Equestria Changed

by TheOneWithoutAName

Chapter 12: Failing Plans (Clop)

Previous ChapterNext Chapter

A month passed.

The integration of changelings is slowly moving forwards. 10,000 were already integrated in the past two months.

It was a steady flow, one that the citizens had attributed to the expansion measure their princess had announced, extending their platform and building new homes. It was a monumental effort that did cost the royal treasury a hefty sum. Though the expansion also meant lots of work and jobs for the disguised changelings and ponies alike, creating wealth for them. Even more so as the increased population meant that businesses could expand or settle on the newly established area.

As such it turned out to be a bit of a mixed district. One one side there were quite a lot of residential homes, on the other one could see a certain portion of it becoming commercialized with shops, restaurants and the like settling.

Among those businesses there was a notable shift though. A shift for...sex work.

A brothel opened on the far side with its blaring neon sign. One might think such an establishment would earn a lot of protests in a city like Canterlot. And while some complained, most more curiously shifted their eyes to it. Maybe even interested?

After the events of Nightmare Night, there seemed to be a certain inhibition threshold which had been passed. And once it had been passed, ponies seemed...more accepting and in some cases less shamefaced. With that change in attitude in mind, it seemed less surprising that the changelings, who did set up this business as a food gathering ground, had plenty of ponies to serve. And as shapeshifters they could integrate into Canterlot in any shapes or forms, meaning their offers at the brothel were of the finest and most widespread selection.

From slender and taller grown supermodel like unicorns, to elegant dragonesses with a long tail (tailjobs becoming a thing with those prehensile appendages), or even toned griffons. The brothel had every race in every form with every taste a pony could possibly have or ever develop.

And while this incredible variety might have seemed suspicious to some, most ponies were much too interested in grasping this particular opportunity to fulfil specific wishes or simply explore all that the world had to offer. After all, why risk losing such beautiful mares of all races?

On the other side, the integration of Luna did make some strides as well as she stayed by her sisters side whenever an announcement was made, but also sitting next to her during daycourt.

Celestia clearly wanted to push the blue alicorn into everyone's faces, normalizing her presence, which was a sound strategy for the demure mare’s integration.

Some noted this apparent shyness, but did little more than that as she never really caused a scene. Or nothing too big, besides blushing and shuffling around in her seat.

Officially Luna was also assigned to the guard to have regular inspections of them. A small task to get her more acquainted with the castle staff. Additionally she also had to report to the captain of the guard once a week about her situation, progress and overall feelings to her position and tasks. A safety precaution to find out if she ever got close to a relapse.

So, the dark blue mare stood stock-still in the officers quarters in the evening giving her weekly report to Shining Armor. He knew about the circumstances and even though Chrysalis had certainly amped up his sexual appetite, even he had to get used to the sight of her.

Specifically the guard that was on top of her rear, rutting her right in front of him.

The blushing cheeks and suppressed moans made it clear that Luna was holding back her voice as she quietly went through her week. Wet squelches could be heard clearly as well as a dripping noise that seemed louder than the mare’s speech.

There was no helping the massive boner Shining had popped directly under his desk. He felt tempted to sit on his desk and stuff her mouth. Those luscious blue lips seemed him to beg for this treatment, but he held himself back. He wasn’t sure he wanted to go down that path.

Even more so with how he knew the truth. How he knew that this was Nightmare Moon in disguise. He wasn’t fully aware of all the details, however that knowledge he felt, should make any sexual thoughts towards this new princess much more reluctant, or maybe even closer to being non-existent at all.

Personally he blamed his marefriend for this.

Truth be told...Chrysalis actually had talked with him a lot about those things. About how he could satisfy his needs if she agreed to it. And as a changeling she was willing to agree to share his ‘majestic rod’ with ‘other worthy mares’.

It was another thing about changeling culture. They were much more lax in their relationships and could easily sanction such behavior. It was a part of ‘showing off’ what a great partner you had.

Doesn’t mean of course he was all on board quite yet like previously stated, so seeing Luna like this...left an effect on him.

Especially since he had the explicit permission to rut her.

Now that was something that made the sight almost tormenting.

And to be fair, Shining did have the possibility to order this guard to stop, if he wanted to. Still...he had to admit, that he did like the show. And Princess Celestia herself ordered that Luna could be used at any given time, unless superiors said otherwise.

So he let it be, simply trying to enjoy the show.

“A-And that is haa, a-all for the week!” the dark blue mare quickly finished, only to cry out as the stallion on her behind groaned and gave a few hard quick thrusts as he pumped his white seed into her.

Her legs quivered as juices splattered on the ground.

Shining ignored it and nodded. “Thank you for your hard work. You are dismissed.”

Luna nodded, shivering as the stallion got off from her, his wet rod sliding out of her pink depths with a wet schlick.

Then he left, the alicorn following suit.

The captain looked at her leaving, her pussy winking with cum dripping out of her. The maids actually had complained about how messy the guards quarters were getting. Some of them seemed curious though. But maybe they were changelings. Not all changelings that were brought into the castle worked as guards after all.

The stallion hummed in thought as he looked back over the paper that he was given by the Princess of the Sun herself.

A mission.

She had talked with him about it earlier. Called him to her in the throne room. It wasn’t something that happened often. Even less that he was to leave the capital on his own, which is why he had to talk to Chrysalis about it.

He stood up and took the scroll in his magic before wandering to their shared room.

Past midday she usually skipped out on her chores and lazed around. In her opinion, she had her drones for many menial tasks, so she delegated the less important one’s so that Celestia wouldn’t catch wind of this. In the changelings mind it has to have some perks to stand at the top as a leader, so she liked to choose her working hours herself.

Shining smiled at the thought. This cocky queen could act rather spoiled sometimes. Despite that he knew that she would step up to the plate herself if a crisis happened, showing that she could take responsibility even if she liked to act otherwise.

He arrived, slipping into the door with the living room, the kitchen to his left, while stairs led up to an elevated part with the bedroom, while the bath was to the right as well, just beneath the bedroom.

Chrysalis was laying on her side, munching on some expensive looking sweets as she was reading a book.

She looked up to the opening doors, meeting his eyes in surprise and quickly setting everything aside.

“Don’t tell me you are here because I am needed somewhere,” she said with some light disgruntlement, making him chuckle as he sauntered over.

“No, you don’t need to worry right now,” he assured her, while sitting next to her plot. The queen righted herself looking at him, now more curious.

“So a situation that needs your attention? Or are you just happy enough to see me to skip out of duty?” she asked, eying the paper he floated over to her, which she snatched out of his glow immediately.

“Nothing of the sort, I am not you-”

Chrysalis snorted, rolling her eyes.

“-so the former. A mission outside of Canterlot. I will be gone for a week. Maybe longer.”

Looking over it she hummed.

“...I see. The kirin tribe. Even I have not ventured to the Peaks of Peril yet...mainly because no ponies live there, so I cannot give you any advice on your journey. Though I have to wonder why it has to be you and why you have to go alone as well. I mean, surely you can just fetch some other pony for this?”

He shook his head, “No. I can’t. It is from Princess Celestia herself. Besides, it is just a small mission. The Princess cannot dispatch unreasonably high ressources.”

Chrysalis lifted a brow, “Is that your way of saying that she doesn’t want any ponies to notice?”

He nudged her side playfully, “It is,” then he sighed, “This...it is an order. And I will follow through with it. To keep the secret and to keep you safe as well.”

“Secrets...I am familiar with them. They are necessary, so I will excuse you from your duty of tending to me.”

“I am honored to hear that, my Queen.”

She then spun around, lifting her body over his, sitting down close to his shaft as she was in front of him with a sultry smile that made his cock twitch.

“Then I will give you a present before you go to remember me by. A little incentive to fulfill your mission as soon as you can and come back to me.”

His cock slipped out of his sheath in an instant, making her purr as she humped her nethers against it, the hot wet touch making the stallion’s breath hitch.

“You are holding back still. That is why you are so pent up. I also know about the little show you enjoyed.”

Before Shining could say anything, she held a hoof to his lips, giving him a look.

“I told you that it is acceptable to have some fun if your mate agrees to it. This is changeling culture. Honestly, your guards are deeper in changeling culture than you, and you are dick deep into the queen!”

Just as she said this she pushed up and lined his flat tip with her slit, before slowly sinking down, releasing a shaky breath.

“Literally,” she added with a soft moan.

The captain gave a groan of his own as he was enjoying the tight embrace of her green bug pussy.

“I-I know. I just haven’t gotten used to it yet, so I thought watching might be a good start.”

“But your body wants more than watch. It wants to cum deep into that blue mare, as much as many other mares, right?” Chrysalis coaxed, her hips gyrating in a teasing fashion.

His cock throbbed, precum wetting her passage in a mixture with her own growing arousal. Her teats swayed almost hypnotically in rhythm with her bounces.

“Y-Yes…” he admitted and the changeling queen could practically taste his lust and desire. It was strong, but held back by useless equestrian morales. It was a dormant potential she was eager to burst open for quite some time.

His hips bucked up into her, meeting her downward thrusts in an audible smack. A loud moan escaped her, which spurred Shining on as she felt his desire increasing. His hooves roamed her plot, grabbing it and taking control as he massaged it.

She let him take the control, enjoying how his rock-hard rod was stirring up her soft pliable walls. It was hard, hot and reaching so deep into her that she could feel the pleasure slowly drowning her mind.

Her tongue hung out as he fucked her, his speed fast and his desire taking over. Chrysalis sucked it all in, the lust, overflowing and heating her own body, making her pussy clamp down on his dick as he groaned.

Then she came, her body jittering with the force of her climax as he carried on to use her bug pussy for his pleasure.

Loud cries left her mouth as she leaned against him, his hooves still on her flanks as he held them there while he jackhammered into her prone form.

Chrysalis had a dreamy smile at this dominance. She felt his morales slowly cracking to welcome the lifestyle of a changeling king.

Then he pushed into her balls-deep, moaning as his dick twitched and loads upon loads of his salty white payload were spurting into her womb. Chrysalis shivered in delight.

“Y-Yesssss, fill your queen.”

The white, well-trained stallion groaned again, another shot of his cum, filling her slightly swollen belly even more.

After that he relaxed, which was fine for Chrysalis as she cuddled into him.

“I already had a feeling that I would end up with drained balls while talking to you about my absence, little cuddlebug.”

She hit his shoulder, huffing. “That is queen to you...and yes. I do have my needs, though if helping to fulfil my needs helps you to realize yours, I would say it is a win-win situation. Though in case you plan on backing out from taking what you desire, here is my command. The command of a queen: During your mission you will fuck any kirin that will hinder you even the slightest in completing the goal.”

“...That is a rather broad order.”

“It is. To make sure you do show them your dominance as well. I won’t be happy if your dick wasn’t wetted with at least 5 female kirins.”

Shining chuckled, “You are quite something. I don’t think any other mare would say anything like this.”

“I am quite special,” she admitted, preening at the attention as he gave her a nuzzle and they rested for a bit longer, before he would have to go on his mission.


Princess Luna walked the halls. It was still unfamiliar to her. Hard to get used to this new castle. Still, she felt happy, somewhat. Her sister had forgiven her foolishness and she had the right to earn forgiveness, despite the more...strange ways of doing so.

The staff mostly hadn’t any respect for her yet, some more scared individuals actively avoiding her. Though through her service it were far less than prior. Earning forgiveness by getting down and sucking on dicks seemed to have damaged her intimidation, so despite that she could see some reasoning for her sister’s decision.

After all, you hardly feared a mare that suckles on your balls submissively, or you rut on a daily basis.

It didn’t quite cure her shy demeanor though and the shame she felt didn’t decrease all that much either. She was hard-pressed to deny that she felt good regardless.

Shyness, shame, it felt almost nostalgic thinking back on it. There was something tickling in the back of her mind. Insecurities she was pushing against in a time long past.

‘She… Did I mean myself with she or some other?’ the dark alicorn wondered her brow furrowing as she went for lunch.

The mare just arrived too, strolling through the doors to the private dining room. The plush sun-themed cushion of her sister was on the left head of the table, while her more night-themed one was on the right...occupied.

A stallion sat on it, smirking with his cock erect. A cook it seemed from the attire with a dark grey coat and a grey mane.

Luna blushed, though didn’t stop to walk towards him. She wasn’t allowed to deny anypony. If she did, her sister would be informed immediately. She knew, because it happened before. Back then, this led to her being punished, forced to sleep in the servant’s quarters for three days.

She barely got any sleep during that time.

‘Was Equestria always this perverted?’ she thought, not recalling any events close to what happened after her return. ‘Did 1000 years change ponies this much?’

Just as she was thinking this she sat down, her nether lips being parted by the thick cock as she was sinking down on it.

Luna tried to focus, trying to remember what she was just thinking about, but the hooves gripping her flanks and bouncing her on his shaft were far too distracting to really grasp it again.

A familiar feeling by now. This week she had repeatedly thought on certain subjects, trying to focus on them as it felt like she was overlooking something as if there was something missing, only to have it all shoved right outside her head and replaced by the feeling of a rock-hard cock scrapping along her insides.

“Y-Your order?” asked a pale brown maid with a darker brown mane. It made Luna blush as she hadn’t noticed her. Her head turned to her shyly as she tried to mull it over, while holding in her moans.

“Just give her the usual,” the cook told the maid, shooing her away with the flick of his hoof. The mare did nod and quickly headed back into the kitchen, seemingly more than happy to get out of the room.

Disrespect as respect she had yet to earn.

She accepted it demurely, appeasing the cook as her arousal was tickling his balls. An arousal that was constant by now for her. Repeated stimulation several times a day did increase her libido and made her anticipate these pervert encounters. There was no knowing if she might run into a situation beforehand. That unknown factor was a thrill in its own way.

Her pliable pink walls were used to cock, wrapping around any of the countless shafts that occupied her hole. As an alicorn her marehood could recover any stretching, keeping her nice and tight, no matter if half the castle had a go at her.

And she accepted it in this moment. Her body aiding in the bouncing, her plot meeting up with his hips and thrusting deeply into her.

‘I-It will be over sooner if I do so,’ she told herself.

By that point she already had her food prepared. She wasn’t sure if she didn’t notice the time passing properly with this distraction, or if the cooks were simply that fast in their work.

All the same, her magic started to glow, a fork lifting to dig into some pasta carbonara, white streaks being seen on it that didn’t quite look like the sauce that was mixed with the noodles.

She ate without complaint. The last time she asked about it, they only added more. And...the taste didn’t detract from the meal by much.

The hard thrusts were parting her marehood, the large rod giving her plenty stimulation as she felt it throb inside her. A cacophony of slaps filling the room as she moaned into her mouthfuls of food, one fork full after another.

Minutes ticked by as she ate, the cook seemingly holding back as to not cum too soon into her, to drag this moment out. It wasn’t too often after all one could do things like this with an alicorn.

Once he reached his peak he came inside her. A cry left her lips as the hot cum filled her pink walls up with its thick substance. She was wet, yet she hadn’t cum yet. Though that wasn’t a problem as Luna was sure there would be plenty of other ponies to do this.

The pony shoved her plot off him and slipped out from under her, making the mare shudder as the cock flopped free and onto the royal pillow, staining it. Her own plot came down only shortly after he had extracted himself, her slit oozing his salty payload as she knew it would stain the pillow.

She didn’t even notice the cook getting back into the kitchen as as she finished up her meal. A sigh escaped her as she quickly stood up and hurried outside, feeling like she would have to clean herself again.

Just as she was outside in the corridor did a passing patrol see her, a smirk spreading across his face. He practically skipped forward, already his cock hardening. Then he leaned his head up to hers, seemingly less interested in starting off immediately.

She held herself there obediently. If a kiss was what he wanted, she would grant it to the white-furred stallion.

His lips quickly touched hers, though there was something strange about it. Something almost nostalgic for some reason.

White lips.

A crack appeared.

A pair of white lips.

Another crack, followed by another as she couldn’t help but think of something. Some event back with her sister. Something like encouraging words coming to her mind unbidden.

In a mere moment the mental walls shattered.

Memories flooded her mind unbidden, crashing against her mental surface as they clicked in place. Her fur was darkening and she could barely hear the guard screaming something down the hallway to a nearing stallion.

The white lips. White lips of her sister as she pressed them onto her, pushing for that relationship with her sister that night.

No, Luna’s sister. She wasn’t Luna. She was a separate entity. A separate entity that was suppressing Luna currently. She wasn’t the real moon princess.

It made her grit her teeth noisily. Teeth that were growing sharp as she also grew in height.

She was Nightmare Moon. And she remembered what her ‘lovely sister’ did to her. Not to mention the changeling queen that was filling out that order under the guise of being an equestrian princess.

“The sheer gall…” she growled ferally, her slit eyes setting on the guards that were about to tackle her.

A swipe of her head had the fools drop to the ground via a sleep spell. The least noisy solution for this. Nightmare counted her blessings that the inhibitor ring was only for a week on her horn, otherwise she would have more trouble. Sadly, judging by the screams of nearby guards the spell wouldn’t leave her undetected. There were already reinforcements.

She was about to head off when the regalia around her neck released an eerie glow from its crystal. Then she was shocked by it. Her muscles locked up, making her fall to the ground weakly as a whole battalion of guards arrived.

Being an alicorn she fought the pain, sending a few more destructive spells their way. Two explosions went off, sending the guards flying. And she would have continued wasn’t it for five black forms suddenly jumping down on her, taking her by surprise.

She let out a yelp, the electricity not doing much to the black creatures that pressed her down.

All was over so fast as they tried to put a ring on her horn. Seeing this she fought it again, lighting her horn, only to have the creature bite down on it, grunting in pain from the magic. Nightmare’s scream was louder in comparison. The sensitive nerves in her horn were flaring up in pain. There was nothing for her to do as she was subdued with an inhibitor ring.

The guards came to help by then, holding her still and shackling her, before quickly dragging her down to the dungeons, not caring about anypony along the way as they brought her to her old cell.


It felt nostalgic almost. Being here in the cell again after the mental trickery had worn off. She really wanted to give the bug a piece of her mind for this violation, but she knew that the true culprit was of course Celestia.

Maybe it shouldn’t be surprising and yet Nightmare didn’t think she would ever go this far. It only reinforced her beliefs even more.

Her ears shot up as she heard hoof steps echoing in the corridor. She already could tell who it was. The clang of royal horseshoes was distinctive enough.

Barely a minute later the cell door was opened and she saw the white alicorn again.

A heavy scowl was on her muzzle.

She sighed out, seeming all too tired in her glare.

“Why are you making this so hard on yourself?”


Author's Note

Apologies for the chapter being late. I had a few struggles with it.

Though on to some news. Next chapter will be the Finale of the first Arc. So the story did move along nicely I would say. :yay:

Next Chapter