Fillydelphia Freedom

by Pinkamena666

Rating: mature
Tags: Sex, Profanity, Derpy Hooves, Slice of Life, Alternate Universe, Blossomforth, Anthro, Changelings, Original Character, Porn, My Little Pony: Friendship is Magic, Comedy, Other
Length: 15168

My name's Blossomforth and I have my eyes on this super cute mare with the cutest butt. My friend, Kris, thinks I'm being too forward with her. When her secret is revealed, the real fun will begin and all sexual fantasies will be unleashed!

Equestria Expanded Universe #10
Fillydelphia #1

2015 A.W.

Hi, there! My name's Blossomforth and I have my eyes on this super cute mare with the cutest butt and bubbly personality. My friend, Kris, thinks I'm being too forward with her. But, when her secret is revealed, the real fun will begin and all sexual fantasies will be unleashed!

Published 2020-05-10 03:30:01 UTC
Last updated 2021-04-10 03:04:48 UTC

The Mare With The Cute Butt

I awoke with a yawn to the sound of birds chirping and cars passing by on the street below. I lived on the 6th floor of the Sunrise Hotel so the cars weren’t too loud. Not that I’d mind as I was a heavy sleeper. I’d sleep all day if I could, but then I wouldn’t be able to exercise. Which was super as the gym is the only place I know of that that mare also frequents. The mare with the cute butt.

Yes, I’m into mares and a little perverted, I admit. If that’s not your thing then you won’t like my story and you should leave now.

If you’re reading this, then you’re super okay with some mare-on-mare action and also a little perverted yourself. Or, you’re just curious, which I also totally respect. But, now, back to the mare.

She’s this gray hottie with tits a little smaller than mine and a firm-looking ass. I say firm-looking as I would have no way of knowing until I was up close and personal with it. Do I seem sure of myself? Sure... But, I like to call that confidence. Others may call it overconfidence.

Thinking about her was getting me all hot again, as thinking about her usually does. Time to play with myself. Luckily, I sleep naked. Throwing the covers off, I licked the fingers on my left hand and lowered them to my crotch. Without hesitation, I shoved them in and gripped my left boob with my right hand. Fuck, I love my E-cups! Now, I know what you're thinking. Oh, boy! A sex scene to masturbate to! Sorry to disappoint but there's more important things to talk about right now than my multi-orgasm fingerbang. Like, how today I planned on stalking that plot device.

After my final orgasm, I left my bedroom to take a shower. Nothing too lewd happened, though I did play with my breasts a little. I can't help it. Those dangling chesticles are just too much fun. Does it sound like I'm more of a boob girl? Is it weird that I've only mentioned that the mare I have my eyes on has a cute butt? I've also checked her boobs out. Just, when she bends over, her ass looks amazing in that tight spandex.

After the shower, I got dressed. My go-to outfit were my workout clothes. A nice, purple top with green over my lovely tits. Matched my hair color and also showed off my belly. For pants, I wore my own tight spandex to accentuate my own amazing ass. I swear to the gods, if I could clone myself I would. God, that makes it sound like I think of myself as being the center of the universe. Far from it. I just think I look super fine.

Grabbing my gym bag, I left my apartment and headed to the elevator, riding it all the way to the bottom floor. As I exited, I saw another fine mare, whom I was proud to call my friend, heading towards the front doors.

“Chrysanthemum!” I yelled, running towards her. “Hey, Kris!” She was a dark purple earth pony with forest green hair down to her shoulders. She was currently wearing a red tube top, that hugged her wonderful D-cups, and black shorts with sport shoes. Even though her name begins with a C, she still prefers Kris with a K. Not sure why, but I bet it has something to do with her edgy I-don't-care-attitude.

She looked over at me and stopped walking. "Hey, Blossom," she said in her sexy, emotionless voice. Most see her as boring, but I can pick up on the subtle hints of emotions in her voice. Maybe, it was because I've known her a while. "Plan on staring at that mare again? Or, are you gonna actually work out?"

"Pbff," I scoffed, walking up beside her as we began walking together. "I can do both."

"Really?" Kris asked as we left the hotel. "Because, you say that every time. And, then I look over... and, you're drooling."

She got me. "Whaaaaaat?" I asked, jokingly playing stupid. "What you mean?"

"I may be the last mare to take dating advice from," Kris started, going in a direction that I could already tell I wasn't gonna like. "but, maybe you should ask her out?"

"I can't do just one," I explained. "You know that. I like variety. Did you really forget our first time together? Or our second? Third? Fourth, even?"

Kris eyed me, with a look that told me to shut up. So, I did. "You can't honestly be content with fooling around. Don't you want someone special?"

I just stared at her. Sure, that'd be nice. But, once I settle down then that's it! No more gawking at tits and ass. Unless my special mare is into sharing. One can only hope. That one being me. And I hope a lot. "Maybe, I can... give her a chance... Maybe, ask her over to hang with us..."

I saw Kris give me a light smile, which was the biggest she was capable, I guess. "That's the spirit, Blossom. Just don’t show her your porn.”

I gasped again. “On our first date?” I jokingly asked as we arrived at an intersection. “That’s, at leeaast a second date thing.”

“And, don’t start grabbing her,” Kris went on, as if I didn’t know to not suddenly grab a mare’s body without permission.

I let out a groan. “Yes, moooooom...” I said as we crossed the road. “I’m not a rapist. I’m just frisky and playful.”

“By frisky and playful,” my friend started. “you mean fingering and groping?”

I chuckled and bit my lip. “Hmmm... Talk dirty some more.”

My sexy little poison flower rolled her eyes again. “I’m serious. Keep it cool.”

“I’m being serious, too,” I said with a smile as I nudged my friend. “I love it when you talk dirty.” She shot me a wide-eyed look which told me she wanted to know that I got it. Which, I did. “Aaaaaaand... I won’t grab the mare,” I promised.

About a few minutes later, we arrived at the gym and we entered. I immediately pumped on the breaks and held out my hand to stop my friend. "Kris," I said in a loud whisper, before lightly patting her chest repeatedly. "Kris, look..." To answer your question... yes, I can feel her tits.

"He-Hey," Kris protested, before seeing the mare, too. "Oh. Remember--"

"Yeah, yeah," I muttered, walking over to the locker room to stash my bag. Grabbing a water, I left the room with Kris, who went off to do her own thing. My eyes, obviously, went to the mare with the butt. "Damn..."

I guess I should actually tell you what she looked like. Though, no combination of words would do her justice. She is a gray pegasus mare with a fit body like mine, only her butt was a bit bubbly and stretched her spandex shorts quite nicely. Her boobs also seemed to be a bit bigger than mine, too. She also had blonde hair that hung above her eyes and hung down past her neck in the back. Her most interesting feature was that her eyes were crossed. That didn't seem to hinder her as she was working out just fine. I should know, as I was staring at her. Right now, she was sitting on a mat, doing splits. Her back was to me so I had a nice shot of her butt. When I finally snapped back to reality, I looked to my right to see Kris standing there.

"Are you going to talk to her?" She asked me, sounding a little impatient. And, her arms were crossed, so I knew she meant business.

“Eventually...” I shrugged, before I walked over to a treadmill. After stepping onto it, I turned it on the slow speed and started walking.

As I worked out my amazing legs, I glanced over at the gray mare. Since she was wearing shorts today, I could see part of her hip and cutie mark. Looked like a bunch of dots. Bubbles, perhaps? Would explain her bubbly ass.

“This is getting sad,” Kris sighed as she watched me. “I’m gonna go say something to her.”

I went wide-eyed at that and quickly turned to face her, almost falling over on the treadmill. “N-Noooooooo, don’t... I’ll say something, I swear.”

“Are you sure?” Kris asked with a raised eyebrow and crossed arms.

I nodded with a wide smile. “Absolutely!”

“Good,” The dark purple mare said, before she looked past me. “Because, she’s leaving.”

I went wide-eyed again and looked over to where the gray mare was doing splits. She had her mat rolled up and was making her way to the front door.

“She didn’t shower,” I pointed out with a smile. “Meaning, She showers at home. If I invite her over, she’ll shower at my place...”

“Blossom, that’s...” my friend started to say before I took off. “We talked about this!” She called after me, before I left the building. I completely forgot my gym bag but Kris is a dear. She'll grab it for me.

For the next few minutes, maybe an hour, I casually and inconspicuously followed bubble butt by hiding in bushes and whistling while keeping a distance of no more then three feet. I have no idea how she noticed me, but she did. Took her long enough. We were just passing the park when she whipped around to face me. I froze mid-whistle, staring at her. She didn't look angry, but rather irritated.

"What are you doing?" She asked in an airy voice, eyes narrowed slightly.

"Uh..." I said, not sure how to approach this. So, I decided to be blatantly honest. "Following you."

The gray mare sighed heavily. "So, you stare at me for days at the gym and then follow me around the city?"

I clasped my hands together and took a deep breath. "Would you like to hang out?" I asked suddenly.

This must have caught her off guard as she went a little wide-eyed. Could've also been nervousness. "Oh..." she said. "Well..."

"My friend and I could use another mare to hang out with," I explained with a smile. "We were gonna head back to my place to play games and watch TV. Join us?"

The gray mare eyed the ground in, what I'm assuming to be, thought. "I... Well... No one's asked me to hang out before..."

"Weeeeellll..." I cooed, sliding closer to her. "I'm asking."

Even though we were inches apart, the mare didn't seem to wanna pull away. I knew it. She wanted me, too. I even noticed a little blush on her and made her look super adorable. And, if she said yes, maybe I could talk her into showering together. We were both just working out after all. Her, a little more than me, but still.

"I-I suppose I could try..." the mare said softly.

"Great!" I exclaimed, taking a step back and holding out my hand. "Name's Blossomforth. But, my friend calls me Blossom." It was true. I only had one friend; Kris. Hopefully, this mare could be my friend, too. My sexy bubbly friend.

"Derpy..." the mare replied, holding her hand out and taking mine. Her skin was so soft and her grip was gentle. She definitely was a darling of a mare. And, the mare had a name now. A name I could call out during my fantasy fingerbang sessions. "Just let me go home and shower first."

I then went wide-eyed. "Wh-What?!" I exclaimed, startling Derpy. Before I could say anything else, Kris came running up to us.

"No," she said sternly. "Don't say anything stupid." She sure could sound serious and intimidating when she wanted. She then shot Derpy a smile. "Hello. Chrysanthemum. You can call me Kris."

Derpy gave a shy smile. "Derpy."

"Shall we see you later?" Kris asked. "We could always use someone else to hang out with."

The gray mare nodded, before looking at me. "So, I'll just... go home and shower, and... then we can hang..."

I was still open-mouthed from her saying yes and mentioning that she wanted to shower before hanging out. I then snapped out of it and chuckled nervously. "Uh, yeah," I said with a smile. At least she was still hanging out with us.

After I gave her my address, she gave us a smile and walked away. Damn, she looked so fine. That butt sway was to die for. I looked over at Kris with a light chuckle. "Thanks for the save."

Kris was smirking at me. "I figured you could use some help. Also..." She reached down and picked up my gym bag before shoving it into my arms. "You forgot this. Maybe next time you'll actually need it."

I stuck my tongue out at her before looking at Derpy, who was a ways away now. I could've sworn I saw her look back at me. "I guess we just... wait?"

My friend patted my shoulder and started making her way back to the hotel. "Come on, Blossom. Let's go kill some time." Grinning, I quickly caught up to her and gave her butt a smack. She let out a startled gasp and looked at me with wide eyes. I just shrugged and giggled.

"Not in public," she growled through her teeth, walking faster.

I Just Need to Perv Out a Little

I plopped down on my couch in front of the TV. Kris sat beside me and glanced over at me. “What?” I asked with a shrug.

“You finally made another friend,” she said with a light smile. “Good job.”

I knew I should’ve been excited but, for some reason, I felt nervous. What if I offended her, or perved out too much? I didn’t wanna lose Bubble Butt. “I-I need to let off some steam,” I blurted out before I turned to Kris and grabbed her boobs.

“H-Hey!” Kris stammered with a blush. “What are you...”

“I just need to perv out a little,” I explained, before I sat in her lap and pulled her tube top over her tits. “Ah, there’s my sweet melons,” I cooed as I grabbed the mounds and stuck my face between them.

“Oh, dammit,” I heard Kris mutter. I knew she liked it but was afraid to admit that she did. Also, public affection makes her super embarrassed. It’s so cute how she tries to act so tough.

“It’s really warm in here, Kris,” I teased. “Are you getting hot?”

"D-Don't tease," she said softly, probably with a huge blush. I couldn't tell... since my face was between her tits.

Grabbing her boobies, I went to suck on her left nipple. "Mmm... Your nipples are so good."

Kris shuddered and wrapped her arms around me. "You're such a tease..."

"A tease?" I asked, before kissing her cleavage. "Fine. You want the real fun?" I then dropped to my knees in front of her and spread her legs.

"Damn, Blossom..." Kris gasped as I pulled her pants down to expose her pussy.

"Damn me?" I asked with a chuckle. "Damn, Kris. You aren't wearing panties?" I let out a giggle. "That's so fucking hot." I then dove in and began to eat her pussy.

As soon as I taste her deliciousness, I hear her moan out loudly. "Holy shit..."

It wasn't long into the eating of her pussy that there was a knock on the door. "Hello?" Came a familiar voice. "Blossom? Kris?"

"Derpy," I gasp, pulling my wet mouth from my friend's vagina. Standing up, I look at the door. "Shit."

Kris quickly stands up before leaning in close to lick the juices off my lips. "I'll be in the bathroom finishing up. I'll be out when I'm done." she then takes off into the bathroom to quickly finger herself to an orgasm.

I watch her leave before walking to the door. Fixing my clothes and clearing my throat, I open the door. Sure enough, there was Derpy. She was wearing a black double V knit tank top and shorts with sandals. The low neck line showed off a good deal of her cleavage... and, yes, I was staring. I think she knew, because she blushed a little.

"Hey," she said with a smile and a light wave.

I smiled back and stepped aside. "Come on in."

The gray mare entered our apartment and looked around. "Cozy," she commented, as I closed the door.

"Yeah, it's nice and homey," I said, before heading to the couch. "Care for a seat?" I asked, patting the cushion as I plopped down, myself.

She walked past me, heading to the window and looking out. "So, what did you want to do?" She asked. Pulling her gaze from the city, she noticed a notebook on my bedside table. "Just hang out?"

There was a muffled squeal from the bathroom, making both of us look over. I then looked at Derpy again and smiled, seeing that she had found my journal. "That notebook's got a bunch of stories I've written. Mostly about my friends. You're free to look inside, if you want. I'm not ashamed."

"Ashamed of what?" Derpy asked, picking up the notebook and opening it just as Kris left the bathroom. "Kris Floods The Bathroom?" She asks, reading the title of a story aloud.

Kris goes wide-eyed and rushes over to the gray mare. "Uh, yeah, no..." she says, snatching it away, making the pegasus jump. "Sorry, but, uh... No..."

"Blossom said I could..." Derpy said softly.

Kris hesitated before letting out a deep sigh. "Look, uh, Derpy... Let's just say a lot of these stories... aren't fiction. They're mostly... exaggerated retellings of true events." She then shot me a dirty look. "Events some wouldn't want others to know about."

I shrugged. "My life's an open book," I cooed. "Why can't yours be?"

Kris rolled her eyes and tossed the notebook onto the table. "You're impossible sometimes..."

"Yeah, but, you love that about me..." I teased, sticking my tongue out at her.

The pegasus eyed us both before asking, "Are you two... dating?"

I chuckled at that. "I've thought about it. But, we decided to remain as... close friends," I replied with a wink.

"Close friends?" Derpy asked for clarification.

"Veeerrryyy close..." I teased, winking again.

Both Kris and Derpy blushed and stayed silent, not one knowing what to say or do. I couldn't take the silence anymore and stood up. Walking over to Derpy, I threw an arm around her. "I'm sort of a huuuuuuuuuuuge pervert. I hope that's okay."

"Uuuuuuhh..." the pegasus mutters, her blush growing. "You're not going to... force me to have sex with you, are you?"

"Force?" I asked. "Ppbbbbfffffffff... I wouldn't have to force you... when that time comes." I gave her wink, making Kris facepalm. Derpy raised an eyebrow and just stared at me. I slowly remove my arm and clear my throat. "Um... Kidding?"

It took a moment, but Derpy suddenly smiled lightly. "You're fun. I like you. Just... don't assault me."

I chuckled and crossed my arms. "As long as I continue to take my frustrations out on Kris, I should be fine." Kris gave me a confused look while Derpy looked nervous. "Sexual frustrations."

"Ah, I should've guessed," Derpy sighed with a blush. "So, what, are you just horny all the time?"

"Ever seen those cartoons," I started to ask. "where there's one female character who likes to grab her friends' boobs and fondle them? The classic pervert?"

"Oh, so you're just... playfully perverted?" Derpy asked with a nod. "That's good... I think..."

I chuckled and elbow-bumped her. "Don't worry. I won't treat you like Kris unless you ask me to. Or say it's okay."

"Could you, maybe, not use my name when talking about that?" My buddy asked, rubbing the back of her neck. "I don't want my name being associated with... perverted playfulness."

I looked back and forth between them before smiling widely. "Imagine... One day, we are all so close with each other... that whenever we hang out in this apartment, or some other private place, we do so in the nude. No clothes. Just three friends hanging out naked. Letting everything out on display--"

I'm stopped by a hard smack to the back of the head. "Knock it off," Kris sighed. "You're being weird again."

"Wow, she's really perverted-- Hey, wait!" Derpy said, realizing something. "Earlier, when you seemed angry that I was going home to take a shower... Were you hoping I'd shower with you?"

I just stared at her. Shit, she figured it out. What was I to do? I had to make up a lie, right? I was bouncing back and forth between You betcha and Of course not as a response. You betcha? Of course not? You betcha? Of course not? You betcha? Of course not? "You of betcha not!"

"What?" Derpy asked, rightfully confused.

I cleared my throat. "You betcha."

Kris smiled at that. "She may be a total perv... but, at least she's honest."

I bit my lip as I stared at Derpy. "Um... Needless to say, I find you attractive. Just as I find Kris attractive. So, in my perverted mind, I've already come up with numerous scenarios involving you. I will not, however, act upon any of them. So long as you don't want me to, of course."

The gray mare smiled a little more. "You definitely are an interesting one... I like that. I think this it gonna be fun."

I smiled back at her. "Shall we get to hanging out now? Perhaps, tomorrow, we all head to the gym together as gym buddies?"

"Of course," Derpy said with a nod. "You two live closer, so I'll come over here first."

"Sounds like a plan," Kris said, shooting me a wink.

"And, who knows?" Derpy said as she headed towards the couch. "Treat me nice enough, and I may give you that shower you wanted."

I went wide-eyed and stared at her, as did Kris. "Uh... What?"

The gray mare giggled and dropped onto the couch with a cute grunt. "Just a shower. No sticking your fingers where they don't belong. Just two friends showering together."

I gave a chuckle and began making my way towards the couch, too. "Well, at least I'll get to see you naked," I said, dropping on the couch beside her.

"Perverted and blunt," Derpy commented.

"It's part of my charm," I cooed, before looking at Kris. "Come on. Let's show her one of our favorite movies."

Kris went wide-eyed. "I thought that one was for our special alone time together?!"

I stared at her before I burst out laughing. "Not that one, silly. The action-comedy."

Kris' whole face went red. "Oh. Right, that one..." She then walked over to sit beside me. "Yeah, that one's fun..."

I grinned at her before grabbing the TV remote. "Maybe one day, all three of us can watch that one during our alone time together..." Derpy eyed me, as I saw out of the corner of my eye. She didn't say or do anything. She quickly looked ahead again at the TV as I found the movie I mentioned. "Time for some fun," I say, hitting play.

Show Me You Want It

The three of us entered the gym for our daily workout, finding the place rather empty today. Heading into the changing rooms, I stared at Derpy, who had gripped the bottom of her shirt. She stopped when she saw me watching.

“Sorry,” she said with a smile, pulling her top off to reveal her sports bra underneath. “Maybe after.”

I watched her give me a wink as she passed me, heading out into the main area. “Damn...” I muttered, watching her butt sway.

“I think that’s progress,” Kris said with a smile as she pulled her top off, revealing her breasts.

I looked over at her, my eyes falling on her tits, of course. “Yeah, I think it’s going rather well.”

I saw that Kris noticed where I was looking, but she kept undressing. “Who know?" She asked me. "Maybe you'll get lucky tonight..."

I chuckled and started to undress, too. "Don't tease me. You know I want dat ass."

Kris smirked and nodded, pulling her own black crop top on and sweat pants. "I know you want dat ass. But, don't push it."

I slipped into my own pink and green top and black shorts. "Well, if all else fails..." I then gave her ass a hard smack. "I still have you."

Kris' face went red as she quickly looked around, probably making sure no one saw. She then smiled lightly and eyed me. "True. And, you'll always have me..."

"Aww..." I cooed teasingly, before leaning in and kissing her on the lips. Smiling, I kept the kiss going and started adding tongue. As soon as I felt her get into it and slip her tongue in my mouth, I stopped and stood up. "We shouldn't keep Derpy waiting." I gathered my clothes and stuffed them in my locker.

"Ohhhh..." Kris sighed, standing up and snatching her own clothes. "You fucking tease."

I giggled and closed my locker, giving her a wave as I picked my water bottle. I then made my way towards the main room. "Tongue still tastes great!" I called back to her. When I stepped out into the large room, I spotted Derpy over by a treadmill and a lat pull-down machine. I walked over to her with a smile. "Can't decide?" I asked.

She eyed me before going to the pull-down, taking a seat on it. "I couldn't, but... I think I'll start with this."

I nodded and set my water bottle down beside the treadmill before stepping onto it. "And I... shall start with this."

The gray mare watched me turn the machine on before she reached up to grab the bar. After I set the treadmill to a slow run, I started moving. Looking over, I watched Derpy pull the long bar down to the base of her neck and then back up again.

"That the best you can do?" She asked suddenly, watching me jog. "I thought you wanted to shower with me."

"I do," I told her. Honest, I did.

"Then, sweat more," she said with a wink. "Earn that shower. How much do you want it?" Damn, she sure was kinkier then I’d expect.

"Oh, I want it a lot," I said, turning the speed up a notch as I jogged a little faster.

Derpy shrugged and looked unimpressed. “Doesn’t seem like you want it that badly...”

It was time to show her I meant business, so I cranked it up a couple notches, causing me to have to pick up the speed. I was full-on running at this point and building up a nice sweat. I look over to see Derpy with a smile on her face, looking like she was enjoying my efforts.

“Not bad,” the pegasus called to me. “You’re starting to shine in the light.”

She was also glistening rather sexy as sweat dripped down her body while she worked out. I just couldn’t wait to take her in the shower and explore every single nook and cranny of her body. The view was enough to make me lose focus and I tripped. I hit the treadmill hard and was thrown backwards. I stared up at the ceiling in shock, not really registering what happened. Then, that angel appeared, leaning over me.

"You okay?" Derpy asked with a light chuckle, before holding out her hand.

I took it and stood up. "Yeah, I'm great," I said as I brushed myself off. "Just got tossed, is all."

The pegasus smiled and used her head to motion towards the machine she was using. "Try this one out." She made me sit down where she had been sitting before standing in front of me. My eyes started to move to her lovely tits. "Hey, up here," she said, pointing at her eyes. My own went up to hers before slowly moving lower again. "Hey, focus, Blossom," Derpy said as she leaned in and flicked my head.

For a moment, I was happy, as the cleavage neared my face. Then, I felt the flick. "Hey, I was... Uh..."

"I know what you were doing," Derpy said with a light giggle. "Just grab the bar and bring it under your chin. Twenty times, I think."

"Twenty?" I asked her, already out of breath from jogging and flying. "Really?"

Derpy nodded with a smirk. "Gimme twenty... and that shower's yours."

I stared into her eyes before letting out a chuckle of my own. "What, so, you're like my personal trainer?"

The pegasus shook her head. "Nope. Just someone who enjoys watching you struggle."

I pouted at her as I pulled the bar down to my chin. "Mean."

Derpy giggled and went over to the treadmill I was just on. I watched her hop on and turn it back on. She kept her eyes on me as she started to fast walk. "I see why you were enjoying the view. You don't look too bad, yourself."

I stuck my tongue out at her before I pulled the bar down for number two. I was about to look away from the hottie to focus on my own workout... but, then she started running and her tits started jiggling. Damn. I couldn't look away. I didn't want to, don't get me wrong... but, I wanted that shower. So, I kept my eyes on those bouncing fun bags while I went for number three. Then, four. Five. Six. Seven. The need to shower with her was enough to drive me and help me through the soreness. I pushed myself more then ever to impress her. Eight. Nine. Ten. Eleven. My arms started to feel tired, but I couldn't stop now. Not when those boobies were on the line. Twelve. Thirteen. Fourteen.. Fifteen.. My heart was racing like a bitch now, but... the boobs. And, that ass. So, I went for Sixteen... Seventeen... Eighteen.... Nineteen.... Just one more. Twenty! I raised the bar and let go before looking at how much weight was put on it. As I panted heavily, I saw that the sneaky pegasus had about 150lbs attacked to the bar.

"Oh, that piece of..." I began, before getting cut off by a chuckle. I look over to see Kris and Derpy watching me. "You..." I said, eyes on the gray mare.

"Oh, come on," Derpy chuckled, patting my head. "You did good. And built up quite the sweat. Let's go back to your place for that shower," she said, winking at me.

I smiled tiredly and nodded. "I'mma get that ass..." I cooed.

Derpy rolled her eyes before heading to the lockers to grab her stuff. Kris smiled at me before following Derpy. I took a moment to catch my breath before getting up and stretching. That workout destroyed me. It may not have been so bad if I hadn't been thrown from the treadmill first. I then went to the lockers to grab my stuff, too. Next up, that sexy-ass shower.

Watching Her Change

When we got back home, Kris plopped down on the couch as Derpy and I headed inside the bathroom. Once we were in, I closed the door and then turned to face her. She was already pulling her sports bra off, which made me stare. Seeing me staring, she stopped.

"You gonna... strip, too?" She asked, waiting.

"Oh!" I gasped, before quickly fumbling out of my top. I yanked it off and threw it aside, my tits in plain view. "Your turn."

Derpy smiled and pulled her top off the rest of the way, dropping it to the floor. I stared at her grey D-cups. She smirked and turned her back to me before pulling down her shorts, revealing her ass. "This is what you wanted to see, right?" She asked, making me sweat even more.

"Yeah, that's... part of it," I said, slipping out of my own pants. Once we were both fully naked, I walked over near the gray mare to turn on the shower. It heated up rather quickly before I stepped in. "Oh, it's nice. Come on in." I stepped back to give her room so she could enter.

When she was in, she slid the shower door closed and turned to me. "Mmm... That does feel nice," she said, running her hands through her hair. "You know, you have a pretty fit body yourself," she said with a smile.

I smiled back as my eyes wandered. "Thanks. I have to say, I love your muscular arms and legs. They aren't too big though you look like you could handle handle yourself in a fight."

The mare giggled softly, before holding her arm out. "Wanna feel?"

I exhaled sharply through my nose before I stepped up to her. My eyes going from hers down to her arm. I gently took it in my hands and felt it up and down. "Wow... Soft skin over tough muscle... Nice combination."

Derpy smiled a little more widely. "Want to feel something else that's pretty fit and sexy?" She asked. I simply raised an eyebrow. In response, she turned and bumped me with her butt. "Feel this. It's what you wanted, right?"

I blushed hard and swallowed the saliva in my mouth. "Uh... Y-Yeah..." I slowly reached out and grabbed both ass cheeks, squeezing them. "Oooo... They are pretty fit. You could probably crush a can with your thighs."

"I don't know about that," Derpy giggled, before turning to face me.

Then, without warning, she threw her arms around me and kissed me. Of course, I didn't stop her. Instead, I placed my hands on her hips and pushed my tongue in her mouth. The two of us moaned for a few more seconds before Derpy pulled away with a blush.

"I knew you loved me," she said, lightly biting her lip. "I kind of wished you had approached me earlier. Maybe we could have gotten together sooner."

"Well..." I replied with a nervous smile. "That sort of sounds like you wanna date me."

The pegasus tilted her head slightly. "Isn't that what you wanted?"

I felt my heart rate quicken as I let out a nervous chuckle. "Um... Well, you see, I... I like to have fun and let loose, so... I never really wanted to settle down with just one mare, you know? I need variety."

Derpy slowly let go of me, though she didn't seem hurt or sad. She just sot of seemed blank. "Oh..." Her eyes darted from me to the shower floor a couple times, clearly thinking hard about something.

"I hope this... doesn't hurt out friendship," I told her, my hands still on her hips. "I thought that... Well, you saw how I am with Kris... I figured you'd be okay with... Shit, I hope I didn't make you think that--"

"I-It's not you," the gray mare said stiffly. "I just have a lot to think about." She then quickly turned and opened the shower door, stepping out and heading for the door.

"W-Where are you going?" I asked, leaving after her. She seemed in a hurry about something as she left the bathroom without getting dressed. Or drying off. I caught up with her right before she could leave the apartment and gently grabbed her shoulder. "H-Hey, wait."

"I-I have to go, I..." the pegasus stammered.

I managed to take her by the hips again and spun her around to face me. "What's wrong? You can tell me."

"Nothing's wrong," Derpy said with a nervous smile. "I just... have a lot to think about."

"Really?" Asked, looking her over. "Then, why'd you hurry out of the bathroom completely naked? Were you planning on running home like this?"

Derpy blushed hard before looking down. "Oh..." She then noticed Kris watching them from the couch. "Ah... I didn't even realize..."

I moved my right hand up to her cheek. "What's going on?"

The gray mare sighed and eyed the floor. "You wouldn't believe me..."

I heard Kris gasp from the couch. "Uh... Blossom?" She asked.

I looked over at her to see her staring in shock at the TV. "What?" She motioned for me to come over. I sighed and gently took Derpy's hand. "Come on. Stay."

The pegasus blushed a little more but nodded. "Okay..." She muttered, before allowing me to lead her over to the couch.

When we arrived, Kris pointed at the TV. There was a news broadcast about some recent changeling attack in Ponytropolis and the newscaster was interviewing a mare who looked exactly like Derpy.

"Have you ever seen anything like this before?" The news mare asked.

"Gosh, no," the gray mare replied, who's name, according to the name on-screen, was also Derpy. "I've been here for years and this is the first time anything like this has happened."

Kris and I both looked at our Derpy, who seemed really afraid all of a sudden.

"You seem... nervous, Derpy," I said, staring at her. Her eyes went from me and Kris to the TV and then back to Kris and I. When she tried to run, I tightened my grip on her hand and pulled her into a hug. "Tell us the truth," I said, nuzzling her cheek. "Are you really... a changeling?" I heard the mare sigh in defeat before I felt her nod. "Can you... show us?" I asked, before breaking the hug to look her in the eyes with a smile.

Derpy rubbed her arm nervously before she was suddenly engulfed in green magic. When the magic cleared, she was her normal, changeling drone self. Her skin was all black, she had no mane, her ears were longer and more narrow, she had fangs, and her eyes were all one color; yellow. "So..." she said softly, still rubbing her arm. "You're not... mad?" Her voice was now a little raspy but still fragile-sounding.

"Mad?" I asked, before chuckling. "Are you kidding? You're everything I hoped for!" I yelled, pulling her into a hug again. "I have all the variety I want with a ch..." I stopped when I realized something. Pulling back, I looked her in the eyes. "In the shower... When I told you I couldn't settle on one. That I needed a variety... You wanted to tell me then, didn't you?"

The changeling named Derpy eyed my nervously. "Um... Like I said, I... had a lot to think about..."

"Oh, dear Derpy," I cooed, holding her cheeks. "Or whatever your real name is... I would love to be with you." The changeling smiled at me and reached around to grab my ass. "Oh, good. You're still kinky. Hey!" I said suddenly. "You could turn into Kris, couldn't you?"

Changeling Derpy eyed me and then looked at Kris. "Sure, but... why? Can't you just fuck her?"

I laughed and then moved to stand beside her, both of us looking at the dark purple mare. "Sure, but... then I could fuck two of her. Or watch her fuck herself."

"Why are we talking about me?" Kris asked with a blush. "Why not have her turn into you? Then, maybe you can go fuck yourself."

I chuckled and let out a deep sigh. "Or would you rather fuck two of me?"

The purple mare scoffed. "Nobody could handle two of you. Let alone one."

"But, you'd like to try, right?" I asked her with a wink. Kris just rolled her eyes and went back to the TV. I sighed and looked at the changeling. "So, what's your name?"

"Well, there's the name Chrysalis gave me, but... I rather liked Derpy..."

I smiled, rubbing her back. "Derpy is the name of the mare you copied. We need one more fitting you. A sexy, horny, kinky bug babe."

The changeling smirked and crossed her arms. "Um... Suggestions?"

I thought for a moment before chuckling. "Well, if you like being Derpy do much... Isn't her cutie mark a bunch of bubbles? How about Bubbles?"

"Bubbles, huh?" the former Derpy asked me with a smile.

Reaching out, I pulled her towel away. "Bubbles," I said, jiggling her tits. Reaching around, I grabbed her ass. "Bubbles. Though, slightly firmer bubbles."

The changeling chuckled and nuzzled my neck. "Bubbles, it is."

"Are you two gonna walk around naked all day?" Kris asked us with an irritated sigh.

"What, are you jealous?" I asked, shaking my ass in her direction. "You wanna join us?"

"Why don't you two go fuck and let me watch the TV?"

I frowned and stood up, taking Bubbles' hand. "Come on," I said, pulling her towards the bathroom.

"What are we doing?" She asked me with a blush.

I smiled at her. "We're gonna go fuck," I said with a wink. "Plus, I left the water running, so.."

"Oh, shit..." Bubbles gasped and quickly walked with me to the bathroom.

Once we were back inside the shower, I closed the door and turned to Bubbles, quickly pulling her into a kiss. She kissed me back as our tits pressed together for a yummy tit sandwich. I soon spun Bubbles around and pushed her up against the wall of the shower. Trailing kisses down her back to her butt, I gripped the firm changeling ass and dove into her crack. Letting out a moan, I licked her anus before sticking my tongue inside. Swirling it around inside the tight hole, I let out soft moans. Bubbles let out slightly louder ones.

"Oh, Blossom..." I heard her moan. "Would you like to... tongue Derpy's ass?"

I thought for a moment before smirking, pulling my tongue out. "Sure." When I went back to licking, I saw the flash of green before the black ass turned into a gray one. The tail attached above it was the golden tail of Derpy. I chuckled and squeezed the ass tightly. I pulled out of her hole before repeatedly licking up and down the crack. "Fuck, your tight ass is amazing..." I then went to bite the right cheek lovingly, making the changeling twitch and moan. I smiled and gently bit the left cheek a few times. "Shit, I love this ass..." I gave the butt a few kiss before trailing my tongue up her back. I saw her wings flutter out of arousal. Smiling, I kissed the back of her neck. "Now, turn and face me." Bubbles slowly turned around as asked. I then leaned in and kissed her. "Now, show me the real you again..."

A deep blush formed on the changeling’s cheeks before discarding her Derpy persona. I gently cupped her now-black breasts before leaning in and sucking on her now-green nipple. Moving my face between her tits, I let out a deep sigh.

“Now, it’s your turn,” I suddenly said as I stood against the wall beside her.

Bubbles smiled at me as she moved to kneel in front of my crotch. Looking up at me, she smiled shyly before leaning in. I then felt her lips on my folds while her tongue prodded my entrance. It was way more love-y than I was used to but I was enjoying it.

Unwanted Attention

When Bubbles and I left the bathroom, wearing towels this time, we saw Kris still watching TV.

"You two done?" She asked us, keeping her eyes on the TV. "The TV and the water couldn't drown out your screaming."

"Heh," I chuckled. "Oops?" I then patted Bubbles on the back. "So... we should probably find her a new disguise."

"Huh?" The changeling asked as she turned to face me. "Why? I like Derpy."

I smiled at her and rested my hands on her shoulders. "I know. Me, too. But, everyone saw Derpy on TV in Ponytropolis."

"That actually makes sense," Kris said from the couch, looking over at us. "Though, maybe that Derpy is the changeling. Not our Derpy."

"Wanna risk it?" I asked, looking at both mares. Neither one said anything. Kris knew I was right and it was clear that Bubbles really liked her form. Before I could say anything, Kris spoke up.

"So, we need to find a completely new disguise for her?" She asked, turning the TV off to give us her full attention.

I shook my head. Foolish Kris. Obviously a bad idea. "Nope. She was seen entering the building and walking around outside looking like Derpy. If she changes completely, it'll be even more suspicious. I'm thinking of something more... similar. Change a couple features so that she's obviously not Derpy, but looks close enough so that everyone else will think they simply saw wrong."

"Hmm," Kris said with a couple nods. "Not a bad idea, Blossom."

"Thank you," I said, before turning to Bubbles and backing up. "Alright. Show us Derpy." The changeling nodded hesitantly and turned into Derpy. I smiled at her and took a step towards her. "Hmm... Longer hair. Halfway down your back." Bubbles lit her horn up as her hair grew longer as instructed. "Perfect. Now, away with the crossed eyes. That's a dead giveaway. Also, you should change your cutie mark. Maybe a couple more bubbles."

Bubbles nodded and made the appropriate changes. "H-How's this?"

I looked over her new form and nodded. "Let's go back in the bathroom," I said, taking her hand. The changeling smiled at me as I led her back in the bathroom and over to the mirror. I put her in front of it as I stood behind her. "What do you think?"

I could see the changeling smile lightly in the mirror's reflection. "I still... look like her."

I smiled and nuzzled the back of her neck. "You knew her?"

Bubbles nodded. "After I left my hive, I met her. I would still be with her, only I was about to be discovered... so I had to leave the city. I thought about her every day for years after."

I smiled and planted a kiss on her shoulder. "I'm sorry."

The disguised changeling gave a small sigh. “It’s fine. It’s fine, because...” She paused to turn and face me, smiling lightly. “I have you.”

I chuckled at her adorable-ness and wrapped my arms around her waist. “You’ll always have me.”

Now, it was Bubbles’ turn to chuckle. “She said the same thing.”

I moved my right hand to her cheek and looked into her eyes. She placed her hand on mine and leaned in, kissing me on the lips. I closed my eyes as I kissed back. This time, it was a normal kiss; no tongue. It felt amazing, too. Way more intimate than any sex I’ve ever had.

When we parted, I smiled with a blush. “Wow...” I then rested my forehead on her shoulder. “Hey. Let’s celebrate.”

“Celebrate?” Bubbles asked me. “How?”

After we got dressed, I took Bubbles to the bar down the street. Kris wanted to stay behind and let us go by ourselves, which, I think, meant this was a date. I opened the door fit her like a polite mare and the two of us found a couple empty seats at the bar.

“What should I order?” Bubbles asked.

“Something light, so you can still maintain your disguise,” I whispered to her. “Something light,” I told the bartender.

As the stallion went to make us our drinks, we heard the front door open. In stepped a brown mare with long white hair, wearing a tight black short-sleeve shirt and long jeans. She made her way over to us and took the seat next to Bubbles.

When the bartender brought us our drinks, the mare told him, “I’ll have what they’re having.” Something felt off about this mare, though I couldn't put my finger on it. Not until she started speaking directly to us. "You know, it's crazy, isn't it?" the brown mare said, her eyes on the bartender as he prepared her drink.

"Crazy?" I asked. "What is?"

The brown mare watched the stallion return with her drink. "We had a suspected changeling sighting in Ponytropolis 6 years ago. Now, another one earlier today."

"Yeah, that is crazy," I told her. I could see Bubbles' face in my peripheral vision. I've never seen anyone look so nervous before.

The brown mare picked up her drink and sighed. "The changeling was imitating Derpy. That gray mare on the news. Has to be the same one, right?"

"That makes sense," I replied, still unsure where this was headed, if anywhere.

"A changeling's disguise relies on its magic," the brown mare went on as she looked at the liquid in her glass. "Magic relies on concentration. Hard to concentrate while drunk." She then took a sip of her drink and let out a sigh. "Weak." She set her glass down. "The weakest, if I'm not mistaken." Her eyes then fell on mine and a chill ran down my spine.

"It's her first time drinking," I lied. Or maybe it was the truth. I didn't know. But, I had to make something up. "I wanted to start her off easy."

The brown mare chuckled. "Who said I was talking about her?"

I eyed Bubbles, then the mare again. "Because she looks similar to the mare on TV. So, I can understand the confusion."

"That so?" The mare asked me. It felt like she was burning a hole in my retinas with her gaze. She was certainly an intense one. "How long you been living here?" She asked the changeling.

I knew I had to answer for her, or her cover may be blown. "Three years. She moved here with me."

The brown mare slammed her hand down on the table. "I asked her," she said with a growl, glaring at me.
Not you."

"She can't answer you like this," I protested. "You're scaring her. Why not just leave us alone?"

The brown mare finished her drink before getting up. She then walked up behind us and put her hands on our shoulders, leaning in between us. "It's my job to keep this city safe from scum like changelings and gangs before they can become a threat." Her grip tightened on our shoulders and it started to hurt. I even heard Bubbles whimper in pain. "If I find out you two are hiding something, I will be very disappointed."

"Copper!" The bartender yelled, making the mare release her grip. "What have I said about violence in my bar?!"

The mare inhaled deeply through her nose before standing upright. "My bad." She then reached into her pocket and placed some money on the bar counter. "Their drinks are on me," she said, glaring at us one last time before leaving the bar.

Once she was gone, I rubbed Bubbles' back. "You okay?"

The changeling nodded shakily as the bartender walked over, washing out a glass with a rag.

"Sorry about that," he said with a light smile. "That's Copper. She's part of a small organization that has kept us all safe for decades. We owe a lot to them. But, because of that pressure, they can sometimes become overly aggressive."

"Thanks for the info," I told him with a smile. I then looked at Bubbles. "Shall we head home?"

"Yeah..." the gray mare said as she got up. I got up with her and was about to help her out when she wrapped her arms around me.

I smiled and rubbed her back some more. "It's okay. Now, come on. Let's get out of here."

Bubbles nodded and let me walk her out of the bar. If things weren't risky enough as is, now we had this aggressive mare after us. Things were only going to get more difficult form here on out but I was prepared. I had to be. For Bubbles' sake.

Independence & Freedom

I got Bubbles back to my apartment just as it hit 10 at night. I helped her into the bedroom and I watched the poor thing drop onto the mattress. As soon as she did, she changed back to her true self, hyperventilating. I quickly sat beside her and put an arm around her, holding her close. She was shaking pretty bad.

"I don't wanna lose you, too," she said shakily.

I let out a silent gasp. She could never lose me, but I could understand why she'd be afraid. I leaned in to kiss her on the cheek. “I’m not going anywhere. I promise. Now, let’s get some sleep. Okay? A good night’s rest will do us good.”

Once I managed to calm her down some more, she allowed me to undress her. I tossed her clothes to the floor, my own soon following. I then pulled back the covers so we could get comfortable. I put my arm around her again and she slid right up against me. I could feel her warmth and her skin and it was so soothing.

Then, to my surprise, she slid her leg over mine and moved atop me. “Whoa, Bubbles, wha...”

“If tomorrow’s our last day together,” the changeling began. “I wanna make tonight count.”

I knew I couldn’t talk her out of it. As tired as I was, I went along with it. If not for me, then for her. To make her happy. “Okay,” I told her with a light smile.

She smiled her cute smile and leaned in to kiss me, her form changing back into her gray self. When I noticed, I gently pushed her back a little.

"Can we do this with you as... you?" I asked her.

She smiled and placed her hand on my cheek. "This is me," she said softly. "You see, my changeling form represents slavery and bondage. This form... represents independence and freedom. I much prefer this life over my previous life."

"I get it," I said as I held her hips. "If this is what you feel, I can respect that."

Bubbles smiled and sat up, straddling my waist. "Hey. Can we... take this all the way?"

I tilted my head and motioned towards the bathroom. "We fucked in the bathroom already. How much further can we take it?"

Bubbles giggled softly before her eyes flashed green. I was briefly blinded by the flash and, when my sight came back, I saw she now had a gray cock, complete with balls. "This is taking it further."

I could feel her heavy sack on my belly as she gently stroked her rod. "Holy shit. I-I mean, yeah, I can take it. Kris and I have used strap-ons before."

Bubbles spit in her hands and then stroked her cock, making wet slapping sounds as she lubed up her shaft. Pulling back, she aligned her rod with my pussy. I smiled at her and spread my legs a little. When I did, she took this as an invitation and pushed her way in. I felt my pussy spread open wide as I felt her meaty cock enter me. I let out a deep moan as it slid further inside. When I started to think that her dick had no end, I felt her balls press to my butt. She then leaned forward and placed her hands on either side of my head. When we locked eyes, she began moving her hips up and down, making her cock move back and forth.

I closed my eyes and moaned out lovingly, my hands gripping the bed sheets tightly as I felt her rod come close to entering my womb with each thrust. I opened my eyes partly and reached up to grab her tits. I let my fingers sink into the mounds before I felt the mare speed up. Was she close to cumming? If so, I wanted to be on top. I quickly wrapped my arms around her and pulled her down against me before rolling us over.

When I had her pinned, I smiled at her before sitting up. Gripping her tits, I began to ride her shaft. I wouldn't be surprised if the whole neighborhood could hear my moans as I bounced up and down. I let go of the gray boobies and interlocked my finger behind m head. Moaning deeply, I sped up a little. I could hear Bubbles moaning more and more, telling me she was close, too. I smiled and gripped my own tits before I felt her cum enter my pussy. I then dropped down as I squirted all over her stomach. As I rode my orgasm, I felt my insides become stuffed with my girlfriend's cum. I sighed deeply before I felt her orgasm end. Pulling off her rod, I felt jizz pour out.

"Oh, you really filled me up," I chuckled softly.

Bubbles gave me an exhausted-looking smile. "And, you soaked my chest," she said, smearing my mare juice all over her stomach and breasts.

I slid backwards and laid down with my face by her sack. Leaning in, I gave the balls a few kisses and licks, getting her cum off. I then licked up to her shaft to clean the rest of the cum off. Getting to the tip, I sucked on it a little before letting it pop from my mouth with a chuckle. I then climbed back up to kiss her on the mouth. She kissed back as we hugged. Soon, we fell asleep with me on top and the bed smelling of mare juice and futa cum.

“Alright,” I said as I entered the gym the next day with my two bestest best friends. “I only got three more days of vacation left, so let’s make it count.” I led my posse to the locker rooms where we started removing our clothes. Then, to our huge disappointment, Copper showed up.

Her eyes fell on us before she moved to a locker. She opened the locker and then pulled off her top. She was wearing a black sports bra underneath and her abs were very visible now.

“Are you serious?” I whined.

“What?” Copper asked as she glared at me. “I’ve been coming here for years. Guess you were too busy staring at that mare’s ass to notice.”

She had me there. “Yeah, well... just leave us alone.”

The brown mare slid out of her pants and tossed them in her locker. “Just don’t do anything suspicious, and I promise nothing bad will happen.”

“That a threat?” Kris asked, a threatening look on her face. I’ve never seen her this defensive before. It was actually kinda scary.

Copper pulled shorts from her locker and closed the door. “Do you feel threatened?” She asked us before sitting on the bench. She leaned forward and slid her shorts on. “I guess that means you do have something to hide, after all.”

Kris made a move forward, but I stopped her by grabbing her wrist. “What will it take for you to leave us alone?”

The brown mare stood up, showing off her muscular form. If she wasn’t the enemy, I’d totally wanna fuck her. “Cut her.”

My eyes widened in shock. “E-Excuse me?” I couldn’t have heard that right.

Copper looked over at me. “Cut her.” I heard right. “If her blood is red, you’re free. If it’s green, well...”

“We’re not cutting her,” Kris said sternly.

“Let’s say there was a changeling in this city,” I said, taking a step forward. “They haven’t done anything yet. Maybe they’re a peaceful changeling.”

The brown mare stared at us for what seemed like forever before walking over to us. Before she could get near Bubbles or me, Kris stepped in her way. “My job is to stop a crime before it happens. Not after.”

I let out a soft gasp. “H-How many innocents have you killed?”

Copper peeled her eyes from Kris to look at me. “None, thanks to our scouts. But, I’ve killed many in cold blood. Small price to pay for peace. Currently, changelings are the enemy. So, to keep the peace, I must kill all changelings before they can pose a threat." Her eyes then fell on Bubbles. They narrowed but she eventually turned and walked away. “I’ve got my eyes on you,” she called back before leaving the room.

“This is weird,” Kris sighed. “In her mind, she has every reason to kill Bubbles. Yet, she isn’t. Why?”

“Who cares why?” I asked, holding Bubbles close to me. “As long as she stays away, I don’t care.”

"Well, maybe we should care," Kris protested. "It could be our way to stop her."

Bubbles suddenly backed up from me and pulled her top off. "What are you doing?" I asked as I watched her slip out of her shorts. Setting both down on the bench, she grabbed my hand. "What?"

"Come," Bubbles said, pulling me towards the showers.

It seemed that whenever she felt like any moment could be our last, she wanted sex. Just like last night and right now. The poor thing was afraid that we'd be separated again. Only, this time, she isn't running off to another city. She's sticking by me, even though her cover could be blown any day now.

When we got in the shower, she pulled off my top and threw it outside before working my shorts down. She certainly was eager, either from nervousness or horniness. I'm guessing it was the former. Once I was naked, I grabbed her hips and spun us around so she was against the wall. I then leaned in and kissed her on the lips. She kissed back with deep moan.

"We need to be quick about this," I said as I got my knees. "Come down here."

Bubbles did as asked before we began scissoring. The moment our pussies touched, we started moaning so loudly, we thought that everyone in the other room could hear. Luckily, there's music playing on the speakers. I bet Kris was having a fun time listening to us, though. As we rubbed crotches, we fondled each other's tits and rubbed the nipples. Bubbles sure did look sexy as hell with her new form. That long, golden hair and yellow eyes really suited her well. We quickly came all over each other's crotch and took some extra time to clean each other off. With our tongues. We then left the shower and got dressed again.

When we finally left the locker room and headed out into the main room, we saw Copper on a treadmill, her eyes fixated on us.

“Finally decided to come out?” She asked.

Despite her tits bouncing rather nicely in her top, I was able to keep my cool as I headed over to the treadmill next to her. “If you must know, we had sex in the shower,” I said bluntly as I turned on the machine. “That seminal enough for ya?”

The brown mare chuckled under her breath. “I don’t care what you do in public showers. However, it makes me wonder.”

“Wonder what?” I asked her as I started jogging in place.

Copper threw me a smirk. “Why now?” She asked. “Was it... because you’re afraid she won’t be around much longer?”

“No,” I said plainly. “We just needed to release some adrenaline. Plus, I’m super perverted and will jump at the chance for sex. For example, I noticed how nicely your tits bounce when you jog.”

A tiny fraction of a blush appeared on the brown mare’s face. “Don’t talk about my breasts.”

“Embarrassed?” I asked with a smile. Ha! I got her now! “Don’t like talking about your tits?”

“Not in public, you fucking pervert,” Copper hissed through her teeth.

“Oh, but, in private I can talk about them all I want?" I asked, wanting to see how far I could push her.

Copper slid off her treadmill before walking up to mine. Without saying anything, she increased the speed on my treadmill until it was too much and I fell to my knees before being thrown on my back with a light grunt. It didn't hurt. It was just surprising and a little scary. The brown mare walked up to me and held out her hand. "Seems like you fell. Let me help you up."

"Oh," I said, surprised by her kindness. "Thank you," I said as I took her hand. "For a moment, I thought..." I was cut off when she yanked me to my feet and pulled me close so we were practically hugging. I could feel her tits against mine and, not gonna lie, they felt really damn good.

"Listen carefully," she said softly so only I could hear. She placed her left hand on my shoulder as her right hand squeezed mine tightly. "I was only after your changeling friend, but now... if I find out she's guilty of being what I know she is... I'll charge you with harboring and take your ass down with her."

She then forcefully let go off my hand before staring me in the eyes. After a couple seconds, she left and headed for a punching bag. When she was far enough away, the others approached me. "I think I messed up," I said as I noticed them. The three of us watched Copper beat the shit out of the bag with really strong-looking punches. I bit my lip with worry.

"I knew your big mouth would get you in trouble," Kris said with a sigh. "Don't worry, you two. She'll have to get through me first."

Bubbles turned to the purple mare and gently took her arm. "Thank you, but... we just me. I don't want you risking your life for..." She stopped suddenly when Kris cut her off.

"There isn't a time requirement on friendship," she said, holding the changeling by the shoulders. "You're one of us now."

Bubbles smiled and hugged her. As they hugged, I looked over to see Copper eying us as she punched the bag.

Showdown

That afternoon when we arrived back at my apartment, Kris decided to join us this time. She made her way over to the window, looking out at the street below. Bubbles and I dropped our gym bags before I took her hand. I gave her a smile and held up a finger, telling her to wait.

"I got something I wanna show you," I told her, before going into the bedroom. It didn't take me long to find what I was looking for, and soon returned holding a nice, thick, black strap-on. "Check this out."

Bubbles gasped and gripped the shaft with both hands. "Oh, wow. This means you can..."

"Fuck you," I finished. "Looks like it's the changeling's turn to get fucked," I moaned before pulling her into a kiss.

As our lips rubbed against each other and we tasted each other's tongue, I felt Bubbles take the strap-on and attach it to my crotch. She then broke the kiss and turned her back to me, pulling her shorts down a little and placing her hands on the wall. I chuckled and stepped up behind her. Gripping the toy, I rubbed the tip against her pussy to lube it up before pushing it in. I heard Bubbles moan out cutely as I slid the rod in deeper and deeper.

"That feels amazing," she moaned, letting out a sharp gasp when I gave a gentle thrust to fully sheathe the cock inside her. Placing my hands on her hips, I began to thrust inside her repeatedly. "Oh, fuck, yes..."

As I pounded the gray pussy, I looked over to see Kris stepping up to me. With a blush on her face, she pulled off her top and exposed her tits. "Getting lonely?" I asked her.

Kris rubbed her arm and sighed. "I've had to watch you fuck her a couple times already. I want some, too."

I chuckled and nodded. "Come on, Bubbles. Let's give Kris some love."

The disguised changeling chuckled and looked over her shoulder. "Alright. Was wondering when she'd join us."

"I'm pounding that pussy later, though," I said as I pulled out of the gray mare. "Couch," I said simply as I headed over to the mentioned furniture. I then laid down on my back and stroked my cock. "Come on, Kris. Hop on. You can suck off Bubbles."

Kris blushed and made her way over to me, Bubbles following closely behind her. Kris quickly shed her clothes before climbing atop me with a hungry look in her eyes. Without hesitation, she slid my strap-on inside her pussy with a deep moan, her hands gripping my tits. I smirked and pulled off my shirt so she could have full access to my wonderful melons. While she rode me, she grabbed Bubbles' cock and started licking it.

I moaned as the toy rubbed against my pussy while I watched Bubbles enjoy having her rod sucked by my dearest friend. Kris wild movements shook the couch like there was an earthquake. I was starting to worry that she was shaking the table next to the couch so much that the lamp would fall off. Unfortunately, after a few more wild thrusts, it did. The shatter made Kris gasp and pull off Bubbles' dick.

"Oh, shit," she groaned.

"Was that the lamp?" I asked.

Kris nodded, looking rather upset at what she did. Her expression suddenly changed into a more confused one. Letting go of the changeling's dick, she got off me and circled around to the broken lamp.

"Leave it and come back," I whined, wanting to finish our fun. "I can always by another lamp."

"No, that's... not it," Kris said, squatting down.

I sighed and sat up, taking the strap-on off. "Alright," I said, before standing up. "What's wrong?"

"That," Kris pointed. I followed her gaze and saw what she was pointing at. It was a small black device with what looked like a tiny lens. "Is that... a camera?"

My eyes went wide and I ran over to the window. Looking out, I saw Copper approaching the building. When her eyes met mine, she gave me a smirk. "Shit," I gasped, turning to the others. "Get dressed, quick. I have an idea."

Kris nodded and stomped on the camera, breaking it.

Quick note from Blossom, here. So, I wasn't able to witness all the events of this battle so I had to get the blanks filled in from everyone else. Because of this, I decided to change the format to third-person. I apologize for the confusion but, I promise, it's better this way! Anyways, uh... hope you enjoy!

Copper made her way up the stairs, gun at the ready. Once on the right floor, she headed over to Blossom’s apartment. Raising her gun, she tapped on the door with the barrel.

“Open the door, Blossom,” the brown mare said in a dark tone. “Give her to me, and I’ll let you go.”

There was a brief pause before she heard Blossom’s voice. “Come on in, then.”

Copper looked down at the doorknob and reached out to grab it. "You know, I was hoping you were telling the truth," she said, turning the knob. "Then, you had to go and mention that it was the changeling's turn to get fucked." She then started to open the door. "Big mistake..." She was cut off when Blossom bolted from the room. Copper almost shot her but held her fire. Chuckling, she opened the door all the way and looked inside the room. She went wide-eyed when she saw Blossom with Kris. "Shit! The changeling!" She yelled, turning down the hall and firing at the escaping mare.

She was then knocked into the wall by a blast of green magic. The Blossom still in the room used changeling magic to blast the window open and grabbed Kris, the two jumping out. Copper stood up with a groan and looked at the window, seeing the broken window.

"Shit," she growled, running back to the stairs.

When Bubbles landed, Blossom came running out of the hotel to join her friends. "That was close!" The pegasus shouted. "She almost shot me!"

"You okay?" Bubbles asked her worriedly.

Blossom nodded and held the gray mare by the shoulders. "I'm fine. But, you need to fly away. Now."

"No, I'm not leaving you!" Bubbles cried, tears filling her eyes.

"Not permanently," Blossom assured her. "Just until we find a away to stop Copper." They all looked over to see Copper leaving the hotel. "Quick! Go! Now!"

Bubbles whimpered, but backed away before taking off. Blossom and Kris then turned to face Copper. The brown mare quickly charged at them and easily knocked them both aside, making them fall to the ground. Copper then pulled out a small, cylindrical device and pushed a button on it. A whip slid out of it before she whipped it at Bubbles. It wrapped around the escaping mare's tail, making Bubbles gasp. Copper smirked and jerked her down. The changeling lost control and came crashing down. She quickly brought up a shield as she slammed into the ground.

Copper pulled her whip back, making it slide back into the cylindrical device before she pulled out her gun. As she approached the dazed changeling, she raised her gun to fire. Bubbles gasped and fired a blast of magic at her from her hand. Copper rolled to the side to dodge it before throwing a small ball at the mare. It bounced towards Bubbles with metallic clinks that made the changeling more and more nervous the closer it got. The gray mare gasped and brought up her shield again. The small ball exploded with a loud boom that sent the changeling flying backwards through a large shop window.

Copper stood up and brushed off some dirt before walking towards the shop. The setting sun was casting shadows all over the street and it made it hard to see inside the shop. She squinted her eyes and aimed her gun at a random spot inside. Before she could fire, Blossom jumped on her back.

"No, you don't!" She yelled frantically.

"Dammit," Copper groaned, before elbowing the pegasus in the face, knocking her off before kicking her hard in the stomach. Blossom collapsed to her butt with a groan, holding her stomach. "For aiding and abetting a changeling... your sentence is death," she said coldly, raising her gun.

Blossom went wide-eyed and held out her hand. "N-No, don't!" She pleaded.

"I warned you," Copper shrugged.

Blossom closed her eyes, waiting for the end to come, but is pleasantly surprised when a blast of green magic hits the brown mare and sends her flying across the street into a parked car. The pegasus got up as Bubbles jumped through the broken window. Sighing with relief, Blossom went over and hugged her.

Copper growled and started to get to her feet. She went wide-eyed when she saw a car speeding towards her. Quickly standing, she kicked off the car behind her as the speeding car attempted to ram her. She jumped off the car's hood and rolled across the roof, collapsing to the street as the speeding car slammed on it's brakes just before hitting the parked car.

The brown mare growled and moved to the car, opening the driver's door to see Kris at the wheel. "You!"

"Shit," Kris said softly, staring at their attacker.

Copper grabbed her and pulled her from the seat. "Get the fuck out of there. You can die with your friends."

"Don't you fucking dare!" Kris yelled, kicking Copper's feet out from under her.

The brown mare hit the ground hard as Kris started getting up. Copper also managed to get up rather quickly. Both mares locked eyes before making a move forward.

Kris threw a few punches that Copper easily blocked with her arms. She then threw a punch of her own which Kris also blocked. Copper attempted to knee the purple mare but Kris managed to grab her leg. Copper grabbed the mare’s wrist and twisted it a little, making Kris gasp in pain and let go of her leg. Copper took this moment and slipped behind her, still holding her wrist while reaching around with her other hand to grab the mare’s neck.

“You’re pretty good,” Copper chuckled. “Sloppy... but, not bad. Perhaps, if you were a little stronger, you’d be able to save your friends.”

Before either mare could react, Bubbles flew at Copper and snatched her up off the ground. The brown mare let go of Kris to grab her whip. The gray pegasus flew higher before dropping the brown mare. Copper uses her whip to grab the changeling’s leg and pull her close.

“Oh, damn,” Bubbles gasped, before Copper grabbed hold of her neck.

As they fell, Copper moved Bubbles beneath her. The changeling managed to pull up her shield just as they hit the street. Bubbles let out a cry of pain as Copper rolled off with a groan.

“Son of a bitch,” Copper growled, getting to her feet.

Blossom quickly ran up to her and whacked her with a pipe, knocking her over. Copper groaned some more and held her head. Eyes locking on to Blossom, she slowly got to her feet.

The pegasus eyed her own weapon before looking at the brown mare. “Um...”

Letting out a yell, Blossom swung at Copper again. The brown mare grabbed the pipe before punching the mare in the face. Blossom stumbled back and held her nose, which started to bleed.

“This is really sad, Blossom,” the brown mare sighed, her hazel eyes on the pipe she now held. “You know you can’t beat me, right?”

“Doesn’t matter,” Blossom coughed, shaking her head. “But, I’d never forgive myself if didn’t try.”

Copper let out a soft chuckle, before she dropped the pipe. “Naivety. That’s what this is. Changelings are a destructive force and must be wiped out. Along with all those who keep them safe.”

Copper pulled back to punch Blossom, before she stopped and rolled to the side to dodge a green magic blast. She quickly grabbed her whip again, ready for a fight.

“You won’t need that,” Bubbles told her, her hands engulfed in a glowing green energy. “I’m done running.”

“Oooo, goody,” Copper said with a smirk, putting her whip away and holding up her fists. “A real fight.”

Blossom wiped blood from her nose and looked around, noticing that their conflict had drawn the attention of a few civilians. “This is now a danger-close mission,” she said to herself, before looking at Bubbles and Copper.

Kris walked over to her friends, rubbing her wrist. “You’re gonna let her fight?”

Blossom smiled and nodded. “She’s a tough one. Plus, she’s determined.”

Bubbles and Copper started to engage in a brawl. Bubbles took a few hits here and there but she also managed to get in a few good punches. Thanks to her magic, the power was more than enough to make up for her lack of combat experience.

Copper got in a good punch and managed to make the gray mare’s lip bleed. Bubbles wiped the blood off and looked at her hand. “Oh, look at that,” Copper cooed with a smirk. “You do bleed green.”

Bubbles narrowed her eyes. “Your group chased me out of Ponytropolis. I could’ve been happy there. I won’t let you chase me out of here, either.”

“Who said anything about chasing you?” Copper asked as she pulled out a knife. “This ends here.”

Copper swung her knife a few tunes, Bubbles backing up to avoid it. The brown mare thrusted forwards with her knife. Bubbles stepped to the side before grabbing the brown mare’s wrist. Copper threw a punch with her free hand, getting it caught by Bubbles. Copper pulled the changeling course and then head butted her.

Bubbles stumbled back with a groan before forming an “X” with her arms, blocking a downward stab from Copper. The brown mare grabbed as she used ask her might to try and break through the changeling’s defense. Bubbles struggled to keep the blade away from her face before deciding to light up her horn.

Bubbles created a flash that temporarily blinded the attacker. She then kicked Copper back before backing up a few steps. In a fit of anger, Copper the one of her bombs at her target. Bubbles gasped and put up her shield as fast as she could. The bomb bounced off and sailed down the street before colliding with the roof of a building.

Bubbles and Copper gasped when they saw the civilians scattering the area as debris fell. Bubbles knew she had to help and took off full speed. As she got closer, she saw a filly who had gotten separated from her parents in the panic. Flying faster, Copper watched her tackle the kid before a whole ton of debris fell on them.

“Oh, shit,” Copper muttered, running over to the mess her bomb made. “Oh, fuck.” She couldn’t see the changeling or the filly in the rubble.

She looked over to see what she assumed to be the mother sobbing in the crowd. Clenching her fists, Copper returned her attention to the rubble. “Come on...”

She soon heard the faint sound of coughing before a green blast shot upwards from the rubble. Copper shielded her eyes before looking in the hole. She let out a sigh of relief when she saw Bubbles and the filly protected by a green shield. The changeling seemed to be straining to keep her shield up. When she saw Copper, she lowered her shield.

The brown mare reached in and helped the filly out, who quickly ran to her mother. Copper kept her eyes on the changeling in the debris. Sighing heavily, she squatted and reached in the hole. Bubbles hesitantly took the brown mare’s hand before she was helped out of the rubble.

Copper pulled her close so they were eye to eye. “Tell me, changeling. What is it you want?”

Bubbles panted heavily and looked over at Blossom, who had a worried look on her face. Kris looked ready to kill a bitch. “I just... I just wanna live. To be with Blossom. To be happy.”

Copper thought for a moment before looking over at the filly that Bubbles had saved. “If you hadn’t acted as quickly as you did... that filly would be dead.” She thought some more before letting go of the changeling’s hand. “Go. Just keep your disguise, okay? I need to make a call.”

Bubbles smiled and took off, heading back to Blossom.

It’s Blossom again. Let’s go back to normal now, shall we?

After making sure Bubbles was okay, I walked towards Copper. She had sat down on the curb and was talking on her cell phone. By the time I got to her, she was done with her call.

“Looks like you’re free,” she told me as I stepped up to her. “The world may still fear changelings, but... you won’t be bothered by me or my team again.”

She didn’t make eye contact with me. It was like she was ashamed or embarrassed. “Hey, uh... you were just doing your job, right?” I wiped some more blood from my nose. Damn thing wouldn’t stop.

Copper shook her head. “I got cocky and almost killed a foal.” Letting out a sigh, she stood up.

“Would it make you feel better if I played with your tits?” I asked bluntly.

Copper’s eyes snapped to me, before she let out a brief, soft chuckle. “You’re alright. Sorry I tried to kill you.”

I shrugged. “It’s over now and we’re all still okay. So, what happens now?”

“Keep her true identity hidden,” Copper instructed. “Maybe someday, she won’t have to hide anymore, but... best to play it safe for now.”

I nodded in understanding. “I guess I’ll see you later?”

Copper said nothing before walking away. I watched her climb into a van a block away before driving off. I then went back to Kris and Bubbles.

“It’s over now?” Kris asked.

I nodded with a smile. “Yes, I believe it is. Now, let’s head back. I could use some sleep.”

Bubbles giggled and held my arm. “Me, too.”

I looked at Kris and took her hand. “Come on.”

My purple friend smiled at me and the three of us made our way back to my apartment for some well-needed shut-eye.

...And Then I Met You

The next morning, we talked with the landlord to get the window fixed and then with the local law enforcement to clear up what happened in the street. The filly's mother was there and thanked Bubbles for saving her daughter. Copper was nowhere to be seen, but it seemed like her organization was untouchable. The cops did seem to forget about them the moment I mentioned that no one was seriously injured. It's almost like the cops knew how much they need Copper's help. So, fast-forward a few weeks, I bring my friends out to an indoor café...

"...and then I met you," Blossom said, before closing her journal. "So, what'd you think, Luster?"

The mare sitting across from her was pink unicorn with golden hair done up in a pony tail with a strand hanging down in front of her face. She was wearing a skirt and a t-shirt that made it seem like she was flat-chested. She was also currently holding onto a piece of paper and sporting a huge blush.

"Um..." the mare started. "All I asked you for was your name... and, then you go into all this detail about... the past few weeks... and all that sex. That graphic... descriptive sex..." She then handed the piece of paper back to Blossom. "And, this." The top of the paper read, Kris Floods The Bathroom.

"Well, did you like it?" Blossom asked with a smile.

Luster thought for a moment before letting out a chuckle. "Um... It was interesting. Though, the end was pretty far-fetched, wasn't it?"

Blossom tilted her head in confusion. "How so?"

"Well, that ending was a little crazy, right?" Luster asked. "With that whole fight scene."

"Oh," the pegasus replied, getting it. "You don't think anyone will believe it?"

"I mean, it's exciting, right?" the unicorn asked with a smile. "A huge fight out in the street."

"Yeah, yeah..." Blossom said, nodding her head. Just then, the café doors opened and Blossom waved at someone. "Over here."

Luster narrowed her eyes before looking back to see a brown mare with long white hair and jiggly tits. Luster's eyes went wide. "Is that Copper?"

"Sure is," Blossom beamed happily.

The brown mare smiled lightly at me and took the seat between the two mares. "Well, it's official," she said as Kris and Bubbles came over.

"It is?" The changeling asked with a smile.

Copper nodded. "Changelings are no longer classified as a threat, so... feel free to drop the disguise."

Bubbles smiled and thought for a moment. "Thanks... but, this is me," she said, before looking at Blossom.

The brown mare nodded and then looked at Luster. "Careful with this one. She's a huge pervert," she said, before getting up and leaving.

"I know," Luster chuckled.

"H-Hey, I'm not that bad," the pegasus protested.

"You just read me a porno," the unicorn pointed out. "About you and your friends. Having sex."

Blossom tapped her journal. "Touché."

Luster smiled and leaned back in her chair. "So, what now?"

"Well, I suppose we go on living, right?" Blossom asked, looking over at Kris and Bubbles. "Nothing to stop us now."

"Are you... still able to show me around?" Luster asked.

"Oh!" The perv gasped. "Right. That. Yeah, that's no problem. I know all the best places."

Luster smiled and crossed her arms. "Good. I'll see you tomorrow," she said, getting up. "And, don't even think about having your changeling friend turn into me. Besides, there's no way she could ever get me 100-percent right, anyways." She gave us a wink before leaving.

"What did she mean by that?" Kris asked.

"I dunno," Bubbles thought aloud. "Perhaps a birth mare or a tattoo that we can't see. Her nipples could be pierced. I can't replicate piercings without getting the real thing... One thing's for sure, though."

"Oh, yeah?" Blossom asked. "What's that?"

The gray mare smirked and made a fist with her right hand. "I won't rest till I get her just right."

To Be Continued in

“Kris Floods The Bathroom” [Written by: Blossomforth]

Kris Floods The Bathroom
A short erotica by: Blossomforth

One day, Kris was super horny and was down to fuck anything. After searching her apartment for a suitable toy, she ended up in the bathroom. There, in all its glory, was her lavender-scented shampoo bottle which still had most of its contents. As a bonus, it had the right shape to pass itself off as a makeshift dildo.

She tore her clothes off and grabbed that sucker before sitting down on the toilet lid. Without any hesitation, she licked the toy before jamming it right in her pussy. It must’ve made a wet slapping sound at a decent-level volume, most likely filling the room with her delicious and yummy scent.

Kris moved that bad boy back and forth at a rapid pace, moaning louder and louder. She grabbed her tits and squeezed them as she continued fucking herself with her shampoo bottle. Dripping sounds could be heard on the floor as her dripping wet pussy leaked everywhere. It filled the room with her delicious scent.

Kris lets out a loud squeal of joy before she pushed the bottle deeper inside her. Deciding to risk it for the pleasure, she set the bottle down on the toilet lid and then dropped down on it. There was a loud wet SPLAT, the sexy-ass mare squealing loudly as she came. Hard.

I, myself, had just come back from a jog, and really had to use the bathroom. I burst through the bathroom door, since the door was unlocked, only to be greeted by a rush mare juices, knocking me to the floor. I kept my eyes closed as the flood-like amount of mare cum washed over me. When I felt it end, I opened my eyes and looked at Kris, the bottle popping out of her pussy and clattering to the floor. The bathroom was covered, floor to ceiling, in her delicious juices.

"Uh..." I said, starting at her, before licking my lips. "Couldn't have waited for me?"

Kris sighed and leaned back, seemingly exhausted. Next time, I would be involved...