Sweet Innocence

by darf

Rating: mature
Tags: My Little Pony: Friendship is Magic, Changelings, Original Character, Porn, Fetish, Queen Chrysalis, Non-consensual, Sex, Sweetie Belle
Length: 16698

A mysterious new filly joins the class, and suddenly Sweetie Belle is overtaken by a strange, sweet smell, and a funny feeling between her legs...

A new, sweet-smelling filly joins the CMC in school. Captured by the strange aroma encircling her in class, Sweetie Belle's head starts to spin, and the special place between her legs begins to get all wet and sensitive. She runs off to the bathroom to figure out what's going on, only to have the new filly find her, and 'help' her out with her new, mysterious problem...

Sweetie Belle learns about sex. The fun, easy, sultry, sugary-sweet, seduced by a mysterious transfer student sort of way. And all the while, her head filled with flower-smell, visions of honey, and a strange, background buzzing noise...

Takes place in pre-Season 4 canon.

Commission for Anonymous.

Content Warning: Foalcon, mind-control/pheromones, transformation

Title by dawnbreez.

Published 2020-03-15 00:40:02 UTC
Last updated 2020-03-15 00:40:02 UTC

Weakness to Grass-Type?

"Everypony, I'd like your attention please."

Miss Cheerilee was standing at the front of the class, her hoof held high into the air. A few ponies in the back (notably Snips and Snails) took an extra moment, along with a stern glare from Miss Cheerilee, to finish their chattering.

Wordlessly, Diamond Tiara and Silver Spoon passed a note and began to giggle silently. Applebloom glared at them, but received a pair of rolled eyes in response.

"Ahem. Now then, class. We have a new student joining us today. I'd like everypony to give a big Ponyville Elementary School welcome to... Junebug!"

Miss Cheerilee stepped aside and gestured like a showpony presenting a new wagon at the freshly-arrived newcomer. The questionable and mysterious transfer student. Tenkosai (translator's note: tenkosai means transfer student).

Everypony's eyes widened as they strained in their seats to get a good look.

Junebug, for her part, stared shyly at the ground, and shuffled her hooves about awkwardly. She was a small pegasus pony, a little smaller even than the CMC, and she had a beautiful set of white-green swirling wings, that flittered on her back like strands of gossamer woven into tapestry. Her long, white-pink mane hung over her eyes, and those were covered over by glasses, a too-big-pair that made her nervous eyes look extra doe-like standing in the headlights of twenty eager pony stares. Her legs were slender, flaring out slightly at the hooves, and her tail was dainty, cloud-like poof of white, pink, and green, all colors in pastel mixed together and meeting at the cotton-candy tip.

"Um," Junebug said quietly. "Hello, um. Every...pony." She seemed to pick the words in her head, then load them onto her tongue before ejecting them politely into the room. She hung her head when she had finished speaking, staring at the floor as though waiting for it to open up and swallow her into a conveniently placed underground volcano. Possibly just anywhere without so many little ponies staring at her.

The class was weirdly silent. Just staring.

Miss Cheerilee cleared her throat impatiently.

"Ahem. Class?"

"Oh, right," Scootaloo said loudly, smiling.

Applebloom sighed and smacked a hoof into her forehead.

Scootaloo cleared her throat.

"Welcome to Ponyville Elementary School, Junebug!" she said, the practiced rehearsal everypony had suddenly forgotten.

And, as easily as a classroom of young ponies forgets what to say when somepony new arrives, everypony in class suddenly remembered exactly what to say and mimicked Scootaloo's inflection perfectly.

"Welcome to Ponyville Elementary School, Junebug!" everypony droned in unison—or, everypony who wasn't whispering under their breath to Silver Spoon. Diamond Tiara. Applebloom threw another glare, this one twice as vicious. It bounced harmlessly off Diamond and Silver's perfect counter-armor, called "not noticing Applebloom when she is glaring at you". Shucks. That one always seemed to work. Applebloom crossed her hooves and pouted.

"Um... th-thank you, everypony," Junebug said quietly. She didn't raise her eyes from the floor, and her rubbing of one hoof along her other foreleg was becoming almost rhythmic in its frequency.

"I'm sure you'll find your time here to be absolutely wonderful!" Miss Cheerilee bloomed, smiling as she guided the tiny, almost-paper-delicate pegasus to the only open desk in the classroom—in front of Snips and Snails, behind Scootaloo and Applebloom, right next to Sweetie Belle.

Sweetie smiled as the new pony helped herself awkwardly into her desk. She raised a hoof and extended it as soon as the new pony had managed to wriggle into her seat.

"Hi!" she said, her voice cracking sweetly. "My name's Sweetie Belle. These are my friends Applebloom and Scootaloo." Sweetie Belle gestured forward to the friends in question. Scootaloo threw a wave and a smile. Applebloom grinned briefly, but settled quickly back in to shooting mind-missiles at Diamond Tiara and Silver Spoon, who were still whispering just outside the range of Miss Cheerilee's super-honed teacher-hearing. Applebloom had no reason to suspect the two of them would be up to any thing good... but not knowing just made things ten times worse. Hmph.

"If you need anything around the school, or just have questions about Ponyville in general, you can ask us!"

Scootaloo nodded, and even Miss Cheerilee, who overheard Sweetie's little speech on the way back to the front of the class, seemed pleased with the honest attempt to show friendship to someone who must be in need of it. She demonstrated this satisfaction by busying herself with her desk for a moment, giving Sweetie a minute or two to make proper introductions. Sweetie Belle made a mental note to bring Miss Cheerilee something special from home next class. Maybe one of those cupcakes she'd made in cooking class last month? She was pretty sure at least one of them had come out not completelyburnt...

"Oh. Um. Alright then. I... will. I'll do that. Thank you." Junebug smiled softly, and took Sweetie's extended hoof with both of hers, shaking it as gently as a spring rain before releasing her hold. Sweetie Belle studied her own hoof for a moment, as though a boquet of flowers had began to bloom from it.

"Oh... that's right!" Sweetie Belle jerked to attention suddenly, snapped away from the tiny tingling feeling lingering in her hoof. "Miss Cheerilee didn't tell us where you're from."

"Yeah," Scootaloo piped in. "Have you always lived in Ponyville, and just decided to go to school now? Why would you do that? I'd never go to school if I didn't have to. Just sit around, relaxing on clouds, hanging out with Rainbow Dash, doing skateboard tricks, checking out as many books from the library as you want... I'd go crazy!"

"Um... no. I haven't... we didn't live in Ponyville until just recently," Junebug said, studying a scratch in her desk as though it contained the secrets of the universe. Her eyes seemed acutely unable to focus not only on whichever pony was speaking but on any pony in general.

"Anypony ever told you you remind 'em of Fluttershy?" Applebloom asked, craning her head backwards over her desk. DT and SS had quieted briefly, leaving her glare with nothing to attend to. She softened it into a quizzical look, for the sake of politeness. Junebug hadn't done anything yet, after all.

"Who... um. Who is, Fluttershy, um, please?"

"Hey, she totally does!" Scootaloo said, breaking into a fit of giggles.

"Oh. I'm sorry. I didn't mean to... sound like anypony else..." Junebug crumpled into her desk, folding up like a paper crane. Wishing desperately for rain.

"Hey, come on! Don't make fun of her. What kind of way is that to treat a new student?" Sweetie Belle put a hoof on Junebug's back and rubbed softly along her wings. Junebug flinched away at first, but seemed to relax after a second or two, raising her head slightly and looking at Sweetie with a look Sweetie wasn't sure how to translate. Deep, deep, green eyes.

Sweetie Belle blinked. Had she forgotten to have lunch? Her head felt light.

"Oh, lighten up. We were just joking around," Scootaloo said, rolling her eyes. "Welcome to Ponyville, and stuff," Scootaloo said, turning back to face the front of the classroom. Miss Cheerilee had finished her generous desk-sorting time and returned to the blackboard, waiting for the group's chatter to die on its own before doing anypony the discomfort of noticing it was still going on.

Applebloom gulped and returned to a similar front-facing position.

Sweetie did the same, but not before smiling at her new classmate. Junebug smiled back at her, a small smile, but very certain, with the light catching and blooming in her eyes like crystal.

Sweetie shook her head and wiped a hoof across her forehead.

Since when was it so hot in here?

"Now, class, if you could all settle, please, and return your attention—yes, thank you, Snips, the paste is not for eating right now—thank you. And now we can return to today's lesson on photosynthesis." Miss Cheerilee pointed with her teacher's pointing-stick (do those have an official name) at a complicated-looking labelled diagram of the inside of a flower. "Does anypony remember what this part is called?"

"Ooh, ooh, is it the sternum?" Scootaloo asked, her eyes wide.

"Um... no, Scootaloo, that isn't quite..."

"It'th the coccthyx!" Twist shouted gleefully, studying from her notes.

"The... I beg your pardon? Twist, I think you have your notes mixed up..."

The classroom devolved back into the general chaos of Miss Cheerilee attempting to focus her students, leaving Sweetie Belle's attention to wander aimlessly as she waited for the end-of-day bell to ring.

It was hot though, wasn't it?

Sweetie Belle looked around to see if somepony had turned up the heat when she wasn't looking. Only the middle of spring, and somehow she felt like she'd come to school smothered in a winter coat. She was sweating, definitely. Whoo. Wiped another hoof across her brow.

And what was that smell?

Sweetie couldn't place it. Definitely something sweet, maybe a candy. Had Twist brought in snacks again? Only, she didn't see any...

Why did she want to hug so much?

Sweetie was feeling strange. She squirmed in her seat, not necessarily hoping nopony would notice, but figuring they were probably too busy goofing off to pay any attention to her anyway. Her seat felt too small, uncomfortable a little. She shifted, trying to find a comfortable position. Her seat was... why was her seat wet?

Sweetie Belle placed both hooves on her desk and pressed down hard against the lacquered wood. She wasn't going to throw up, not like that, since she'd had the Griffon Flu last winter... and it didn't feel bad, necessarily, just... strange. Like she was waiting outside a bakery getting a whiff of the first batch of donuts baked for the morning. Sweetie licked her lips unconsciously, then played with her tongue in her mouth, noticing whatever sweet smell was floating in the air had wormed its way into her mouth, and seemed utterly incapable of vacating.

Cookies. Fresh-baked cookies, or... spun sugar, something that was very hot and being woven into something very thin and sweet. Sweetie was swaying in her chair slightly, eyes half-focused. Was Miss Cheerilee still there? Was she teaching? Somehow the words she was saying were turning into a dull buzz before they reached Sweetie's ear...

And a tingle. She felt it for sure, enough to almost wake her up from whatever dream she was slipping into. It started low, just between her legs, and shot straight up, along her spine all the way up to her head, where it made her horn sizzle and spark just a little, and sent another thick wave of discombobulation, causing her to sway slightly in her desk.

Had anypony noticed? No... Sweetie Belle looked around at the classroom and only saw Miss Cheerilee struggling to educate Snips and Snails on the difference between a 'pistil' and a...

Oh. Sweetie felt a jolt. Like somepony had tickled her, in a good way. She felt herself squirming in her seat without really meaning to, or wanting to, her body just kind of seemed to wiggle back and forth now. And she was clenching her legs too, tightly, like she really needed to go use the restroom.

Well. She was wet down there, anyway. Didn't that mean she needed to go?

Not like this though. This was... very different.

Sweetie looked around the classroom to see if anypony else seemed to be noticing the strange smell and its subsequence effects. Applebloom was scribbling frantically in her notebook, adding skulls and angry faces around a picture of Diamond Tiara and Silver Spoon over a bonfire. Scootaloo reading a skateboard magazine in-between the covers of her Junior Gardening Science textbook. Diamond Tiara and Silverspoon were whispering and covering their mouths, no doubt planning something nefarious for the next time the Cutie Mark Crusaders were having a good time. Why didn't anypony else seem to be this... hot?

It felt hot. Hot and thirsty. Sweetie noticed that every time she rubbed her legs together extra hard, the jolt would come with it, sharp and small and insistent and making her whole body feel like she'd just swallowed a bottle of lightning. She lowered her face to her desk and laid down on it, focusing just on the feeling between her legs. Squeeze, squeeze, and it got a little wetter, she was sure something was going to happen. Squeeze, and she grabbed at her desk a little, wondering why it felt so good to hold onto it, why it felt so good to brace her hooves against something as she rocked quietly back and forth in her desk. What was that smell, that sick, candy smell, she wanted more of it, she was so hungry and thirsty and needed to go somewhere all at once...

"Miss Cheerilee!" Scootaloo's hoof shot up from her desk. "I hafta use the bathroom. Can I get a pass, please?"

Miss Cheerilee sighed and pulled herself away from her attempt at explaining pollenation to a student in the back of the room. "Scootaloo, it's only two more minutes until end of day... can you please just hold it in?"

"Aw... alright. But if my bladder gets too full and explodes, I'm gonna blame you!"

Miss Cheerilee rolled her eyes. "Very good, Scootaloo. Thank you."

Oh. Two more minutes? She didn't think she could...

Had to. Had to go. What was this feeling? So insistent. Wanting her to get up, to sit down, to keep moving just like that...

Oh. She had put a hoof there now, just to see, and it was... all wet. Very, very wet. She was leaking, somehow.

Miss Cheerilee, she wanted to say. Please, I need the bathroom, I feel really weird... But she kept her head down, chewed up the words and swallowed them before they managed to leap off her tongue. Because if she said something, and she went, and she was gone—then it was stop, the feeling, wouldn't it? And she didn't want it to stop no matter what.

Warm and more. That was what she understood. Hoof on there, it was wet, it was rubbing, why was it rubbing, up and down, it started to feel really different, super good, it was like dreaming about having a candy shop all to yourself but the dream never ended and you never woke up and your special place was so warm now it was like it was on fire, why was it so warm, and your hoof was moving still, like it was scratching an itch, so slippery, making little slosh noises, she was sure of it, everypony else would be listening, they could hear, her eyes were closed and her head down on the cold desk, leaning forward and both hooves now, low there, back and forth, back and forth, please, whatever this was, more of it, now now now now now—

The bell rang, loudly. Ding dong, ding dong. Dong ding dong ding. A train arriving at the station.

Sweetie Belle startled loudly in her seat, jostling her desk as she settled. She jerked her hooves out from between her legs quickly and hid them under her desk, praying to diguise the smell and damp texture as well.

Nopony else seemed to notice. They were all busy, getting their things.

"Class dismissed, everypony. Please remember to do your chloroform worksheets before tomorrow's lesson. We'll be resuming our study and discussion on plant reproduction. Won't that be fun?"

That class groaned collectively over the noise of shuffling chairs and scrambling papers. "Yes, Miss Cheerilee," a few of them droned back, half-hearted rehearsal perhaps hoping for an extra heart-sticker next class.

Sweetie didn't want to get up. She wanted to stay in her desk. But the smell was going now too...

There. Just now.

Junebug had gotten up from her seat, looked softly in Sweetie's direction, and smiled.

And winked.

And just as she had walked past Sweetie's desk, Sweetie had been able to identify the source of the strange, sickly sweet smell creeping into her nose and steering her senses haywire. Junebug's mane, an almost crystalline glow, and the strongest aroma of anything Sweetie had smelled in her life. An explosion of flowers in a perfume parlour. Cotton candy the same flavour as dreams.

Sweetie's eyes glazed, and she licked her lips involuntarily.

But then Junebug was gone, and so was pretty much everypony else. And Sweetie was still feeling fuzzy and hot. And wet. And sticky.

"Y'all wanna come over to the clubhouse and hang out?" Applebloom asked, shoving her binder haphazardly into her knapsack, along with her other school supplies. "Applejack and Big Mac found an old apple thresher in the barn, and they said we could use it to look for our cutie marks as long as we wear safety goggles!"

"Sick! Do you think it'd still work if we through an apple tree in, instead of just a bunch of apples?"

Sweetie Belle looked from Applebloom's face to Scootaloo's, then back to her desk, staring intently at patterned wood, wheeling the pieces in her head to try and find an elegant way out of her sticky situation.

"Uh... I can't today. I've gotta, uh... help Rarity organize the... shirts."

"Shirts?" Scootaloo asked, raising an eyebrow. "When was the last time you saw somepony wearing a shirt—"

"Anyway, I've gotta go. See you two, uh, tomorrow!~" Sweetie Belle gathered her things like lightning and shoved them into her bag twice as quick. As literal lightning. What a metaphor. Before either Scoots or AB could react, Sweetie was out the door, dragging her bag clumsily over her shoulder and moving a lot faster than normal.

A wet spot remained on the seat of her desk.

"Hey," said Applebloom, her nose wrinkling as she walked out of the classroom with Scoots. "Do you smell something?"

Scootaloo sniffed, then wrinkled her nose as well. "Yeah... I think the piece of pie my mom packed me for dessert got squished." Scootaloo eyed her backpack uneasily.

"Gross!" Applebloom yelled.

And the two fillies ran out of the class, giggling.

***

Sweetie Belle had taken off to the restroom like a pony whose stomach was about to turn. But when she'd gotten there, no feeling of insistence had gripped her harder than the heat. Why was it so freaking hot all of a sudden?

It wasn't a normal heat either... Sweetie had splashed her face with water from the faucet and watched it drip off her mane into the sink. The hot was more inside, like she was wearing an invisible outfit she couldn't take off, and it was making her want to move and squirm and do all sorts of strange things she'd never considered before.

She was in the bathroom stall now, door closed. She was rubbing herself.

Why did it feel so good?

Sweetie Belle had touched there before, her special place, as you, y'know, kinda had to when you were taking a bath and stuff. She'd looked at it once or twice, wondering what it could be that was so special there that she wasn't supposed to show the boy ponies, and they weren't supposed to show theirs either. She didn't understand why pictures of girl ponies bent over with their legs slightly spread and their faces turned provocatively to the camera were such a big deal. Wasn't that just where you peed out of, anyway?

Apparently, there was a lot going on there that Sweetie had yet to find out.

For one thing, just putting her hoof there felt good. Not a kind of good Sweetie had ever felt before, or one she was even sure she could describe. It was like an itch, sort of, except an itch was annoying and hurty when it happened and the reason it felt good to scratch was that the annoying hurty feeling went away. This new feeling was another thing entirely. It started out in that same sort of way—a signal, inside her head, that she should be touching somewhere, that some part of her body that she didn't normally notice required attention—but from there it blew up, and the way her entire body shivered and shuddered and her hips moved oh-so-slightly in an involuntary way the second she pressed her hoof to the top of her damp little lips and gently traced down to the bottom. She traced back up, and had to shove her other hoof in her mouth to stifle the strange sound she'd started to make without even noticing it. What was happening to her?

To Sweetie's absolute horror, she heard the sound of the bathroom door opening, and another pony stepping inside.

She tried to remain absolutely motionless... but couldn't help notice the slow, steady, drip, drip, drip, of this new kind of wetness between her legs onto the bathroom floor.

Please, please don't notice me, she thought, holding her breath desperately.

"Hello?" The pony was on the other side of the stall door now. A voice she didn't quite recognize. "Is somepony here?"

"Uh... occupied—" Sweetie started to squeak, then caught herself. "Uh, I mean..." she cleared her throat and coughed into a low, gruff, transparently awful imitation. "Occ...occupied," she said, trying to sound like what she imagined to be Buck Biceps but came out more Thunderlane-in-puberty.

"Hello," the voice said again. It seemed to slither under the door, wafting over the tiles (and Sweetie's little puddle of juices) up into Sweetie's ears. Now she remembered it.

"Junebug?" she asked, whispering.

"Yes. It's me," the voice said simply, modestly. "I couldn't help but notice you looked... off, during class."

"No, I'm fine," Sweetie said, panting desperately over her attempts to hide the little shudders and moans it was still sending her. "But..." She found the words coming before she was even sure she had decided to say them. "...you can stay. If you want to, I mean."

The voice said nothing.

"Uh... hello?" Sweetie said, peeking under the door. The set of pastel hooves was still there.

"Yes? Oh. My goodness. Of course. You couldn't see me nod because of the door. How silly."

Despite her inability to see the nod, Sweetie felt like the blush in Junebug's was so bright it could carry through metal.

"Don't... don't open the door yet," Sweetie said pre-emptively, pushing at it with her spare hoof, still for some reason totally unable to remove at least one hoof's worth of attention between her legs. "I'm all... feeling funny." Ugh. Was that the best she could come up with?

"Do you mean you're feeling sick? I think I should come in and have a look."

"No!" Sweetie gasped, clenching her legs tightly around her hoof. Her special place was asking for more attention, and it was getting very hard to ignore the frequency of the requests.

"Sweetie, it's okay. I'm here because I was worried about you. Just open the door and I'll make sure everything feels fine, okay?"

Sweetie lowered her hoof from the door. She felt herself unlocking it without really understanding the motions she was going through. Gently, she pushed it open. Junebug greeted her, smiling.

"Hello, Sweetie Belle."

"Um... hi..." was the best Sweetie could manage. Her brain was barely there now, pretty much just a landing station for the telegraphs her new wet-spot was sending her. In short: more, more, more.

"Wow. Your forehead is really flushed. Do you have a fever?" Junebug pressed her hoof gently into Sweetie Belle's forehead. Sweetie Belle felt her instinct to pull away swallowed up by the soft touch of delicate fur against her forehead, wiping away the cold sweat that had been beading there for some time.

"I... I think I might," Sweetie said, squirming on the closed toilet lid and clenching her hind-legs tighter, one hoof still between them. "And my... uh..."

"Go on," Junebug said, smiling sweetly, her tongue sticking out just slightly from the corner of her mouth.

"My special place," Sweetie finally said, almost gasping the word, just having the sound of it in her mouth sent a strange, all-encompassing shock through her body. "Ahhh! What was that?"

"Hmm... it sounds like you might need some help right now." Junebug's smile was saccharine.

"Yes! Yes!" Sweetie yelled, almost throwing herself forward and wrapping her forelegs around Junebug, but catching herself just in time. This feeling kept fighting inside her, pulling her one way, and then her head would kick in and pull her back the other... but one of them was winning, and she wasn't sure how much longer she could even keep track. "I mean... yes, please," she said, slightly more restrained, but still wincing at the twitching her little slit was doing every time her hoof so much as grazed its surface.

"Can you open your legs for me, Sweetie Belle?"

Sweetie nodded. "Uh-huh." She felt blood rush even more to her cheeks, but the shame that went with it dissipated almost instantly. She just wanted help. Let Junebug help her. She seemed like such a nice, sweet pony...

As directed, Sweetie, though struggling, spread her legs as wide as she could manage. She had to take her hoof away to do it, and her special place screamed at her, clenching as tight as her legs had been as she pulled apart and gave access to Junebug's calm, reassuring stare.

"That's wonderful. Now. It seems like there's been a whole lot of a problem going on... here." Junebug tapped lightly at the top of Sweetie's slit, and Sweetie bucked her hips forward so hard she almost fell onto the ground. Junebug caught her just in time, grabbing her by the waist, and helping her back up onto the closed seat.

"Wow," Sweetie said. "That felt... wow."

"We're just getting started, Sweetie," Junebug said, grinning. "Why don't you lie back and let me take a closer look."

Sweetie did as she was told, staring up at Junebug's mane and the bathroom lights as the new pony made her way slowly between Sweetie's legs, face-first.

"What... what are you doing?" Sweetie couldn't help but ask. She'd never let anypony see there before (except her sister and friends and stuff), let alone touch it. What was going on, and why did it feel like she never wanted it to stop?

"I'm checking out your special place, Sweetie Belle. You know, you can call it a 'cunt', if you want. Or a 'cunny'. Or a 'pussy'. There are lots of names." Junebug giggled, and stuck out her tongue. With a perplexing length outside her mouth, she leaned down to Sweetie's dripping filly pussy and gave it a good, hard lick.

Sweetie squealed so hard she thought the bathroom walls might explode. The sound rebounded off the tile and porcelain like fireworks in a tin can, soaking Sweetie and Junebug both in the sound of Sweetie's response to this newfound sensation. WhatinEquestriawasthatgivememorerightnow.

"What did you–"

"Just my special trick, dear," Junebug said, wiggling her half-extended tongue outside her mouth. Now that Sweetie could finally take the time to notice it, she noticed there was a lot to notice. A lot of tongue. Long, almost snake-like... it was whispy, thin, forked at the end. And Junebug flicked it at her when she caught her staring.

"Is that... why is your tongue..."

"Shhh, shh shh, my dear. No need for questions. Just lie back and enjoy."

"Enjoy? What do you mean—ohmyGOSH what are you doing?"

What Junebug was doing, as a matter of fact, was shoving her face directly into Sweetie's by now soaking wet slit and lapping forcefully up and down, flicking the young filly's juices everywhere and causing her to squeal and buck in her seat like she'd become possessed. Junebug raised a hoof to help Sweetie steady herself, and Sweetie grabbed it with both of hers.

Her body was moving like it had a separate set of controls, all reserved for this new kind of magic she'd somehow never found out about until now like a complete and total idiot. This was the best thing ever. She had to tell Applebloom and Scootaloo and Twist and everypony about it, she had to go home and try it again by herself, she had to oh what was she doing it felt like her tongue was going inside her... her...

"My pussy!" Sweetie yelled, overtaken by the strength of her own voice. "It feels so good when you... when you lick it like that!"

Junebug's reply was wordless, just a mumbled 'mhm-hmm' as she continued her assault on Sweetie's gushing slit. Her tongue was so long it could creep inside and lap all of the little walls around, pull out and wash across it like a pressed hand, wiping up a load of filly juice and making way for more. It could dance and flicker around this extra special spot that seemed to exist at the very top, just underneath a fold of skin, and when it did that Sweetie felt for sure like she was going completely and totally insane.

That was the best feeling she'd ever had in her life.

And it kept getting better.

It started just between her legs, but then seemed to grow, like a forest fire, spreading out into her legs and her chest and her nipples were tingling too and her face felt so hot and every bit of her like it was going to explode even her horn felt like it was swelling about to burst tongue lapping at her still flicking around her button her cunny her pussy her little filly special place that was about to—

"Ahhh!" Sweetie screamed incoherently and clenched her legs tightly around Junebug's head. She thrashed and arched her back and felt her special place—her pussy—felt it clench, aching, so tight and hot and her whole body was floating, up into a cloud, a lightning storm, ten million fireflies that were about to sue her for copyright infringement—

With an audible 'sploosh', Sweetie's pussy gushed out a small stream of girlcum, splattering the floor with a half-inch deep puddle of the stuff to join Sweetie's previous inability to contain her excitement. Junebug pulled out from between Sweetie's legs, smirking and licking the copious amount of filly-juice on her mouth and face. Her tongue was even long enough to clean the spots above her eyebrows. Junebug grinned.

Sweetie could barely open her eyes. She found herself sprawling backwards onto the cold porcelain toilet, one foreleg outstretched, panting heavily, her chest heaving up and down with each breath. Words. Sounds. Coherent communication and speech. All of those seemed so far away from where she was, still on a cloud, drifting into a sugary garden of bright and forbidden flowers...

"Feel better?" Junebug asked with a slight giggle.

Sweetie nodded limply, and managed to pull herself up and open her eyes through the fog inhabiting her head and pretty much every other part of her body. "Yeah... 'better'... you could say that... I guess."

Junebug beamed at her.

"I'm so glad I could help."

"Uh-huh." Sweetie sat up a little straighter and wiped a hoof across her forehead, straightening her now damp mane with a few strands behind her ear. "Thank you. But what was—mmph!"

Junebug had kissed her. Suddenly, and with her slithery tongue now worming its way inside Sweetie's mouth. Tickling her own tongue. Playing with it. Dancing and licking at her lips and pulling her forward with a hoof behind her head what was that feeling again it was coming back, she'd never kissed anypony like this before—

Junebug pulled away just as suddenly as she had approached, endlessly grinning, her tongue peeking out from between her teeth. She giggled to herself and put a hoof to her mouth.

"See you tomorrow, Sweetie Belle," she said, and walked calmly out of the stall, then the bathroom.

Sweetie put a hoof to her mouth. She stuck out her tongue. A long strand of spit hung from her mouth down to her chin.

Did she taste... honeysuckle?

Lightly Shaken

Sweetie Belle had a hard time sleeping that night.

Well, that wasn't exactly right. It was more like, she had not enough trouble sleeping? But she certainly had trouble...

Maybe it was better just to describe what her dream had been like.

For one thing, it had come after a while. It wasn't every day, or, well, any day, really, that you got kissed by a strange slender transfer-pony who smelled like a spring boquet mixed with a candy shop. It was also not every day, or any day before now, that was to say, that Sweetie had explored her... area. Her special place. Her...

She wasn't even sure about the new words. It all felt so fast. Like she had woken up one day and found herself with a pair of wings as well as a horn, and suddenly she needed to learn to use both at once.

As she'd tried to get to sleep (which mostly consisted just of lying in bed under the covers surrounded by her stuffies and fancy pillows), Sweetie had thought back to every or any time somepony had talked about her 'special place'. She'd learned about it a few times in school, that you were not supposed to show anypony there except a doctor or a family member you trust when it is important or you are worried about being sick. You were especially not supposed to show colts your age, because of something to do their special place, and how it all had to do with making foals. And that was about as far as she'd gotten.

What else... well, she knew now, for some reason, that it felt really good to touch there. But only if you were in a certain mood... Sweetie tried to recall another pony who had looked as flushed in the face and awkward about between their legs as she had. Hmm.

She'd walked in on her sister with a hoof between her legs, reading a magazine in bed, once. And Rarity had yelled loudly, mostly surprised, rather than angry, but had also shut the door very quickly and asked Sweetie to go away for a bit please and also to remember to knock before she came in thank you. Sweetie hadn't really thought that much more about it afterwards.

Was everypony keeping this a secret from her somehow?

Sweetie couldn't help but examine herself under the pale moonlight. To her eyes, everything was the same as yesterday—pink here, white here, little folds and a nub in their usual place. But, things were much wetter, since then, and when she touched there—ahh!

Just from the light tracing of her hoof, Sweetie's little pussy trembled, tightening against her touch.

"What the hay is going on..." Sweetie fell into her bed face-first, smooshing her snout into her small tower of pillows. With some difficulty, and significant willpower, she kept both hooves out from between her legs.

After longer than she could count, musings of hidden secrets and special places and their magical uses drifted away into an all-encompassing cloud of sleep.

At first, Sweetie thought she was back in the bathroom. It had the same sense of closure, the same feeling of isolation, of praying that nopony else showed up... but as the feeling of the dream separated from the picture of it, Sweetie found herself standing in the center of a large, wooded grove, a fluffy carpet of lush green grass stretching out under her hooves. It looks like a thick rug, Sweetie Belle thought to herself.

The grove had only just taken form when the pony across from Sweetie did too—suddenly the air, condensing and thickening, the sweet trickle of unidentifiable aroma—and it was Junebug, standing less than a foot from her, smiling.

Junebug with... dragonfly wings?

"Hello Sweetie," Junebug said. The words came out that way anyway, but her mouth didn't seem to move.

"Can you tell me what's been going on since today?" Sweetie asked. Tried to ask, but found the words swallowed in her throat before they could reach her mouth. She found herself staring instead, at the new painting of an unfamiliar pony.

Junebug was lithe—even more slender now. And her wings, in addition to their insectoid latticework pattern, were thin now, and shimmered ethereally. And her eyes were...

"Dark," Sweetie said out loud, mumbling it to herself. "And green."

Junebug nodded at her, smiling. When she grinned, her tongue protruded ever-so-slightly from between her teeth. It flicked at Sweetie, sending a tiny spatter of an orange-looking liquid her way. The same type of liquid seemed to be dribbling from the tongue, endlessly, all the way to the grass, where it burbled and dripped over the tall green blades.

Sweetie touched at the tiny bit of moisture on her cheek. She rubbed it with her hoof, and examined her hoof as she pulled it away. A steady, incandescent glow emanated from the place where she had touched the strange substance.

Wordlessly, Junebug had appeared behind her, and wrapped her forelegs around Sweetie's waist. She was pulling her up with her wings, carrying her somewhere far above the grove. Sweetie couldn't feel any fear of the treetops, of the sure distance between her and a certainly painful landing. Everything was fine. It smelled like fireweed.

As silently as she had picked up her patron, Junebug landed with a calm settling of her wings. The mouth of a cave, surrounded by brush. Junebug gestured inside with a hoof.

Sweetie felt her legs move on autopilot, propelling her forward on the invisible track her dream had already laid out.

Inside the cave was dark. Sweetie had to feel around to get a sense of where to go. She felt like she wandered inside the dark for a long time.

When she got to the light, Junebug was waiting for her.

With a kiss.

Even in a dream, Sweetie could feel the heat rise between her legs. She could feel herself clenching those legs together, rubbing them furiously in an attempt to send even the slightest bit of friction in the direction of her newfound sensitive spots. Before she could busy her hoof there, somepony else had begun tracing theirs along her stomach, doing circles around her belly button before sliding down below her waist...

"Junebug!" Sweetie said the name loudly, to her pillows, to the figure in the dream, muffled into her illusory mouth, to the sensation that she was waking up soon in a very different way than usual.

As she came to consciousness, Sweetie thrashed in her covers, drenched in sweat. Her blankets had managed to wrap around her entire body like a confusing series of woven pretzels. And her bedsheets were... drenched. From her... filly-juices.

But she had gotten that feeling again. And her heart wanted to explode. To jump out of her chest and do a thousand laps around the moon and stars and back again.

The morning couldn't come fast enough.

***

Sweetie Belle woke up early and finished her breakfast before Rarity was done putting on her morning make-up. Sweetie had considered staying a little before school, because all sorts of new funny questions were bubbling in her head. But in the end, she decided it was better to keep them to herself, on account of she remembered what had happened the one time she had seen Big Mac's thingy dangling and asked a question about it. Rarity had just gotten very quiet and very blushy and said she would tell Sweetie about it some other time. And that was a while ago.

"Bye Rarity!" Sweetie yelled on her way out the door, grabbing her lunch-bag in-between her teeth. She'd gotten her pink-and-purple schoolbag ready too, hauling it over her back—but school didn't start for another hour. Why was she going there so early?

It felt like waking up early to be the first pony to the bakery. Standing outside the fogged glass and smelling the hot muffins and donuts and your lips started watering and you could almost taste them just from the smell in the air. And somehow it was all a secret so far. Sweetie couldn't believe her luck.

When she got to Ponyville Elementary, Sweetie Belle got her first chance to really ask herself how she was feeling. Shaken up, a bit. Sort of like she'd found a lot of money somewhere in her dreams and was just now following the map to find it. She also felt a bit scared... for some reason, all of this was something nopony had ever shown her or talked about before, and even though she remembered a few things about taking care of herself and what different bits were for, she didn't remember anything about one little touch sending you to heaven for as long as you could close your eyes for. Sweetie Belle sighed as she remembered her dream... and before that, the real kiss, the real thing, the real taste of another pony's lips on hers, pressing into her, making her blush and pant and all sorts of other things.

Oh dear. Sweetie had been happy to keep her hooves out from between her legs all the way to school. And when she'd gotten there. But now she was feeling the 'itch' again, and it was bad. It said 'run to the bathroom, quick'.

Sweetie had only taken a step in that direction when she felt a soft hoof tap gently on her back. She turned around quickly to find Junebug smiling back at her warmly.

"Good morning, Sweetie Belle." Junebug put a hoof to her mouth and giggled softly. "I was hoping we might meet you here before school."

"How did you—" Sweetie's mouth hung open as Junebug's hoof moved over it, shushing wordlessly.

"Hush. Everything will be answered. You must simply follow me." Junebug gestured with a tilt of her head over her shoulder, away from the school grounds, past the edge of Ponyville, towards the Everfree Forest...

But won't that be dangerous? Sweetie found herself thinking, instead of asking. Her hooves were following Junebug. She was following Junebug. What was there to worry about anyway?

All Sweetie could think of as she followed was the faint aroma of melting sugar.

***

Before too long (or, after about thirteen minutes of walking, give-or-take), Junebug had led Sweetie to what appeared to be the mouth of a large cave—taken directly from the dream-screen of Sweetie's previous night's vacation. The brush surrounded in just such a way, the darkness underneath the jagged stone...

"Don't worry," Junebug whispered into Sweetie's ear, her lips coming within millimeters of touching. "Just hold my hoof and everything will be fine. Okay?"

"Okay," Sweetie said, swallowing a small lump in her chest. She was still nervous, couldn't help the shaking of her hooves as she took Junebug's grip and followed forward on unsteady steps. But it was so much less than usual, so much less to worry about. It was easy just to smile, and smell the sweet smell, and let Junebug guide you forward through the darkness and over the little bumpy rocks, until there was light again, a lot of light, a lot of torches all in a circle in a bright room, and Junebug was in the center now, letting go of your hoof...

Sweetie stared at her hoof as though it belonged to somepony else. She raised it to her nose and sniffed. Her eyes closed and her mouth stretched into a smile as the special 'Junebug-scent' overwhelmed her senses.

"You made it," Junebug said sweetly. She gestured with a hoof to the torches on the surrounding walls. "This is a special place that is only for us. Do you know why I've brought you here?"

Sweetie shook her head, but she was just a little too nervous to admit what she had suspected since last night. Junebug was going to teach her about...

Sex?

Sweetie squeezed her hind-legs together gently, hoping Junebug would be too distracted to notice—but the slender, slightly-foreign-sounding pony had watched with her crystal eyes and an even greater smirk as she spotted the beginning's of Sweetie's new day of special awakening.

"Can you—mmph!~"

Sweetie's sentence devolved into incoherent murmuring as Junebug kissed her. Junebug's hooves were soft but insistent behind Sweetie's head, pulling her closer for the kiss, letting her drown in the sweet toxic aroma that began pooling around her. Sweetie moaned and kicked one of her hind-legs out into the air, and scrabbled desperately at Junebug with a hoof, trying to grab hold of something, to find something to cling to, but in the end, just rubbing up and down slowly, shaking, struggling to maintain even the slightest bit of composure.

Junebug pulled away grinning. The kiss ended as suddenly as it had started. A thin line of saliva lingered between Sweetie and Junebug's lower lip. Junebug licked hers with her long, slithery tongue, and winked.

Before Sweetie's eyes, Junebug began to change.

It was subtle at first, like the shedding of a very fine layer of silk from a coccoon—and gradually, as Sweetie stared, Junebug's features began to grow clearer. Her form thinned even further, her wings, insectoid, fluttering quickly and quietly on her back. White, pink and green, fading to dark black. Her eyes, like deep pools of emerald, suddenly a flat sheen, an empty crystal staring back at her. The lone horn, about her head, and the fraying of everything from tail to hooves.

But the smell remained—the pastiche of every perfume Sweetie had sampled in her lifetime, along with the cold sweat from her pillow, drenched the night before in the frenzy of her dream. Her vision.

"We wanted to show ourselves to you because we knew you would understand," Junebug said. She turned about slowly in place, examining her body after its shedding of illusion. "We believed you were the right pony to trust."

Sweetie nodded, found herself nodding, her head moved up and down, definitely. Uh-huh, she thought. "Uh-huh," she said, a few seconds later. Staring. Head full of sugar.

Junebug winced slightly, casting an uneasy glance over her new—or true—form.

"You do not... mind us, like this?"

Unh-uh, Sweetie Belle thought. Uh. She shook her head back and forth. "Nuh-uh," she said. "I mean... no. You're... you're wonderful."

Junebug seemed to look briefly over her shoulder, as though to confirm nopony was there, before breaking into a heavy, relieved-sounding sigh.

"We are so glad. Then we have more to tell you, Sweetie Belle. Because we could sense you were so special..." Junebug walked closer as she spoke, until she was standing right next to Sweetie Belle, so close that Sweetie could feel the soft heat of breath as Junebug hovered close, then started planting miniature kisses along Sweetie's neck.

Sweetie squealed and clenched her hind-legs together tighter than ever.

"Ohhh... that feels so good," she squeaked, closing her eyes and relaxing into the gentle, intermittent lightning of Junebug's kisses.

"We want to make you feel good, Sweetie Belle," Junebug whispered, almost hissing it into Sweetie's ear as she guided her gently downward, pulling her safely to the ground and laying her on her back.

Sweetie felt herself blushing, and instinctively closed her hind-legs... but then found herself opening them, the same way she'd done the day before, in an almost accustomed, comfortable way. Junebug was her friend. Everything was okay. There was nothing to be worried about. Except...

"Eep!" Sweetie Belle struggled to keep her voice from cracking as she felt the first touch of Junebug's newly transformed changeling-hoof on her dripping filly-slit. Sweetie was starting to roll the new words around in her head each time she felt a jolt of pleasure start between her legs. Every time she felt Junebug touch her pussy, Sweetie called it that in her head. It feels good, she said in her head. My pussy feels good. It feels good when Junebug touches my pussy. Ohhh, it feels really, really, really good when she does it like that...

Junebug had started rubbing her hoof in circles around the top of Sweetie's slit, putting gentle pressure on the tiny, sensitive clit hidden beneath Sweetie's underage folds. The feeling was almost too much for the tiny filly to take, or at least as evidenced by the way she bucked her head back and screamed soundlessly, eyes wide-open like she'd seen the ghost of Queen Chrysalis.

There was no time to find the words. Her mouth was busy now too, Junebug had taken that also, was kissing her with hot, passionate embraces. Was still finding a way to play with her dripping pussy, meeting her hips each time they bucked upwards at a new touch.

Sweetie's head was spinning. Was this the dream, and last night had been the real part? Why was Junebug so beautiful, nothing like a changeling, she was a beautiful butterfly, fluttering between Sweetie's legs and kissing her special place oh buck that feeling was coming again, it made her want to scream and yell words she didn't know and move very fast back and forth against Junebug's hoof and tongue and whole body...

She never would have ended the kiss. But Junebug was suddenly letting her breathe, still the air filled with sickly-sweet scent, and Sweetie's head swimming with it as thick as morning fog. She blinked, found herself staring in either direction, suddenly forgetting every word in the Equestrian language.

"Sweetie... we would like you to be our special pony."

Special... pony?

Sweetie's attention fell naturaly on Junebug's lower-half as the changeling gestured with both hooves to her previously unseen appendage. Sweetie's mouth fell open as she took in the compliment of two halves, the svelte and slender feminine that had guided her to the cave and filled her senses with sugar-smog, and now the forbidden treasure trove of a missing anatomy book—what looked just like a colt's, hanging limply between Junebug's legs. Black, the same color as her coat.

Big. Not like her. Who was small.

"Your special pony?" Sweetie found herself asking. She didn't feel like she was deciding so much what to do as watching her body do it, unscrewed her head and put it on a shelf and just wanted to enjoy the show of this cute new pony and what was going to happen next, and more touching, there, please, always... "Like dating, you mean?"

Junebug nodded. Her ovipositor, the size of Big Mac's thingy and then some, dangled and twitched involuntarily. Sweetie Belle eyed it and felt a lump form in her throat, which she quickly swallowed.

"I think... okay," Sweetie said simply. Whatever would move her forward. Whatever would let her go back to kissing, and touching, now, please...

Junebug smiled brilliantly at her.

"We are so glad. We would like to show you our special love for you now..."

"What do you—"

Sweetie felt it was easier to fall limp in Junebug's grasp as the kiss came in. She was already lying on her back, against some sort of soft carpeting over the natural stone floor, but the second Junebug's lips touched hers, every bit of physical space floated away. She couldn't tell if she was in a cave or her bedroom or the school bathroom or a cloud a thousand miles above the surface of the planet. She felt another body, warm, despite its exoskeleton, against hers, closer than anypony had ever been before. She felt this new thing all through her body, a magic that was stronger than anything that had come out of her horn before. Sweetie felt her whole body go soft and limp as Junebug straightened her, spreading her hind legs and taking position between them.

A jolt ran along Sweetie's back as she stared at the huge thing ostensibly to go inside her. She could tell that's what it was for, it looked just like... well. It looked like she imagined most of them looked like. And for some reason she knew where it was supposed to go. She could tell exactly where she wanted it to go.

"My... my pussy is all wet," Sweetie said simply, spreading her legs even wider, putting a hoof on either side of her little slit to open it wide, give as much room as she could to Junebug, her new best friend, her new sweet-smelling special pony pleeeeaaase put it in her...

Junebug smiled and licked her lips. She traced the head of her makeshift-cock along the entire length of Sweetie's cunt, gathering moisture along the tip and spreading Sweetie's lips ever so slightly to peek at the warm, pink, inviting inside.

"Please!" Sweetie squealed, bucking her hips forward in vain. "Don't tease me."

Junebug's smile grew wider. "Of course, of course. How rude of me. Here you are, my special pony."

Sweetie's eyes went so wide she felt they might burst out of her head. Her whole body seized. Every inch of Junebug's ovipositor had found its place in her pussy.

"Oh. Ohhh..." Sweetie seemed out of it at first, just for a second. Then the shocks started to hit her, her whole body going numb, then on-fire with tension, and the shaking, and her pussy was seizing, and going so tight and squeezing... "What's going—"

"You are cumming already, my special pony?"

"Ohh, yes, I don't know, it feels so good!" Sweetie wrapped her forelegs around Junebug's body as the throes of her orgasm continued, shaking out after a few more seconds and leaving her panting desperately, one eye half-open. Her pussy was gushing around Junebug's member, still twitching meekly from the aftermath.

"You are very sensitive. When you feel your whole body taken over by pleasure, this is called an 'orgasm'. But you may say you are 'cumming' for us, alright, Sweetie Belle?"

"Alright!" Sweetie yelled the word back. As Junebug had been questioning her, the changeling had started to pull back, and before Sweetie could notice or keep track of what was going on, she'd gotten her second shove-ful of hard dick substitute.

She felt full.

She wanted more.

"I like... I love the way your... that you... you make me feel so good!" Sweetie finally gasped. Junebug had begun to thrust in a gentle rhythm, kissing at Sweetie's neck and chest as she fucked her. Sweetie tossed and turned her head frantically, unable to keep herself from moving, or to coach herself to move in a coherent way beyond the constant bucking of her hips back up into the hard object filling up her cunt over and over again. Pounding into her tight little filly pussy, making her warm inside, all over, filling up, that same feeling again, like a tornado that was starting inside her stomach and exploding outwards.

"—ing!" Sweetie had started to say 'cumming' but choked on the words as her orgasm overtook her. Junebug had one hoof on either side of Sweetie's waist as she fucked her, and Sweetie was struggling to maintain coherence. It felt like she was falling away back into a dream, where everything would be flowers and fucking and the beautiful new changeling she had met just the day before...

"Would you like us to cum as well?" Junebug asked. The question was matter-of-fact, but Junebug was still sweating as she asked it, not bothering to wipe away the few beads of sweat that had begun to gather over her darkened brow.

"Huh?" Sweetie Belle returned suddenly to reality, just long enough to realize she wanted nothing to do with the place. Just because one part was different, didn't mean things were all that different at the end. Sweetie made enough sense of things to go back to just focusing on the sensation of Junebug's penis proxy pounding into her pussy. "Oh... yes! Yes, please, I want you to—unh!" a particularly deep thrust made Sweetie clench tight and lose her words momentarily. "To... to feel good, please, pretty please..."

"You do not need to ask us twice." Junebug smirked and extended her ultra-long tongue just enough to lick lightly at Sweetie's lower lip.

As the long, dark thing pulled out of Sweetie's pussy, Sweetie felt herself cumming again. She squealed and clenched her legs, almost trapping Junebug's ovipositor before it finally popped free. Before it throbbed, swelling thick, and releasing a thick burst of orange, honey-smelling jelly onto Sweetie's fur, her stomach and the area just above her pussy. Then another, right onto her pussy lips. Sticky. Hot. Dripping between her wet little folds.

Sweetie groaned quietly as she felt the thick, trickling gel make contact with her sensitive slit. Ohh, even the afterwards felt good, this was the new best thing in the entire world...

Kiss. Kissing again too. There was no way to make it better than this.

Sweetie felt she more came to than finished the kiss—one moment she was hot, sweaty, wet, in the middle of being fucked on the floor of a cave in the Everfree forest—and then she was almost back at school, a few hills away, sitting in the grass with Junebug, who looked exactly like a white and green and pink pony and not a changeling and was not or maybe not or probably not or didn't seem to be kissing her...

But Sweetie's mouth was wet. And between her legs was still—sticky?

No, just wet. Wet and hot.

Sweetie sighed and pulled her hoof away.

"Come on," Junebug said, taking Sweetie's hoof and guiding her towards the school. "We have to get there before class starts."

"Can we leave at lunch to do more special pony stuff?"

Junebug grinned.

"I think that can be arranged."

Cavorting in a Cave

Sweetie Belle's dream took her back to the cave. But the cave was different.

Still furnished on the ground with some invisible cushion, still circled by the staring of lit torches. But now there were eyes among the bright lights, and cells behind the eyes, and an infrastructure just peeking beyond the flicker of the dim interior that hinted at a much larger interwoven nest of connected areas. A nest, Sweetie thought to herself. The word seemed non-threatening, and in fact, almost vaguely comforting. What could be better than being surrounded by hundreds of other ponies exactly like you?

Junebug was there again too, she was everywhere now, when Sweetie closed her eyes or let her head drift off, she was back with Junebug, no matter what, and the smell was the sweetest it could be, and kisses were happening again...

Sweetie squirmed in her sleep as she traded passionate embraces with the changeling foal in her dreams. When she looked down at her dream-hooves, she saw that they matched her partner's perfectly, shimmering a glossy black and almost crystalline at the edges.

And Junebug was speaking to her, murmuring in a low breath into Sweetie Belle's ear. Sweetie couldn't hear it. But she could feel, in her dream, the same heat that had tickled her before, the same lips hovering nearby that had planted dozens of kisses over her shivering body. Sweetie felt herself falling into the dream's embrace, giving up her body to the sensations that had overtaken her in such an overwhelming fashion. She didn't see how she could help herself—anypony would surely do the same thing if they knew how good it felt.

The eyes and cells and torches on the wall were growing... bigger and bigger they seemed to get, until a face revealed itself in the wall, and then another, and all of a sudden every inch of the background was crawling and coming to a separate form, and changelings bigger and more insect-like than anything Sweetie had seen were standing there, thick with each other, smiling at her with uniform grins.

Sweetie felt safe. Watched over. Looked after. She knew there was no reason for the changelings to hurt her. She was... she was going to be... or she was, already, she didn't know...

The changelings around the room were walking slowly, pacing through each other, stopping occasionally to meet and exchange sticky fluid between their mouths. Some others looked to unleash their ovipositors, and after finding a suitable target, shoved themselves inside another changeling—then filled them with sticky goo a few seconds later.

Sweetie felt herself in bed, in the dream, sweating in both places. Warm. Hot. Her skin felt so warm, she needed to cool off, where was some water...

No. Better than water.

In the dream, Sweetie's mouth was still latched to Junebug's, and a liquid was passing between them—their spit, too, but the same orange, honey-texture goo that Sweetie had dreamed of before. Like the way Junebug had spattered her with sticky stuff in the cave. Sweetie reached up her to her mouth in the dream and tried to press some of the sticky stuff to her tongue.

She woke with a start, legs clenched around one of her pillows that had migrated south.

Sweetie sighed, and pulled the pillow out. She'd have to try to wash it before Rarity did laundry tomorrow. Or she could just hide it under her bed. Or she could put it back between her legs and... oh, Junebug, where are you, I want to see you again so bad...

After a few shakes and clenches, Sweetie felt the overwhelming flood take her body again. She squealed into the pillow and clenched her eyes shut hard as she came, rocking back and forth in her bed, making the mattress squeak ever-so-slightly. When the feeling finally relented, Sweetie Belle pulled her head up from the pillow, gasping for air, her body still shuddering slightly from the aftermath of the pleasure avalanche. Sweetie took in a huge breath and let it out slowly, shaking her head slightly side to side. She stared out her window, at the few homes next-door she could see, and the stores of Ponyville, and all the ponies in their houses asleep. Maybe they were staring back at her. Maybe she was the only pony awake in the whole world right now.

Junebug...

Sweetie Belle fell back asleep, twitching periodically as the scents of her memory danced around her dream-scape.

***

The morning was a mess of tangled bedsheets and combined fluids. Sweetie couldn't tell the stains of her sweat versus the filly-cum she'd no doubt squirted last night, and who was to say some of the dream-fluids hadn't crept through too? Sweetie woke up early again and shoved her bed-sheets and blankets in the wash. Ate breakfast before Rarity was awake, and headed off to school—or in the direction of school, anyway.

Somehow, Junebug found her before she'd even reach the playground.

Junebug hugged her from behind, pressing her body up close to Sweetie Belle's and giving her a noseful of the precious scent. Sweetie felt like her hooves were floating off the ground. She closed her eyes and let her head drift upward, into the candy-coated clouds far away, just hovering over the mouth of their special cave, where they had made special ponies and done special pony things with each other...

"How are you today, Sweetie?" Junebug asked the question innoccently, but seemed to coil around Sweetie as she spoke, interweaving her at-moment white/pink/green self with Sweetie's soft, marshmallow body. Licking along the tips of her ears. Kissing the back of her neck. Tracing a hoof down and in circles along her chest.

Sweetie found it hard to speak. It was much easier to think of what she wanted to do than how she wanted to say it. It was much easier just to do it, in fact, than to think about it. Sweetie closed her eyes and moved her head forward as though caught in a trance, her mouth hanging open, waiting for Junebug to catch her.

Junebug smiled and giggled to herself as Sweetie's helpless mouth searched for a kiss. After a few seconds of the tiny pony drifting back and forth, Junebug found mercy, and finally planted her lips on Sweetie Belle's, yanking her forward hard into the kiss. Sweetie Belle kicked up one of her hind-legs and moaned quietly into Junebug's mouth. The kiss took away everything: the day, the school, the night before. Junebug's kiss was the first breath of air Sweetie had ever taken.

She felt her cunny getting wet again.

And she noticed her legs... her own legs. They were different now. More... changeling. Black spots drifted across Sweetie's vanilla-white coat, like ripples in a small pond. When Sweetie stared at the spots, she found after a few seconds of concentrating, she could make them vanish. After a little effort, only one was left. She stared at it, and it vanished, but another, smaller one popped up. Sweetie stared at it too. Pop. And then she was back to the way she looked before. Only...

"It doesn't feel quite right yet, does it?" Junebug asked, her tongue lisping softly against her lips. She ran a hoof along Sweetie Belle's back, rubbing her gently.

"No," Sweetie said, her voice vaguely dream-like, drifting out from her chest as though it was set to the tune of a melody Sweetie wasn't sure was her own. "It doesn't."

"Never you worry. Today we can help you feel much better... much more... 'complete', as we might say." Junebug smirked. "Will you come to the cave with us?"

Sweetie nodded fervently. "Yes," she said, and licked her lips. "I mean... yes... please."

Junebug nodded, and reached out a hoof. Before school had even started, the two of them were off, away to study something far more interesting than what was on display in the classroom.

***

The cave felt even more welcoming than it had the day before, in her dreams or out. Sweetie felt like she could see in the dark better, whether she was more used to the layout of the cave, or she had started adjusting to the darkness some other way, she wasn't sure. When she blinked, more of the stone facets seem to reveal themselves, hidden crevaces that might be peeking with more light. Or more eyes. Something to see later.

Sweetie stepped quickly with her hoof in Junebug's as they plodded through to their destination, reaching it in record time. Sweetie Belle was panting, one hoof to her chest, but not sure how much of it was from the half-jog pace, or just from being next to the new filly that had been sauntering through her half-thoughts and dreams since the second she'd sat down in class.

"Do you like us, Sweetie Belle?" Junebug asked as she began to shed her coat of illusion. Pastels gave way to dark, earthen black. The eyes that blinked with sympathy and dulcet seduction became crystal reflections, multi-faceted gems that reflected Sweetie's face back to herself a hundred times. Still, the sweet scent remained. Still, Sweetie felt that nothing was amiss.

"Uh-huh." Sweetie nodded, and reached out to touch Junebug in her revealed form. The chitinous feeling of her body was somehow comforting. Her wings flickered in the torchlight, reminding her still of dragonflies. Sweetie smiled obliviously. "Of course I like you."

"Do you... love us?" Junebug had wrapped herself around Sweetie again somehow, inexplicably between the tiny sentence the two were exchanging, and was licking at Sweetie's neck, lapping at it like an ice lolly.

Sweetie shivered. Her mind was filling up with fuzz again, and the little spots were starting to show up, here, on her legs, one on her chest, or, that was Junebug's hoof, tracing down to between her legs, she wasn't sure, everything felt like lightning and tickles and hot happy panting...

"Yes," she said, finding the word fit comfortably in her mouth. "Yes," she said again. Of course she did. "Of course I do. I love you, Junebug." It made sense. So much sense.

Junebug's smile was ear-to-ear. Tiny fangs glistened at the corners of her mouth.

"I'm so glad. We love you too, Sweetie Belle," Junebug murmured, tracing her tongue along the full shape of Sweetie's ear, lapping at her earlobes and making the tiny white pony twitch and jerk like she was being shocked by static. "We want to become one with you again... to help you become more like us."

"More like... you?" Sweetie was getting too confused for the words to come out. Everything felt like 'more' in her head, and it came out so hot and fuzzy, she just wanted to pull Junebug into her, Junebug into herself, herself into Junebug, she wanted the two of them to be together forever, in this cave, anywhere, never separated, touching and kissing and playing and filling each other up with sticky stuff and waiting for the big pairs of eyes on the wall to awaken and fill them even more, and more again after that, until they got big and sticky and swelled and made more and more and more little ponies just like them, sticky black sweet-smelling changelings that could go out and get even more ponies, and those could get even more, and Sweetie could feel her head filling with sugary vapour, she was barely able to stand up, her whole body was going limp and onto the ground.

Junebug caught her, gently, before she hit the cushioned ground, and lowered her to it like a mother setting down her foal.

"Yes. We know it will make you happy," Junebug said.

Sweetie found herself nodding without remembering exactly how to do so. Head went up and down. Her body was in charge of that now, some other place was. Her spots were shimmering as they danced on her coat.

"Happy," she said, voice floating lazily in the cave air. "Yes please," she said.

Junebug smiled devilishly as she lined up her ovipositor again. Sweetie's cunt clutched at her before she had even begun to thrust, aching for her, not even an inch, just the tip, any bit that would go inside, Sweetie's head was screaming for it...

"Oh!" The first thrust made Sweetie shake. Her body was falling apart. Or it was coming together. Something was happening again like last night.

She was cumming.

"We have only begun to touch you, Sweetie. Does it really feel that good?"

"Yes!" Sweetie gasped. She pawed at Junebug's chest with one hoof wildly, scrabbling as her hips bucked upwards and her pussy clenched around the dark, black inches buried inside. Sweetie felt herself gush around the length of Junebug's member, her hooves shaking, her hind-legs twitching as she struggled to keep them up, to keep her posture and legs spread...

"Like this," Junebug said, picking Sweetie up suddenly.

Sweetie's head spun as her body did the same, turning her around and up onto all fours. But she was too weak, her head was spinning, she couldn't...

"We will hold you up. You must be patient while we administer your new dose."

Sweetie didn't understand what Junebug meant by 'patient'. Did it have something to do with waiting, not wanting to push her hips back into Junebug's lengthy changeling-cock?

No good. Sweetie's body moved on instinct it didn't know it had. She pressed her head down to the floor of the cave as she lifted her squishy marshmallow but and shook it around in Junebug's direction, grinding on the changeling's psuedo-dick as it thrust in and out rapidly.

It wasn't like this last time. Every second, Sweetie's head spun more. She felt her body shaking like this too, each time Junebug would pound into her, she felt her whole self shudder, she felt like she was being taken, used, slammed, like she was going to be filled up again and get so sticky and thick and wake up the next morning after even more dreams and when could it stop. She didn't want to find out.

"Fuck me!" Sweetie yelled, suddenly, her cry rebounding off the cave walls. The words were pooling in her head, everything she'd learned and ones she hadn't blurring together. Why did it feel right to talk, only to say stuff like that? Why did she want to tell Junebug to do more of what she was already doing?

Nothing needed to make sense. When she'd cried out, Junebug had done exactly that, and fucked her harder. Fucked her. Sweetie found the word making her pussy clench, each time she thought it, each time Junebug slammed into her and pressed her hips into Sweetie's smooshy butt, and grabbed her hips with her hooves and pulled her, like she was using her, jerking her around the length of her love-tube, just to get another shot of that gooey, sticky stuff that made her sparkle like the sunshine...

Sweetie came again unexpectly. She couldn't keep track of how good she was feeling until it hit her all at once. She couldn't keep up anymore either, but Junebug, to her promise, held her, flapping her wings softly to keep the two of them upright. A thin, steady trickle of filly-juice leaked down Sweetie's leg and pooled on the floor. Her tail waved frantically with each thrust into her pussy.

"Junebug!" Sweetie cried. She couldn't last any more like this, or she could last forever. This was the moment she didn't want to stop, when the two of them were together like this, just together, when she couldn't think and couldn't remember and could barely speak, just to say the words that exploded out of her, the new feelings that were in every inch of her body, the new things she found in her dreams and wanted now, her aching pussy, the smell wrapping around her head like perfumed bandages, her whole head was spinning, she was already dreaming, or passing out, Junebug was panting and grunting and gripping her tighter.

"I'm gonna cum!" Sweetie yelled, her hoof suddenly finding the strength to reach between her legs and rub at her clit.

"You are about to receive your reward," Junebug grunted. She slammed ferociously into Sweetie's pussy, and pushed the young filly's hoof away to take its place with her own. Her black, glimmering hoof, rubbing up and down along Sweetie's tiny clit, making sloppy sounds as Sweetie's juices splashed around her soaking filly-slit.

Sweetie's mouth fell open, wordlessly. Junebug kissed her.

There was so much more this time.

It came out before Junebug had pulled her hips back, and Sweetie felt it inside, filling her—that was maybe the only word, full—she felt her whole pussy suddenly warm and thick with sticky stuff.

Then Junebug pulled out, and shot her second load right onto Sweetie's face.

It dripped down her already damp and sweaty mane, and onto her chest, and chin, and all over her face. Sweetie Belle blinked, one eye squinting slightly, and licked a healthy helping of the goo off her cheek. Mhmm. It tasted even sweeter than Junebug's kisses.

Apparently still unfinished, Junebug had pointed the head of her ovipositor at Sweetie's pussy as it fired off one, two—three more spurts of thick, oozing, golden colored jelly. The extra goo dribbled down Sweetie's pink lips and crept down to ooze between her squishy butt-cheeks and join her filly-juices in their floor puddle. If it was possible, even more of the goop seemed to drip into Sweetie's pussy. If she was full before, now she was full to bursting.

Sweetie couldn't help it. As Junebug relaxed her grip, Sweetie collapsed onto the floor. The pool of liquids splooshed softly around her as she landed. Her pussy clenched, and the golden liquid inside began to ooze and seep out slowly.

Spots... the spots were blinking... white spots now? Why was her coat darkening, her eyes felt like they were blinking over and over again...

"Not yet, my pet. I would like to come back to your place this evening. For a... sleepover."

"A sleepover?" Sweetie Belle groggily shook her head. Sleep, that was where dreams were, where the cave happened... was now a dream? Was she sleeping? Sweetie shook her head again, attempting to clear the fuzz from her eyes. And why did she hear buzzing, softly, in the background?

"Yes. Is that alright with you? We would love to 'sleep' together." Junebug grinned, and winked, her tongue flicking out the corner of her mouth.

"Uh-huh." Sweetie nodded, her head on autopilot. She could talk to Rarity. Would talk to Rarity. Wouldn't have any problems. Could do whatever Junebug wanted her to do, needed her to do, would do anything for Junebug...

"Come on, we have to finish the day out at school before anypony gets suspicious."

"But... I dunno if..." Sweetie Belle trailed off, and squeezed her hind-legs together tightly, squishing out even more of the thick orange jelly, and sending a jolt of pleasure up her entire body, just from the tiniest friction on her still twitching pussy.

Junebug giggled.

"Do not worry. We will help. You will hear only the softest and most helpful thoughts from now on..."

Get up. You could do it. Junebug is helping you. Look, her hoof is out. There you go.

Now you're up. You can walk. Follow Junebug. You know how to do that. She's still got her hoof on yours, is walking forward, through the cave.

You don't need to think about the lights. Don't listen to the clicking or buzzing. Those are rocks, not wings. Just follow Junebug. Don't worry about your mane. Don't worry about your pussy. Junebug will get you all cleaned up before class.

She's licking you. It feels good. You don't need to come, though. You're calming down, peaceful, your head is filling up with clouds and cotton candy and you don't want to think every second about getting filled up and licked and squeezed and kissed by Junebug's long, slithery tongue... you don't.

You want to focus on going to class.

Sweetie Belle nodded. The new voice inside her head was very helpful.

She let it guide her all the way to class where, true to her word, Junebug had helped her through the entire day without a single instances of unexpected orgasm or needing to run to the bathroom to take care of her dripping, twitching cunny.

Junebug had still done that at lunch, of course. She said she needed to make sure all the 'honey' had gotten out. So she checked with her tongue.

Sweetie didn't need to come though. She was saving it for the sleepover.

Junebug told her exactly what to say, though she didn't remember her doing so. When she got home, she explained to Rarity about the new student, and could she please stay over tonight because of a class project they wanted to work on, about, uh, bugs. And Rarity had beamed and said "Absolutely!" and immediately become distracted by whether or not the regular dishes they used for dinner were fancy enough for company, and then whether or not the guest room needed doing up, and then whether or not there were enough pillows for another pony in Sweetie's room when she had already taken them all, and before Sweetie knew it she had shared dinner with Junebug, gotten her goodnight kiss from Rarity, and snuck off to bed. All without any questions about the sweet smell or Sweetie's sudden inability to continue a conversation that didn't involve her pussy being filled up with sticky jelly. Rarity asked surprisingly few questions at dinner.

"So, are you from Ponyville, originally?"

"No. But we like it here very much."

We... Rarity had caught herself pausing on the word suspiciously, then letting the feeling go as quickly as it had come. What was that delightful smell?

"Your perfume is simply marvelous, I must say."

"Oh, thank you."

"You must tell me where you've ordered it from."

"I'm afraid it is a family secret."

"Ah, of course. I suppose I'm not surprised. Perhaps I'll just have to ply Sweetie Belle to get it out of you."

Junebug smirked to Rarity over her glass of water.

It was me the entire time... I was the higher power

Before bed, Junebug caught Sweetie in the hallway between bedrooms. Maybe Sweetie caught her. Sweetie was the panting and sort of sweaty. Sweetie was also the one with black carapace taking over her soft, white fur. Sweetie was the one suddenly unable to contain the wings and horn and crystalline eyes. She blinked one moment, and saw through compound the next.

"Shhh. Soon, Sweetie. We know you can do it." The changeling-pony, much more in control of her own natural form, soothed Sweetie Belle by rubbing her back and the base of her neck gently, massaging until the black spots receded, the multi-faceted eyes blinked back to reveal Sweetie's typical, innoccent stare. Wings, horn, faded away into thin air. Junebug smiled sweetly at her.

"Thank you," Sweetie said, and hugged her new friend tightly. Her special friend.

Junebug hugged Sweetie back. Her tongue extended and lapped once at Sweetie's ear before flicking back into Junebug's mouth.

Sweetie squealed quietly, but kept her composure, at least inasmuch as her form was contained. Still Sweetie on the outside.

"Very good," Junebug said. She gave Sweetie one last pat on the head and a gentle kiss on the nose before heading off to the bathroom. To 'freshen up'.

"Meet us in the bedroom," Junebug said.

Sweetie Belle had dreamed of nothing less.

***

By the time Junebug arrived in the bedroom, Sweetie Belle had worked herself up into a tiny storm of desire. Her little pussy had started calling her to the moment she'd lay in bed and begun thinking about Junebug's thick, black thing extending and getting ready to plunge inside her. She'd started to get wet, and hot, and then she'd started touching, and spreading her lips and feeling how wet she was inside, and by the time she'd begun circling her little clit her head had rolled back and her eyes were closed and she was hovering just outside of heaven, waiting for her special pony to come bring her the key to the clouds even higher up.

Junebug giggled as she found her lover, thrashing in her bedcovers, barely able to contain her noises through the blanket she was biting down on.

"Do not tell us you are going to finish without us?"

"What?" Sweetie's eyes snapped open, and she spit the wet corner of blanket out of her mouth. "No, of course not! I was just, um... waiting for you..." Sweetie gestured nervously to her dripping filly-hole as she pulled her hoof arduously away from her pleasure button. She spread her legs and gave her special pony a perfect view of her insides and out, the way her little pink lips parted ever-so-slightly, and she couldn't help but twitch as she tried to reach her hind-legs back behind her head...

"You are so wonderful, Sweetie Belle. We're so excited we chose you to be our special pony."

Sweetie blushed, and smiled nervously at Junebug while tucking her chin into her chest.

"Now, perhaps it is time to show you... our true self..." Junebug cleared her throat and closed her eyes. She hung her head low against her chest, her swirling mane covering her head and draping down to the floor. The air around her seemed to waver the same way the horizon did on a hot day, and before Sweetie's eyes, the changeling that was a foal had begun to transform again, this time into a more familiar set of skin.

Pink and white gave way again to dark, inky black. But this time Junebug, or the changeling who was Junebug the pony, was much bigger than her initial form, much taller than the demure filly that had walked into Ponyville Elementary School a few days ago. Her mane was a deep, forest emerald, that hung over her face and down to her hooves. Her body was longer, more regal, and her eyes beamed brilliantly with life, like a pony's instead of a mere insect.

With a shake of her head, Queen Chrysalis smiled down at her 'special pony'.

"Greetings, my new subject. I'm so pleased to... 'finally' meet you." Chrysalis giggled darkly with a hoof to her mouth.

Sweetie's eyes were sending a mix of signals to her brain, and all of them were clouded with the insistent heat gripping her body and forcing every other thought to between her legs. Was the pony she met... the changeling she'd known this whole time... that was her?

Should she be upset?

Sweetie felt confused. A muddle of things in her stomach. Why had Chrysalis been so nice to her? Why did she seem so kind, so wonderful...

"Everypony misunderstands you," Sweetie said out loud, blurting the words as though she'd rehearsed them, or was sliding into an impromptu speech. "You're not mean. You're really, really nice. You just wanted to help me feel good."

Chrysalis nodded, smiling with wide, innocent eyes.

"Of course. That's all I ever wanted for anypony. It's just so unfair that I've been unable to share my 'love' for so long..." Chrysalis stuck out her lower lip and began to pout, lowering her gaze to the floor.

"Oh no! That's awful!" Sweetie Belle had absentmindedly started rubbing her tiny pussy as she spoke, stroking her hoof up and down the length of her slit and savouring the soft wet sounds it made as she squirmed in her bed.

"Indeed. But now that I've met you, Sweetie Belle, my special pony... I know the two of us can convince the rest of Equestria of the... error of their ways."

Sweetie Belle nodded. Her eyes lost focus for a moment, then came together back on her Queen, the stately posture and glimmering, punctured wings, and her ringing, echoey voice, that filled your ears the same as thick royal honey in your... in your...

"In your cunny," Sweetie Belle finished to herself, playing idly with her tiny sensitive clit, jerking each time she ran a hoof across it.

Chrysalis nodded and laughed. "Yes, that's right, Sweetie Belle. You need one more dose in your cunny, don't you?"

"In my pussy too," Sweetie Belle said matter-of-factly, nodding her head and spreading her legs wider. She held a hoof on either side of her dripping cunt and looked up at Chrysalis with a helpless expression. She whimpered and pointed down at her pussy by tilting her head towards it.

"Pretty please," Sweetie Belle said. "Be my special pony."

"I'll always be your special pony, Sweetie Belle."

Chrysalis was in bed beside her. Her special pony. Her changeling Queen. The two were one and the same.

As Sweetie watched, Chrysalis brought one hoof to her chin. She traced it delicately around the outside of Sweetie's face, along her soft cheeks and tender, oh-so-sensitive ears. Sweetie panted and bucked her hips upwards at nothing, her pussy relieved even just from the sensation of motion, from the idea of imagining what might happen, or what was to come when her Queen decided to bless her with a sweet sample of that delicious jelly.

They were in bed together still. No cave. But Sweetie imagined it just the same. When she closed her eyes, the torch-light flickered, and the watching eyes behind those. Sweetie heard the clicking, the stepping of exoskeleton onto stone.

When her eyes opened, she could see her spots. Larger, moving, taking up whole limbs, a half of her body—then the whole thing. She could feel something like the air melting around her body as the outside changed. Then the inside. Sweetie looked down at her hooves, blackened and riddled with holes. She felt empty.

"Please," she said, looking helplessly to her Queen, who simply nodded at her, and helped Sweetie lay back onto the bed. Sweetie took the position she first had when granting access to her new special friend, only this time, in the comfort of her own bed instead of a school toilet seat. Sweetie spread her legs wide, stretched them as far as she could, now able to reach behind her head easily somehow. She locked them in place there and used her forelegs to spread her pussy even wider, give her Queen a look inside at her prize, the part of Sweetie that she owned most fully and completely. Sweetie could feel the beginnings of her orgasm, even though Chrysalis was yet to touch her special place.

The ovipositor that Queen Chrysalis revealed was even larger than 'Junebug's had been. Sweetie felt herself quivering at it for a moment, then shaking away the feeling as soon as it had come, and replacing it with a raw, intense thirst, that let her mouth fall open and her tongue loll out and her eyes lock unmoving on the thick end of the black rod that Chrysalis held between the two of them, moving it slowly from Sweetie's chest, down her stomach, tracing a thick, profane line into Sweetie's white-fading-to-black fur. Leaving a sticky trail along the path, which went in circles around Sweetie's clit until the young filly shoved her hoof in her mouth and started screaming.

Seemingly satisfied, Chrysalis pulled her hips back for a second. When she moved them forward, the tip of her insectoid member was dead on target, and it parted the folds of Sweetie's underage cunt effortlessly, moving smoothly and with the soft, tantalizing sounds of Sweetie's juices slicking up everything. Chrysalis thrust forward slowly, arduously, making Sweetiue feel every last inch, until finally she was buried deep inside, and the tiny filly in the bed was thrashing desperately back and forth, blanket returned to her mouth, struggling to dull the sensations consuming her body that seemed to beg her to scream as loud as she could. Chrysalis tried to help by holding a hoof over Sweetie's mouth, but while that succeeded in dampening some of the noise, it seemed to have an additional effect of making Sweetie moan even louder, which cancelled out the benefit in the first place.

Behind the corner of blanket Sweetie was biting down on, she stared at Queen Chrysalis's royal 'cock', buried so deep Sweetie was sure she could feel it in her stomach.

Spinning wasn't a word big enough for what Sweetie felt inside her head. She'd used up all the words she already knew meant out-of-control, and in finding new ones, discovered it was easier to express her feelings with wordless, passionate moaning, no longer remotely concerned about somepony like Rarity overhearing her, just know it was right, and good, and felt like Chrysalis, her new Queen, was worshipping her, was making every inch of her body feel good. Sweetie quivered each time the big, black dick slid inside her, and clenched as hard as she could as it pulled back out, savouring the sensation of the big thing slipping in and out of her little pussy.

With a mischevious grin, Chrysalis stilled her hips, planting her ovipositor halfway inside Sweetie's cunt, teasing her by moving ever-so-slightly back and forth, in increments of half-inches, massaging the inside of Sweetie's cunny and pressing hard into her young walls.

Sweetie scrabbled at air with her hooves and thrust her hips forward to no avail. Chrysalis was keeping the distance perfectly.

"You want more?" she asked, her words sweet, syrupy, lilting into Sweetie's ear like the soft, long tongue that had been teasing them for days straight.

Sweetie nodded almost mindlessly, her head bobbing up and down in automatic response. Her hooves found their place on either side of her cunny, and she spread it wide again, begging for Chrysalis to thrust forward and bury herself again, begging for the big load of sticky, gooey stuff that her Queen was saving up for her, to make her better, to make her complete, to make her whole, to make her change into the perfect little changeling pony...

"Please," Sweetie said, her voice raspy, hurried. "Please, I need it..."

Chrysalis nodded. She pushed forward ever-so-slightly, another inch inside Sweetie's cunt. Sweetie gasped and felt her body begin to shake. Was it happening again, already, she couldn't keep track anymore...

Yes, it was. Sweetie was cumming again, couldn't control herself, her body was sending so many signals she couldn't keep track of them, everything was on fire, everything felt hot and soft and wet and warm and deep, insistent tugging, felt like her whole body was going to turn inside out any moment...

"Unhhh!" Sweetie couldn't articulate herself anymore. Only noises. She grunted and bucked wildly as her underage pussy clenched around Chrysalis's length, squeezing it tight like a vice, praying to milk out the precious payload she was waiting for...

Though she seemed composed, no closer to the frantic shivering of Sweetie's orgasm than she had been a moment ago, Chrysalis seemed suddenly to decide she was ready to bestow her subject with its new gift.

As the jelly began to spurt from the tip of Chrysalis's regal almost-cock, she continued thrusting, hard, pounding herself into Sweetie so fiercely the little filly's entire body shook each time she pounded home. Slam. The first load of orange, sticky honey-fluid began to dribble out of Sweetie's cunt. Chrysalis pulled her ovipositor out and began to rub it over the top of Sweetie's slit, covering her clit and folds in more of the intoxicating jelly.

Honey. Sweetie could smell it. Sweet candy. Head spinning. Her senses held onto and guided in circles, back to her Queen, back to the space between them, staring as Chrysalis squirted out the last of her jelly-deposit, then buried her ovipositor back into Sweetie's pussy.

"Ahh! I can't... it feels..." Sweetie's head was fuzzy, and when she wiped her hoof across her foreheard, she felt the same black chitinous exterior that Junebug had introduced her to the day previous. She felt her wings flickering on her back, though she wasn't sure how she'd manage to get them there in the first place. Her marshmallow-coat was darkening, parting with tiny holes, all of her vision was blurring together into a hundred reflections of the same thing, her Queen's face, Chrysalis staring and smiling and her sharp, tiny teeth at the corner of her mouth.

Chrysalis slammed inside her again, picked up Sweetie with her hooves and held her close as she began to bounce the young filly on her hard member. Sweetie's head lolled from side to side, her tongue out, as she found a rhythm, and began bouncing her butt up and down, plunging Chrysalis's royal cock inside herself, riding it like a merry-go-round at the fair. Sweetie felt a laugh bubble in her chest, a giggle, and she let it out, almost crying, her eyes were wet too, every part of her was like lightning. Sweetie rubbed at her own chest with her hooves, her nipples and stomach and down to her clit, she started rubbing that too, she needed to cum again, that was all she wanted to do. To cum. To serve. To be full.

"More... more..." Sweetie began murmuring to herself as she bounced, staring down at Chrysalis's black rod as it plunged into her pussy. She licked her lips and felt a healthy mouthful of saliva drip down from her chin. It met the honey on her chest and mixed together with the rest of her juices, more filly-cum and sticky honey than Sweetie Belle could separate. She felt her walls clenching just in time as Chrysalis began to swell inside her again.

"Of course, my special pony." Chrysalis smirked and placed her hooves on either side of Sweetie's head. She pushed her down, hard, bottoming out the tiny filly on the full length of Chrysalis's throbbing unit. It was robust, pulsing inside Sweetie's cunt, she could feel it, surely it was going to squirt again, she was going to be rewarded, she was going to be full up and coated and soaked all over...

Both ponies, or changelings, came together now. Sweetie squealed and bit down hard on Chrysalis's shoulder, the pitch of her voice going so high it became inaudible. Her whole body shook as the throes of her orgasm took her over again, rocketing her to a whole other dimension, removing her from the bed and Ponyville and anywhere she had been that was not a dream, back to her Queen, the cave, the honeysuckle, the blinking, buzzing beings surrounding in every direction...

Sweetie bucked so hard she almost lifted herself all the way off Chrysalis's body. But the Queen held her back down, pressing her hard until her smooshy butt was squishing against Chrysalis's body, and she squeezed it, with her hooves, and bucked forward herself, feeling the flare of her head as another load of jelly readied itself to be deposited.

There was no more room in Sweetie's pussy. She was already stretched to her limit, full up with goo, her sweet filly-juices dripping all over the floor, her pussy clenching and winking, squeezing out little trickles of the jelly to mix with her girl-cum. The rest of the goo went inside anyway. It filled her up. Pulsing. Swelling. She felt so full. And it kept coming. More. It was leaking out onto the floor, spreading all over her legs, pooling in the bedsheets...

Smell. It smelled like honey. Hot, wet, honey. Honey and the feeling of being fucked, endlessly, the only way you deserved.

Chrysalis pulled Sweetie off her cock with a soft 'plop', followed by the flood of jelly that spread all over Sweetie's bedsheets. Sweetie let her head fall back, eyes completely closed, sunken into her mattress and sighing loudly, drifting somewhere very far away. She raised a hoof absent-mindedly in front of her face and studied it, staring at the dark shade and tiny holes that had appeared. She felt right.

The two changelings came to each other and wrapped themselves together. Chrysalis gathered one of the unstained blankets from the end of the bed and pulled it over herself and her new subject, cuddling together amidst the smell of sex and sweet insect aroma.

"Thank you..." Sweetie murmured softly, putting a hoof to her mouth and sucking on it gently. She nuzzled her head into Chrysalis's thin green mane, and closed her eyes, still sucking softly on her hoof. The moon was bright in the sky, but its rays were hidden by the curtains over the window.

Chrysalis smiled, and stroked Sweetie's head softly.

"Of course, my subject. You are my special pony, after all."

Sweetie sighed and smiled sweetly, nuzzling closer into her Queen's embrace.

"Can we play some more tomorrow?" Sweetie asked innocently, rubbing her nose against Chrysalis's neck. Chrysalis nuzzled back to her, pressing her nose into Sweetie's, and giving her a soft peck on the lips. Sweetie giggled, and shivered along her whole body.

"Of course. We can play every day. In fact... we should ask your dear sister, Rarity, if she would like to join us."

Rarity. Sweetie blinked, seeing her sister's face in her mind's eye. Blinked again, and it changed, blacker, shinier, more uniform. Sweetie saw a version of her own face staring back at her. Her Queen's face. A jolt from between her legs, whimpering, clutching them tightly. Wet, again.

"Okay," Sweetie said. She closed her eyes and sighed, nuzzling her head into her pillow and relaxing the rest of her body against Queen Chrysalis, who welcomed her into her embrace, drawing her close and clutching tight against her body. "I'll get Rarity to join us." Sweetie blinked, smiled, licked her lips. Beamed at her queen. "I'll do anything you want me to do!"

"That's my special pony..." Chrysalis murmured, a slight giggle in her voice.

As the aether of the dreamscape began to wash over her, Sweetie smelled the sweetest scent, the sugary aroma that had wormed its way inside her head in class just a few days ago. Honeysuckle. Fireweed. Flowery cotton-candy, filling up her senses...

The night was over. But Sweetie's dream was just beginning.

Author's Note

(Austin)