripping and squeezing Chrysalis’ breasts while Shoeshine plunged her tongue deep into the changeling’s dripping sex. The effect was immediate, and Chrysalis quickly found that everything felt that much better. Shoeshine shifted, her hands cupping Chrysalis’ butt and gripping it tightly, and before the queen had a chance to ask what was going on, she felt her backside raised slightly, allowing the earth pony to push even deeper.

The feeling was incredible, and a loud moan managed to sneak past the changeling’s guard. This seemed to be what the other pony was waiting for, as she leaned forward and pressed her lips over Chrysalis’ breast. The pegasus mimicked her partner’s own intensity well, sucking hard on the changeling’s nipple before pulling back and letting it pop out of her mouth.

The two pony’s rhythm was unbreakable, and when one pushed a little deeper, or was a little rougher, the other quickly followed suit, making Chrysalis writhe in pleasure. The combination of the two different kinds of attention was amazing, and add to that the way White Lightning used her wings to caress the changeling’s body and it felt like Chrysalis was completely entrapped in a loving embrace. One so powerful that Chrysalis could feel her orgasm surge forward, rocketing to the forefront of her thoughts and arriving far faster then she had first assumed it would.

Both ponies seemed to feel it coming as well, and their efforts redoubled, with Shoeshine slurping even louder, her tongue moving faster, and pressing deeper. White Lightning’s wings seemed to know exactly where to touch, and just how hard to do so, adding to the already immense pleasure Chrysalis felt from having her breasts played with. As her orgasm came closer, the changeling queen made a note of exploring that particular fetish more when she had the chance, while moaning loudly.

Finally, her orgasm arrived, and when it did, Chrysalis abandoned the shy act she had been putting on, allowing her body to relax and her arms and legs to be spread wide, her voice growing louder then either pony had heard before. Instantly Chrysalis felt a surge of pride, mixed with a cascade of lust, both ponies evidently proud of making this supposedly shy mare cum, and cum hard.

Neither relented though, with both ponies continuing to keep up their assault until Chrysalis’ body finally stopped twitching and she lay slack on the bed. Even then, White Lightning pulled back first and stepped to the side, and only a few seconds later was joined by Shoeshine, who gently placed Chrysalis’ backside on the bed before stepping aside. Wiping her lips, the pony grabbed her partner and instantly locked lips with her, the two making out with all the passion of two ponies who hadn't seen each other in months.

Chrysalis had to stifle a snicker at the sight, only barely containing the urge to break her cover and not act like the shy mare she was supposed to be. While she sipped away at some of the love that bled off the pair, she focused mainly on gathering up her clothes while pretending to care about her decency. Sure enough, she was all but invisible to the two ponies who were busy grinding against one another, occasionally moaning, when one or more hands did something naughty.

“Miss Blue Cherry? He's ready for you now.” Came a soft, polite voice from the open flap leading to the next room.

Not even that was enough to knock the ponies from their lust induced state though, making Chrysalis shake her head and sneak away, her clothes pressed against her body, hiding her privates. “Oh, r-right. I’ll be right there.” Muttered the changeling, as she hastily slipped through the flap and left the pleasure mares alone.

Once inside, the changeling quickly looked around and found that she was now in a room with a lanky blue skinned stallion with even darker blue hair. He seemed relaxed, even while completely naked and sitting on the end of the bed. Though Chrysalis felt a little disappointed that it wasn't Twilight, she dismissed that feeling quickly, and looked down to the stallion’s crotch, more interested in what he was packing.

The changeling was rewarded with a most delicious sight, and a long, thick cock that was easily one of the biggest she's seen all day. Jack pot. Chrysalis thought to herself, though she made sure to make certain that her enthusiasm didn't reach her face as she was still playing the role of a shy mare looking to have a foal.

“Are you ready miss?” Asked the kind voice from beside her.

“Y-yes.” Chrysalis stuttered as she took another awkward step into the room. “I think I’ll be just fine.”

“Good, I’ll be right outside if you need something.” The voice added before it's owner slipped through another hidden flap and vanished.

“Are you ready?” Asked the earth pony, who uncrossed his legs and stood up, revealing the full extent of his large stallionhood and making Chrysalis blush with anticipation.

“I’m as ready as I’ll ever be.” Chrysalis replied, dropping her clothes, and walking towards the stallion, not even worried by the fact that her mission had still yet to be completed.

Chrysalis stumbled out of the tent with a blissful look on her face, her hands clutching at her clothes and hastily tugging them into place. The changeling hardly even noticed the look she was being given by a few of the ponies as she was all but floating on cloud nine. The last stallion had been good, really good, and though normally the queen would have settled for a subject of his calibre, she had a bigger fish in mind.

Once her clothes were back in place and the queen was trotting off towards the bathroom where she had stashed her next set of clothes, she could feel the bliss slowly melt away. The cool air did wonders to calm her libido, and by the time the changeling had neared her target the after effects of her most recent orgasm had died. Leaving only a guilty feeling resting in the pit of her stomach, guilt born from just how much she had been enjoying herself.

Sure the cramps she had been getting from holding in all the eggs was annoying, but more irritating still was that she was no closer to her goal. Chrysalis’ smile fell away, and the queen ground her teeth together as she realized just how distracted she had become. They are tools, dammit! Keep it together Chrysalis, we have an alicorn’s seed to acquire and army to birth.

The queen pushed all such fuzzy thoughts from her mind and focused completely on why she was here, forcing her features to become neutral once more.

With grim determination, the changeling entered into the public washroom, slipped into the last stall and retrieved her next disguise from a tile in the ceiling. While she changed, and pulled off her clothes she made sure to focus inwardly, stomping out nearly all emotion, until she was once more the queen she needed to be. In a flash, her shape had shifted, and the weak, shy pony she had been a moment ago was discarded, and was replaced by a far more confident pony with a somehow even more garish outfit.

“This will be it, I can feel it.” Chrysalis declared triumphantly.

The queen dumped her clothes into a nearby garbage can and strutted out into the street once more, her confidence soaring.

The disguised changeling leaned heavily against the side of a building, uncaring to the fact that she was currently standing in someone’s garden. She was tired, not physically mind you, as she had more than enough love to last her a few months if she was only feeding herself, but emotionally and mentally exhausted. The days had not been kind, and time was running out, a fact made all the more apparent by the sun beginning to set in the distance. The clouds above had turned a soft pink, the town strangely still, as the ponies began to disperse in preparation for the coming night.

Glancing at a nearby clock, Chrysalis realized that the festival had only an hour left before it was closed for the season, leaving only enough time for one final stud. The changeling winced and gripped her midsection in both hands, her guts audibly gurgling as her body rebelled against her. Wincing, the changeling nearly fell to the ground, only barely able to keep her body from releasing the eggs quite yet.

This is it, she has to be in the next tent or I’m just going to have to take whatever fate deals me. She thought grimly.

Pushing through the pain in her midsection, Chrysalis stood on shaky legs and trotted out of the flower bed she had been standing in, and back towards the festival grounds. She wanted to move quickly, to not waste time, but her body wouldn't allow her to move at an expeditious pace, and the queen was forced to all but limp in the direction of the last tent.

Thankfully there weren't many ponies left, and the few who were still out at such an hour, seemed intent on returning to their homes, or whatever inn they had rented, ignoring the grimacing queen completely. Stopping one last time, the queen leaned against a closed stall, glancing around the corner and scanning the area.

Sure enough, tent number twenty three was set a little further back from the others, and away from the general traffic that centered mainly around the town’s center. Grumbling with every step, the changeling made her way towards the tent, only to stop again and force herself to walk normally. The changeling queen reminding herself that this identity was a little shy, but also eager, and definitely did not have a reason to limp around like a wounded animal, growling at every little perceived sleight and inconvenience.

Plastering the nervous smile on her face, Chrysalis gave herself one last once over before approaching the tent, noting idly that there was no desk outside like most others. Looking down, the changeling smoothed out the wrinkles in her pink polka dot t-shirt as well as her green denim hot pants before glancing into a nearby window in order to check the other part of her disguise.

Her bright orange hair was long, and tied neatly into ponytail, leaving only a few clumps of hair untied in the front, giving her a slightly messy look. Tugging at her eyelid, the queen looked into her green eyes and noted that they seemed okay. With that done she took a step back and idly noted that her red skin appeared normal, and not in need of a touchup, much like the orange apple on both of her hips.

With her disguise perfect, the queen fell back into the role she had established for herself, her hands clutched before her and a nervous smile on her face. With haste in her step, the changeling crossed the distance and nervously tapped on the tent wall. “H-hello? Am I too late?” She asked, not having to feign her nervousness when she spoke.

“Is that lady Orange Apple that I hear? Or is it time to check this faulty ear?” Replied an oddly exotic voice from within the tent.

“N-no, I’m Orange Apple. Am I in the right place?” Chrysalis replied.

“Indeed you are, child of mine. Please come on in, and skip the line.” The voice replied.

With a gulp, Chrysalis pushed down the worry that persisted at the edge of her mind, and reached forward. “O-okay, I’m coming in.”

With a shaky hand, the changeling reached forward, and tugged open the flap, emotions warring endlessly in her mind.

This is it. She thought grimly to herself. This had better work.

Author's Note

If you want a chance to get updates early as well as access to patreon exclusive content, and commissions, head over to my patreon!

Join me over on patreon and get instant access to exclusive content and early looks at new stories, patreon only stories and other great stuff! Check it out!
Or just join the discord to ensure that you dont miss an update.
This update was made possible by the wonderful support of readers like you:
Anonymous, Apollyon, Azin, Blade Tech, Brendan, Canary in the coal mine, Ceepert, Chris, Craig, DioKyo, Doomgooey, Facinus, Free, GruB, I am unknown, Ivar, Jeffrey, Josh, Kali, M, Makani, Mecha Paladin, Megatyrant, Menthol Qtip, Mike, Mikhaila, Mirvra, Nathan, Nfreak, Nicky Aelia, Octavia, Pacsik, Peter, Random Reader, Shootig Star, Soundtea, Starless, Steven, T Sparkle, Tiwake, Todd Herron, Trash Panda, Travis, Vigilant Watch, Xvos, and last but not least Zarivin.