Fall of Equestria: Milf Breeding Grounds

by Shadowpony300

Thanksgiving Special: A Meal fit for a Queen.

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Within his office Fancy Pants was working extremely hard though out this month because of one thing. It's the changeling mating season. Every November Fancy Pants gets hundreds of changelings coming into his business just to breed a pony milf and to feed off of their love leaving the milf in a cum loving state that usually ends around two whole weeks. The changelings meant have their own females by the male drones just love enslaving pony mares because of the love energy is more richer than other female creatures. Fancy Pants was looking over a paper that was showing that almost out of rooms that was already bought by changeling males. The unicorn stallion only had a few rooms left so he decided to save his last remaining rooms for the special quest he is waiting for. Then the door to his office open and sure enough is was his special quest. Queen Chrysalis of the bad lands hive. Queen Chrysalis is the first and only female ally to King Dainn because unfortunately the caribou king needs changeling spies in the other kingdoms and he had no choice but to let the changeling queen to be his ally and in return he sends a good number of mares to her hive to feast upon. The female changeling was wearing a green top that was tied on her breast and a long green skirt that stops at her hooves with a cut on the left side showing her hole covered leg.

Fancy Pants immediately gets off his chair and goes around his desk before goes down on one of his knees. "Queen Chrysalis it is a honor for you to be here." The unicorn stallion said.

"You may rise Fancy Pants." Queen Chrysalis said while two changeling bodyguards wearing purple armor came into the room. "As you already know that l am here to have a wonderful time in your business of yours. So l hope my order is ready."

"Yes your highness. Your room and the milf your chose for is all in ready." Then Fancy Pants hits a bell on his desk and a unicorn mare entered the room.

It was Sugar Belle wearing a red collar around her neck and a bump of bone where her horn used to be at. She was also wearing a light blue mini skirt with a cut in the middle showing her pussy lips, two light blue heart shaped stickers on her tits, and a pair of light blue elbow gloves on her arms. The unicorn mare was the new 'secretary' to Fancy Pants after her milf training was finish and she has 'served' night and day though the time she spend her new life at the Milf Breeding Grounds. "Hello master how may this slut serve you." The unicorn mare said while getting on her knees and bowing. She was getting dirty looks from the two changeling bodyguards.

"Sugar Belle take her majesty and her guards to the feast room. There they will have their 'meal'."

"At once master." Sugar Belle said while leading Queen Chrysalis and her bodyguards to their 'dinner'.
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After a few minutes Sugar Belle came to a stop on the fourth floor and in front of a room that had 'Feast Room' on the door. "Here it is your highness."

"Thank you Sugar Belle." Queen Chrysalis said while she use her hive mind coronation to her bodyguards to stand at both sides to the unicorn mare and they did so with hunger in their eyes. "I know the perfect 'tip' you should have." That when the two male drones grabbed Sugar Belle and teleported away to a private room of the hotel like building. Queen Chrysalis chuckled at that before she opens the door and closed it behind her. The room was the size like the rest of the rooms of the building but with changeling green paint on the walls and roof. There was changeling black carpet on the floor and in the middle of room there was a mare shaped table that was eagle spread size. And finally on top of the table was the former school teacher Cheerilee. The earth pony mare had both of her arms and legs spread above and under her while they were also strapped down on the table. The only thing Cheerilee was wearing was her red collar around her neck but that wasn't drew the changeling queen's attention. Queen Chrysalis was looking at food on Cheerilee's body.

There was whipped cream on top of the earth pony mare's boobs with two grapes where her tits are at, chocolate syrup covering her entire belly, a single pancake on her marehood with words made out of a lot of sprinkles saying 'Breeding Whore Forever', on her legs was peanut butter with banana slices, and on her arms are strawberry jam with a lot of cherries in a single row on both arms. Cheerilee all already know that she was going to the breeding slave to the changeling queen's pleasure and was ready to be a changeling foal factory for this day. "Hello my queen." Cheerilee said in a slutty voice. "This mare is ready for your service of the day.

"That l have no doubt that you will Whore." Queen Chrysalis said before she made her way to the table and puts her head above the earth pony mare's. "But before l have this meal, l like to have a different kind of meal." Then the changeling queen's lips smashed against Cheerilee's and the former school teacher moaned on contact. As they were still kissing Chrysalis use her magic to remove her clothing being completely naked for a second before her bottom half of her body was covered in green flames for three seconds. When the flames died down there was a caribou size cock between her legs and it was extremely hard with vines popping out which was a side effect of it being the changeling mating season. Soon the changeling queen broke the kiss with some love energy coming out of Cheerilee's mouth before going inside Chrysalis's mouth. "Ahh pony love is so juicy. Now let's see how good you are at blowjobs slut." Then with the earth pony mare being not ready for it the changeling queen thrusts her unnatural cock straight into the former school teacher's mouth. Cheerilee was caught completely by surprise when the huge thing was forcibly plunges into her throat making the earth pony mare gagged on the very large shaft. Queen Chrysalis wasted no time to begin thrusting in and out of the former school teacher's mouth as was getting a idea how to make this even more fun. She uses her shape shifting powers to make her forked tongue to become even longer before she uses it to lick on Cheerilee's whipped cream covered boobs. The changeling queen's tongue was lapping up all of the sweet cream before it's goes back into Chrysalis's mouth. She swallowed the sweet treat with a pleasant moan before she let's her tongue go back out and begins licking on the earth pony mare's breast again. After getting used to the huge shaft inside her throat Cheerilee was getting out a few moans because of the long forked tongue that was licking on her sensitive boobs. Queen Chrysalis mean while was enjoying the feeling of her cock being suck on by the earth pony mare's wonderful mouth so meant decided to buy this mare for her harem of breeding slaves.

Because of the changeling queen's cock inside her mouth Cheerilee was breathing in though her nose but by doing that she was also breathing the queen's pheromones that she was unleashing on purpose. The pheromones was starting to make the earth pony mare ever more horny with her tits getting very hard underneath the grapes or that the pancake was getting wet by her pussy juices but either way the pheromones was working their job of making the mare ready for breeding. Queen Chrysalis wanted love from the earth pony mare so she uses her forked tongue to grab the two grapes off of her tits and quickly swallows them both before she let's her tongue out again to wrap around Cheerilee's right tit to squeeze on it hard. The former school teacher begins to moan some when she feels one of her tits was being squeeze very hard which was some how making her even more horny. As all of the tongue licking attack on Cheerilee's breast was still going on Queen Chrysalis begins to groan a little as she can feel her huge cock was starting to twitch and also starting to get bigger making the changeling queen to grab the former school teacher by each side of her head and begins to doubling her thrusting. As for Cheerilee she can tell that her mistress was getting closer to cumming when she the changeling queen's cock was twitching just like a stallion's cock.

Soon after a couple more minutes Queen Chrysalis couldn't hold it anymore and unleashes a wave of green colored changeling cum straight into the earth pony mare's throat. Cheerilee can feel the changeling baby batter going inside her throat and her milf training kicked in of always take her owner's cum without protest. After a few minutes Queen Chrysalis stops her baby batter attack and pulls out her unnatural cock out of Cheerilee's mouth. "(sigh) That was a needed relief for a few minutes." Queen Chrysalis said as she made her way down the earth pony mare's body until she stops in front of the wet pancake. "I have always wondered what a sweet treat will taste like if it was covered in mare juices. Time to find out." Then like a frog she snatches the pancake with her forked tongue before she swallows it down with a gulp. It tasted wonderful to the changeling queen making her to can't hold her primal hunger back anymore. Queen Chrysalis dives straight into the former school teacher's pussy lips making Cheerilee to gasped in shock. The female changeling was tongue lashing each and single drop of pony mare pussy juices including some love energy. This new attack was making Cheerilee moan with each lick from her mistress's long tongue making the former school teacher to feel like she was being licked by a dragon instead. Queen Chrysalis was clearly enjoying her watery meal then she gets a idea that made her grin.

The changeling queen used her green colored magic to scooped up some of the peanut butter and some banana slices before she takes her tongue completely out of the earth pony mare's pussy lips and stuffs the food in her marehood. Cheerilee almost screamed at the top of her lungs when she feels the peanut butter and banana slices was stuffed into her private parts before she begins to moan again when the female changeling was once again doing her tongue attack. Queen Chrysalis was now tasting the peanut butter, banana slices, and the earth pony milf's pussy juices and it was extremely delicious that her hunger to tell her mind to go even deeper. The female changeling begins to let her forked tongue to go even deeper into the former school teacher's marehood all the way until the forked tongue made it inside the very womb of the earth pony milf's body. With the tongue lashing inside both of her pussy lips and womb Cheerilee was starting to feel a all too familiar feeling that was between her womb and stomach. Over back at Queen Chrysalis's side she can tell that the earth pony milf was getting close to cumming herself by the very loud moans she was giving and the very large amount of pussy juices she was spilling out of her marehood. Soon after four more licks Cheerilee let's out a pleasurable scream and cums straight into the female changeling's tongue and mouth.

Queen Chrysalis was now drinking down the whole liquid meal of mare juices with her tongue pushing it straight into her mouth before she swallows it down into her throat and stomach. After a couple of minutes of unleashing her pussy juices Cheerilee finally stops the rush of pleasure and was breathing in new fresh air. As for Queen Chrysalis she takes her whole forked tongue out of the earth pony milf's pussy lips before rising up onto her hooves. "Mmm you have a wonderful taste for a milf you slut." Queen Chrysalis said before she feels her cock was now extremely hard once again with the vines popping out. "But right now l can't hold it in anymore longer." Then the female changeling grabs hold of the former school teacher's hips before she thrusts her huge cock in the mare. Cheerilee screamed after she feels the huge shaft was going inside of her private area with the shaft kissing the entrance of her very womb. The changeling queen wasted no time thrusting her huge cock in and out of the former school teacher's pussy lips as her primal hunger was still in control of her pleasurable body systems. Queen Chrysalis thrust like a maniac in a brothel as her huge cock was spreading the earth pony milf's pussy walls beyond belief. As for Cheerilee she moaning with each thrust into her pussy lips and she was also happy that she has a cock inside of her. The last time she was being rutted like a wild animal was actually over two years ago after she give birth to a pair of earth pony twin fillies after she was impregnated by her former master, Big Macintosh, and spend two years of milf training in the basement of her new home.

But right now the former school teacher was feeling like the happiest mare alive as she continues to moan her head off. Mean while at the female changeling side she feels like a school boy who drugged his female teacher and was fucking her with a vengeance. With each thrust inwards Queen Chrysalis can feel her shaft was being squeezed down by the earth pony mare's pussy walls and that only made the changeling queen to make long and deep thrusts. When Cheerilee feels the long and deep thrusts it made her shuddered with pleasure as she knows that she wants to be like this forever. As much Queen Chrysalis wants to being the more powerful female in the room she knows that she can't remain of fucking the former school teacher as she knows that even that she is a ally to King Dainn she still doesn't trust him so she begins to double her thrusting into the earth pony mare's pussy lips. Cheerilee gasped when the doubling began and she can also feel that all too familiar feeling around between her womb and stomach again. Queen Chrysalis can once again tell the the milf was getting close to cumming again and the female changeling can feel her body system wasn't that fall behind earthier. Soon both the female changeling and the former school teacher couldn't hold it anymore as they both cum at the same time. Queen Chrysalis unleash her changeling baby batter into the earth pony mare's womb as it was also mixing with Cheerilee's mare cum as she was screaming with all of the air from her lungs. After what felt like forever Queen Chrysalis stops cumming into the earth pony milf and Cheerilee stops her cumming over her mistress's cock. Soon the female changeling pulls out her shaft and can see that the earth pony mare was out like a light. Queen Chrysalis thought it was best to leave the mare like that as she got her clothes back on and leaves out the room with a smile on her face.
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NINE MONTHS LATER OUTSIDE THE CHANGELING HIVE

Queen Chrysalis along with a company of changeling soldiers was helping out a group of stallions and caribou bulls who was delivering small baby changelings to the hive. The baby changelings are from the Milf Breeding Grounds most of them and all of them was fast asleep. As for Queen Chrysalis she was holding one that was wrapped in a green blanket and this one was from the former school teacher that she impregnated. Queen Chrysalis just signs at the sight of the future changelings to come in the most perfect world for her own kind.


Author's Note

HAPPY THANKSGIVING 🍗

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