Pent Up

by Cloplestia

Rating: mature
Tags: My Little Pony: Friendship is Magic, Porn, Tempest Shadow, Fetish, Queen Chrysalis, Sex
Length: 8811

A thirsty Tempest encounters a hungry Chrysalis

Fizzlepop Berrytwist, formerly Tempest Shadow, terror of the Storm King, is wandering the wilderness of Equestria on a journey of self-discovery. She's also very, very horny.

Out in the wilderness of Equestria, there are creatures eager to make a meal of a lone pony, in one way or another.

They'd better be careful!

Contains: futa, masturbation, freaky interspecies sex.

Third place winner of Dirty Little Secret's Dirty Little Contest!

Published 2020-04-30 21:50:01 UTC
Last updated 2020-04-30 21:50:01 UTC

Pent Up

The problem with going on a voyage of self-discovery, Fizzy reflected, was that she no longer had Grubber around to find her some compliant hole (or shaft, when she was in the mood) to take care of her urges. Defeating the Storm King had freed her in so many ways, but there had been some compensations back when she had belonged to team evil.

Of course, even if her henchhog were still with her, she doubted he'd be able to turn up some agreeable pussy in this endless swamp. There was nothing but a maze of water and low earthen islands and trees and vines and chattering birds and snakes and she really couldn't deny she'd taken a wrong turn somewhere and was far from civilization.

At least there were no ponies around to notice the thick slab bulging along her belly under the skin of her black bodysuit.

The bodysuit was itself both part of her armor, but also an effort to conceal that bit of inconvenient anatomy. It worked well enough when her cock was quietly resting in its sheath, comfortably hidden between her thighs, and it held her balls tucked reasonably tightly up where nopony ought to be looking in any case. But when feelings of arousal caught her up and her shaft grew rambunctious, the bodysuit became a problem. The fabric clung to her shaft, pressing into it while making it very clear to any observer just what was settled against her belly. And while she would have thought the blackness of the suit would have been concealing, it turned out when she was exceptionally aroused and leaking her pre, it left a glossy stain at the head of her cock.

As no doubt it was now. She hadn't... seen to her needs in some time now, and it seemed her cock was making its urges clear with a vengeance. The fabric held her shaft tight to her belly and she could feel the humid warmth suffusing it. She dipped her head back to glance under her stomach and saw it, obscenely swollen against the cloth. Somehow the way the bodysuit adhered to her shaft so tightly made it all even more obscene. She could see the medial ridge poking up, the fabric moving with the pulses of her organ, even a vein. The swollen head of her cock was lovingly exposed in the detailed terrain of the cloth plastered against it.

Her cock throbbed with need, dragging her mind to thoughts of sex. Her pussy as well—her body was equal-opportunity horny, but at least the bodysuit didn't tease and pull at her pussy the way it did at her erection. She hopped from dry spot to dry spot, working her way to a grassy, tree-edged high spot in the swamp. As she went, she let herself drag a hoof along her cock from time, pressing against the cloth to feel the hot muscle throbbing beneath. Luscious surges of pleasure swept through her haunches every time she did it.

There had been times when she had wished she had never been born this way, when the embarrassment of being a freak, a mare who also possessed a cock had been crushing. The doctors had told her it was a rare but not unknown mutation among unicorns, and that there were magics she could cast to conceal it and live a normal life—but such spellcraft had been destroyed for her the day her horn had been shattered. And yet at the heart of it, she didn't hate the organ, as inconvenient as it could be. No, the delights she had experienced with that inconvenient cock were nothing she would trade away.

The high place was a sort of island, a gradual rising of ground among the trees that shot up determinedly in the shallow waters that surrounded it. Fizzy took a quick survey of the place, and decided it was probably the best place she was going to find to camp before the late afternoon light dimmed into night.

And really, she needed to take some time to deal with her hard-on.

It occurred to her that she hadn't seen any sign of ponies or civilization all day. It didn't seem that anypony was likely to stumble across her out here.

Instinctively, she still glanced around to make sure she was alone. Then she reached up to the bodysuit's zipper at her neck, opening the hole large enough so that she could pull her front legs out of their sleeves and through the neck hole. Then she shimmied the bodysuit down her waist, the folds of fabric sliding along her cock and sending little erotic jolts through her nerves. A little shiver of delight passed through her loins as the organ sprung free, waving beneath her belly and finally unconstricted by the bodysuit. She slid the cloth further until she could step her hind legs out of the back sleeves and stand naked.

The heavy swamp air caressed her body, breezing between her legs and licking at her damp cock gently. She took a deep breath, feeling both exposed and also somehow shameless. It was a silly feeling—ponies of Equestria ran around naked all the time and thought nothing of it, but Fizzy spent so much time in her bodysuit—practically living it it and her armor back when she had called herself Tempest—that the feeling of having nothing between her and the world was weird and exciting.

Of course the ponies of Equestria managed not to flaunt massive erections as they ran about in the nude. She knew she'd attract definite attention as she was now, but without having to worry about onlookers she felt liberated to revel in her exposure. She spread her hind legs and hiked up her tail, letting her pussy (also distinctly damp) have a taste of the humid air while she let her cock jut beneath her belly and throb. After posing a moment, she walked toward the edge of the water, swaying her hips with such indulgent abandon that her cock swung from side to side with enough force to slap up against either side of her barrel. She clenched the muscles in its base and twitched it, enjoying the sensation of tension shivering through the hard flesh. She could feel the wetness of her pre dribbling down the head and dangling, whipping back and forth with each step and being flung off to bedew the grass with her juices.

At the water, she looked at her reflection, her tall mane and her sleek and powerful muscles. And the cock standing proudly beneath her belly. She watched as she brought one front hoof up and stroked that strong shaft, watched as it jerked against her touch and sent quivers through her flanks.

Pleasure sang in her nerves as she caressed her organ. A thick drizzle of pre came spilling from it, and she rubbed her hoof through the slime and then dragged it down her cock, slickening herself up. For a moment she surrendered to the feeling and moved her hoof with rapid strokes, wallowing in the powerful rush of sensations that followed. Her cock throbbed eagerly against her touch.

She knew she could swiftly bring herself to orgasm, but she wanted to enjoy herself more before letting herself climax. She pulled her hoof away and watched her cock twitching in her reflection. She moaned faintly, staring at the thick shaft with a perverted sense of pride. She'd always been embarrassed for ponies to notice it, but now she felt free to admire its shape and heft, the gentle arc of her erection and the slight twitches as it throbbed. It glistened wetly with the pre she'd coated it with, as if oiled for display. A thread of saliva dribbled from her lips unnoticed.

Her reverie ended when a frog jumped into the waters and shattered the reflection into a confusion of ripples.

She laughed self-consciously, and glanced around. Of course she was still alone, surrounded by the dark green depths of the swamp. She brushed her hoof along her cock once more, enjoying the shiver of delight it brought her, and stepped away from the water.

She walked across the grass slowly, as if to display herself to an unseen audience. She stretched back one hind leg, showing off her cock, then took another step, swaying her hips and arching her tail high. As she lewdly paraded, she let herself fondle her cock from time to time, teasing herself with a few luxurious strokes that kept her floating in an erotic haze. She would never do this in front of other ponies, but for now she craved the thrill of showing off her body seductively.

But after a while, the urges she teased along built up to the point where she had to take care of them. She settled her haunches to the grass and, still indulging a pretend-exhibitionist mood, spread her hind legs to expose her cock to the swamp before her.

Balanced on her rump, she brought both front hooves to bear, gripping her cock and giving a strong stroke. She gasped as the pleasure surged through her thighs, and felt her shaft twitch eagerly in her grasp. She rubbed at the head, coaxing forth more of her pre and slicking her hooves with it. Her hips flexed against the grass instinctively and tried to press her cock harder into her grasp, hungry for the jolts of sensation.

Still, she could not help imagining how much better it would be with a partner. Ponies had been almost unknown in the Storm King's lands. When her desires built up and she sent Grubber to find someone to help her take care of them, she had never known what manner of creature he would think she would like. What had surprised her even more was her own enthusiasm in the face of such unexpected partners.

Fizzy indulged herself with the memories of her cross-species sexual adventures as her hooves flew up and down her cock. She shifted her hips and brought one hoof down past her balls and ground it into her dripping pussy. Jolts of pleasure shot through her thighs. Her eyes closed as she brought to mind the creatures she had slaked her lusts upon.

“Pony pussy so good!” howled the diamond dog, shoving his hips against her with rapid motions. She'd finally given in to her pent-up urges and told stupid Grubber to find her some boy-toy to fuck, and he'd come back with this! She'd nearly sent them both away in a rage, but her anticipation of finally getting laid had overcome her frustration at Grubber's cluelessness in not finding her something vaguely pony-like to fuck, a giraffe or deer, how hard was this to figure out?—and she'd said to hell with it and yanked the diamond dog into her chambers, slamming the door in Grubber's idiotic face with a frustrated snarl.

And now here she was, utterly shocked at just how responsive her body was being to the diamond dog's efforts. His cock felt strange within her, a hefty slab of meat that slid against her flesh in unexpected ways. Where she expected the flaring head of stallion cock to batter deep within was only a warm, pointed tip, quivering with the brutish creature's excitement. Yet at the base, his cock had swollen steadily as he'd fucked her, until it now felt as if it had reached comical proportions. In fact, he could no longer thrust properly because of it. The freakishly large bulb of flesh was lodged within her, the lips of her pussy stretching tightly around the base every time he pulled back, keeping him trapped inside her. A part of her worried about just how large that swelling was going to get, but with each attempted thrust it caught inside her and sent wet jolts of pleasure shooting through her thighs.

Ever tighter grew the plug, but her pussy only seeped more and more of her arousal around it. Thrills pulsed through her body as the brutish creature had his way with her. His rough paws gripped at her flanks as he pulled her into his thrusts, and his eager little whimpers and barks as his own pleasure surged through him made her pulse pound. She felt thrillingly out of control; she who was always in command was now at the mercy of a sex-hungry beast who seemed barely cognizant of her desires. A part of her was certain it was only because she had been so long without a good fuck in the Storm King's territories, but her body was electrified with lust and the diamond dog was setting her panting and gasping with every motion. Her cock was as hard as it had ever been, slapping against her belly, and she was too far gone to even spare a hoof to give it a stroke, quivering as she was.

The brute gave another howl, slamming his hips tight to her rump. She felt the knotted base of his cock thicken even further, a warm solid mass now lodged firmly inside her. In the same instant the diamond dog began yipping, and she felt his shaft tremble against her walls. A sudden liquid hotness surged against her walls, pouring deep within her, and she knew he was cumming.

Her own pleasure erupted in response, the sweet sensations within her pussy driving her into her own orgasm. His alien cum was spilling into her, filling her with sperm that was never intended for pony pussy, and could never fertilize her, however potent his seed. The hot spurts sprayed hopelessly between her walls, each wasted blast of diamond dog cum sending electric jolts of delight shooting through her thighs.

Her own juices let loose, the spasms of her pleasure squirting powerfully—but the thick plug at the base of his cock fit so tightly her own wetness was trapped inside her, roiling back along the walls of her pussy with only a few drops managing to seep free and drip from her. The feeling shook her, the usual delight she felt when she sprayed her marecum suddenly turned back within her. The pressure of her juices and the diamond dog's emissions swelled inside her pussy, and she cried out as a whole string of orgasms fired off . Beneath her belly her stiff cock joined in without her even touching it, a thick spurt of her cum shooting between her front legs and hitting the underside of her jaw as she foolishly dipped her head down in a gasp.

The sensations swept through her, her body shaking in ecstasy. She was dizzy with the pleasure, barely aware as the diamond dog's spurts slowed to erratic splashes, his cock still hard all the same. She felt him pull back, as if to dismount, but the knot held him tight within her, and suddenly he was throwing one leg over her rump and turning around, his butt now pressed against her rump but his cock still locked with her. “Bwha...” she gasped, just as she felt a fresh series of spurts drenching her pussy. He groaned and tried to walk forward, actually dragging her across the floor for a few steps with his cock. More detonations of pleasure burst deep within her at the rough treatment. Every time she thought he had reached his limit, his cock growing quiescent in the embrace of her pussy, it would suddenly quiver and start firing off more loads of cream. She was being stuffed with his cum, helplessly tied to him. It lasted for over an hour, his balls draining what felt like gallons of sperm, her own pleasure shuddering through her again and again all the while. At last the splashes became mere dribbles and the knot subsided, popping out of her suddenly and freeing cascades of semen to spill from her down her legs. She collapsed to the floor, barely able to even think, satisfied utterly.

And then there was the time Grubber had found her a kelpie at a nearby lake. Once she entered the water, the creature had swam around her, brushing against her flanks teasingly, then diving deep only to slide up between her thighs, rubbing it's smooth scales against the eager lips of her pussy and then the hard shaft of her cock. Ultimately it had sucked her cock into its toothy maw and given her an enticing, yet frightening blowjob, prickling at her flesh with it's sharp teeth. When she came, threads of her cream passed through the creatures gills and floated in the water.

And also, the minotaur, as much a wrestling match as sexual encounter, as they'd each struggled to force the other to satisfy their throbbing cocks. She recalled it as a haze of struggle, sweating body against sweating body. At some point she'd managed to force her cock into the creatures throat, thrilling at his warm tongue struggling against her shaft as she held onto his horns; but at another he'd held her with one hand locked behind her neck and forced his own shaft roughly into her anus, his muscles quivering as he thrust into her struggling form. All she truly remembered was the aftermath, both of them panting and covered in the other's sperm, exhausted and satisfied, and rather sore.

And the displacer beast, a dicey proposition as Grubber never made it clear to her just which side of animal and sapient the creature fell upon. But it had let her fuck it willingly enough, its lithe panther body pressing into her as her cock probed the hot slickness of its pussy, the cluster of tentacles on its back reaching to her rear and exploring her own holes with relish. It possessed the ability to cast its own image away from itself (some sort of defense mechanism, she supposed), and it obligingly did so in front of her, so that she could look at its form and see the way its pussy gaped wetly and the pink flesh molded itself around the shape of her cock even as she fucked it underneath her.

And the time she'd done Grubber himself... although no. That one had been a mistake.

Lost in a haze of pleasure and memory, hips undulating into her hooves and hooves sliding wetly from pussy to cock and back again, Fizzy seemed prime prey for any predator who might sneak up on her. But even as she pleasured herself, she was not wholly insensible to her surroundings. So when the cragadile that had been creeping up through the still waters in hopes of an easy meal pounced, it was met with a pony who suddenly snapped into awareness and met it with full force.

Fizzy dodged the creature's jaws, planted one hind hoof in the turf, and grabbed its foreleg. With a snarl she pivoted, turning the beast's momentum against it and throwing in some of her own. She swung the cragadile past her and sent it hurtling across her little island, straight into a tree.

The tree burst into tinder with the cragadile's impact, and the creature flew on into a second tree, which cracked and came crashing down (eek!), not greatly reducing the cragadile's momentum. The beast slammed into a third tree and slid into the waters where it lay stunned.

Fizzy stared after it a moment to see if it would come back for more. Her cock was still a stiff heaviness beneath her belly, but it was momentarily forgotten as she watched the creature groan, look toward her and immediately waddle in the opposite direction.

Fizzy furrowed her brow. The cagadile was dealt with, but something else tugged at her thoughts. She could have sworn she'd heard a pony-like “Eek” as the cragadile had knocked down the second tree.

Could there be another pony out here? Filled with a sudden sense of alarm, she dashed to the fallen remains of the second tree in the water, scanning the dark waters for any disturbance.

It took only a moment to find a pony-like figure partly pinned beneath the trunk, held beneath the waters. Fizzy grabbed onto the trapped pony, hugging them around the barrel and tried to pull them free. Her hind hooves slipped on the muddy swamp bottom, but that same mud help ease the pony from under the trunk, and in a moment the dazed stranger was scrambling to her feet, hacking and spitting water.

The first thing Fizzy noticed was that this pony was no pony at all. She had a horn like a unicorn, but it was a heavy, twisted thing. And her hide was a hairless firm black skin, shaded to green across her back, with a set of translucent green bands around her belly. Her legs were long and Fizzy was startled to see gaping holes near her hooves, though they seemed not to inconvenience her. Her mane was a lanky, silken affair that played straight to Fizzy's weaknesses. She was exceptionally large, larger even than Fizzy herself, and a pretty pair of insect-like wings sprouted from her back. She looked like a twisted version of an alicorn.

The not-pony focused on Fizzy. Her already large green eyes widened, and then there was a flash of green magic.

An unprepossessing yellow earth pony stood before Fizzy. “Ahem,” the pony said, “I must thank you for saving me.”

Fizzy cocked her head to one side. “I've already seen you. It's a little late to try to fool me,” she said.

The yellow pony snarled. There was another flash of magic and the black creature stood before Fizzy once more. “I didn't actually need your help, of course,” it said.

“What are you? Do you live here?”

“No, I don't live here,” the creature snapped. “Perish the thought.”

“Oho, a haughty one,” Fizzy said.

The other drew herself up. “I am Queen Chrysalis! With my changeling legions I invaded Canterlot itself! Celestia lay helpless before my hooves!”

Fizzy raised her eyebrows. “Invaded Canterlot and beat up some princesses, eh? Relatable.” This Chrysalis creature hardly seemed trustworthy, but at the same time Fizzy couldn't deny there was a sleek and sensual grace to her.

Chrysalis looked down her muzzle at her. “Please don't trouble yourself over me. Carry on with whatever you were doing before.”

Fizzy could feel her cock swinging heavily beneath her belly. It hadn't gone down at all, and the prospect of carrying on made it twitch eagerly. Nevertheless, she resisted the urge to reach back and fondle herself. “Call me Tempest Shadow,” she said, wondering if the other would recognize it. Something seemed vaguely familiar about Chrysalis's name; hadn't Twilight mentioned changelings once in passing? She settled her voice into its old, intimidating drawl. “I'm afraid I'm not in the habit of putting on shows for creepy voyeurs.”

Chrysalis's lips thinned. “I am no voyeur, wretched pony!”

“In all this enormous swamp you took the effort of stalking me, then hid behind a tree to watch me in a private moment.”

“As if it were hard to find you! The taste of your lust carries through the air for miles!”

“The what?” Fizzy furrowed her brow, then remembered what Twilight had said. “Don't changelings eat love? Too bad for you, I'm not in love with anypony.”

Chrysalis curled her lips back from her jagged white teeth in a sneer. Fizzy felt a little shiver of excitement at the sight of them, glistening wetly with saliva. “Lust is a cousin to love, pony. It may not be very nutritious, but it's a meal all the same.”

Fizzy laughed. “Are you wandering around this swamp and starving? Sniffing out horny ponies? Aren't you supposed to be a queen?”

“I am... between hives at the moment,” Chrysalis said.

Fizzy eyed the creature. No doubt she was strange and disagreeable in personality, but Fizzy couldn't deny the creatures uncanny, not-quite-pony physique intrigued her. And if the creature was hungry... and Fizzy had an abundance of “food” to give away... she came to a decision and smiled. She settled her haunches to the grass, giving the changeling a clear view of her erection. “Well now, if you want a meal of my lust, you're going to have to earn it direct from the source,” she said.

Chrysalis's eyes flashed. “Do you think you degrade me? Fucking a pony is nothing more than a predator feasting on its prey to me.” Her green magic flashed across her body, and suddenly she was the yellow pony from earlier. “Just tell me what appeals to you. Earth ponies? Pegasi?” her magic flashed and she shifted from form to form. “Perhaps a princess?” she said, and then Princess Celestia stood before Fizzy. “This one is quite popular.”

“None of that,” said Fizzy.

“Oh, you have more exotic tastes?” Now a sleek blue dragon posed before Fizzy, which certainly caught her attention. But Fizzy had fucked a dragon once before, and nearly singed off her mane for her trouble.

“No,” Fizzy said. “I mean, no transformations.”

The dragon stared at her with a confused look, then shifted back into her normal form. Chrysalis stared at her through narrowed eyes. “Tempest Shadow, I am offering to be any pony—or creature—you lust after. I can make your dreams come true, bring you to ecstasy coupling with the subject of your secret fantasies, the being you know you will never have a chance to be with. Do you understand?”

Fizzy pointed at Chrysalis with one hoof, then at her own cock.

Chrysalis stared a moment later, then huffed in irritation. “You're a strange one. Just what do you think you're proving?” she asked. She drew closer to Fizzy's cock, opening her mouth and letting her slender, green tongue slide out. It was a startlingly long appendage. For a moment she paused, her breath spilling past the flared head, tongue in a long S-curve parallel to the shaft, almost touching.

Then with a sudden motion her tongue wrapped around Fizzy's cock, corkscrewing slickly around it. It squeezed and loosened around her, wriggling against her stiffness, and the thrills of its touch made Fizzy's cock pound in the tongue's grasp. Chrysalis flipped the direction her tongue tip went, and her whole tongue swiftly followed, reversing the direction of the corkscrew and sending a sweet shiver of delight through Fizzy's groin. Chrysalis' lips hovered fractionally, tormentingly, away from contact with the head of Fizzy's cock, and her breath cooled the bubbles of pre that her tongue's motions squeezed out. Fizzy looked down avidly at the changeling's sharp white teeth.

She'd never had a creature able to do something like this, and the pleasure simmered through her veins. “That's what I'm talking about,” she breathed.

The tongue writhed across her flesh. Involuntary shudders passed through her hips. She was already well-primed from her earlier self-pleasuring, and the changeling's skill was bringing her rapidly toward the point of no return. She shoved her hips up, bumping her cock against Chrysalis' lips. With one hoof she grabbed onto the changeling's twisted horn, and she lay the other along her jaw, urging her forward.

“Suck on it,” she breathed.

Chrysalis glared up at her, but opened wide and took Fizzy's cock into her maw. The alien throat closed around Fizzy's shaft, the long tongue sliding wetly as it unwrapped from her and stretched past the root of her cock to encircle her balls. Fizzy grunted as a storm of sensations crashed through her thighs.

Chrysalis sucked at her, pale teeth gliding against tender flesh. The feel of the fangs along Fizzy's cock sent exotic thrills of danger shivering through her body, compounding her excitement. Saliva dripped down the base of her shaft, soaking her flesh. The tongue wrapped around her balls shifted and gave little squeezes, making her pant. Electric jolts of pleasure arced through her cock. She felt tremendously hard, and the tension of her need was almost beyond endurance.

Chrysalis's long tongue wormed further between Fizzy's thighs, reaching far enough for the tip of it to flick at the soaking lips of her pussy.

Fizzy yelped. The fresh burst of sensation from her neglected pussy shuddered through her, cascading through her tormented nerves and building into an unstoppable rush of pleasure. She felt her balls tensing within the coils of changeling tongue, the thunderous tension within her at a breaking point. She grabbed the back of Chrysalis's head and roughly shoved her face into her groin as she flexed her hips.

Chrysalis growled something, unable to voice a complaint around the thick shaft of Fizzy's cock filling her mouth, but Fizzy was beyond care. Even the warning nip of teeth only added spice to the precipice.

Ecstasy detonated in Fizzy. Sperm raced up her shaft and erupted into Chrysalis's throat. Her body trembled and for a moment she was blinded by the explosion of pleasure centered on her cock. It shuddered and jetted forth the thick blasts of cum without restraint. Her release swept through her body in hot waves of sensation, and she instinctively tried to drive her cock even deeper, mashing the changeling's muzzle up against her belly. Dazedly, she brought one hoof around to gently rest along Chrysalis's throat. It rose and fell under her touch as the changeling swallowed down each powerful spurt of Fizzy's cream.

She drew her hoof forward a little and discovered the thick bulge of her flare lodged in the changeling's throat. She could feel it throb as it spewed, both in her groin and in her hoof, transmitted through the flesh of Chrysalis's neck. She quivered, sizzling with the erotic sensation. Every pulse of sperm that spewed from her sent a lightning flash of ecstasy jolting through her.

Though her senses were drenched in pleasure, a distant part of her worried how long Chrysalis could continue to deep-throat her cock. She shifted her hooves to the changeling's muzzle and pushed it back. The changeling's tongue pulled at her balls, slithering against them as it withdrew. The slick flesh inside her mouth slid tightly against Fizzy's cock, and Fizzy gasped as it shuddered and sprayed out a long rope of cum.

Fizzy glanced down to discover Chrysalis looking somewhat the worse for wear, a pearly string of cum dribbling from one nostril. She pumped her head on the shaft weakly, milking out more pulses of Fizzy's seed.

The whirlwind of pleasure was giving way to calmer breezes, a warm feeling of satisfaction settling into Fizzy's cock and displacing the desperate urgency to shoot her cream. Fizzy panted and enjoyed the last little shivers of cum spilling free into Chrysalis's mouth.

But Fizzy knew this calm was only the eye of the storm. The slide of changeling tongue across her pussy had put an end to any hope that tending her cock alone would settle her arousal.

She pulled free of Chrysalis's mouth. The changeling coughed and tried to catch her breath, flecks of cum spattering across her black lips. She was completely caught by surprise as Fizzy grabbed her by the shoulder and rolled her onto her back.

“What are you doing?” she snarled. Fizzy ignored her and moved forward, settling her haunches over the changeling's face. She lowered her rump until she could feel the changeling's breath teasing across the wet lips of her pussy.

“I think you can tell, I still have plenty of lust to feed you,” Fizzy said. “Show me what that tongue can do.” She flexed her hips, rubbing her pussy against the creature's muzzle. Warm tendrils of delight teased at her flesh with the contact.

For a moment she could feel the changeling's lips, pressed against her own, lewder set of lips. Her arousal painted them with her wetness. Then she felt them part, and the marvelously long tongue slid up into her, exploring her eager passageway.

Pleasure shivered through her. Though her cock had spent itself without restraint, her mare parts had enjoyed no such release, and now they were hungering for attention.

But nearly as interesting as the coils and ripples of tongue inside her, was the sight that greeted her as she looked down at Chrysalis's belly underneath her. Between the changeling's thighs a hefty stalk of flesh lay, it's form defined by the thick cords of muscle just beneath the skin, faintly pulsing. It was settled across the green bands that wrapped around the changeling's belly, themselves a strangeness, hard as calloused hide yet translucent enough to vaguely hint at the soft curves and twists of internal organs. Fizzy was fairly sure the shaft hadn't been there before. She traced it down to it's root and saw it emerged from a slit spread wide by its mass where the changeling's belly met her thighs. At the opposite end, it tapered to a point trisected by a long Y-shaped slit.

“You're like me?” Fizzy said in surprise. “You have a cock?”

The tongue slid from her pussy. “It's my ovipositor,” came the muffled voice from between her thighs. “I could have a cock if you liked, but you wanted me not to transform for some perverse reason.”

“Yeah, this way is more exciting,” Fizzy said. “Your ovipositor got hard while you were slurping down my cum.”

“I promise your pussy would be utterly addicted to it within a single minute.”

“Right now my pussy wants to feel that tongue instead.” She rubbed her wetness against Chrysalis's muzzle insistently.

With a sudden motion, Chrysalis clamped her lips around Fizzy's pussy, sucking and slurping, her tongue slithering across the flesh tormentingly before probing inside. Fizzy jolted at the sensation, as the tongue caressed and then lashed inside her, drawing forth the sweet sparks of delight.

Fizzy was fascinated by the ovipositor pulsing slowly between the changeling's hind legs in front of her. She took hold of the stiff shaft with one hoof, drawing it up toward her face and pumping at it lightly. It quivered at her touch.

Chrysalis drew back slightly and snapped “Hooves off!” in spite of her tongue still resting inside Fizzy (it sounded more like “Hoothhss othh!”). But Fizzy ignored her, pressing her rump down further to force the back of the changeling's head against the turf and trap her in a prison of thighs and pussy. The tongue twisted inside her and she felt the creature's breath sweeping past her anus and the base of her tail. An angry snarl was translated into a pleasant rumble that vibrated through her crotch.

Fizzy kept sliding her hoof along the ovipositor, feeling its muscles bunch up under her touch as it grew harder. Chrysalis whipped one hind hoof forward in a savage kick, but Fizzy ducked her head to one side easily. Laying on her back,Chrysalis was ill-positioned to resist Fizzy's touch.

The pseudo-cock strained against Fizzy's hoof, and she saw the Y-shaped slit tremble. A greenish ooze slipped from it, running down the shaft. It slickened the progress of her hoof as she stroked.

Chrysalis shoved her muzzle against Fizzy's pussy. Her tongue pressed against Fizzy's walls with sudden force, and Fizzy felt her muffled voice as she gave a frustrated scream between Fizzy's thighs. The tripartite slit of the ovipositor trembled, and more of the changeling's strange pre seeped from it. Fizzy could smell a faint musky honey scent to it. As if a switch had flipped, Chrysalis stopped tensing her hind legs to kick at Fizzy and let them sag apart, exposing her ovipositor. Her hips thrust up into Fizzy's grip, and the ovipositor gave a strong throb.

“Seems you like me stroking it after all,” Fizzy drawled.

Chrysalis responded with her tongue, whipping it through the steady drizzle of pussy juice that soaked Fizzy's walls. Fizzy shuddered as bursts of pleasure shot through her. The tongue invaded her pussy, sweeping against her flesh in a constant writhing motion that denied her body a moment of respite. It teased and tormented her deliciously, and reached its way far up inside her beyond where any cock had ventured. Involuntary spasms twitched through her pussy as her muscles clutched helplessly at the tongue. She couldn't help herself as she tried to press her crotch tighter to the changeling's face. She felt the warm wetness of her juices spattering her thighs and soaking Chrysalis's face. Trickles spilled down her rump and dripped to stain Chrysalis's mane spread across the ground.

In between the rushes of pleasure between her thighs, Fizzy tended to the ovipositor, rubbing her hoof up and down the throbbing shaft and keeping it slick with the constant drizzle of juices that seeped from the end. She brought her muzzle down to it and sniffed at the strange, musky odor. Tentatively she gave it a lick, the wetness coating her tongue with a spicy, honey flavor that simultaneously tasted of sex.

She toyed with it, sliding her tongue around the tip and stroking the long slits, scooping up the changeling pre as it seeped forth. The flesh suddenly quivered beneath her tongue, and she felt the slit gape under her touch, a rich dollop of honeyed pre spilling out.

She drew back and saw the Y-shaped slits trembling and gaping. To her surprise, the tip of the ovipositor suddenly opened up, parting at the slits and blooming like a fleshy, three-petaled flower. Chrysalis moaned into her pussy and bucked up her hips, clearly assaulted by a strong burst of arousal. Fizzy could see down the center of the ovipositor, a rich green tube, brimming with pre, the walls pulsing slowly.

She kept stroking at it, bringing her hoof all the way up to the petal like flesh which pressed back eagerly against the touch of her hoof. The shaft gave a heavy twitch, the interior muscles squeezing down the walls of the tube and sending a gout of the pale green pre shooting forth to spray against Fizzy's face.

She licked it from her muzzle, eyes wide as she stroked on undeterred. She took delight in seeing what her touch was doing to this strange new organ. She could feel her own cock had become stiff as well, swaying under her belly and ready for another round.

But Chrysalis was still favoring her pussy with much appreciated attention. Fizzy felt her own body shiver in delight at the changeling's ministrations, as the tongue swept and coiled along her walls. She gave an involuntary gasp as she felt Chrysalis change up her technique. The long tongue drew back and then shot once more inside, this time striking at an angle that bounced from side to side. It traced a path that ricocheted from sensitive wall to sensitive wall, at seemingly random directions. The deeper it worked into her, the more it forced her passage to spread wide.

Fizzy groaned, an intense burst of pleasure jolting through her pussy. The feeling was bizarre, a constantly shifting thickness deep inside her while at the same time the entrance of her canal was barely parted, the lips of her pussy slickly pressed around the tongue. She felt herself begin to shake, the new sensations blindsiding her and sending her body surging toward her peak. The tongue squirmed and battered at her quivering walls, reshaping the depths of her pussy to it's own whims while her own wetness was spattered about inside her by the relentless onslaught.

Nevertheless, though the sweet sensations in her pussy were powerful enough to disrupt her thoughts, she kept her hoof stroking on the ovipositor. Somehow she felt she was in a race to make Chrysalis cum before her, and though her body was at the limits of endurance she forced herself to focus on the twitching, throbbing ovipositor. Unhelpfully, she gazed at the trembling tip splayed wide and wondered how good it would feel in her pussy, trying to spread it's petals against her slick walls. A hot wave of need pounded through her crotch, and she nearly lost all control that moment. But somehow, though her pulse was pounding and a feverish sheen of sweat gathered on her brow, she held her orgasm back.

Chrysalis too was at the brink, her hips giving little thrusts as her ovipositor jerked in Fizzy's grip. The strong muscles of her haunches tensed, and she stretched one hind leg out, hoof curling as she strained toward her own ecstasy. The flow of her pre spilled across her belly, and Fizzy felt her muffled voice as she whined and yelped into Fizzy's pussy.

Fizzy was shaking, her pussy convulsing against Chrysalis's lips as the surges of pleasure swept through her loins and threatened to carry her away when the ovipositor kicked free of her hoof and a long squirt of pre came shooting out. She stared through the haze of lust clouding her senses and saw it jerking against Chrysalis's belly, two thick oval lumps distending the base of the shaft. They worked their way up through it with each heavy throb of the ovipositor, sometimes sliding their own length or more, and sometimes barely moving. By the time they reached halfway, a third lump had appeared at the base.

The ovipositor jerked up into the air with each powerful throb, slapping back down on Chrysalis's belly as the spasm passed. Fizzy watched wide-eyed as the first two lumps reached the end of the ovipositor and spilled out, leathery shelled dark green eggs each the size of a mouse and thickly covered in the slime of Chrysalis's pre.

The sight was too much for Fizzy. Her own pleasure shot through her pussy like a storm, lightning detonations of ecstasy shaking her as torrents of her juices squirted into Chrysalis's face. She cried out as she came, haunches shivering in delight while the surges of release swept through her. Her quivering pussy lips mashed against the changeling's face as she ground her hips down, nearly suffocating the creature as each thunderous spasm rolled through her.

At the same time, Chrysalis was writhing beneath Fizzy as her ovipositor expelled egg after egg, until nearly a dozen had rolled across her chest, bouncing to the turf. The green slime of her pre left a thick trail across her belly as it lubricated the way for each egg and spat forth with the strained pulses of the ovipositor. The changeling's thighs trembled and finally went slack as the last egg spilled free.

Fizzy paused a moment as the waves of delight receded into a warm satisfaction. She felt Chrysalis's tongue slide from inside her, and she raised her rump and staggered back, freeing the changeling to gulp down thick breaths of fresh air. She herself needed to catch her breath. Saliva and marecum streamed down the inside of her thighs, matting her coat.

Her cock was a stiff presence beneath her belly.

Chrysalis glared up at her, face soaked from muzzle to ears. “You bitch! You made me waste my eggs!”

“Oh? It sure seemed like you were enjoying squirting them out.”

“That's beside the point!”

“You can just make more, can't you?”

“It'll be another day before any are ready at the least,” Chrysalis snarled.

Fizzy snickered. “You had somepony you planned to lay them in? I hope you weren't getting ideas about me.”

“You would beg me for the opportunity if you had any idea of the pleasures a broodmare feels birthing a clutch of fertilized eggs once they've matured inside her.”

Fizzy raised an eyebrow, intrigued in spite of herself. Her cock gave an insistent throb. “Well now, I'll keep that in mind if I ever want to be a 'broodmare.' But I still need to try your cunt first.”

Chrysalis rolled to her hooves, standing up though her hind legs still gave unsteady tremors in the wake of her ovipositor's exertions. She stared at Fizzy. “You're still filled with lust,” she said in wonder.

“Getting full already? Sorry, but I've got plenty more to feed you. My cock is especially eager to pour a meal under your tail.”

Chrysalis raised her nose high and gave a contemptuous sniff. “Trust me, you'd rather I transform into a pony for that.”

Fizzy laughed. “I doubt it. All you're doing is enticing me more.” She stalked around Chrysalis, licking her lips in anticipation of the mysteries beneath the changeling's tail.

Chrysalis shrugged. “It's your nightmare, not mine.” She hiked her tail to one side.

Fizzy stared between the creature's thighs. At first she was disappointed to see a perfectly pony-esque vagina, black flesh faintly glistening with a sweat of arousal and pretty lips just parted enough to tantalize with a hint of green from the tender inner flesh. But then Chrysalis winked her pussy, the organ suddenly gaping open to reveal those tender walls were lined with rows of spindly appendages like crab legs. They twitched and flexed as if to grab onto any invader, clutching in serial so their motion rippled deeper into the changeling's cavern. Further in, the inner walls of Chrysalis's depths were not the smooth slickness of pony flesh, but knobbled cilia-laced walls dripping with lubricious slime.

“Whoa,” said Fizzy.

“I could give your cock another ride, but I think you understand now why you'll want me to take a pony form—eep!”

Chrysalis yelped as Fizzy put her hoof up to the changeling's pussy and pulled the glistening lips open to get a better view. “What is this?” she asked.

“My clawtoris,” Chrysalis said. The rows of appendages clutched again, rippling smoothly into the pussy's depths. “It can milk a captured stallion's cock for every drop of semen. Or help draw the eggs out of an ovipositor. Not that I would consent to carry another queen's eggs.”

Fizzy eyed it as it gave another clutching ripple. “Is it sensitive?”

“Very,” Chrysalis answered.

Fizzy dipped her nose between Chrysalis's thighs and gave a long lick, pressing her tongue between the lips and feeling the claw-like structures clamp down around it, firm but not crushingly so. The sweet honeyed taste of changeling arousal filled her mouth. In the course of her sexual exploits, Fizzy had licked and slurped at the sex organs of so many different creatures. Some tasted chokingly strong and some were as light and pure as a flower, some salty and some mild, and some meaty and raw. But always she could somehow sense the flavor of arousal, however it differed from beast to beast; and Chrysalis was drenched with it.

“What do you think you're doing?” Chrysalis said, almost squeaking the words.

Fizzy drew back, a hungry grin on her face. “I've got to try some of that milking,” she said. She dropped acrobatically and kicked Chrysalis's hind legs out from under her. Chrysalis yelped in surprise, flopping down to the ground, and in an instant Fizzy was on top of her, wrapping her hind legs around the changeling's longer ones. Her cock poked stiffly at Chrysalis's pussy lips, smearing her own wetness against the enticing flesh.

“Settle down!” Chrysalis barked, but Fizzy was already flexing her hips and pressing into her. The soft flesh gave way and Fizzy slid in with a sigh, probing into the slick cavern. As it always did, a thrill went through her just from the knowledge that she was exploring something fresh and alien, her cock discovering a place never truly intended for it, but nevertheless hungering for its intrusion. The ribby spars of the clawtoris slid against her shaft, and then she felt them clutch at her They squeezed at her, rippling up her cock from base to tip as if trying to pull her further into Chrysalis's pussy.

Chrysalis gave a low moan, her body shuddering under Fizzy's weight. Fizzy drew back and thrust again, and the pussy gulped her shaft down hungrily. The sensations shot through her groin, and her cock pulsed and twitched eagerly. Before she could even register her actions, her hips were thrusting again and again, driven on by the addictive sensations in her cock.

She could not get over how the changeling's pussy devoured her shaft. “Your pussy really loves pony cock,” she breathed. Her flare pressed deep, and she could feel the cilia lining Chrysalis's walls delicately curling and grasping at it, the sensation making her quiver.

“Shut up,” Chrysalis gasped. Her body trembled underneath Fizzy.

Fizzy was shocked by just how intensely she herself was responding. She had expected the clutching legs of the changeling's pussy to be eerie and unsettling, but instead her cock was as hard as she'd ever felt it, fireworks of pleasure going off in it with every stroke. She shut her eyes and pressed her muzzle into the changeling's back, transported away in a realm of pure erotic sensations.

The sounds of her cock plunging into that sopping wet hole tickled at her ears. She could feel lacy spatterings of juices hitting her balls as she pumped away. Any effort she made to try to control the pace of her thrusts crumbled within moments. The surges of pleasure stormed through her body powerfully and demandingly, and the meat of her cock was swollen and heavy with wild need.

The sensations swept through her mercilessly, eroding her very capacity for coherent thought. Raw lust became her world, intoxicating her with the sweet rapture of Chrysalis's bizarre pussy. The changeling groaned and huffed underneath her, caught up in her own pleasure at Fizzy's powerful need, shoving her rump back into Fizzy's thrusts hungrily. Fizzy fucked her roughly, more animal than pony, incapable of sparing a thought for her partner as the bursts of pleasure rocketed through her thighs. Sweat coated her belly, making Chrysalis's haunches slick as she pressed against her.

Fizzy's entire being was focused on her cock and the upwelling pressure of her climax building between her thighs. There was no sense of time or the world around her. Had another cragadile chosen to attack she would have been helpless. Only the overwhelming rush of sensation of the clawtoris squeezing at her and the wet cilia of Chrysalis's walls writhing against her cockflesh existed for Fizzy. Each plunge into the sopping wet hole was a journey in sensations, each return stroke a storm of exquisite detonations. The clawtoris clenched at her with increasing desperation, until a sudden unexpected flood of wetness flowed around her shaft as the changeling screamed out in pleasure.

Fizzy was beyond understanding or caring that Chrysalis was cumming. Her whole existence was wrapped up in the moment of her own ecstasy as it now crashed around her. In the sweet alien prison of changeling flesh, her cock jerked powerfully, and the tension of her need gave over to the eruption of her release.

The waves of pleasure overtook her, cresting and swamping her in pure joy as she felt her semen rushing through her cock. It burst from her in an explosive spurt, the hot cream blasting into Chrysalis's depths and causing the changeling to gasp. More poured from her in torrential jets, drenching the pussy walls with her unicorn seed. She shook as orgasm racked her body, the explosions of release shattering her with deliciously strong pulses.

The wild joy of loosing her sperm inside another species swept through her. This was the thrill she lived for, the perverse pleasure she craved, ever since the Gubber's diamond dog had bred her in futility, making her the receptacle of its alien sperm. Again and again she spewed her cum as ecstasy stormed through her body, her balls producing what felt like gallons of thick, potent semen, all going to waste in this exotic creature's pussy. Her hips drunkenly pressed against the changeling's rump while her tail flagged high, twitching with every satisfying spurt of cream. The clawtoris rippled along her shaft all the while, still coaxing more of her cum out even when at last her peak passed and the flow of her seed stalled.

She panted, fuzzily growing aware once again of the world around her. A warm feeling of satisfaction enveloped her cock, still resting thickly inside the changeling pussy. The clawtoris held it gently, periodically giving little squeezes of affection.

Chrysalis heaved suddenly underneath her, rolling her onto her back. The changeling twisted her body grotesquely, flipping herself around so that she faced Fizzy, straddling her and still holding Fizzy's cock inside herself. Her eyes were unfocused, and a strand of drool spilled from her lips. She burped slightly, and then seemed to come back to herself, bringing one hoof to her mouth in slight embarrassment.

“Did you have a nice meal?” Fizzy asked.

Chrysalis stared down at her. She took a long, unsteady breath. “Not bad,” she said. “I could go for seconds, of course, but you probably—”

“Oh good,” said Fizzy. She rested her front hooves on Chrysalis' hips. “Me too.”