“Starlight! We’re leaving!” Twilight called out while packing the last of her things in her backpack.
“Good luck in your friendship mission!” the unicorn responded from the top floor of the cutie map room, propped against the railing.
“Come on Spike!” Twilight shouted before walking to the doors.
The adult purple dragon looked back at his unicorn friend with a smile. “We will be back soon.”
Starlight smiled and gave him a wink. “I will miss you.”
Spike blushed a little before running to Twilight, closing the door behind him.
The unicorn, now alone, decided to take advantage of this and went to the shower while whistling a tune.
Unknown to her, a figure fell from the ceiling, having recently transformed from a spider into the tall figure of the queen of the changelings; Chrysalis.
The title was empty at the eyes of the public since her downfall, clearly shown in her ragged and mud-covered clothes instead of her old armor and dress. And all of that was because of one unicorn; Starlight.
Chrysalis had attempted her revenge various times before, but now she was going to try a more direct method. She had prepared a spell, simple but effective, that would render the unicorn incapable of using her magic, rendering her helpless against her. The only problem with this spell was that it needed direct contact between their horns, so she had to take her by surprise.
And that’s why she had chosen this opportunity.
She smiled as she silently walked up the steps towards the upper floor of the cutie map, and then followed Starlight’s path until she found the bathroom where she was showering.
Some would call it cowardly to attack somepony while in their most vulnerable, but she thought it ridiculous. All’s fair in love and war.
However, something took her by surprise when she got closer to the bathroom. The door had been left fully open.
Chrysalis cursed under her breath, unsure if this would complicate her plan, since a lack of visibility was key to an ambush.
She heard the shower start, so she needed to make haste before the opportunity was wasted. She transformed into Spike, hoping that it would be easier to explain things from his perspective if she was caught, and slowly approached the door.
She took a quick peek, or at least that was her intention until she noticed that not only was the door wide open, but the shower didn’t have any curtains.
Questions like, why? and the like tried to enter Chrysalis head, but they were pushed aside by the image her eyes were capturing.
Starlight had her back towards the door, slightly askew so she could see a little bit of the side of her rather large breasts, tempting her to imagine the full image in her mind. But what was not up to the imagination was lower in her back. Separating it from her delectable tights, was a well-rounded, shapely ass poorly hidden behind a damp tail.
Chrysalis eyes were glued to it, exploring every part of the flawless coat that concealed those delicious hams.
Suddenly, Starlight’s hips started to move gently from side to side, making her ass jiggle slightly, as the unicorn apparently got in the mood of a song in her head. The movements made her tail sway slowly, giving Chrysalis small glimpses of what was hidden between those legs.
She felt her male dragon body react almost instantly, her cock growing against her magically conjured pants. ‘Dammit, concentrate,’ she told herself, but a new development made that impossible.
Without stopping her little dance, Starlight had started to apply bodywash all over her figure, caressing each of her curves like if it were a lover, which was exactly the position Chrysalis wanted to be in right now. She watched as the unicorn lifted both breasts with one arm to clean below them, and after moving a little to the side, giving her a better view, she let them fall, making them jiggle while she passed a hand over them to spread more soap, giving them a little squeeze to add to the mouthwatering sight.
Starlight then put a hand on both of her ass cheeks and lifted them a little, exposing the pink, clearly exited lips that were dripping more than just water. She then let them go, making her ass jiggle enticingly and make a little clap.
Chrysalis throbbing erection was starting to feel painful in its restraints, and she had to fight the very strong desire to get in there and push her against the wall so she could savor and feel that temptress body.
‘This damn slut. It’s almost like she’s-’
“Enjoying the show Spike?” Starlight suddenly asked, taking the changeling by surprise. The unicorn looked back slightly and smiled. “I hope you had a good excuse for Twilight to be spying me again.”
Chrysalis couldn't muster any words, so she played along and smiled playfully while taking a step into the bathroom, making sure the bulge in her pants was clear to the eye.
Luckily, Starlight took the bait. “Oh my, that doesn’t seem that will go away on its own. So, tell me Spike, do we have time for the bed?” The unicorn bent over slowly, opening her legs so she could show her dripping cunt to her. “Or should we make it quick right here?”
Chrysalis considered very seriously which option to choose, the little swaying that the unicorn was giving her not helping to think straight, but finally managed to smile and beckon her with a finger. “Very well, lead the way.”
She walked back, out of Starlight’s view, dropping her disguise, and when the unicorn crossed the door, she quickly took her by the shoulders and put her horn against hers, casting her spell and causing a small magical explosion between them.
Starlight was pushed back towards the wall while Chrysalis fell to one knee on the floor.
“You!” the unicorn exclaimed trying to cast a spell, but her magic crackled in her horn, failing to cast. “What?”
Chrysalis smiled and lit up her horn, but it also failed to cast, the spell apparently having backfired to her too. “Damn it, why does it always-” She was interrupted as Starlight delivered a powerful punch against her jaw, sending her to the floor.
“As always, your plans backfire horribly. I will just have to defeat you with my fists this time,” the unicorn gloated, but her smile faded as the changeling stood up fully in front of her.
She had forgotten how tall her enemy was. Being 7 feet while she was only 5,8 meant that her head just reached to her chest, and months living in the wild had given the exiled queen a rather muscular physique, far more than what Starlight had. “On second thought, how about giving friendship another chance?” Chrysalis response was to punch her in the stomach before throwing her across the hallway.
Starlight hit the railing and quickly stood up to see the changeling charging against her, and when they both collided, they fell from the upper floor, but the unicorn managed to land on top of her opponent.
The heavy fall stunned them both for a couple of seconds, in which Starlight felt her face being smothered in something soft, like a warm pillow. She lifted her head and saw the half-exposed chest of her rival, each breast almost as big as her head. “Those could be the biggest I’ve seen.”
“Have a closer look then.” Chrysalis pulled the unicorns head with both arms against her breasts, making sure that she was trapped deep in between while she squeezed them.
Starlight tried to claw at her, but her nails proved ineffective against her hard but surprisingly pliable chitinous skin. It also didn’t help that the still horny part of her brain told her to enjoy the soft, warm feeling of those breast against her skin.
She could feel a sort of natural allure that a predator and seductive being like Chrysalis emitted. She had a sent that sparked something in her mind, numbing her alerts of danger, and even the felling of their skins touching each other had a weird charm that suggested her to not let go.
Still, she had to fight, so she pushed with both arms against the floor to lift herself up against her rival strong arms. She slowly managed to move them and get away from her chest, but Chrysalis just smiled and put more force on her arms, burring her face on her right breast.
“Since you already gave me a show, how about you keep going and pleasure me some more?” Chrysalis said with a smile. She was enjoying this way more than she should. Having her nemesis helpless against her chest after having given her a show of all her most desirable traits exited her even more than the show itself. She just wanted to-
“Ahhh!” She let go of Starlight and put her hand over her hardly bitten nipple. “Bitch!” she screamed before being punched in the face once more, but a quick swipe of her arm threw the unicorn against a wall.
Not missing the chance, she charged again and held her against the wall, just high enough so she couldn’t get leverage on the floor. Chrysalis smiled at her helpless victim. “Let me repay the favor.” She opened her mouth, showing her the row of sharp fangs that lined it, and bit hard on her shoulder, making her… moan?
She pulled back and looked at her opponent, who was covering her mouth and showing a heavy blush on her face. “Oh~ we have a kinky one. Is this what attracts you to that dragon?”
Starlight looked away, but her blush gave her the answer clearly. “Does she call you a bad girl that needs to be punished?” she asked in a whisper before biting the side of her neck, softly this time, sending a little shiver across her body.
Holding her with one arm, Chrysalis used her free hand to trace a line with her finger across the side of her torso, descending slowly. “You know, you have quite the blessed body.” Her hand reached her lower back. “Especially right here,” she said giving a hard squeeze to her ass, digging her fingers in its soft flesh. “I would love to bite those precious hams.” She whispered before giving another small bite to her neck, making her moan again. She could feel her own excitement growing at the prospect, and this time she had her right where she wanted. Her hand left her ass and went further down and to her front, quickly finding her dripping pussy. “What a helpless mare you are,” she said while spreading her folds with her index and ring fingers while the middle slightly rubbed against the outer lips, teasing the mare with the pleasure she could give her.
Starlight was biting her lip trying to hold in another moan, which only exited Chrysalis even more. She wished she had a third arm to attend the burning heat between her legs, but maybe she would make Starlight do it once she was fully broken.
Suddenly, the unicorn lurched forward as much as she could and gave the changeling a deep kiss, pulling her towards her.
Chrysalis was surprised but quite pleased at the action, so she gave in while slowly introducing a finger inside her, feeling the damp walls clamp around it. But then, Starlight slapped her hands against her ears before delivering a heavy headbutt that made her recoil enough to get free of her hold.
The unicorn tried to use her horn again and smiled as she saw the magic glow without disruptions. She quickly made herself levitate away from Chrysalis, but the changeling managed to catch one of her legs before she could escape.
She prepared to teleport away, but Chrysalis stuck out her tongue and extended it enough to give a whip-like lick against her folds, interrupting her casting.
Seeing her moan at the contact, the changeling smiled and gave a slower and more deliberate lick, finishing with a little round motion against her opponents exposed clit.
This finally broke her concentration and Starlight fell face up on the cutie map with her legs open.
Chrysalis continued her assault on her pussy while she got closer, but when she retrieved her tongue, Starlight grabbed her head with her legs and buried her snout in her folds.
The changeling saw the eyes full of lust in her panting nemesis, and decided to give her what she wanted, but in her own terms.
She flipped her over and dragged her ass to the edge of the table, giving it a hard spank to keep her still. Her tongue rubbed against the already drenched folds, enjoying her sweet nectar before making the plunge inside.
Starlight clawed at the table, feeling the soft and warm appendage move in a corkscrew manner inside of her, rubbing against her walls and expanding them the deeper it reached. Her moans where no longer contained, and the wetness of her coat had been replaced with her sweat, desperately trying to calm the heat all over her body.
She bit her finger as she felt the tongue reach the deepest parts of her pussy, and then it started to expand more and more, filling her further than any cock or toy that she had managed to get inside there. And just when she thought it ran out of tricks, it started to spin inside while expanding like waves from entrance to end and back, pumping her while simultaneously keeping her full.
Chrysalis smiled contently at the lust-overdosed wreck that her rival had become and fueled the fire further by grabbing her ass and giving it a rough massage, enjoying the feeling of muscle and fat filling in between her fingers.
While she started to move her tongue more quickly, she noticed Starlight’s engorged, heart shaped clit furiously going in and out of her.
She timed the movements and caught it with two of her fingers, making Starlight scream in ecstasy as she rubbed it with her digits, and to finish her off, she gave a large, hard bite on her ass, finally driving her over the edge.
Were her pussy not full of tongue, Starlight would’ve squirted all over her chest, but Chrysalis fixed this by quickly removing her tongue from her, making sure that it rubbed all along her walls on its way out, prolonging her climax until she was nothing more than a twitching mess on the table.
Starlight used what little strength she had left to flip herself over and look at the changeling, noticing how a pink-red mist flowed from her cunt straight to her mouth.
Her eyes widened as she saw her muscles bulge, and her already tall figure expanded a couple inches more.
“There’s nothing more nutritious for a changeling than pure, unadulterated lust,” she said with a smile before picking her up like she weighted nothing.
Starlight had almost no strength left, and her opponent was even stronger than before. It was a lost cause. “Fuck it, it was worth it.” She went for another deep kiss, and Chrysalis responded again with gusto, but this time she also used her magic to take control over her mind like she did with Shining Armor so long ago.
Starlight felt her mind being taken over by the sinister magic, and just then, a voice in her head screamed to resist, and gave her the means to do so.
“Fiducia Compelus!” she screamed, casting the spell and starting a new kind of struggle, as both mind-controlling spells fought to put their opponent under the control of their caster.
But as both orders canceled each other out, there was one that they both shared in spades… lust.
When both spells were completed, they went back to kissing each other, but this time with an almost ravaging passion that they desperately needed to satisfy.
“Seriously Trixie! If you mess with the cutie map one more time-!” Twilight screamed in frustration.
“Trixie didn’t even know her spell affected your stupid map!” the magician responded, following the princess to her castle to see just what exactly she did to make the map send the alicorn right into a den of bugbears during mating season. She just wanted to put a bad luck curse on her. ‘On second thought, maybe the curse just worked too well.’
“You can’t keep doing this.” Twilight opened the door to her castle. “The cutie map is an invaluable artifact of unknow po- What the fuck?!”
The three of them paused at the sight of Starlight upside down, body full of bite marks, eating out none other than queen Chrysalis right on top of the cutie map, while the changeling had her ass firmly grabbed by her fingers and her long tongue deep inside her cunt.
The entire table was drenched in the product of their sexual activity, and the air was heavy with the musky stench of their bodies.
“What’s the meaning of this?!” Twilight screamed, making the two sex deviants finally notice their arrival. Chrysalis let go of Starlight, and pulled out her tongue from her, making the alicorn blush at how long it took for it to finally get out of the unicorn. ‘Dear Celestia, how deep was- No! Don’t think that!’
“Why are you two having sex in my castle?!”
Starlight lifted herself up from the table, still a little dizzy, but managed to gather enough thought to think up an excuse. “Uhm, a new reforming method?”
“By fucking in my house?!” Twilight shouted.
“Wouldn’t you prefer to join us and ask questions later?” Chrysalis offered with a seductive smile, lifting her breast with her arms.
Twilight worked very hard to not consider it. “Are you delusional?”
“You should leave Sparkle,” Trixie said, most of her clothes already on the floor.
“You can’t be-” Trixie threw her cape over her face before jumping on the table, rapidly going for a deep kiss with Starlight. Twilight pulled the cape out of her face, fuming with rage. “I will end you three!” She screamed, but three different magical auras picked her up and threw her out the castle before closing the door.
Spike, being apparently forgotten, tried to silently walk up the stairs to his room, but Starlight’s aura caught him and tore him out of his clothes before pulling him to her. His hardened erection free and fiercely pointing forward at the three women in front of him. “Uhm, does this change our usual games?” He asked a little nervous at the sight of the usual predatory grin of Starlight turning a little more menacing.
“Of course not, we will just play a lot more from now on.” She pulled out her tongue and started to smear the tip of his dick with her saliva, sending shivers down his spine.
“I can get used to that,” he said right before Starlight introduced his cock in her mouth, making him grunt with pleasure.
Trixie looked at the two getting lost in their shared pleasure. “They will ignore us for a while.” She then turned to the tall, strong figure of the Changeling, and smiled. “Can you make yourself look like Sparkle’s brother?”
Chrysalis smiled before green flames engulfed her body, giving her the form of a larger, more muscular Shining Armor.
“Wow…” Trixie traced her hand along the changeling’s steel like abs, admiring how beautifully sculpted they were.
With just two fingers, Chrysalis pushed the unicorn against the table, pinning her against it. She then used her other hand to lift her hardened dick onto the mare’s midriff, showing her just how much she was going to get once it was inside.
Trixie blushed fiercely seeing how the tip reached a little short of her ribcage, the veiny hardened muscle a bit bigger than her wrist, and it’s medial ring surely would feel like an entire fist going inside her.
“Think you can handle it?” Chrysalis asked with a smile at the sight of the red-face unicorn slightly salivating because of her member.
Trixie extended a hand and slapped Starlight’s leg to get her attention. “Glimmy, can you do that elasticity spell please?”
The purple unicorn complied before laying Spike down on the table and positioned herself on top of him, burying his snout in her drenched folds.
Spike quickly started to lick her, his tongue shorter but a lot rougher than the changeling, driving out several moans out of the unicorn before she returned to sucking his dick.
Feeling the spell settle in her body, Trixie’s confidence and lust took over and smiled at her bigger partner. “So, Sparkle’s big brother has come to avenge his failure of a sister?” The magician moved her legs until her feet rested on the cock currently on top of her, rubbing it delicately. “Are you going to plow me with this big tool of yours?”
Chrysalis expelled some air out of her nostrils, feeling her arousal grow with both her words and the feet massage. Roleplay being one of her favorites. “This big tool of mine will be your new addiction once I’m done with you,” she said while rubbing her cock against her folds, feeling the wetness that had already formed around them.
Trixie smiled devilishly, moving her feet down her shaft until they reached the heavy ball sack at the end. “Be careful Shiny. You may get addicted to me instead,” she said in a sultry voice while caressing his balls with her feet.
Chrysalis smiled. “You think you can compete with my wife? I think you will fall short.” She traced her fingers over her body, far less blessed than her friend, but still holding an admirable attractiveness.
Trixie gave a hearty laugh. “I don’t need to do that. I just need to be better than Sparkle.” Her smile turned completely villainous. “Did you know that she talks in her dreams?” She lifted herself up to get closer to her. “Especially the wet ones.”
She was suddenly slammed against the table by the throat, the changeling finally going fully into character. “You dare imply that?”
Trixie laughed even louder at his words. “Oh, Glimmy has told me a few stories of the dreams she has overheard. Many of them involving your big tool.”
Shinning looked at the purple unicorn currently deepthroating the dragon on the other side of the table. “Then I have two lessons to teach,” he said pushing his cockhead against her folds, rubbing them to help lubricate it.
Trixie spread her legs wide open, challenging him with a smile. “Have at it, big boy.”
With a grunt of both fury and lust, Shinning rammed his cock against her cunt, the lubrication and the spell making it easy to enter.
Trixie gasped as she felt the huge member spread her like nothing before, making a slightly noticeable bulge moving up her torso until the medial right hit her lower lips, stopping the advance.
Shinning smiled at the panting mess that the unicorn had become, and he wasn’t even fully in. He leaned over her with a smile. “Do you still think you can take it?”
A stinging slap hit his cheek, and the unicorn looked at him with commanding, lust-fiery eyes. “Who told you to fucking stop?”
Shinning growled. “You damn slut.” He picked her off the table, keeping both of her arms pinned against her torso, and pulled back his cock before ramming it against her with a meaty thud, making the unicorn exhale a loud moan.
He continued pounding into her, each thrust smashing her clit with his medial ring, sending a wave of pleasure that made her moan louder and louder, drowning out the sounds of the other two on the table.
Eventually Shinning tired of failing his attempts and used his arms to further push her cunt against his medial ring, until it finally got inside.
Trixie screamed as the cock rearranged her insides further so she could keep it inside, and her whole body trembled as a mind-shattering orgasm took over her body, constricting the member inside her while a torrent of juices cascaded from her pussy down to his balls.
Shinning patiently waited for the magician to stop spasming and whispered in her ear. “Are you addicted yet?”
Trixie tried to keep a defiant face despite it being complete red and covered in stray hairs. “You will need… more than that.”
Shining growled in frustration but was suddenly distracted by a loud moan coming from Spike.
He looked behind Trixie, watching as Starlight happily and audibly gulped down the dragon’s load, licking her lips soon after and opening her mouth to show that it was all gone.
Shinning smiled and lit up his horn, drawing the lustful love of those two for him to absorb.
Trixie’s eyes widened as she saw her partner grow a few inches more, his muscles hardening and getting more defined. And then, she felt his cock grow while still inside of her, stretching her to the point that she could clearly see the shape of it as it expanded, feeling the elasticity spell approaching its limits.
Trixie held onto Shinning’s arms for dear life, her legs going numb as they uselessly hung from her hips, not being even close to touching the floor.
Shinning smiled. “Was that enough for you?” Trixie tried to look defiant, but he gave a powerful thrust to her hips, replacing her response with a choked moan. “Was that a yes?” he asked, and again rammed his cock inside her to stop her response. “Are you going to be a good little slut?” another thrust made Trixie’s tongue hang out of her mouth. “Are you going to service my dick to its every desire?”
Trixie took a moment to respond, but then she looked at him in the eyes, still defiant. “Come on big boy, break me.”
Shinning smiled this time, holding her against his muscled torso with a powerful hug. “As you wish.”
He started ramming his cock inside her with force, keeping her perfectly still so it would reach as deep as it could.
Trixie bit one of his pecks, more likely to break her teeth than leave a mark, silencing a nonstop string of moans as he pulverized her cunt, sending her into a frenzy of pleasure never experienced even in her dreams.
As the pounding gained more speed, Shinning felt himself finally close to his limit, and Trixie could feel it as the cock flared inside her, ready to pump her full of its load.
Shinning returned her to the table, holding her by the shoulders as he gave the las few thrusts before finally cumming inside.
Trixie could feel the load traveling up the shaft until finally exploding in her womb, carrying her into another orgasm that finally crushed her remaining coherent thoughts.
She laid on the table, gasping and moaning as she felt his cock pulsing and depositing more cum inside her, expanding her womb to the limits of the spell until she looked like she was about to give birth to twins.
Shinning smiled at the nearly comatose mare and slowly pulled out his cock, surprised that his cum remained inside the magician even thou her pussy was finally unobstructed.
“Wow, you really filled her up,” Starlight exclaimed, putting her hand on top of her friends inflated stomach and giving it a little shake, hearing the cum sloshing inside.
With a snap of her fingers, the elasticity spell faded, and all the stuffing Shinning had given her started spilling out as her womb returned to its normal size.
Starlight cupped some of the cum with her hand and filled her mouth with it, savoring it a little before swallowing.
She looked at Shinning while licking her lips. “So, is it time for my lesson?”
Shinning smiled, his cock already hard again.
Twilight grumbled while Rarity brought her some tea to drink. “Thanks Rarity.”
“It’s the least I can do.” The seamstress said before taking a seat in front of her. “Honestly Twilight, I still can’t wrap my head around it.”
The alicorn took a sip of her tea, relaxing a little. “Me neither. Just how did it happen?”
“Yeah, I mean, I knew Starlight had some particular tastes that Trixie couldn’t give her, but I thought she had found them in Spike. Getting Chrysalis into it just sounds excessive.”
Twilight’s eyes widened. “What?”
“I mean, the old changelings are natural seducers. And I can only imagine what a tongue like that could do to a mare.” Her cheeks turned red at the thought. “And not only that, but a big, battle ready queen. Arms strong enough to just take you by force, tongue exploring every part of you without restrain, and…”
“What do you mean ‘she found them in Spike’?” Twilight interrupted her, in part to stop her lustful rambling so she didn’t start blushing.
Rarity raised an eyebrow at her. “Darling, you raised Spike. Have you never seen what’s his packing? Or consider that he has a very unique physique between the general males in most of Equestria?”
A blush managed to appear in her face despite her wishes. “I- I’m not blind. But still, I didn’t know that they were… although that would explain the showers.”
“I think you’re discovering a little too much about the sexual activities of your close circle of friends. Give it some rest and maybe tomorrow you can see how you confront it. I mean, isn’t this better than finding the two trying to murder each other when you got back?”
Twilight calmed herself a little, pondering her suggestion. “I guess. I probably wouldn’t be so mad if they weren’t doing it in my own house!”
“One can’t tell when the desire will strike. It doesn’t mean that they have ill intentions towards you in particular.” Right as she said that, a ball of green flames summoned a pile of pictures in front of Twilight.
They had clearly been taken by Trixie, judging by the shit-eating grin she had in each one that she appeared in. Twilight saw them alongside Rarity, each one making her blush harder than the one before, and she wasn’t sure if she was red with anger, lust or embarrassment.
“Is that your brother?!” Rarity exclaimed, her own blush deepening.
“Of course not! Chrysalis just took his form to taunt me!” She continued looking at the pictures of her brother in different provocative poses, being dominated by her friends and sometimes even Spike joining in the action. “Shinning would never do that!”
Rarity hummed disapprovingly. “I don’t know. He is married to the princess of love.”
Twilight turned her head towards her. “What are you implying?”
“You told me you weren’t blind.” Rarity took a step back as she saw flames coming out of her friend’s hair, looking like she was going to blast her away at any moment. “I think you’ve seen enough.” She took the pictures away from her. “I will throw these in the garbage bin.”
Twilight looked at her walk away with palpable irritation. “The garbage bin is not that way!”
“I have one in my room too!” the unicorn responded while quickly ascending the stairs.
Twilight slumped in her chair and took another sip from her tea. “I will gather the girls and get my castle back tomorrow.”
Author's Note
Will Twilight manage to take back her castle? Will Chrysalis concoct another evil scheme with sexual results? Will Trixie’s curse bring doom upon Equestria? Will things get kinkier and weirder?
Find out in the next episode!
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