4014 Batworld

The ocean near the private beach was very beautiful, and almost a public place. The water's itself were very cool, and almost easy to navigate for such a certain lifeform. The nude oceanic Changeling swam inside the waters like a mermaid. She used to be one of Chrysalis's soldiers during the great war that was fought over Equestria. Her race had either been killed, fled, or were just extinct. The remaining changelings, led by a more kinder, peaceful queen had led the remaining Changeling's into the water where they thrived.

The Changelings learned to accept the love that was always flowing through them....giving oceanic color's, and changes to their diet. The new evolved changelings got used to the new surroundings....their horn's now used to speak to each other telepathically, as they all took a vow of silence. The nude changeling had a nice pair of B-cup breast's, as she relished in swimming in the beautiful ocean like a nymph.

Her skin was a cyan color, while her mane was a green seaweed color wrapped in a pony tail. Seaweed was a part of her species diet, and she ate it to help serve her need's. The changeling herself had leg's, but was a bit more evolved to enjoying the water. She threw her mane back to look pretty among the fish around her, as she always did....even though her only friend's were......the fish. She held her eyes shut, basking in the attention she was getting, even though none of the fish were watching her.

A thundering movement of a large creature was heard through her hearing, as her eyes popped open. She looked around, only to here more movement as her back was turned. She used her blank oceanic eyes to survey the area, until she spotted the shadow of a large shark like beast moving toward's her. As it emerged it turned out to be a Barracuda that let out a friendly chirp as the Changeling smiled, and waved at it. Out of nowhere an Anthropomorphic Shark crushed the Barracuda in it's jaws, as it shook the Barracuda violently.

The Changelings eyes widened in horror recognizing the beast in front of her. This Anthromorphic Shark was a natural ocean predator to Equestria's Ocean, and was called a Sharklantean. This one was a Great White of it's species, but it apparently was a very odd breed. The top of his head was red in color, while his eyes were green. He turned to her with a killer stare, seeing a secondary prey after he had devoured, and spat out the Barracuda.

He let out a thundering growl, as he turned himself around, and charged at her with his jaw's open wide, revealing the many row's of sharp pointy teeth.

*****
The Ocean was very nice, and beautiful, as Carissa burst her head out of the water's. Her scarlett bikini made her look incredibly sexy, as a few stallion's could only stare at the beautiful mare. Her D-cup breast's were pretty bouncy, and Carissa honestly liked the way she looked in it, as she continued to enjoy herself. William Gregory was laying in one of the nice lawn chair's, as his body soaked in the amazing sun-rays, as he let out a relaxing sigh. He layed on the chair in a pair of black short's, enjoying the sun.

Alice Roa was in one of the towel hut's that let the sunshine through, as she was in a yellow bikini. Essy Ferguson was wearing a very revealing bikini which kind of made it hard for Will to not get an erection near her. The bra was white, and very skimpy, as the only thing it covered was her nipples, and small parts of her breast's, but mostly revealed her breast's to anyone who was watching. Her panties covered her mostly, but if she wanted to it would take just a small touch of a finger to remove them.

Essy Ferguson was sitting very closely to him, as she basked in the beautiful sunshine with her sunscreen on. Essy could tell even with her sunglasses on, that William had seen her in the skimpy bikini she was wearing, and was trying not to look without getting an erection. Essy smiled, as she reveled in the fact of him watching her before a naughty plan formed into her head, as a predatory grin formed on her face. "Oh William.....could you come with me to one of the other towel hut's real quick?" Essy asked, as William who was currently resting with his eyes closed....opened them, as he turned to Essy.

"S-Sure Essy.....what do you need?" William Gregory asked, as Essy smiled warmly, hiding her devilish grin.

"I'll tell you when we get inside....it's not that much of a big deal really" Essy cooed, as William nodded. The two of them drifted to one of the other seperate towel hut's that the place had. The two moved the beady curtain's around as they vanished inside. Essy Ferguson managed to put up, a barrier around the hut, making it easy to view for other's, but unable for them to access it. She also made it soundproof so that nobody could hear them. She layed on her stomach as she had a bottle of sunscreen in one of her hand's, as her juicy rear faced William who had a huge blush of red on his cheeks.

"Could you put lotion on my back for me, I'd hate to get any sunburn's" Essy Ferguson cooed softly, as William gave her a very affirmative nod. He applied the sunscreen to his hand's, and began rubbing it up, and down her back, as he massaged it, while hearing her let out loud moan's. "Oooohhh.....Oh yeah.....that's the stuff" Essy moaned, as William continued massaging her back, as he applied the sunscreen to her body. Essy could feel a heat in her loins, as the thought of him ravaging her in this heat had crossed her mind. William could hear her blissful moan's, as he finally couldn't hold back.

He slowly rubbed up to her bikini top as a swift touch, snapped her bra, as it fell off her, freeing Essy's breast's from confinement. "OOOOOHHHH!!!!" Essy moaned loudly. A pleasuring shiver ran down her spine, as William began rubbing the sunscreen along her breast's letting the wet oily liquid tease her nipple's, while he rubbed the erection in his short's, rub along her pussy. "Oh Will.....please take me....no one will hear us.....I want you to fuck me with that big cock of yours" Essy whispered softly, as William only smiled. He took off his short's, exposing his throbbing member to her as with just a finger he took off her panties.

He got his hand's wet with the sunscreen again as he looked down at her with a devilish again. He leaned down toward her, and pressed his entire body against her's, as Essy shuddered, feeling his cock, against her entrance. He let his finger's drift down her belly, as he began fignering her pussy, as a loud moan escaped her lip's, feeling the oily liquid in her depth's. A huge pleasure rocked her body, as her eyes rolled to the back of her head, while her tongue lolled out in ecstasy as he continued fingering the mare below him. "OOOOOHHH FUUUCCCKKK!!!!! OH, OH, OH, OH, OH......OOOHHHH YEEEESSSSS......OH, OH, OH, OH, OH, WILL I'M NOT GONNA.........OOOOOOOOHHHHHHH!!!!!!!!!"

Essy Ferguson cried, as a huge amount of her juices gushed out of her pussy, drenching William's entire hand with her hot fem cum. Essy panted coming down from her orgasm, as Will cleaned his hand's quickly. William lined his cock up with her entrance, as he dipped his hand into more of the sunscreen, as he groped her breast's again, as he played with them, while pressing his body against her's. Essy Ferguson sighed in bliss, as she stuck her ass out to him more, waiting for him to give it her all. Essy made sure to lift her tail out of the way more, letting him see her soaked, winking pussy. William pushed his cock deep into her pussy, feel the warmth of her love canal around him, as a moan of satisfaction was heard from the two.

William Gregory loved how tight his marefriend was, and he wouldn't be lying if they became something even more down the road. Essy Ferguson was in bliss, having gotten use to his cock for a while, only made the pleasure for him just as better. Will began thrusting in, and out of Essy's tight pussy, panting in his lover's ear, while Essy moaned in ecstasy. "OOOOOHHH YEEESSSS, MMMMMMM, OH, OH, OH, OH, OH, OH, OOOOOHHHH DON'T STOP.......AAAAAHHHH FUCK.....AH, AH, AH, AH, AH, AH, AH, AH, AAAHHHHHH, RIGHT THERE, RIGHT THERE......YEEEEEESSSSS.......OOOOHHH FUUUCCCKKK!!!!!"

Essy's moan's were getting lewder, as Will kept fucking his mare, going more deeper, and deeper inside her. "AH, AH, AH, AH, AH, AH.....WILL I'M GONNA CUM........AAAAAAAHHHHHHNNNNNN!!!!!!!!" Essy screamed blissfully, as he hilted her a bit higher, and erupted deep inside her. He squeezed her breast's tightly, as Essy's hand's drifted down to her stomach, as her fem cum gushed onto his cock, while his ball's unloaded his hot seed deep into her pussy. The two of them collapsed onto the ground, coming down from their powerful orgasm, as Essy felt her cum filled belly. "Ooooohhh......this was a good vacation" Essy moaned, as William chuckled, while nuzzling the mare beneath him.

"Your amazing Essy" William whispered in her ear, as Essy cooed in response.

"That was one of the hottest sex we've ever had.....I hope you have other dirty idea's to rile me up" Essy cooed, as William gave her a smile.

"Oh don't worry......" He smiled, as he leaned down to her ear's, and whispered his next sentence.

".....I could always fuck you in a cell" He whispered, as Essy turned completely red, while looking away blushing. The two of them managed to get cleaned up, while Essy changed into a nicer bikini. Besides these two, the beach vacation was pretty nice. Valkyrie herself didn't look so bad, as she had a nice booty that showed off her thicc ass. Some of the other mare's were jealous, but Will didn't mind, or even take notice.....mostly because the only ass he was interested was his marefriend's. They both lied on their lawn chair's, as they relaxed in the sun. Alice Roa had finished her relaxing, as she grabbed an innertube, and ran straight for the water.

She smiled to herself, as she looked at open ocean water ahead. She stopped when she noticed a huge bunch of equipment, tangled with a bunch of seaweed that rested near the dock's, causing her to raise an eyebrow. She jumped into the water, and swam toward the pile of seaweed, as she got super close that she could almost touch it. She finally realized it was an Equestrian creature as she pulled the naked, blue Equestrian sea Changeling onto shore. Alice Roa could tell, by the flickering movement of her ear's that she was still alive. She turned the unconscious mare over, as she studied her naked Changeling body with scientific interest.

Her B-cup breast's seemed to be a bit bouncy, from what she could gather. Alice Roa, grabbed her by the leg's, and put them on her shoulders, carrying the aquatic Changeling upside down back to the towel hut, passing her brother, and her brother's marefriend. She placed her against the hut, as she studied the aquatic Changeling again, noticing that she wasn't wearing clothes. The Changeling let out a sharp femmine gasp, as her eyes popped open. Alice Roa let out a scream, as did the Changeling before the two went to the opposite sides of the wall, looking at each other terrified.

They calmed down, looking at each other, as the two of them almost had the exact same mane style, and the exact same face. The only difference was one was an aquatic Changeling, and the other was an Earth pony mare. "Prepare to draw" The Changeling said, not caring about breaking her vow of silence, revealing her pretty voice, as Alice Roa wondered the same thing, as the two of them pulled out their favorite food.

For the aquatic Changeling it was a piece of seaweed, while Alice Roa pulled out a cookie. Both of them let out a gasp as excitement coursed through them, as they squealed like a bunch of silly fillies. "BESTIE!!!!!!!" The Changeling squealed.

"BESTIE!!!!!!!!!!" Alice Roa cried, as the two of them immedietly squeezed each other in a bear hug, their breast's squishing together from said bear hug. Outside on the shore of the private beach, the same Sharklantean from earlier had tracked his aquatic Changeling meal to here, as he headed for the shore. Alice Roa, and the aquatic Changeling had gotten along rather quickly, learning their names, discussing many hobbies, and other topics.

The aquatic Changeling stopped, as she was unable to get the man made junk out of her seaweed mane. "Goddammit.....I can't get this stuff out of my mane...." The Changeling growled, as Alice Roa paused, before speaking.

"I got an idea....how about we style your mane....I'll be the one to do it" Alice smiled, pulling out a pair of scissors.

"Oooohh this is going to be amazing" The Changeling squealed, as Alice Roa got to work. She cut of most of the very saggy mane, not only got the stuff out of her mane, but also had cut a small bit of it, while re-doing her mane in a nice pony tail.

"What do you think bestie?" Alice Roa asked, as she gave the Changeling a mirror, as she looked at her nice mane style.

"It's so soooofffttt, I've never had my mane done like this before.....I LOVE IT!!!!!!" She squealed, as Alice Roa giggled happily.

"Glad you like it bestie" Alice Roa smiled, as the Changeling gave her friend a hug. She seperated from the hug.....only to finally realize that the Changeling wasn't wearing anything at all, allowing her to see her breast's, and her pussy. Alice Roa blushed a small bit before she spoke.

"Uh-N-No offense bestie....but you can't exactly walk around me naked unless this is a nudist beach....which it isn't" Alice Roa explained, as the Changeling spoke.

"But I don't like the idea of wearing clothes....or be completely in clothes" The Changeling explained, as a lightbulb went off in Alice Roa's mind.

"Hang on....you stay here....I'll be back" Alice Roa smiled, as she ran off to a nearby shop, then came back with a blue bikini, as she quickly put it on her. "Now that is much better, we both sure do have some good bodies" Alice smiled, as the two of them posed like model's.

"I agree with you bestie" She smiled warmly, as the two of them shared a warm laugh.

"I'm Alice Roa....what exactly is your name?" Alice asked, as the Changeling cocked her head to the side before speaking.

"I.....really don't have a name....it wasn't given to me by my species" the Changeling explained, as Alice Roa began thinking of what to call her.

"I'll give you a name.....hmmmm....I've got it....why don't I name you.....Maris Roa?" Alice Roa asked, as the Changeling gave her a gleeful smile.

"I love it" Maris Roa explained, as Alice Roa smiled.

"Then that's your name.....Maris Roa".

The two of them heard a thundering boom from the shore, as it immiedietly got the attention of William Gregory, and Essy Ferguson. The Sharklantean from before that chased Maris Roa had come ashore, as it panted, and growled. The creatures name was Nom, as his eyes opened, while his predatory growl grew louder.

Every pony looked at the Sharklantean in suprise, as he growled.

"Where is the Changeling.....I can smell her somewhere on this shore" The Sharklantean roared in it's beast like, fleshy voice. Alice Roa, and Maris Roa peaked out from the towel hut, as Maris's eyes widened in horror, as she recognized the Sharklantean.

"I....It followed me here" She whispered, as Agent 4014, and Agent Spade were now standing up, facing the Sharklantean. Nom stood at a towering 9 feet, as he looked over to where Alice Roa was standing, and spotted Maris Roa.

"So.....your all hiding my prey.....well NOT FOR LONG.......RAAAAAAAHHHHHHH!!!!!!!" The Sharklantean roared loudly, as this showed his huge mouth with it's row's of razor sharp teeth. Nom ran toward Alice Roa with his jaw's opened to kill. Agent 4014 reacted fast, as he got in front of the Sharklantean, and with a powerful kick he managed to push him back into the water.

"ALICE......ESSY, GET MY BAT EQUIPMENT IN OUR TRUCK....NOW!!!!!!!!!" He shouted, as Essy, and Alice nodded, heading back to the vehicle they used to come here. Nom jumped out ofcthe water, as he knocked William Gregory a few meter's back from the coast into some of the crowd's that gathered, causing other ponies to panic, and run from the beach.

"NO ONE PUSHES ME AROUND......PONY.....You just found yourself a pounding.....STRANGER!!!!!!" The Sharklantean roared in a deep voice. Alice, and Essy managed to grab his bat, as Essy went to take it back, while Alice checked up on Maris Roa. She saw her bestie cowering in the corner.....shaking from absolute fear, as she stared at the Sharklantean, completely terrified. Alice Roa noticed this, and looked at her new bestie.

"Maris.....are you alright?" Alice Roa asked, as Maris herself spoke.

"I-I-It.....c-c-came......t-t-to......e-eat m-me" She stuttered her reply, as Alice Roa looked at the Sharklantean with a new protectiveness for Maris in her eyes. The Sharklantean let out another monstrous roar, as everyone fled from the beach, one of the ponies dropping a surfboard. Agent 4014 got up, rubbing the back of his head, as he grabbed the surfboard that was dropped, and used it, as a weapon. He gave the Sharklantean a few more powerful whacks from his training, knocking him back. Nom shook his head, as he re-focused his gaze at his opponent.

Essy Ferguson came back with his baseball bat, and wristpad, as she stopped, seeing them fight. Agent 4014 gave Nom three more whack's, as the sound of wood breaking was heard. Nom looked back at him with a huge piece of the surfboard in his mouth, thanks to his jaw's reflexes. He snapped the remaining board piece with his teeth, as a nervous look came across William's face. Nom gave him a powerful backhanded punch that made him crash into the sand with a powerful *whump*.

Agent 4014 lifted his head up, spitting out the sand before hearing his marefriend speak up. "WILL......CATCH!!!!!!" Essy Ferguson shouted, as she threw him the duffel bag that carried his stuff. He caught it in time, as the Sharklantean grabbed him by the neck, and lifted him up. Agent 4014 was being choked by the Sharklantean who stared at him with a mean growl.

"Perhaps I should eat you instead" Nom growled, as he was about to eat him, when he spotted Alice Roa, running away with the Changeling he had pursued. "So there she is" He growled, as he was distracted, while Agent 4014 whacked him with the duffel bag. This didn't work, as Nom thrashed William around like the Hulk did with Loki before slamming him hard into a bunch of apples.

"WILL!!!!!!!" Essy shouted, running to him.

"BROTHER!!!!!!!" Alice Roa shouted, as a powerful boom sound was heard, as Maris Roa was pinned to the ground with Nom on top. Maris Roa began shedding tears of terror, as the Sharklantean let out a thundering roar, ready to eat his meal. Agent 4014's metal baseball bat was thrown as it hit the Sharklantean in the side of his head, as he looked up, and growled. The baseball bat was magnetically attracted back to his wristpad, as it hit the Sharklantean in the face, who bared his teeth at him angrily.

Agent 4014 was now standing, as his nose was bleeding from the huge hit from the Sharklantean. He used his wristpad to send a distress beacon to the LQS, as he stood ready in a battle stance. He threw one of his explosive baseball's, as he hit it toward his target. The baseball itself missed, as Agent 4014 ran toward the Sharklantean, as the two battled hard with skill, and power. Agent 4014 got 4 powerful hit's off before his next hit was blocked by Nom the Sharklantean. He leaped up high, and cracked the metal bat on the Sharklantean's head, as he let out an angry roar. Nom looked at him with a growl, as Agent 4014 attached a flashbang camera effect to his baseball bat.

With each hit he blinded the Sharklantean, as he got 5 hit's off on Nom. This would have been successful, but Nom predicted his next move, using his other senses, as he punched him into the wooden docks with a loud boom, as Agent 4014 crumpled to the ground, dazed. Nom turned to Maris Roa, and Alice Roa with an angry stare, as the two of them looked at the Sharklantean with fear. Nom noticed, Defender standing 2 feet to the left of him, all geared up with armor, as he held, an electric gun in his hand's. "Hello there"

"RAAAAAAHHHHHHH!!!!!!!" Nom roared, as thousand's of volts of Electricity coursed through his body, as the rest of the LQS soldiers dug in, to clean this mess up. Nom was taken down, restrained, and brought to an offsite LQS Facility, until they could figure out his intention's. Agent 4014, and Agent Spade met Maris Roa who had calmed down, and was a bit shy. Despite the two knowing that Alice Roa was lying about Maris Roa's origin.....they decided to keep it quiet for now, and invited her as a friend. At least until the mole of the 05 Council had been properly disposed of.....as the two of them called their vacation a day, and decided to get back to business.