Dusk Shine saves Equestria, sort of

by Infatuation

Rating: mature
Tags: Queen Chrysalis, Daybreaker, Sex, Twilight Sparkle, Anthro, My Little Pony: Friendship is Magic, Nightmare Moon, Porn, Fetish, King Sombra
Length: 17892

Dusk's got a pretty fat cock, and four amazon-sized, curvy villainesses are about to get the dicking of their lifetime. They're not actually that evil, just starved for some good sex, really.

When you're a towering, cranky, and dangerously curvy villainess, finding any stallion capable of keeping up with your alicorn-sized libido is remarkably difficult.

Luckily, Dusk Shine's got a pretty fat cock, and Umbra, Chrysalis, Nightmare Moon and—at last but not least—Daybreaker are about to be on its receiving end. Maybe that will be enough to set things right, and foil their plans to take over Equestria once and for all.

From this story you can expect: r63. Amazon-sized, stupidly stacked villainesses. Titfucking/Paizuri/Boobjobs. Powerbottoming, and light-hearted bullying and teasing, while Dusk slowly manages to assert himself and take a more dominant position. Excessive amounts of semen, cum inflation, and frankly ridiculous amounts of stamina. Breeding stuff. As they take their turns Dusk might just figure out how to turn the tables, even! Maybe.

This is blatant smut. Definitely somewhat influenced by Buster Knutt's and Frocto's writing.

Foreplay: Enter Horatio.
Umbra: Snu-snu.
Chrysalis: Titfucking & shameless disguises.
Nightmare Moon: Turning the tables.
Daybreaker: Merciless mommydomming.

Cover art: Credits to Chrysalisdraws, King-Kakapo, and to whoever made the eggplant emoji. I edited the picture myself.

This story was a commission, and the commissioner would like to remain anonymous.

Published 2022-05-03 19:20:00 UTC
Last updated 2022-05-07 21:22:42 UTC

1 — Foreplay

Author's Note

Hi! More chapters tomorrow. I hope you enjoy the story! Let me know if you did, or if you have criticisms, or if you just found a typo. :twilightsmile:

1 — Foreplay

Equestria had been conquered.

Even the Elements of Harmony had been helpless against the overwhelming combined might of its greatest enemies, who just so happened to be amazon-sized, gorgeous mares with curves which could very well be classified as weapons.

Daybreaker. Nightmare Moon. Queen Umbra. Queen Chrysalis.

The four conquerors—heavy-chested, utterly dangerous mares, the smallest of them clocking in at 9' tall, and only getting bigger from there—surrounded the massive oaken table that represented the core of what had once been Princess Celestia’s room for urgent political planning and action. A detailed map of Equestria and its neighboring regions had been set into the table. The room was well-lit, with large windows providing all the light that was needed.

For now, anyway. Daybreaker and Nightmare Moon had formed an uneasy alliance, but there was no doubt that—sooner or later—they’d start squabbling about the whole ‘eternal day’ vs. ‘eternal night’ thing, and neither of them would be willing to make any concessions. The scorching hot sun stood high in the sky, partially covered by the moon, a sign representing their truce.

But for the time being none of that mattered.

It was time for the winners to claim the spoils of war, and divide Equestria between them. Each of them was more than ready to use every trick in the book to ensure that she’d come out ahead.

Mere minutes in they were already bickering, huffing, and squabbling. Daybreaker and Nightmare Moon both wanted Canterlot, and similarly neither Umbra nor Chrysalis were willing to give up their claim on the Crystal Empire, nor on the pretty pink pony princess contained within. This was going to take a while.

But unfortunately for them, their important meeting was about to have an unscheduled interruption, for that was when the alicorn-sized double doors slammed open, and a familiar voice echoed through the hall.

“You will NOT get away with this!”

The hissing and bickering stopped. Four heads turned towards the entrance, staring at the stallion brave, bold, and stupid enough to challenge their rule. Said stallion found himself staring up at a set of towering villains—none of whom seemed even remotely concerned about the intruder. No wonder. Mares like them devoured stallions of his size for breakfast.

The raised eyebrows and upturned lips suggested that, if anything, they were glad someone had come to interrupt their bickering.

Dusk Shine. The Element of Magic. The stallion who had somehow thwarted their plans again, and again, and again over the years, usually using 'the magic of friendship' or some other nonsensical, underhanded hogwash.

That he'd come to present himself on a silver platter merely meant that they wouldn't have to hunt him down.

Empress Daybreaker stirred her cup of tea. She stared right at Dusk. Dusk stared back. She smirked.

Queen Umbra was the first to speak. "Go on." She seemed utterly unimpressed. Almost bored, even.

The answer caught Dusk off-guard, but he just stomped his hoof and retained his combative stance, then directed his voice at Daybreaker.

"Princess Celestia! Please! I don't know what they've done to you, but...but...I know that you're still in there! You remember me, right? Together we can fix all of this!"

His defiant shout was met with deafening silence.

Laughter followed. Daybreaker's laughter was shrill, maniacal distortion of Celestia's, and shook Dusk to the bone. He winced.

"Please, Celestia...you can't be serious, I know that...you're still in there, and..."

"You really have no idea, do you?" Daybreaker regarded him with a look, she seemed almost disappointed by his demeanor. "Oh Dusk, your naivety is almost remarkable. I chose this. But..." Daybreaker licked her lips. "Don't worry. I'll make sure to take excellent care of my little student, even as the rest of Canterlot burns down until nothing but ash is left."

Dusk Shine wilted in front of them. He'd known that this was going to be difficult, but he really was completely and utterly outmatched. Surely Daybreaker was just lying to him, toying with him to break his spirit...or...or...maybe he was completely right, and Celestia was just putting on an act, and waiting for the right time to strike? He had to stay strong.

Maybe an opportunity would present itself. Or maybe he'd just have to wait for the right moment, flee, and try to retake the Elements of Harmony or free his friends.

Dusk took a few deep, deep breaths and gathered his courage. His eyes darted from mare to mare.

Nightmare Moon. The mare in the moon regarded Dusk with a wide, toothy grin. Her fangs glistened. Her slitted eyes were glued to Dusk’s. If she’d be able to get her hands on him, she’d turn his life into a living nightmare, that much was clear.

There was just one minor issue.

Nightmare Moon’s ‘bone-chilling’ look was completely and utterly undermined by the fact that every single inch of her voluptuous body oozed with exaggerated, dick-stiffening sexuality. From the long legs, fertile thighs and chair-straining ass, to the utterly absurd pair of heaving, barely-hidden tits, Nightmare Moon looked like a teenage colt’s perverted fantasy, not like a terrifying dream spectre.

The fact that she was overcompensating for her past as the 'lesser sister' by showing far, far more skin than was necessary didn’t help either.

Where Luna had always been smaller, ‘lesser’ than her sister, Nightmare Moon one-upped her in every single regard, and her presentation was shameless and confident, well-aware that she could keep up with Princess Celestia with ease. She was sitting on Luna’s old chair, and her demanding hips threatened to cause irreversible damage to its frame. Her breasts were several times as big as her head, and bulged past the rim of the flimsy piece of cloth that carried them. The outline of her nipples hinted through the fabric.

Every jet-black inch of her voluptuous body oozed with femininity, as if to taunt admirers with what they would never get to touch.

Dusk barely even managed to tear his eyes away from her.

Queen Umbra was leaning against a pillar, her body making it more than clear that she was every bit the warrior she presented herself as. Her arms were crossed beneath her bust, putting further emphasis on her large tits. Not quite as stacked as Nightmare Moon—or any of the mares, for that matter—but everything about her just radiated with strength. This was a mare who trained rigorously, and who’d put more effort into maintaining her body than Princess Celestia ever had. This was a mare who could armwrestle stallions into submission using a fraction of her strength, crush stones to dust between her thighs, and who—in spite of all that—still practically oozed of fertility and femininity. The embodiment of both a goddess of war and fertility, she would make for a prime broodmare, if she ever let someone knock her up. As Dusk entered she merely cocked a brow, and stayed silent. She had no need to ‘show off’, or to be the first to confront their challenger.

Queen Chrysalis had no such qualms. She sat opposite to Nightmare Moon, and had swiveled towards Dusk as he’d entered. She chittered with delight, and stared Dusk down with the suggestive look of a succubus, daring him to make eye-contact.

Sensuality was her domain, after all, and every inch of her body dripped with unrestrained sexuality, the kind of greedy, selfish libido that left stallions sucked dry and hollow.

Her hourglass was about as exaggerated as Nightmare’s, but Chrysalis was even more top heavy. In fact, Dusk could’ve sworn that—the instant she’d seen him enter—her obscene breasts had grown even bigger, as if the changeling queen just had to be the single bustiest mare in the room as long as a potential victim was present. Her top strained, and looked to be on the verge of tearing apart, but that didn’t seem to bother her. Chrysalis put her hands beneath her immense tits, lifting them with her palms, while the sheer amount of wobbling breastmeat threatened to smother her fingers completely. She spread her legs, and let out an amused coo, wondering what it’d take to make Dusk respond to her teasing.

Even Nightmare Moon’s appearance had a certain regality to it; Chrysalis’ could merely be described as pornographic.

That left Daybreaker.

The sun goddess sat at the end of the table, facing Dusk. Everything about her radiated with nature-given power and confidence. Her fingers formed a tent. The air surrounding her wobbled with warmth, heated up by her fiery, billowing mane.

Princess Celestia had always been the poster child of a fertility goddess, but Daybreaker had several cup sizes on her, and her breasts firmly rested on her end of the table. Her gold-orange outfit accentuated her curves, and the milk that dribbled from her nipples had left moist patches in the fabric. Where Celestia’s presence was warm and put you at ease, Daybreaker’s threatened to smother you with heat, and felt like a wildfire that might grow out of control the instant you weren’t paying attention.

She stared at Dusk with an arrogant sneer. Dusk remained defiant. C-c'mon Celestia, I know that you're still in there...!

Silence.

None of them had been concerned in the first place, and his exchange with Daybreaker had merely left the villains more certain of their inevitable victory.

Daybreaker looked amused. Umbra regarded him with a calculating glare, her posture relaxing the instant it was clear that he’d come alone. She evidently didn’t view him as a threat. Queen Chrysalis made an obscene gesture. The only one who looked even remotely annoyed by Dusk’s presence was Nightmare Moon, and she merely sneered at him, staring at him with the kind of disgust most mares reserved for rats or insects.

“You are NOT going to get away with this!” Dusk repeated. His voice had lost some of its righteous fury. “Talk to me! Y-you don’t need to do this! I am not here to fight, I just want to help you! Celesta, I don't know what they have done to you, but...” He swallowed nervously. He really was utterly and completely outnumbered. They had already captured his friends, and the Elements of Harmony, and now he was all alone, facing a threat greater than he ever could have imagined.

“We will see about that, worm.” Nightmare Moon yanked Dusk into the air with a wink of her magic. He dangled in front of the villains like a puppet.

Before Dusk had any chance to free himself, Daybreaker sealed his magic. She’d trained him for over half his life, and knew him in and out. Putting an impenetrable barrier between Dusk’s will and his arcane power was as easy as taking candy from a foal.

Fuck.

His gaze fell onto Daybreaker, squirming and dangling in the air, and hoping that—deep down—Princess Celestia was still there and going to save him. “Celestia, please! L-Luna!”

“Silence, worm. The only reason why you still have your tongue is that you’re more useful whole.” Nightmare Moon licked her lips, sharp teeth glinting in the light. She was enjoying this. Seeing him squirm. “We have not forgotten about your transgression. A thousand years of banishment is far too gentle a punishment."

Dusk squirmed. “Look, I don’t want to fight! Let us just talk this out, and—”

Nightmare turned to the others, and sneered at Daybreaker. “...This is your student? Your strongest? We have clearly overestimated him. Look at him now. He’s weak. Effeminate. Half as tall as We are. He has come here alone, without a plan, evidently believing things will somehow turn out in his favor. Hah!”

Nightmare Moon shook her head.

Umbra let out a snort. “Imprison him. We have more important matters to attend to. If you really want to waste your time toying with a colt rather than expanding your realm, do it when it's not wasting my time."

Nightmare Moon hissed.

Queen Chrysalis quickly chimed in. “Wait. I want to see him squirm first. Sorry for wasting your val~uable time, Umby, buuut a changeling queen has needs."

Her horn glowed up, and Dusk felt the grip of her magic. She was tugging at him, or rather at his clothes.

"Wait, don't..."

Queen Chrysalis merely licked her fangs, admiring the sight of their prisoner dangling above them.

"Or what, colt? Are you worried I'll tell all of Equestria just how..." She smacked her lips. "...little of a stallion their prince truly is?"

Chrysalis was dead-set on humiliating him. Dusk’s clothes were torn to shreds, the tatters falling towards the floor.

Several jaws dropped.

Oh no, he's hung.

The villains found themselves staring at what could only be described as the biggest, fattest horsecock anyone of them had ever seen, which—considering their combined age and experience—said a lot. The monster swaying between his legs was record-shattering, a veritable third leg that looked utterly out of place on his otherwise ordinary body.

Four sets of eyes were glued to their victim’s stallionhood, trailing along its obscene girth down towards the flare. Even at its thinnest point it was thicker than one of his arms, and the medial ring and flare each had an additional inch of womb-scraping thickness. It was veiny, virile, and utterly masculine, in stark contrast to its owner, who could nearly pass for a petite mare on a good day.

It was as if every little bit of Dusk’s masculinity had gone straight towards his cock, leaving just about nothing for the rest of the femcolt. The flare hung well beyond his knees. Each of his balls looked swollen with pent-up, repressed virility.

Alicorn-virility.

The villains were looking at his dick. Really, looking wasn’t the right word: Stared was more like it. Awkward silence had fallen over the room, as the towering villain-bitches struggled to come to terms with this new reality.

As a terrifying 9'+ tall villain bitch, your options when it came to sexual partners were surprisingly limited. Sure, technically you get to pick any stallion you fancy, and he'll have no choice but to work as hard as he can to please you...It's just that the ordinary stallion just doesn't have the stamina to keep up. He'll either tap out, or he's going to be too terrified to even get it up in the first place. Neither made for a satisfying experience.

And that's not even accounting for the fact that most were just far too woefully equipped to handle an amazon-sized villain bitch that eats stallions like him for breakfast.

All four of them were thinking the same thing.

This stupidly fat beast of a dick might just be enough to scratch that itch.

It is not much of a surprise that mares like them—proper, haughty villains through-and-through—generally come with a sexual appetite that puts dragons in heat to shame. If you're used to a court of groveling servants, and to having every little of your greedy whims satisfied at a single of your words, then the utter lack of half-decent stallion-dick out there was nothing short of infuriating. It's no wonder that—among the many stories ponies share about them—those of say, Nightmare Moon "taming" entire barracks of stallions throughout hours upon hours of shameless sex were amongst the most popular and terrifying ones. And needless to say, every single of these tales ended with a ominous "...And even that was not enough to sate her."

Consequently, any stallion remotely capable of keeping up in the bedroom was more than just a potential mate, he was a trophy, and worth his weight in gold. A villain bitch was not going to be satisfied with anything less than the best.

As for Dusk, well...if this was 'the best', then he was lacking. Safe for the monumental pillar of a horsecock swaying between his thighs, he looked like he would break apart the instant one of them played rough, which was not a good sign.

Really, he barely looked like a proper stallion at all. He looked like a nerd. An ordinary, outright girly 'colt' of a stallion, whose pelvis was presumably going to shatter into a thousand pieces the instant they decided to take his immense, womb-knocking horsecock for a ride.

But naturally, for now none of them were willing to admit that they’d want Dusk as their share of the spoils of war. That’d merely make bargaining more difficult.

Queen Chrysalis licked her lips. She’d had minotaurs before, but this here put even them to shame. Dusk was about as big without even being hard. She pulled her gaze away from his cock, and stared towards the other mares. They exchanged a few glances. There was a hint of a blush on Nightmare’s cheeks. Umbra looked as stern as ever. Daybreaker looked smug, visibly amused that her (former?) student had managed to leave an impact.

“Enough.” Queen Umbra wrinkled her nose. “I don’t know what all of you are gawking at, but I’m not here to stare at some stallion’s dick.” She said, while continuing to stare at his dick.

The warrior queen stepped closer to him, look as stern as always. The others watched. Chrysalis pouted.

Umbra sneered. “Really? Is this why you picked him as your student, Celes— Daybreaker?” She threw the solar goddess a glare. “Pfffthah. I knew that you’re a slave to your lower instincts, Sunwhore. They tell stories of your cake-escapades all across the world.”

Her fingers tightened around Dusk’s cock, but struggled to fully wrap around his girth, much to the queen’s frustration, and suppressed excitement.

“But. If this is the metric which you use to pick your students, then you’re even lower than I thought.” Umbra shook her mane. “Well? Do you have anything to say for yourself before I, ah, escort your ‘boytoy’ to the dungeons?”

Chrysalis cocked a brow as Umbra mentioned that she would be the one to take Dusk there.

Daybreaker, on the other hand, just smacked her lips with amusement. As serene, lofty, superior as ever. She spoke a sweet, shameless sentence, masterfully crafted to hit Umbra’s insecurities.

“You couldn’t handle him.”

Chrysalis let out a gasp. Umbra’s entire body stiffened dangerously. Oh no you didn’t. Her grip tightened even further around Dusk’s shaft. “There is nothing and no one who can match me, you degenerate, indulgent skank. I will break him in half.”

Daybreaker took a sip from her tea. She seemed amused. “Prove it, then.” Her grin was daring.

Dusk squeaked. “C-celestia, wha—!”

Umbra’s muscles tightened. She clenched her teeth. She was not going to let this utter disrespect stand. She’d wrecked countless stallions before. She’d ridden them until they couldn’t get it up for weeks, and needed medical attention to fix their shattered pelvis. The snu-snu was eternal. And not once any single one of them had managed to bring her to her peak. She was better than that. She was a warrior. A warlord. She was surely above such obscene, filthy desires, and she was not a slave to her own lust. Stallions were nothing compared to her.

No, if she had sex, then it was to conquer. Fattest cock she had ever seen or not, she was going to ride Dusk until he broke, and show these mares what true strength looked like. Then she’d claim him as hers, and the Crystal Empire on top of that.

“Oh, trust me. I will.”

Dusk squirmed. Oh no. His most shameful, horniest fetishes were coming true.

“Celestia? You can’t be serious, right? ...right?”

Daybreaker cocked a brow. She spoke, and this time perfectly mimicked Celestia’s warm, friendly voice.

“You heard me, Dusk. You’re not trying to run from your responsibilities, are you?”

Dusk winced. “N-no, princess.”

Hearing Celestia’s voice had thrown him off. Was it all an act, or was some of Celestia’s kind, good nature really coming through? Did she really want him to...?

“Now...be my good little student and show Queen Umbra what you’re made of. You can take her,” she cooed. “Besides. You want to, don’t you? Or do you really think I wouldn’t know what my lovely, adorable little ‘boytoy’—as Umbra put it—of a student fantasizes over? I kn~ow everything, Dusk. Don’t underestimate The Sun.”

Daybreaker took a dramatic pause. "And if you—against all possible odds, my little Duskie—manage to beat Queen Umbra, and any other mare who ah, might dare to 'challenge' you, then who knows, we might even let you go."

Dusk shuddered. His cheeks were flushed red with embarrassment. He nodded. His dick twitched with need. All that humiliation merely fueled his stubborn libido.

Daybreaker’s haughty snarl returned.

“That’s a good boy.”

Queen Umbra rolled her eyes. “Stop wasting my time."

She cracked her knuckles, and stared right into Dusk’s eyes. His dick twitched.

“Mine. I will break you in half.”

2 — Umbra

Umbra marehandled Dusk into submission.

It was easy, laughably easy, and now that Daybreaker had dared her to prove herself, she had an excellent reason to pin Dusk down, and ride his stupid, fat dick until he begged for mercy. Daybreaker was going to eat her words. 'You couldn't handle him.' Hah! She'd show her.

And maybe, just maybe finally get some relief. It'd been ages.

The towering queen loomed over Dusk. He was dangling in the grip of her magic, and his half-hard stallionhood was stiffening as Umbra felt it up, her surprisingly soft fingers stroking across the surface. Almost all of her clothes disappeared in a puff of smoke, leaving nothing but some regalia behind.

Umbra released her grip on his shaft, and cracked her knuckles.

She’d wrestled with minotaurs before, and those packed five times as much muscle mass as Dusk did in his wildest dreams. He was nothing but a doll in her hands, a toy, and it pleased her. Hah! Really, this was the best Equestria had to offer? An alicorn, even? Even Princess Cadance looked more intimidating than him, and she was pink, and had probably never wielded a sword in her entire life. All Dusk had was his magic—which Daybreaker had taken from him—and his stupid, fat dick, whose mere existence was an affront to marekind across the globe.

Dusk tried his best not to wince as her fingers returned to his shaft, and gave it another squeeze, harder this time. With almost, but not quite enough strength to be painful.

“You feel that, colt?” She spat the last word out. “I will tame you.” She sneered. “And on the off-chance that you can handle me without breaking like a twig...ahahah, I’m sure my friends will let you go.” That was, obviously, just a taunt. They wouldn’t, and besides, Umbra knew that she was going to win.

Dusk squirmed. Umbra stared at him. “Did you hear me? I will tame you.” She squeezed, and stroked his cock with slow, steady movements. It twitched. “You stallions are all the same. You say that you’re here to fight, and yet you’re already getting hard, controlled by your instincts like a mere animal. Hah."

Queen Umbra was used to having full control of the situation, and the ‘amazon style’ position—an old favorite of hers—provided exactly that. She flipped Dusk around, and left him dangling upside down, suspended from his hooves. Dusk squeaked as the magical grip on his upper body vanished and he was tipped backwards. He had just barely enough time to throw his arms down, and keep his head from bumping against the floor.

Umbra grabbed him by the ankles. This left Dusk right where she wanted. Upside down, his upper back on the floor, and his fat, stiffening dick standing tall and proud, protruding from between his legs, just waiting for Umbra to ride him until his pelvis shattered.

“C’mooon, this isn’t fair...! Let me...lemme go! Why won’t you just talk to me...! You can’t just...this is unfair if I can't even use my magic...!” Dusk huffed down below.

His legs wriggled in the air. No matter how much he squirmed, huffed and complained, the tight grip she had on his ankles kept Dusk firmly in place, and his fat dick right where she needed it.

Umbra didn’t exactly care. She had a point to make. She was going to make Daybreaker eat her words, and show her that this...this freak-dicked stallion and his stupid, fat dick were no match for her. She’d ride him until he broke, and Daybreaker would beg her to take mercy on him.

And...ugh. Fuck. The queen was annoyed at herself for thinking like that, but—for the first time in who knows how long—she’d found a stallion that packed enough heat to get her going. And he was an alicorn at that. She was going to enjoy this. As much of a wimp as this one was, he at least wasn’t begging for mercy yet.

She’d get a certain sense of satisfaction out of breaking Dusk in. She knew that the others—and Chrysalis first and foremost—were itching to get their claws on him. Hah! She’d make sure that he’d be so broken and drained that he’d struggle to get it up for a full week, denying that bug bitch her prize! This was going to be fun.

She squatted down over him, using a wink of her magic to align his flare with her pussy, and snarled. Dusk’s cock twitched, and stiffened fully. It certainly wasn’t the first time a mare was taking him like this, and the glowing heat of Umbra’s cunt a mere inch from his flare was all his cock needed.

Nor did it help that he was forced to stare up at her, at inch-after-inch of firm, well-developed abs, followed by a set of massive tits which heaved with every of the queen’s movements.

If this was how he’d have to fight her, then really, Dusk would happily do so. There were fates worse than sex.

Dusk’s flare ground against her opening, and much to Umbra’s annoyance,it took a good few tries just to even get his flare into her. As it finally popped into her cunt, the warlord let out a satisfied snarl. “Remember this, colt. Your cock will never feel the same after this.”

She lowered herself for a first, then a second ‘thrust’, and started to ride his cock with the fast-paced aggression one would expect from her. No need to take this slowly, she was aiming for a quick victory. The precum which dribbled, gushed from Dusk’s flare provided all the lubrication they needed.

Queen Chrysalis gasped in the background, and mouthed an amazed "Woah. Look, she is really doing it!"

Barely a dozen thrusts in, and Dusk’s brute-ish, thick flare was spreading Umbra's folds to their limits, and suddenly battered against her cervix. The warlord gritted her teeth. She knew that he was hung, but uh, the fact that he'd bottomed-out inside of her was a little embarrassing. Embarrassing, and hot. Most stallions were hardly equipped to handle a mare of her towering stature.

But she was stretchy, flexible, well-trained. This was nothing she wasn't able to handle.

Smack. Smack. Smack.

Her breath became heavier as her hips finally smacked against his crotch. Down below Dusk’s hands dug into the floor, scrambling and struggling while the warrior queen used him as a dildo.

Smack. Smack. Smack.

She grunted. She could barely believe that he managed to stretch her out like that.

Smack. Smack. Smack...

Umbra’s breath was getting heavier, and slower. Sweet Celestia, it felt so fucking good. She’d missed this feeling. It’d been ages, decades, centuries since any stallion had managed to stretch her out like that.

And then suddenly, in the background, the changeling queen chittered and chirped. "Ohhh! Having fun, Umby?"

Umbra grunted. A vein on her forehead pulsed with annoyance.

Smack. Another thrust. Dusk mewled and panted, cheeks flushed. His dick twitched.

"Just tell me if you need help, Umby! I'm like, more than happy to help you out!"

Smack. Umbra ignored her. At least for a few moments, right up until Chrysalis chittered again. "C'mon Umbra, I knooow you can hear me. Tell me, how is his big, fat co—"

"WILL. YOU. JUST. SHUT. THE TARTARUS. UP. FOR. ONE. MOMENT." Umbra hissed back at her, her voice steaming with frustration, and a barely hidden amount of sheer, dick-induced lust and need. The changeling queen cackled and laughed, but Umbra had other worries right now.

Her hips battered against Dusk’s crotch, again, and the warrior queen had to clench her teeth to keep her words from transitioning into a loud, needy moan.

Smack...Smack...Smack!

She panted for a few moments, catching her breath as sweat dripped down her brow. Fuck. Fuck. Fuck. She wasn’t seriously getting into this, was she? Her bent legs quivered a little. Fuck. Don’t get too carried away, Umbra. He’s a stallion. He’s weak. It may have been a few centuries since you’ve had a good fuck, but you’re NOT going to start panting like a bitch now. Not in front of the others.

Smack. Smack. Smack.

And then the worst possible thing happened, and an orgasm rolled over her. Brutally, suddenly, with all the surprising intensity which you'd expect, considering it'd been ages since Umbra had any relief at all. Her movements got irregular, and her quivering, thick thighs wobbled dangerously. Fuck. Fuck. Fuckfuckfuckfuck. Umbra let out a moan, struggling to pass it off as a war cry. Sweat was dripping off her body.

A few moments later it was already over, and Umbra panted, struggling to return to her ordinary rhythm.

Fuck.

The queen was cursing her own pride, and then glared down at Dusk with a look somewhere between the pent-up lust of a mare in heat, and a contemptuous, frustrated glare which most mares reserved for particularly unpleasant, annoying insects.

“You...” Another pant. “You’re going to lose. You think you...can handle me? That you can defeat me like this? That you can just...just whip our your stupid, fat dick in front of us and somehow save Equestria? I will fucking...fucking destroy you.”

Her voice was quaking.

Dusk just squeaked in response, struggling to find something to hold onto on the marble floor, and utterly failing to find the right words to defend himself against that accusation. Not much of a surprise, considering that his body was well-occupied sustaining his stiff, twitching cock, preparing to spread his seed and bloat, bloat and bloat the villain-bitch who was still milking his dick.

Umbra’s brow merely furrowed further as Dusk stuttered some unintelligible stuff. The vice grip of the warlord’s sopping wet pussy flexed around his stupidly fat dong. He felt his balls tense up. Dusk clenched his teeth. His flare thickened.

Daybreaker chimed in. “...Struggling already, Umby? Losing your little fight?”

The warlord hissed. “Struggling? Hahahahaha! Hah!” Umbra snarled. “I am not fighting. He is nothing but—” Her hips crashed against him with a loud SMACK.”—an INSECT.” SMACK. “All I am doing...all I am doing is—” SMACK. “—C-CRUSHING him beneath my thighs, a-and—”

Umbra’s face contorted as the blunt rim of Dusk's flare ground against the walls of her pussy. A moment later the first thick, slimy rope of cum battered against the end of her womb, and filled her with heat.

The sheer impact was enough to make her hesitate for a few moments, her legs trembling. Then she resumed, riding the fat-dicked femcolt with ever-increasing ferocity. She was panting like a whore, another orgasm rocking her core, and a third one following shortly after. Her belly began to bloat with what could only be described as quantities of cum worthy of an alicorn.

“You’re not even trying to fight back. You’re just...ugh, lying there as I defeat you, and spilling your pathetic load! I will...hrf...I will crush your pelvis, you worm...! You and your stupid, fat, perfect, annoying dick! Hrrf...H-hah! Is that ALL you have?”

It was, in fact, not all Dusk had. At least when it came to the quantity of dense, womb-wrecking, mare-bloating and condom-bursting cum shooting from his flare in ever-increasing and utterly absurd amounts.

Splrtch. Sploartch. Glrrrk. Bloat.

The queen’s rock-hard six-pack turned into a cum-swollen, straining cum-gut as she continued to ride him, and Dusk wasn’t even done yet.

Every spurt added another inch to its rapidly increasing girth. It heaved along with her slowing movements, the added weight only reinforcing the sheer strength of her ‘thrusts’, as if her sole goal was to ride Dusk hard enough that the floor tiles cracked beneath them. Dusk himself struggled to keep it together, the tight, heavenly grip of the warlord’s struggling cunt milking his cock harder and harder.

But that didn’t change that Umbra stood no chance of wrapping this up with her dignity intact. It was just too fucking much. Seconds passed, and Dusk’s balls barely looked like they’d lost any of their heft, while the queen’s obscenely swollen belly reached the size of a beach ball, and then only grew bigger, and heavier.

The sheer pressure of backed-up jizz resulted in thick, slimy torrents of semen to burst from Umbra’s pussy. Her entire body were coated in a layer of sweat, her muscles felt more sore with every second that passed.

“Why...why aren’t you fighting back, you welp? ...ugh, you think getting me off matters? You think you’re winning? You think that I’ll come crawling for your fat, perfect, stupid dick and ride it again? Fuckfuckfuck...You’re MINE. I will ride you until you go soft, I will break you, and you will beg me to do it again.” This time the frustration in Umbra’s voice was palpable, and it wasn’t because Dusk wasn’t ‘fighting back’, no. It was his stupid, fat dick, and the fact that every single rope of semen that pumped from his flare made it more difficult for her to remain standing. The fact that she was breaking, losing, and panting like a bitch.

Her legs wobbled and shook. “Hah...A-and here I thought Celestia’s chosen student would at least put up a fight rather than—!”

Queen Umbra’s words faced into a high-pitched, surprisingly girly moan as another sudden, brutal orgasm rocked through her core. Her hips jackhammered against Dusk’s crotch, legs trembling dangerously as she lost control of the rhythm. Another orgasm hit her a few moments later, and then another, as years of suppressing her own needs finally caught up with her.

Umbra panted like a bitch, her tongue lolling from her mouth. “G-guh...f-fuck...y-you...so good...M-more...”

She released Dusk’s ankles to hold on to her obscenely swollen, cum-bloated belly, and then finally collapsed right onto her semen-stuffed gut, luckily managing not to smother him beneath her body.

A torrent of jizz burst from her cunt as Dusk’s cock left her body. Swollen like a condom, and now utterly knocked-out and—in all likelihood—utterly pregnant.

Dusk himself caught his breath, and stumbled onto his hooves, lesser ropes of semen still pumping from his flare. Still half-hard. His nuts looked pent-up and swollen, as if the fact that a towering, amazon-like unicorn bitch just turned herself into a living condom to milk his cock had still left him with plenty to spare.

He hadn't exactly expected to come out of this with his pelvis intact. His legs were still trembling a little. Dusk took a deep breath, and turned towards the remaining villains who—eyes wide open, jaws dropped, cheeks flushed—needed a moment to realize that Dusk was looking in their direction, and then immediately began to play it cool. Nightmare Moon coughed, struggling to hide her blatant arousal. Daybreaker seemed remarkably interested in the pattern of her tea cup. Chrysalis just licked her lips.

It was funny how none of them even bothered to check up on Umbra, now that she'd been reduced to a cum-swollen, pregnant mess. Well, there was no need to. Her pride had taken the worst hit.

Dusk wiped the sweat off his forehead. He'd expected one of them to take control of the conversation, but seeing that they didn't, he made his move. “O-okay...so...” He panted. “I-I win, right? We can talk now, right?” He wasn't sure why he even bothered to ask.

Queen Chrysalis chortled, and stared at Dusk with a look that suggested: 'Oh please, as if you don't know that I am going to throw myself at your dick now.'

Dusk huffed. "Let me guess, you want to—"

Chrysalis chittered. "Yes. I want a piece of that. It's no wonder Umbra couldn't handle it. She's a warrior. Lust is my domain, and I want your fat, virile dick as my slave. I just know that you'll give me the strongest changeling brood the world has ever seen after I edged you for a few weeks straight. Isn't that right, Dusky?"

Dusk let out a sigh. Hearing that nickname from her almost made him cringe.

Well, it's not like he had options here considering that the changeling queen had left her seat, and was already crawling closer to get a piece of him. Besides, she was pretty hot. With a bit of luck this was going to work out, somehow.

“Hrmf. I don’t really have a choice, do I?”

“Correct.”

If that’s what he had to do to save Equestria, then so be it. If he had somehow been able to handle Umbra, then Chrysalis hopefully wasn't going to be much worse.

“...Alright, fine. Let’s get to it, then.”

The subtle tremor in Dusk's voice told Chrysalis all she needed to know. He'd gained some confidence after his 'victory' over Umbra, but was nervous, and trying to play it cool. No wonder. Most people were nervous when it came to letting a changeling (a changeling queen, even!) close to their private parts. Especially when a certain changeling queen was absolutely determined not to let you go.

The changeling queen snickered. "Oh, trying to play it cool, little one? Trying to act all big and tough, as though you're not terrified of me?"

Her 'prey' had just enough willpower to deny her a response, and merely stared up at her, defiantly, while the towering changeling queen crossed her arms beneath her absurd bustline. She cocked a brow.

Chrysalis’ gaze drifted lower and lower towards the “alicorn boytoy’s” swollen nutsack, and half-hard dick. Her nostrils flared, taking in his scent. No matter. She'd wring a massive, potent load of alicorn semen from Dusk’s pendulous seedpods, and convince herself of his prowess first hand either way.

He was going to pant and squirm soon enough.

Chrysalis stepped closer, hips swaying intentionally and provocatively, with all the skill of a model on the catwalk. Or a porn star.

“I will drain you. You’ll be putty in my hands once I’m done. You’ll be addicted to me. Hah, I will fry your brain with so much pleasure that you’ll struggle to talk. And if not...mf, I'm sure the changeling brood which I'll wring from your balls will be all the reward I need. Deep, deep down you’re just a horny, big-dicked stallion who'll give in and lose like so many others have before."

3 — Chrysalis

So much tiddy.

Chrysalis had practically thrown herself at him, pinned him down, and smothered his shaft between her absurd set of reality-defying breasts.

For many stallions, receiving a titjob by Queen Chrysalis herself was a shameful fantasy come true, and Dusk Shine was no exception. The primary difference was that—in his case—the future of Equestria was at stake. Or something like that. He honestly wasn't even sure anymore, Chrysalis in particular just seemed unabashedly horny. With a bit of luck drawn-out prolonged sex would—at the very least—distract them enough that he'd be able to figure something out.

Dusk was more than happy to cooperate for the time being. His victory over Queen Umbra had given him some confidence.

He huffed, groaned as the changeling queen began to jerk him off with her breasts. She had him pinned down with her sheer weight, just to let him know how easy it’d be to overpower him if necessary.

Without his magic he was helpless, after all, and he didn't have his friends with him either! All he had was his brain, and his big, stupid dong, and was up against a changeling queen who certainly knew how to use her pornographic assets to her own advantage.

Dusk’s hands dug into Chrysalis’ mounds. His fingers dug deep into her dark, heaving mountains of titmeat, swallowed by her squishy flesh. The changeling queen chortled. Even if Dusk were to try to free himself, just about all he had were his hands, and any attempts to push her off would amount to little more than a breast massage.

The changeling queen’s face loomed over her bustline, her bifurcated tongue uncurling from her maw. Spit dribbled across her quaking breasts.

“Hah...hah...I’ve been waiting for this moment. Do you know why, Dusk?”

Her tongue darted across her fangs.

Dusk stared at her. “...Revenge?”

Chrysalis grinned.

“You’d think so, but no. The truth is that I’ve always wanted to suck you off.”

Dusk’s cock lurched at her words. The stallion attached to it flushed. There was something strangely hot about hearing her say it, even in the situation he was in.

The queen intensified her efforts, and began to milk him with slow, steady movements. Her breath was deep and heavy, and she seemed to brim with unusual excitement. Even with breasts big enough to tame minotaurs, Dusk’s hardening, precum-gushing horsecock provided a special sort of challenge. Its flare escaped the grasp of her mounds, and towered in front of her face.

“Ohh...~! You like that, don’t you, Dusky?” she cooed. “To hear that I—a changeling queen, your enemy—would love nothing more than to blow you, and drain your heavy, swollen balls. That I’ve dreamt of doing it. That I’ve thought about how I will do it, and how to ensure you’ll love every single moment of it.”

Dusk’s shaft pulsed again, shuddering with increasing vigor.

Oh no, she's good.

A whole lot more style than Umbra, too. Umbra had been nothing but raw strength.

“Of course you like that. I read you like an open book. I can see every single of your shameful, obscene fetishes.”

Her tongue slid from her mouth, and wriggled in front of her mouth, like that of a snake.

Dusk grit his teeth, struggling to suppress a horny mewl. The changeling queen knew what she was doing. His cock was trapped within her cleavage, and her breasts came smacking, and thwacking onto his crotch over and over again. Her rhythm was steady and relaxed. She had no reason to hurry. Dusk held on to her breasts, and no amount of groping, squeezing, and grabbing, even pinching was enough to slow Chrysalis down or break her rhythm. His cock trembled and twitched.

Chrysalis giggled.

“Good boy. Feel me up. You’re already getting close, maybe I should slow down a little. Wouldn’t want to empty you out too quickly, hm? It’s no wonder. Not once in my life I’ve seen a stallion with such a fixation on tits.”

Dusk whiiiined pathetically. “N-not true! Most stallions like b-breasts! T-they’re a secondary sex characteristic, and...and...”

The changeling queen chortled. “Uh-huh.” She squeezed him harder, gently pressing her breasts against his twitching cock, tormenting him.

"It's really no wonder you'd develop a little fixation for breasts, with a certain, top-heavy cow named 'Celestia' teaching you day after day." As Dusk's twitched again, the changeling queen cooed with satisfaction. “See that, Dusk? You’re already giving in. You enjoy this a lot more than you know you should.”

Chrysalis changed her movements, and now lowered one of her breasts whenever she raised the other, gently massaging his girth. The precum pumping from his flare had flooded, and lubricated her entire cleavage, and Chrysalis reveled in the delightful scent of her ‘appetizer’. Dusk’s grip on her breasts loosened, his hips trembled.

“You want to be mine. You’ll get anything you could ever want. I’ll be anyone who you could ever want me to be, and I will spoil you with boobjobs. Doesn’t that sound nice? Fufufu~”

“N-never! Do you really think that I’d betray all my friends just for sex?” Dusk huffed.

Chrysalis chortled. “No. I don’t.”

Dusk blinked.

“I'm not that stupid, Dusky. Even the best boobjob in the world isn't enough to make a stallion betray his friends, especially not while his mentor is watching. No, I'm just having my fun...and I know that you'll think about what happened today for years to come. And if we ever meet again, then you'll remember how good it felt, and you'll be weak, and needy."

She snarled a wide, toothy grin. Her tongue dropped from her mouth, and slimy changeling spit dribbled from the bifurcated tip. Long enough to fully wrap around his cock, and then some.

Green flames burst across the changeling queen’s surface. The changeling’s long, wriggly tongue retracted, and one split-second later Dusk was staring into the eyes of none other than Twilight Velvet. He nearly choked on his spit. Gone was the dick-teasing, love-draining monstrosity that had wreaked havoc on Canterlot, replaced by a near-perfect and considerably more stacked version of his mother.

The smile on her face was loving, gentle, and almost a little too perfect.

“G’Morning, Dusky Wusky~ You look like you had a bad, bad dream...You won’t mind if mommy helps you wind down and relax a little, do you?”

Before Dusk had any chance to react, his mother was gone and replaced by none other than the second most important motherly figure in his life: Princess Celestia. Heaving, soft mounds of tit squished and spoiled his cock. There were stallions who’d kill to get a boobjob by her, and it was easy to see why. This time “Celestia” didn’t even bother to pretend that she was anyone but herself. The look on her face was greedy, amused. She sneered. “How about this, Dusk? I’m sure you’ve dreamed of it many times before. Has to be awful to grow up around Princess Celestia, seeing her flaunt her curves for the masses. Going through puberty, seeing her every single day and never getting to dig your hands into her fat tits.”

Daybreaker coughed in the distance, and cleared her throat.

And then Celestia vanished, and Cadance took her place. Pretty pink pony princess, busty beyond belief and now lovingly gazing into Dusk’s eyes while massaging his cock. His foalsitter. Dusk’s cock twitched, and he let out a horny, pathetic little whine. He tore his eyes away, a deep blush on his cheeks.

“Oh? Is that what really sets you off? Your very own foalsitter going down on you? Fufufu~”

Chrysalis cleared her throat.

“I mean...” Her voice transformed, going from haughty and mighty to bubbly and cheerful. “Ohh~! I just knew you had a thing for me, Dusky~! Don’t worry, Shiny never has to know...” Cadance cooed up at him, and hefted his pent-up, swollen balls. She cooed as they gurgled and churned for her, bloated with untold amounts of seed—cum that was just waiting to be used for the next brood of changelings.

“Ohhh, Dusky...You’re so, so pent-up...I really need to help you wind down a little, riiiight~?” Cadance giggled her trademark giggle. Below the surface, Chrysalis fed on river of lust flowing from Dusk towards her. Cadance leaned in and placed a doting kiss against Dusk’s flare. “You don’t mind, do you? I knew you wouldn’t. You ~love~ me, after all. And you’ve thought so many times about what it’d be like to ~fuck~ me...”

Cadance giggled again.

This was easy. Dusk was putty in her hands. At this rate he was going to give in after all. Shameless, endless hedonism day after day, while her changeling brood conquered the world. She could feel his cock twitch. Many stallions would’ve given in long ago.

Cadance pampered Dusk’s flare with another kiss, jerking him off with slow, gentle movements.

“Dusky~? I ~love~ you.”

And then, suddenly, she squeaked.

“Cadance” went cross-eyed, staring at the pair of hands that had just wrapped around her horn.

A certain purple stallion had thrown himself towards her, grabbed her by the horn and yanked the disguised changeling queen closer, forcing her muzzle to smack right against his cock. He panted, struggling to even get words past his lips. Sweet Celestia, he felt so blueballed. So full.

Using the horniness of his teenage self against him just wasn’t fair.

His flare bumped against Cadance’s snout, smearing it with pre. Cadance stared up with wide open eyes, a nervous, cute but utterly horny look on her face. Even now Chrysalis refused to drop her disguise. She was perfectly in character, and acted a little intimidated while sending all the right 'Keep going. Do it. Fuck me.' signals.

Dusk panted, and stuttered. “I will...NOT...just lie down and...let you win. If this...this is all that you have, then...”

His cock twitched.

Cadance licked her lips. "Then what, Dusky? Are you going to fuck me and show me what a bad, naughty little mare I have been?"

For a moment Dusk hesitated. He knew that it was exactly what she wanted, but at this point he struggled to care. Just lying there and taking all of her teasing was not exactly a good option either.

Cadance already chimed in. Taunted him “Ohh, oh! Do it, Dusky~! Show me!” She giggled. “You are enough of a stallion to show a mare her place, aren't you? Right, Dusky? You can handle me, riiiiight?"

Dusk panted. Oh sweet Celestia, none of the books he’d devoured had prepared him for this. He desperately scrambled for a response, for some sort of heroic one-liner to throw at her, about how he was not going to give in, and how friendship was always going to prevail, but...

Holy shit, he was so fucking horny.

Fuck it.

The truth was that it was getting difficult to focus on anything that wasn’t Chrysalis, her breasts, and his unending, overwhelming desire to shut her up by stuffing her throat with dick. If he wanted to act, he better act fast.

His fingers tightened around “Cadance’s” horn.

Tapping into reserves Dusk didn’t even know he had, he pushed the changeling queen off his legs—for just long enough to allow him to rise to his hooves, leaving Chrysalis on the floor, kneeling in front of him.

He was either stronger than he thought, or—more likely—she had allowed it.

Those pink, heaving breasts immediately returned to their place, squishing against him, smothering his pre-gushing cock in their midst.

Chrysalis chittered with excitement, her eyes going wide as Dusk’s cock twitched against her face. Her breath was heated. His flare smacked against the pink alicorn’s lips, smearing precum against them.

The changeling queen’s and Dusk’s eyes met for a fraction of a second. Dusk was panting. “Cadance” threw him a half-lidded stare, and puckered her lips against his cock, then grinned, telling Dusk to go ahead and fuck, fuck and fuck her in all but words.

A moment later Chrysalis got her gullet clogged by the sheer girth of Dusk’s cock. He gave her no time to adjust, but really, Chrysalis didn’t need any. She was built for this. Even as Dusk—still grabbing her horn—began to pound her face, and worked inch after inch of his cock further down her throat, Chrysalis merely leaned into it, tightening and loosening the grip of her throat in rhythmic intervals.

“Fuckfuckfuck, why do you have to be so fucking hot. It’s just...so unfair! I just wanted to...to save Equestria, and fix everything, and you don’t even want to talk, or fight, or...”

Chrysalis’ throat bulged, every detail of Dusk’s flare outline visible through her straining skin.

Lust. Dusk’s horniness washed over her like the torrent of dense, sticky semen that was surely to follow in just a few moments. A torrent of """love""" fueled by the libido of a pent-up, nerdy bookworm who'd spent most of his life surrounded by pretty, stacked mares. It was more than she could hope to absorb all at once, enough to be disorienting, like a bright, sudden flash or noise.

Her disguise as Cadance was slipping, her horn turned jagged and pointy, and Dusk was still facefucking her as if Equestria depended on it.

Dusk didn't last long, but then again, no stallion would in this situation. Not with Queen Chyrsalis, love- and dick-draining queen bitch of the changelings, wrapped around his cock, squeezing and massaging it with her tongue to push him that much further.

Queen Chrysalis chittered and hissed happily, her wings buzzing. She felt his swollen, heavy balls, now battering against her breasts. If she’d end up as cum-swollen as Queen Umbra then she’d struggle to move for a few hours.

Worth it.

Dusk's flare thickened inside of her, and just the first rope of thick, potent cum burst from his cockhead just as he was in a motion of pulling back. A slimy rope of semen battered against the back of Chrysalis' throat. Her cheeks bloated up as Dusk's semen rapidly filled any nook and cranny it could find. Torrents of semen burst from the corners of her mouth, even from her nostrils, but most of it gushed straight down her gullet. All that frustrated, huffy chittering replaced with the nasty, messy sound of far-too-many gallons of cum battering into her.

Sweet Celestia. He hadn't even known that he was capable of that. Either it'd been all the teasing, or the rumors about changeling anatomy and spit doing all sorts of weird things to supercharge your sex drive were more than true.

Splrrrrtch, splrrgglorptch. Like a water-main breaking, just stickier.

Just moments later Chrysalis' gut smacked onto the floor. A few spurts of seed had been enough to jizz-inflate her, and turn her slim, shapely waistline into a wobbling, sperm-flooded 'waterbed', still creaking and swelling outwards as the flow of semen just kept going, and going, and going.

Floor tiles cracked beneath her shortly after. Her hooves left the ground, helplessly dangling.

By the time Dusk was finally finished, the changeling queen had been reduced to a massive, swollen blimp of her former self. She stared up at him with a blissful look in her eyes, a rope of semen dangling from the corner of her mouth.

Dusk's flare popped from her mouth, and smacked across the changeling queen's face.

Chrysalis' wings fluttered happily. Dusk was holding on to her horn, practically resting on the changeling queen's absurd cum-gut, using his own wings to support himself. He was catching his breath.

Chrysalis wrapped her arms around Dusk's shaft, giving it a gentle squeeze.

"Fuck. You're good."

Dusk wasn't sure how to respond. He was surprised Chrysalis could even talk seeing how much semen he'd just stuffed into her.

"Mhmf...wanna breed me next, Dusky Wusky?" The changeling queen puckered her lips, and fluttered her lashes at him. "I can be any~one you want, after all. I'm sure the others won't mind if you take me for another spin." She grinned, and flashed her fangs.

Dusk took a deep breath. "N-No...I don't think so, I..."

Chrysalis fingers squeezed his cock, just strong enough to be uncomfortable.

"This wasn't a question. I want, no, I insist on bearing your brood, stallion. I will milk you until I've got millions upon millions of changelings at my disposal. Your offspring will claim Equestria, and you'll get to watch from Canterlot as I ride your cock for the thousandth time."

Dusk squeaked and tried to pull himself back, but the changeling queen kept him right where she wanted him.

"Oh, no need to be scared, little one. I'll make sure my little boytoy will be happy, and content, and—"

A sudden ZAP! soared through the air, the changeling queen shrieked as she was hit, and released Dusk, who just barely managed to land on his hooves. Chrysalis' squeak was accompanied by a wad of steaming hot semen flinging from her maw, splattering across the floor just inches from Nightmare's hooves.

"Gross. You've had enough, bug." That was Nightmare's voice. She was scoffing. "We'd rather not have a legion of your gross, chitinous critters crawling along the countryside, thank you very much." One flash of light later and Chrysalis had been gagged, denying her any chance of a snide response. Nightmare smirked.

The gag was more symbolic than anything, but Chrysalis decided to play along, though it didn't keep her from rolling her eyes and puffing up her cheeks in annoyance.

She'd had enough cum stuffed down her gullet that she could barely move, and absorbing Dusk's lust properly would take a while—a while which she'd rather not spend squabbling with Nightmare. Besides, Chrysalis had a feeling that Nightmare Moon was going to get her turn, and that was a show she wasn't going to miss out on.

Dusk's legs still quivered from everything that had just happened as he returned his attention to the remaining two. Nightmare Moon stared at him, and wrinkled the corners of her mouth as though the mere idea that he'd be 'grateful' for what she'd just done offended her.

She huffed.

"Hrmpf. It's about time."

4 — Nightmare Moon

All the roughhousing had left his muscles sore and worn out, but at this point that was the least of his worries. He faced the remaining two villains. Nightmare Moon seemed as smug and frustrated as one would expect, hiding both her annoyance and her libido behind a tight-lipped stare. Daybreaker merely seemed amused, idly playing with her teacup while watching the show that presented itself in front of her. Two down.

Dusk put his hands at his hips and pushed out his chest, doing his very best to appear respectable and serious, rather than...well, what he actually looked like: Naked, covered in various sexual fluids, and a little worn out. No wonder.

Still! He might as well try. Dusk stomped a hoof onto the floor. "Okay! Enough of all this. I've won your silly little game, and now you should let me go, free my friends, and we can all have a nice, long discussion where we settle all of this. For the ponies of Equestria this is a serious matter, not just some kind of game!"

Nightmare Moon chortled. "And yet you're standing there, and waving your dick at us."

Dusk huffed. "What! You tore apart my clothes! Well, not you in particular. Chrysalis did. It's not my fault, is the point, and I'd gladly put on something else...!"

Nightmare Moon just rolled her eyes, staring at his stallionhood, which was still dripping with thick, white seed. Dusk looked exhausted, quite exhausted. But after all of this Nightmare Moon wouldn't even be surprised if he still had enough energy for another round. Hrmp. Who could've known that male alicorns have that kind of stamina?

She shook her head and drew her gaze away from his shaft, only for it to return shortly after.

"Hrmpf. Excuses. We've seen the way you've stared at Our bosom and thighs. You are clearly lusting to pound Us like you've pounded these lesser mares." She shook her head, then continued. "But nay. Nay, we say! We are of course NOT interested in such. A queen such as Ourselves would never lay hand on a common stallion such as you, after all."

She said, while staring at his dick. Nightmare Moon licked her lips.

Dusk huffed. "S-so, if you're not interested in that, then we can talk about all of this instead, and find a peaceful solution, right?"

Nightmare stared at him, then burst into laughter. "Hahahahaha! Hahahah! Hah! No." Dusk pouted, and that merely made the situation funnier for her. "Wait? That was a serious offer? Let Us laugh even harder! Hahahahahahahah!"

Once she'd calmed down, she just sneered at him. "Nay. We'll have you rot in a prison. A fitting fate for the likes of you. What are you going to do about it? Fight Us? You're no match without your magic, hah! Fuck Us like the others? As if I'd ever even lay hands on this stupid, fat beast of a dick! We have better things to do with our time. The only reason why you're even still alive is that a certain someone wants to keep you around."

That 'certain someone' pursed her lips, flaming mane billowing with amusement. "Hmmm..." Her voice was thoughtful, and deliberate. Silence lingered for a few seconds, and then Daybreaker continued.

"It almost sounds like my dear sister got some cold hooves after all of this."

Her voice was innocent, outright sweet, and still managed to push exactly the right buttons. Daybreaker stirred her cup of tea, and watched patiently. Nightmare's forehead wrinkled, an angrily pulsing vein appeared.

"...What was that, sister?" Nightmare spat the last word out as though it was an insult.

Daybreaker smirked. "You know exactly what I said, isn't that right, Lulu? You're worried that you can't handle him. That you'll end like one of them. That'd you'd love every single moment of it, and shout his name like a whore."

Nightmare stared at her, a cold fire in her eyes. "Lies and slander. And for that matter, do not call me that, you...you pompous bitch."

Daybreaker just smiled.

For a few moments the villains glared at each other. Nightmare lost the staring contest, and her gaze returned to Dusk.

Hah! Lose? To a colt like him? As if. She was a hundred times older than him, and a thousand times more powerful. ‘Element of Magic’ or not, he stood no chance, and that...monumental horsecock that twitched between his legs was not going to change that, or ever even come close to sating her!

Umbra, Chrysalis. They were both weak. She was stronger than them. She was the night, not some braindead harlot, who’d throw herself at some fat-dicked stallion’s cock, and end up with a jizz-bloated gut, and then (several months later) with a batch of foals.

It was as if Nightmare Moon had barely even noticed that Dusk’s balls were still just as capable of churning out overwhelming amounts of cum as long as pretty, fertile mares were around, and that his victories had given him some confidence. The prospect of taking Nightmare Moon on in a battle of hard, obscene sex almost seemed appealing.

Perhaps Nightmare Moon wasn't quite aware of what she was getting herself into. Really, at this point she was just staring at Dusk’s cock with the look of a mare who’d been starved of sex for a full one thousand years.

Her wide, toothy grin would’ve looked scary, but the mountains of night-blue titmeat just below made it difficult to take her seriously. She hadn’t even noticed that her dress had slipped, and one stiff, puffy nipple stood proud and tall for all the world to see. Drool dribbled from the corners of her lips. Her breath was heavy, and needy.

No matter how hard she tried to deny it, she needed this cock. A thousand years without a decent stallion, and now it just so happened that this one—the one who’d crushed her on the day of her return—packed enough heat to plow her until she’d see stars. And that wasn't even getting into Daybreaker's dare.

Still. At least she could tell herself that there was no way she could possibly lose.

Not to him. Not to...her sister’s boytoy, and his stupid, fat dick.

Nightmare Moon snarled at him, but her eyes were glued to Dusk’s cock. There was a deep flush on her cheeks, a sign of unmistakable horniness.

“W-well? What are you waiting for, coward? Just come, and try to take me. You don’t have what it takes. W-we are the night! You couldn’t even—Eeek!”

For once, Dusk made the first move, and straight-up pounced on her before she’d any chance to follow up with another sneer. His cock throbbed with righteous annoyance, and a need to fuck, fuck and FUCK Nightmare Moon into a lust-fueled stupor, since hard, relentless sex was apparently the only language these cranky villainesses understood.

Nightmare Moon stumbled backwards onto the massive table, squeaking in surprise. The piece of furniture creaked beneath the amazon’s weight. She made no serious attempt to stop him, even as he practically pinned her down.

“Insolent welp! Thou think thou stand a chance by surprising Us! We will...we will...”

Dusk Shine was standing over her—one hoof at each side of her hips—thus using the size difference to his advantage.

His massive horsecock smacked against Nightmare Moon’s immense breasts, managed to tear through the flimsy piece of fabric that was her top, and slid comfortably into her utterly obscene cleavage. Nightmare’s top had been reduced to tatters within seconds, and its owner was staring up at Dusk’s cock with a baffled look on her face.

Nightmare’s breasts squished against his girth.

This was a pair of tits that could conquer a thousand stallions without breaking a sweat. Immense, dangerous, intimidating. Each jet-black orb was big enough to put the biggest watermelons to shame, and rumor had it that Nightmare could crush stones to dust between them.

Ordinary stallions’ cocks would get lost between Nightmare’s heaving breasts. Hell, a stallion could shove an entire arm all the way up to the elbow into Nightmare’s cleavage, and he’d still be merely halfway through!

With Dusk, on the other hand, the matter was different. Very different.

Right now Nightmare’s tits were little more than his toys, bouncing and heaving as he gave a few tentative thrusts into the mare’s cleavage.

They were heavy, squishy, and retained a perfect balance between sag and firmness, wrapping around Dusk’s cock as if they had been made for the sole and entire purpose of spoiling stallions with shameless, huffy and squishy titjobs.

Thwack. Thwack. Thwack.

Nightmare Moon didn’t bother to stop him, and merely stared at his precum-gushing flare, deep whiffs of Dusk’s potent scent flooding her nostrils. His swollen, bloated balls dragged across her body, and soon started smacking against her tits.

Even Nightmare Moon couldn’t deny that she’d underestimated Dusk. Again.

She really wasn’t sure what was worse: That her sister was watching as that ‘little colt’ pinned her down and pounded her tits, or that the rough, obscene treatment pushed buttons which she didn’t even know she had, getting more and more drunk on the heady scent of stallion virility that permeated the air.

The alicorn’s bloated, swollen jizzkegs battered against the amazon’s underboob, causing a meaty ‘THWACK’ whenever they met. His flare swayed right in front of Nightmare’s face, smacking against it over and over, and making a precum-smeared mess of her fur and mane.

By this point Nightmare was panting like a bitch, precum was splattering onto her muzzle, and every time it happened her tongue darted from her mouth, and she greedily sucked in everything she could reach.

Before she even knew what she was doing, Nightmare’s fingers were digging into her breasts, and she began to give him a titjob. Even her own hands were nearly swallowed by the sheer amount of jet-black boobflesh, but that didn’t stop her from putting them to use. She began to respond to Dusk’s thrusts, following his rhythm and smacking her breasts against his crotch at an increasing pace.

Thwack. Thwack. Thwack.

Dusk’s balls gurgled, and rewarded the stacked villain-bitch with a powerful twitch. A rope of precum shot across her muzzle. As the second one followed one clench of Dusk’s balls later, Nightmare’s jaw hung wide open to accept it. Her tongue dangled, the tip easily reached past her chin. The taste washed across her tastebuds, and flooded her body with a rarely felt heat. Nightmare groaned weakly.

“Hrf...hrf...” Her breath was heavy. She was struggling to retain her ‘mean bitch’ persona. “See? Thou’rt going to lose.” She panted. “Just hump away, like a rabid dog. Blow thine...thine spermload across Our bosom, feel what it’s like to be drained fully, and utterly!” Her voice was wavering, she even stuttered once. She almost sounded like Luna.

Thwack. Thwack. Thwack.

“Mine. MINE. Give it to Us. We need it. The night...reigns...supreme...!”

Nightmare Moon was panting, and zealously pampering Dusk’s cock between her breasts. She finally felt his balls tense up in preparation, and just barely managed to force a victorious faux-sneer onto her lips.

The first rope of white, glue-thick jizz burst from Dusk’s cock, and soared through the air in a majestic parabolic arc. His jizz passed Daybreaker’s head by three feet, loudly splattered against a wall, clung to the smooth marble, and then slid towards the floor, which it hit with a noisy, sloppy ‘splartch.”

The second rope followed, then the third. Within a matter of moments the room was tainted with the heady, potent scent of Dusky’s semen, all that while—down below—Nightmare Moon kept hugging, grinding, pumping his cock, and Daybreaker stared at him with a stone-faced, tense look.

As Dusk pulled back the last few ropes—each still more copious than it had any right to be—splattered across Nightmare’s face.

By the time he was truly finished, Nightmare Moon looked as if she’d sucked off an entire legion of stallions. Stringy ropes of Dusk’s cum dangled off her muzzle, and off her horn. The last few spurts had gone between her tits, and left her fur soaked. It’d take a few showers to clean that up, or to mop up every last stringy, potent strand of semen with which Dusk had ‘blessed’ this room. Some were dangling from the ceiling.

Sweat dripped from her forehead. She was panting with exhaustion. Still, her grin was victorious, and she squeezed Dusk’s cock with her tits to display her dominance.

“Hah...Hah...At last. The night reigns supreme. A mere stallion such as thou is no match for Us!"

Dusk’s cock twitched, just as hard as before. The queen stared at it with the thirst of a mare who hadn't had any good sex in who knows how many years.

"We insist, nay, we demand that thou keep going and take us! Thy queen is hardly satisfied with this...this humiliating position, and she shall ride thee until thine pelvis shatters! And...and...!"

Or so Nightmare spoke. Dusk was more than happy to give her what she wanted.

Less than two minutes later, and Nightmare Moon—yet again—found herself in a different position than she’d envisioned.

Dusk was mating pressing her against the table, and jackhammering into her at a pace that reduced even the queen of the night into a pleasure-wrecked, trembling mess.

Thwack. Thwack. Thwack.

Nightmare Moon still wasn’t entirely sure what had happened, but one thing was certain: The tables had turned.

On her, even.

The dark, brooding queen was situated on her back, the enormous oak table beneath her creaking under the onslaught of Dusk Shine’s thrusts. That stallion—the one which she’d taunted and called a ‘colt’ just minutes ago—had conquered her, and was currently busy plowing her grumpy, old self into the modern world.

Nightmare Moon had stopped bothering to pretend that she wasn’t into it. One of her hands was clutched around Dusk’s back, keeping him right where he belonged.

Her head dangled off the edge of the table, face and mane still stained with ropes of cum. Her eyes were hazy, and managed to make out Daybreaker in front of her. The solar diarch sneered with no small amount of amusement.

“Enjoying yourself, sister? Ah, let me put that in a language you’ll understand...Enjoying thyself, sister?”

Nightmare panted, rapidly approaching her peak. “Hrf...Take those words and shove them up thine a-arse...eeek~!” She came, a cute squeak escaping her lips.

Daybreaker cackled.

Each of Dusk’s thrusts sent a ripple through Nightmare’s body, causing her to tremble and shake. Sweat dripped from her forehead, but despite that she was remarkably cold to the touch, every little inch of her body. Her skin, at least. Her cunt held on to Dusk’s cock, and squeezed it with the warmth and need of a mare in heat, while its flare hammered against almost-forgotten, buried pleasurable spots that no other stallion could ever hope to reach.

By the time Dusk was getting close—again—Nightmare Moon was still riding out her orgasm.

“Hrrf...hrff...g-good boy, take Us. Fill Our womb with thy load, claim Us for thy herd, and...and...”

Thwack. Thwack. Thwack.

Dusk Shine didn’t hear the rest of her hushed sentence. His balls tensed up, and shortly after the first rope of the thick, copious semen Dusk produced in such ridiculous, alicorn-worthy quantities was pumped deep into Nightmare.

Her fingernails dug into Dusk’s back, and nearly penetrated his skin. She yowled and moaned.

The drawn-out, whorish moan turned into an ear-piercing shriek, as Nightmare Moon twitched and trembled like a possessed madmare, half throwing herself against his thrusts, and half scrambling for control. Her mane billowed and grew, and surrounded Dusk in a miasma of star-speckled smoke.

Dusk—balls-deep inside of Nightmare's depths—squeaked as smoke filled his vision. Down below the outline of his flare disappeared as volleys of semen burst into Nightmare, and filled, then bloated, then overflowed every available crevice, every bit of space they could find. Her womb swelled under the onslaught of virile cum, her belly bulged.

Smoke rushed into his nostrils, and mouth. Dusk coughed, instinctively holding on to Nightmare while clenching his eyes and mouth shut.

Before he'd had any chance to gasp for breath, Nightmare Moon began to glow.

Her eyes and horn burst up with light, the dark miasma of her mane rapidly tore itself away from Dusk back into Nightmare, only to be expelled in a shining explosion of brightness.

Nightmare Moon began to shrink as the starry smog surrounding her slowly dissipated. The tight grip of her claws on his back lessened as her limbs shrunk, and the towering queen lost her Celestia-rivaling assets, while the tight grip of her cunt on Dusk's mare-wrecking cock intensified with every passing second. Dusk withdrew, and his flare popped from her pussy. Her features softened. Dusk felt a strange feeling of pride as Nightmare's haughty visage faded away, and a very-exhausted, pleasure-drunk Luna stared up at him with half-lidded eyes, only to collapse two seconds later.

She'd need some rest.

Dusk stood over her, and caught his breath. He finally took a step back, leaving the 'queen of nightmares' right there on the table, happy and, in all likelihood, utterly pregnant.

He already dreaded what—or rather 'who'—would come next.

Daybreaker was left.

The big one.

The one he was most worried about.

The haughty, towering bitch queen who’d watched the entire spectacle with amusement, as though Dusk ‘defeating’ three of the strongest villains Equestria had ever seen in a row was nothing to be worried about. As though the entire room wasn’t drowning in the heady, pungent stench of sex, sweat, and semen.

As though Umbra hadn’t been turned into a gut-bloated, semen stuffed broodmare. As though Chrysalis hadn’t teased Celestia’s “little boytoy” so much that he’d fed her enough jizz to turn her into a swollen, happy, and well-fed blimp of a changeling queen. As though 'Nightmare Moon' wasn’t right there on the table, panting happily, after a certain stallion had fucked her hard enough that the mere thought of being grumpy and angry didn’t even occur to her, and she reverted back to her old self.

With the three remaining villains 'eliminated', and Daybreaker seeming more pleased than intimidated, Dusk Shine wondered if he had merely been a pawn in her little game, and everything had played out exactly according to her expectations.

“That’s a good boy.”

Dusk nearly fainted.

5 — Daybreaker

Dusk's knees felt weak. He really needed some rest. Still, he steadied himself and offered the empress a defiant stare.

"Good boy."

Dusk grit his teeth. "Don't call me that, D-daybreaker!"

A warm, motherly voice answered. "No, Dusk. Not Daybreaker. Just 'Celestia'."

The amazon-like figure of Empress Daybreaker towered over him, the billowing mane crowning her like a halo. Between the flames, her smile stood in stark contrast to the haughty sneer he'd seen earlier. It reminded him of the way Celestia smiled at him when he'd completed one of her tasks. Gentle, satisfied, calm.

Dusk's tense stare faltered. He found himself plucked into the air by Daybreaker's(?) magic.

"Dusk. There's no reason to be afraid. You knew that it was me, right? And I knew that you'd be able to do it."

Her arms wrapped around him, and pulled him into a hug. His muzzle pressed against her heaving, motherly bosom. Reflexively, Dusk clung to Daybreaker's garments. He stuttered. "I-I did it...? What did I...? You are..."

"You saved Equestria, of course."

"But..."

"Shhh. You need to rest. Take it easy."

Dusk took a few deep, deep breaths and tried to calm down. Just a little bit, at least.

Daybreaker carried him along with her, and shortly after he found himself lying on her lap as she cradled his head with her hand. Intense warmth radiated from Daybreaker's core, and yet again, the sheer amount of heated, squishy titmeat the empress carried around left Dusk all but smothered beneath their heft. Even after all that had happened, Dusk flushed a little. He was still naked: The previous ordeals had left his clothes all but destroyed.

He took a look around the room. He wasn't sure how long it'd been since the sheer exhaustion had knocked him out, but judging by his surroundings, it hadn't been all that long. He still felt exhausted, though.

Umbra, Chrysalis, Luna. They were all still there—wait, Luna? Dusk did a double take. Luna. She was still lying on the table, sprawled out for all the world to see. The black fur was gone, and she'd shrunk considerably, leaving her naked beneath a pile of semen-stained garments which were several sizes too big for her. Her eyes were closed, and she was sleeping. She looked content. Nightmare Moon was gone, apparently.

That left Umbra, and Chrysalis. Both right where he remembered them being, and neither capable of responding.

Dusk noted collars wrapped around Umbra's, Luna's, and Chrysalis' neck, as well as rings around their horns. Magic inhibitors, without a doubt. Not the kind of artifact tha'd keep a powerful magician in check, but enough to prevent any sudden tricks or spellcasting. A simple safety measure. Daybreaker had been quick to act. That even Luna was wearing one bothered him. Perhaps that one was there just in case?

He returned his attention to Daybreaker. Her index finger gently caressed the back of his head, stroking along his scalp. Something about her made him feel uneasy, and it wasn't just that—in spite of the flaming mane, glowing eyes and sharp teeth—Daybreaker acted as harmless and friendly as Princess Celestia. If this had been nothing but a disguise, then it'd been a very, very good one.

Was Daybreaker merely playing with him, and putting on an act as her former self, knowing fully well how easy it'd be to abuse Dusk's weakness for his mentor? All she'd have to do is strike at the right time, and then claim Equestria as her own once and for all. Dusk had taken care of the other contenders, after all. Somehow.

It was either that, or he'd been right, and deep down Celestia had never betrayed hem. She was still there, and would set everything right. She'd merely played along with the villains' ploy to defeat them. He shuddered.

"Well, Dusk?" she cooed, "Feeling better yet?"

"I suppose so, it's just..." His horn fizzled. "I still can't really feel my magic."

Daybreaker's smile twitched. "Oh. Oh dear. I must've forgotten, that's all. One second..."

A moment of awkward silence.

The empress' horn flashed, and Dusk felt the barrier standing between him and his mana disappear. It felt good, and a little weird, as though a limb which he didn't even know he had had gone to sleep, and was now waking up.

Dusk's exhaustion began to dissipate as he instinctively reached for his magic reserves to replenish his energy, and take care of the muscle-aching soreness the ordeal had inflicted on him.

He let out a little sigh, stretching his limbs. "That's better."

"Take it easy, Dusk. You still need some time to rest. I can tell that all of that took quite a bit of energy out of you."

Dusk nodded, and for a good few moments neither of them said anything, even as thoughts raced through Dusk's head. She'd given him back his magic, which was a good sign. Daybreaker would never have done something like that, right? On the other hand, she might believe that she can just re-apply the suppression spell if it becomes necessary...

"Dusk?"

He winced, as though she'd just caught him red-handed.

"Yes, princess...?"

"Oh, I was just wondering if maybe...my favorite, wonderful little student would want a little reward for all of his hard, hard work?" She squeezed him, smothering his face yet deeper into her immense, squishy breast.

"Mhff...I-I think that..." Dusk mumbled into her boob. "...that sounds very nice, princess, but I was wondering if I could see my friends first? I'm a bit worried for them, and..."

Dusk's voice tapered off.

"No."

"But..."

"No." Daybreaker's response was decisive. "This is a reward for you, Dusk. For you, and for me. Your friends are fine, but they had no part in this."

"But princess, can't this wait? How can I be sure you're r-really yourself, with the way you look, and...?" He gulped, and his eyes darted over to the 'reformed' Nightmare Moon, and then back to Daybreaker. "Princess, is it really necessary to restrain Princess Luna like the others?"

Daybreaker laughed.

The stallion in her grasp shuddered. Oh no. That was not a good sign at all. He should've gotten out of here while he had the chance.

One bright flash later they'd left the meeting room, and were in Celestia's very own quarters. Nothing had changed here. The familiar environment was comforting. Much less comforting was the fact that Daybreaker was still 'babying' him, holding him on her lap like a little colt. Before he had any chance to react, the suppression spell was back, and cut him off from his magic, practically nullifying any chances he had to escape. Maybe he should've played along after all.

"Oh Dusk, you might be my favorite little student, but...sometimes you're hopelessly naive. I am being myself. This is who I am."

"N-Nonsense! I know Princess Celestia, and you're just some...corruption of her! Celestia is kind, and warm, and loving, and s-she would've let me see my friends! And she wouldn't tie up Princess Luna!"

The empress chortled with amusement. Dusk's objections were cut off by the squishy, oppressive warmth of Daybreaker's breast. It smothered against his face, and the flimsy piece of fabric that prevented immediate contact barely seemed to exist at all.

"Dusk. Do you really think I'm that foolish? I'm not a—" Her voice took on a tone of barely concealed contempt. "—a raving, short-sighted lunatic like them. I've ruled this world for over a thousand years entirely on my own, don't forget that. I know what's best for my little ponies, and I know it better than you do, Dusk."

She licked her lips.

"Oh, and Dusk. I know what's best for you, too."

Dusk managed a muffled response. "A-and what's that supposed to be? To give in and let you have your way with Equestria?"

Daybreaker giggled. It was a surprisingly Celestia-like giggle. Not even arrogant, just amused.

"As a matter of fact, no. If you give in now you'd regret it, and you'd hate yourself for not having made any attempt to oppose me. Struggle. Squirm. You don't have what it takes to win, and you know it. But you will feel better having tried." Her grin widened. "Isn't that right, my courageous, pretty little student?"

His attempts to escape her were half-hearted at best. Wherever his hands reached to push himself away from her, they merely sunk deep, deep into her soft, curvy flesh, and Dusk made no move to kick, or bite, or hurt her. It'd be like trying to take on a brick wall in a fist-fight. A very, very soft brick wall.

Any attempt to push past the restraints which she'd put on his magic were futile, and he could barely even get any arcane strands to form in his head, let alone weave them into a proper spell.

Daybreaker marehandled him with ease, which is to say that she kept him right there where she wanted him. Huddled up against her on her spacious lap, surrounded by her warmth, overwhelmed by her presence, and less and less willing to fight back.

To her he was nothing but a bratty, huffy, and disobedient colt who was throwing a temper tantrum.

A few minutes passed. Dusk tried to push, and pull, and struggle. His movements grew weaker as exhaustion set in, and then he finally stopped trying. Daybreaker cooed. Amused. It'd been inevitable.

"Relax, Dusk. What did I tell you? I'm here to reward you. Why would I harm the lovely, doting little student who—again and again—turned out to be the strongest pawn on my side of the board?"

Dusk wasn't sure how to respond, but he didn't need to.

Daybreaker was more than happy to take care of everything.

She was warm, gentle, and motherly, in the worst possible ways.

Daybreaker unfastened a clasp, silky fabric was pushed to the side, and the queen's tremendous breasts laid bare. Each orb was easily big enough to rival a large watermelon in size, and alicorn-might was really the only way to explain how Daybreaker managed to handle them so effortlessly, and without constant, overbearing backpain. They sagged a little, just enough to be appropriate. Her nipples had grown puffier, and stood out with a flesh-colored pink.

A trickle of milk dribbled from the nipple closest to Dusk's face.

Their eyes met, and Dusk immediately tried to turn away. Even after all of this, a blush had crept onto the stallion's cheeks—as if Daybreaker hadn't watched as the other villains had tried to 'tame' him, or as if he had any secrets she didn't know. She guided his muzzle towards her nipple, which Dusk cautiously took into his mouth, still avoiding her gaze. He began to suckle, and Daybreaker's milk dribbled into his mouth.

"Good boy."

Daybreaker stroked Dusk's mane. He felt warm, and fuzzy, and confused. Unsure over whether he should try to fight back, or just give in as Celestia—no, Daybreaker, he reminded himself—caressed him.

"See? Doesn't that feel much better? It's only fitting you get a reward for your work."

She reached for his penis. Dusk tensed up. Even her fingers were hot.

A hand wrapped around the base of Dusk's shaft, struggling to encircle it. A tiny gap of air remained between her fingertips and her thumb. She could feel its weight. That a single stallion was packing that amount of heat between his legs was downright absurd, but then again, Dusk was an alicorn. And only an alicorn could ever hope to keep up with the insatiable sexual need of another alicorn.

Dusk was still flaccid, but blood was already pumping away from his head and towards his groin.

"Good boy."

Dusk's cock twitched tentatively, rising up and prodding against his queen's other breast from below.

Daybreaker's hand released it, and reached for his balls. She hefted them, gently squeezed them both, and felt them overflow her palm with their size, which was no small feat—each of her palms was the size of a saucer. Heavy, seed-laden cum factories whose entire purpose was to churn out ridiculous amounts of overly virile semen. A single teaspoon had—in all likelihood—more swimmers in it than any other full-grown stallion could produce in a month.

Luna was probably pregnant, and so was Umbra.

Dusk had gotten hard, and Daybreaker began to jerk him off with slow, steady movements. The precum dribbling from his flare—first just a few drops and then a steady, sticky rill—provided all the lubrication she could possibly need. It gushed across his head, and down his length, where it clung to her hands and webbed between her fingers.

Each stroke caused copious amounts of preseminal fluid to spill across the back of her Daybreaker's hand, from where it either splattered onto his and her thighs, or was smeared into the queen's pristine fur.

Thwack. Squelch. Schlarp.

It didn't take long until Dusk reached his peak. He clung to her, and rocked into the motions, burying his muzzle deep into Daybreaker's motherly bosom as the first rope of cum burst from his cock. It soared through the air in a majestic parabolic arc, only to splatter onto the floor several feet to the right. The next wad of jizz followed one moment later, and then the third.

As Dusk finally finished, Daybreaker let out a giggle. Semen was still dribbling from his half-hard cock. She brought the hand to her face and licked it clean.

"That's a good boy. Now. Again."

Dusk tensed up. Her nipple popped from his mouth. "A-again?"

"Again."

Her hand wrapped around his still-twitching, half-hard stallionhood, and pampered it with a few slow, encouraging strokes. It throbbed, and returned to its full stiffness.

She got to work. This time she cradled his balls with her magic, as if to encourage them to do their best, and churn out another load of seed.

It was just a matter of time until she'd pushed Dusk to his peak yet again, and that with an ease which the other villains would've struggled with. All she'd needed to 'win' against him was her hand. Her hand, a few careful, deliberate tricks of her magic, and her overwhelming, motherly presence. It made 'colts' like him weak, and soft, and milking him for his seed over, and over, and over was laughably easy at that point.

Dusk came.

"Again."

This time he didn't object, and Daybreaker rewarded him with a few words of praise. This was his place.

By the time she spoke up again, Dusk felt drained.

He'd been exhausted before, but this was the very first time that it felt like his sexual capacities were slowly approaching their limits, and that it was his cock who was going to break, or go soft, even as the rest of him still had energy. Usually it'd always been the other way around.

"Do you feel that, Dusk? That's just one reason why I am your Empress. The Empress of Equestria. I know how to handle you, where all those would-be rulers fail completely and utterly. They're too arrogant. They're haughty, and bitchy, and underestimate my Element of Magic again, and again, and again." she cooed. "That said...if you want to keep the changeling queen as your pet, be my guest. I'm sure you'll find her quite amusing."

Dusk whined pathetically into her bosom.

"This isn't fair...!"

Daybreaker chortled. "How so? Most stallions would be lucky to experience a single day as good as this. You gave me all the time I needed to take care of the rest. But—when it comes to me—then you're nothing but a helpless little colt. And that's why you'll get to stay with me, in the castle, as my faithful little student. Mine. I won, because I played my cards correctly. They lost. You are not even a player, you're nothing but a pawn on my side of the board, and the strongest, most underestimated one at that."

Dusk shuddered. "No, what I meant is..."

He fumbled with his fingers. Daybreaker cocked a brow.

"I-it hardly really counts if t-this is all you're doing with me, a-and..."

A dry chuckle.

"Oh. That's what you mean. Do you really think we're still playing that little game, Dusk? That silly excuse made up to give them a reason to throw themselves at your shaft? No, the game is over. The only reason why I am doing this since I lo~ove to see my little student squirm in my arms."

Dusk bit his lip, and then burst out. "I just know you'd go back to being Celestia if we actually did it!" He stared up, past the expanse of her breast, almost defiantly.

Daybreaker furrowed her brow. Was he really daring her? Claiming that she too would end up like a pleasure-drowned, pregnant pony princess, and outright revert to her old self if only she 'dared' to ride his stupid, fat dick like her sister?

Preposterous.

It's like he actually thought this was all nothing but the result of a heat-season-gone-wrong, and that all it'd take to 'defeat' her was hard, earth-quaking, heat-quenching sex.

Still. As much as Daybreaker hated to admit it, her pride had received a blow. To think that her own student thought of her as lowly and impulse-driven enough to fall like the others.

It might've worked on her sister, but she knew exactly what she wanted. She'd tamed him before. A mere stallion could never defeat her. Not even an alicorn. He'd just spent the past hour panting like a puppy, humping her hand as she'd milked him again, and again, and again. Like a good, docile, servile little boytoy, and accordingly, he didn't have it in him to beat her.

Daybreaker grabbed Dusk and pulled him into the air. His hooves dangled helplessly, and his half-hard cock twitched, and brushed against the empress' breasts. She shook her head with amusement.

"Oh Dusk. You don't really think that I'm going to break as easily as those sexually-suppressed would-be conquerors? Hah!"

And with that she tossed him onto the pillows of the bed. He bounced, squeaking like a dog toy, and stared up at her.

For a split-second Dusk wondered if he'd made the mistake of his life.

Daybreaker pounced onto the sheets. The bed creaked beneath her weight. Her bristling fire-mane left smears of black grime wherever it grazed the canopy. She was on her knees, crawling closer with a fiery look in her eyes, tongue dangling from her maw. Her teeth glistened. Her clothes caught fire, and burned into nothingness.

"Let me show you what happens to those who challenge The Sun, Dusk. You'll be begging for mercy. You'll rue the day you thought that you'd be able to quench The Sun's fire."

Dusk was hyperventilating, scrambling backwards onto a pile of pillows. His horn bumped against oak. Oh no.

There was no escape from Daybreaker, just like there'd been no escape from her accomplices. The Empress of the Sun crawled towards him, staring at him with the hungry glare of a lioness. He was prey, and he'd stumbled right onto her den. As she bent over her immense, milk-ladden breasts sagged and swayed.

She was looming over him, noticeably heating up the air between them. Her right hand grabbed Dusk's thigh, the other remained on the sheets. Daybreaker's tongue dangled above his belly, and a few drops of hot spit dribbled onto his shaft. Barely hard. Too nervous. If he were hard, then her cleavage would easily swallow his cock.

Dusk did his hardest to avoid her gaze, and looked at the furniture, at the canopy, at her heaving, pale breasts; anywhere as long as he didn't have to meet her stare.

There was nowhere to hide, and he knew it. Dusk squeaked as the fiery grip of Daybreaker's magic enveloped his penis. It was hot, almost too hot.

The empress chortled, and lowered herself onto his cock, guiding it into the appropriate position right between her udders. Her pale, 'motherly' breasts wrapped around his girth, swallowed it almost entirely. Even Dusk himself, an alicorn, didn't pack enough heat to escape the depth of Daybreaker's cleavage—while flaccid, at least.

"Already soft, Dusk? Did I milk you that thoroughly? And here I thought my little student had more energy than that." she taunted.

Dusk stayed silence.

Daybreaker smiled.

"Again."

His cock twitched. Daybreaker rewarded him with gentle, tight squeezes. The sheer warmth radiating from her breasts was as intimidating as it was inviting. Even gentle movements resulted in tiny trickles of milk, and the gently heaving of her breath provided plenty of those.

It didn't take long and Dusk had grown hard again, and the dull, potent throbbing of his stallionhood pumped out slippery wads of precum right onto Daybreaker's heaving breasts—or right between her lips, whenever she leaned in to pamper his flare with a doting, yet possessive kiss.

"Good boy."

Whenever Dusk heard the words, he squirmed and shuddered, and helplessly bucked his hips. It was like he'd been conditioned across all these years, and was now responding like an obedient, docile puppy.

"Equestria is mine. You've seen the others. A rabble of bickering, haughty, short-sighted mares that'd struggle to reign over a few villages, let alone a nation. Meanwhile, I ruled over Equestria for the past one thousand years. My little ponies trust me."

Daybreaker's tongue darted from her mouth, swiping across her lips to moisten them.

"And rightly so. I'm the best. The strongest. The wisest. Take a look at history, and you'll see over and over that Equestria would be nothing without me. Don't call me arrogant—you know that it's merely the truth. Don't worry, I'll be gentle. I'll keep my little ponies warm, and happy, and make sure no one will even think about harming Equestria ever again."

"And the others? Hah! They lost against you. They lost against you before, and they lost against you today, despite outnumbering you three-to-one."

She squeezed her breasts around his shaft, and gently jiggled them. Her cleavage was slippery with his pre. The movements sent wobbles through her tits, and caused them to jiggle and smack against him.

"That feels good, doesn't it, my little student?"

The way her voice alternated between Daybreaker's—manic, self-aggrandising, haughty—and that of Princess Celesta—warm, gentle, familiar—was unnerving.

"I know it does, Dusk. None of the others is even capable of lactating at will, or even remotely as skilled as I am, but I digress. That I've got you right here—putty in my hands as I tame you with pleasure most stallions can only wish for—is all the evidence I need."

Daybreaker licked her lips. Dusk's cock throbbed, and twitched with increasing needs. Even her voice pushed him closer to the edge. He felt it coming, filling him with his heat, making him buck his hips pathetically rather than trying to fight back, before suddenly the first rope of cum threatened to shoot from his cock.

Naturally, Daybreaker had seen everything coming, and denied him.

The grip of her magic intensified, turned into a tight, fiery ring around the very base of his cock. The same force applied a sudden tight pressure on his prostate, massaging it. Not a single, tiny drip of his semen was going to escape, Daybreaker would make sure of that.

Dusk yelped as his hips thwacked against Daybreaker's tits, yet he was denied any and all chance of release. His hands lurched towards his cock, only for them to be yanked right back onto the pillows, leashed by his tormentor's magic. And above him, her lips curled up to an amused, cruel grin.

Dusk Shine tore at his restraints, thrust and bucked his hips, but Daybreaker was merciless, and merely let him fight and struggle. Seconds passed, but to Dusk it felt like an eternity. His balls gurgled, and churned in protest, as they were unable to release some of their pent-up load, but to no avail. By the time the queen loosened the grip, Dusk's shaft was already softening. His balls felt full. Bloated. Swollen.

He stared up at Daybreaker with a frustrated, almost huffy stare.

"Good boy. Don't forget your place."

With these words, Daybreaker lifted herself until she was kneeling in front of him. Dusk—still bound and on his back—was staring up at the now glistening, steaming surface of her tits. The fiery mane surrounded Daybreaker like a corona. Her cheeks were flushed with shameless, barely suppressed heat. This was the moment she'd been waiting for.

Daybreaker straddled him.

Her weight rested on his upper legs, which pushed him deeper into the mattress below. Dusk's cock twitched with pent-up need, now resting right against her belly, a mere two inches separating the base of his shaft from Daybreaker's pussy. Heat radiated from the holiest of Daybreaker's temples, and a trickle of mare juice dripped onto Dusk's hips.

Finally, Daybreaker lifted herself up, reached for Dusk's shaft, and guided its flare straight towards the opening of her snatch.

She was no stranger to using toys, or a few stallions here and there, to satisfy her needs when necessary. That Dusk—as an alicorn—managed to leave ordinary stallions in the dirt when it came to size, virility, and stamina was no surprise. That he managed to surpass her biggest toys was a different matter.

It's not like Daybreaker had measured him, but she sure felt it. His massive flare stretched her outer lips, and then popped into her, and her entire body tensed up, starting with pelvis, thighs, and waist. Daybreaker lowered herself, and inch after inch of fat, purple horsecock disappeared in the unfathomable, heated depths of her stallion-taming, pelvis-shattering cunt.

She began to ride him.

Daybreaker started off slow, showcasing her self-control by directing the tempo and rhythm, without ever losing control of either.

Her immense weight pressed his hips into the sheets. It hadn't taken her long at all to take Dusk's mare-taming horsecock in its entirety, even as its flare reached deep enough to bump a bulge into her belly whenever she descended. Its girth strained her snatch to its limits.

She'd grabbed Dusk's hands and guided them towards her breasts, "allowing" him to massage her. His fingers sunk deep into her flesh, and soon enough rills of milk were gushing across the back of his hands, down her arms, towards his shoulders.

Any ordinary stallion would struggle to get it up at all at this point, and even if he were able to achieve another erection, he'd merely shoot blanks at this point. Dusk was no ordinary stallion, and really, with the tight grip of Daybreaker's cunt squeezing his cock, and her lecherous, haughty stare digging into his skull, it was hardly any surprise he was already approaching his next peak.

Dusk panted, bucking into Daybreaker, clumsily meeting her rhythm as his swollen, denied balls tensed up.

A boy-ish, cute moan escaped his lips, and was rapidly cut short as the tight vice of Daybreaker's fiery magic yet tightened around the base of his shaft, and around his scrotum, just above his pendulous seedpods.

Too early.

Daybreaker denied him, and watched with amusement as the horny, sex-drunk look on her little student's face turned into one of sudden shock. His balls bloated, and tensed up as—yet again—they were unable to release their load. His flare throbbed angrily, shooting nothing but tiny spurts of pre.

"Don't even think about it. Not until I am done."

Her hips slammed down on his groin, taunting his frustrated, twitching cock by continuing their shameless thrusts without even slowing down.

"You're mine. You're my toy. I decide when you're done, and you'll learn that soon enough." She licked her lips.

Dusk's torment continued as Daybreaker slowly, and steadily brought herself to her peak, using him as little more than a glorified dildo.

Dusk whined with annoyed, horny frustration.

Thwack. Thwack. Thwack.

At this point Dusk wasn't sure what was worse: The beating, throbbing pain he felt in his pelvis, or the swollen, pent-up ache of his bloated, and denied nuts.

He didn't know how long it'd been, or how much longer it'd take until Daybreaker was going to release him. Dusk thought he'd been prepared after Umbra had taken him for a ride. Boy, he'd been wrong.

Daybreaker was relentless. Her movements had been deceptively slow at first, rocking back and forth with the gentle regularity of waves washing against the shore, only to increase in ferocity, as the mare above grit her teeth, and the tightening grip of her claws tore holes into the sheets.

It'd gotten hotter. The entire room felt like a sauna, fueled by Daybreaker's overwhelming bodily heat. The air was ripe with the scent of evaporated sweat, spit, and sexual fluids.

THWACK. THWACK. THWACK.

Her hips battered against Dusk's crotch, treating her "favorite little boytoy" as little more than a dildo, which just so happened to have a stallion attached to it. Her immense breasts wobbled, smacking against her chest whenever she came crashing down. Milk dribbled from her nipples, only to evaporate on her skin or in the air before even managing to make contact with the bed.

Her breath was deep, fast and heavy. Daybreaker's blazing mane had grown like a wildfire, and was now evidently searing the canopy above them.

Dusk had gotten close. Again, and again, and again.

There was no release for him until Daybreaker was done, and at this point Dusk was terrified that Daybreaker wasn't going to be done until the entire castle had been set ablaze.

The bed beneath creaked with every relentless bounce. Dozens of fiery sparks soared from Daybreaker's mane, singing furniture, pillows, or Dusk's fur on impact. The stench of smoke clogged up Dusk's nostrils, and left him gasping for air, while the self-proclaimed empress howled and panted, uttering "Mine. Mine. MINEMINEMINE. MINE." and variations over and over.

Then Daybreaker reached her peak.

Her eyes lit up as bright as the sun.

She threw herself forwards, her hands clutching around Dusk's upper arms. Her fingernails dug into his skin, drawing a few drops of blood. Every inch of her body—from her hands to the depths of her cunt—radiated a terrifying heat. Her snatch clenched around Dusk's cock, milking her 'little boytoy' and his stupid, fat dick for everything he had.

And this time she was not going to deny him.

Dusk's hips bucked weakly. The smoke, the heat, the lack of oxygen was getting to him, but his bloated, denied nuts were doing everything they could to release their load. His cock twitched, and his flare had buried itself in Daybreaker's cunt. Deep enough, thick enough, firmly enough that merely pulling out would be a challenge until he'd be done blowing his load.

As his shaft thickened, and the first massive rope of semen burst into Daybreaker's womb, the empress gasped a sigh of relief.

Dusk, on the other hand, coughed and wheezed and passed the fuck out, as Daybreaker impregnated herself on his cock. Thick, fertile strands of jizz burst into her, filled every crevice and just barely managed to withstand in the overwhelming heat of her depths. By the time her fire began to die down, it was far, far too late to change anything about the seed of a foal that'd been buried inside of her, but that didn't matter.

No, Celestia was entirely happy with this turn of events.

Author's Note

Epilogue coming soon(TM). Maybe. Or in a few months. Busy day, didn't manage to do any last-minute proofreading today. Hope it doesn't show too much!