How to Domesticate Your Stud

by n3k1dsk1llz

Rating: mature
Tags: Original Character, Porn, Fetish, Non-consensual, Sex, My Little Pony: Friendship is Magic, Dark, Changelings
Length: 10384

Aerial Ace was going home to Cozy Glow. Now he's getting knocked up by Changelings and studding for them at the same time. At least he's too mindbroken to care.

Aerial Ace is a stud. Before going home to Cozy Glow, he helps Zecora by gathering rare herbs that would otherwise be too dangerous for her to get. This makes him attractive to more than his girlfriend, as he soon finds out on the way home. What's that buzzing sound?

Content Warnings: Dub-con, perceived foalcon, biting, docking, oviposition, knotting, mind control, brain washing, kidnapping

Commission written for Aerial Ace

Cover art by the always amazing Little Tigress

Immeasurable help from Arkadios
Pre-Reader:
Tailsopony

Published 2022-01-28 10:50:01 UTC
Last updated 2022-01-28 10:50:01 UTC

Aerial Ace's Adventures

Aerial Ace scoured the floor of the Everfree Forest, occasionally consulting the illustrated list of herbs Zecora had asked him to gather. He was glad to help out his friend, and she was willing to do him a favor in return. He always cashed in the favor right away, of course, and always with the same request.

"A sprig of scribe's lily..." Ace muttered to himself, fighting to stay focused on gathering the herbs, rather than the mental image of the striped plot in his near future. "Scribe's l— Huh?" A distant buzzing noise caught his attention. He raised his head, ears swiveling to track the source of the noise.

The sound trailed off after a moment, but it stuck in the back of Ace's mind as he returned to his search. He tried to dismiss it as some Everfree creature he hadn't yet heard of, but he still couldn't shake the feeling of familiarity as he continued down the list.

The Sun was setting by the time Ace was done with the list. His search had taken him fairly far away from Zecora's hut, so he turned to begin his trek back. The sun was sinking below the horizon as he reached the clearing that was the halfway point of his return. He remembered this was where he found the falconbleed flowers, but also fairly close to where he’d heard the buzzing sound.

Ace stepped into the clearing with the basket of herbs in his teeth, looking for the trail of downtrodden undergrowth he’d made a point to leave behind. He spotted what appeared to be the trail, but there was a large rock sitting in front of it—one he was certain hadn't been there earlier today. He set the basket down and approached the rock, nudging it with his hoof when he got close. For a moment, nothing happened. Then—

"NOW!"

Ace whirled around just in time for a bright flash of green light to dazzle his vision. Two more flashes kept him blinded as he heard hooves shuffling around him. He tried to back away, but a pony behind him blocked his path. His back legs gave way from fear, leaving to slump down onto his backside.

When Ace's vision cleared, his heart sank. A dark, furless equine with holes in its legs stood before him, a fanged grin forming below its pupilless cyan eyes. Two more stood on either side with another behind him, ready to pursue should he flee.

Changelings. That's what the buzzing noise had been. They must have spotted him earlier and left to set up an ambush, and he'd fallen for it. The lead changeling hissed in delight, bringing its face close to his and placing a chitinous hoof on his chin. "What is a silly pony like you… doing all alone in this scary forest?"

A pink light appeared on Ace's chest. Exhaustion crept over him as four streams of pink emanated from the light, leading directly to the changelings' open mouths. His forelegs buckled, sending him to the ground in a heap. Soon, the light stopped, but his strength would not return.

"Mmm… he will be more than perfect," was all he heard before the exhaustion overcame him and he fell into a deep sleep.

"Welcome home, little pony."

"Wha—?"

"My apologies for how thoroughly my subjects drained you. They don't often get a full meal."

Ace opened his eyes slightly, but his vision was too blurred to make anything out. The rustling of what must have been hundreds of sets of hooves echoed throughout whatever space he'd woken up in. "Wh-where am I?"

"You are in your new home, of course… and soon to become a loyal subject of Axilla, Queen of the Changelings."

"I thought Chrysalis was—"

"Don't utter that weakling's name in my presence. No changeling queen could be so hopelessly bad at deception as to allow a single pony to defeat an entire swarm."

Ace tried to move, but found himself trapped in a position that kept him splayed vertically with his forelegs in the air and his back hooves on the ground. He could really only move his head and his hips. "Look, you have the wrong pony. I'm not rich or powerful. Replacing me won't get you anything."

"Quite the contrary." Axilla's lip curled as she glanced down at Ace's crotch. "You are exactly the pony we need: a young, virile stud with enough balls to wander around in the Everfree at nightfall. We've been trying for ages to find a suitable male with which to regrow my hive. Manticores, cockatrices, timberwolves and so on… none of them have proven suitable mates for my changelings." A faint glow appeared in Ace's garbled vision, and he shuddered as the warmth of a magic field traced up his flank and over his belly. "So imagine my surprise when a report of a pony stallion traipsing through the trees reached me. The opportunity was simply too good to pass up."

Ace's vision finally cleared, bringing the crowd of eager changelings gathered in a large, underground chamber into focus. "Wh-what are you going to do to me?"

The changeling queen's face resolved as she drew up close to Ace. "Well, it appears the only thing missing is a little… persuasion." The corner of Axilla's lip curled upward. "Once that little deficit is fixed, I'll let you decide what happens from there. Agreed?"

Ace swallowed, nervous but hopeful that he might escape this situation unscathed. He nodded at length. "O-ok."

"Excellent." Axilla leaned in close, a playful grin on her lips. She gave him just a peck on the lips, but it made his scalp tingle. “That wasn’t so bad, was it?”

Ace slowly shook his head side to side. Axilla leaned back in and kissed him once more. Her mouth opened, prompting him to do the same. Her tongue snaked in and explored every crevice of his muzzle. The hair all the way down his spine stood on end while a warmth spread through his body. A feeling of affection brought contentment to his mind in spite of his situation. Axilla broke the kiss, but a rosy haze remained in the corners of Ace's vision. Axilla became the center of Ace's world. There was something about her large eyes of Midnight, the way her messy mane hung over her features. Like a Royal Blue crown befitting a Queen. He needed her. He would never be able to live without her.

"Now, then," Axilla said, interrupting Ace's train of increasingly focused thought. "How do you feel?”

"Amazing," Ace whispered, staring into the eyes of who he was coming to think of as his soulmate. What else could explain the depths of the love he was feeling for the changeling queen standing before him? "I th-think I lo—"

"Hush, let's not get into that now. Why don't we have a little fun first?"

"F-fun? What do you mean?"

Axilla lit her horn and allowed a magic field to glide up Ace's side. "Well," she said as Ace shivered from the feeling of her magic tracing over his abdomen, "it may or may not involve this."

She turned around and, moving her tail to the side, presenting a sopping wet pussy. Axilla spread her lips with her magic to reveal a bright blue luminescent interior. Her fluids dripped from her backside, glowing an equally brilliant blue as they hung in viscous, wavering threads strung between her pussylips and her raised tail. Ace watched a luminous blue drop trail down the smooth, dark chitin of her inner thigh.

Ace's cock fell from its sheath, its length filling out as the meaning of the "fun" the Queen intended dawned on his addled mind. Not a minute earlier, he would've been too scared to sport an erection, even if he'd been faced with Princess Cadance herself. Now, though, he'd found the only pony—or changeling—he'd ever loved more than his darling Cozy Glow, and be damned if he wasn't going to answer her cry for contact.

"My, my... that's impressive," the Queen murmured, wrapping his nearly-erect cock in her magic and testing the weight. "This Cozy Glow you keep thinking about is a lucky mare."

Ace wasn't quite sure who Cozy Glow was at the moment. The name was familiar, but he was a bit more occupied with the pleasure shooting through him from the feel of Queen Axilla's magic on his length. Even so, he still hadn't reached full mast, the weight of his cock nudging it into a downward curve.

"Let me lend a hoof with that," Axilla said as she turned back around to face him. Wordlessly, she bent down, bringing her face-to-face with the flat head of his cock, and placed a long lick on it with her serpentine tongue. His cock twitched in response and a shiver ran up his spine. "Somepony is a little pent-up," the Queen remarked, privately shocked at how much larger her captive's cock was up close.

Ace nodded quickly, his hips shifting slightly as if he were probing around for an errant pussy with his length. What he got instead, however, was the warm, inviting mouth of the first changeling he'd ever loved.

With royal grace, Queen Axilla enveloped Ace's shaft, filling her face with thick, throbbing cock at a rate most ponies couldn't dream of. She stuck her tongue out from where it was pinned to the floor of her mouth and flicked at his balls, rolling them around with expert precision designed to do one thing: get Ace even harder.

One more push later, and Ace was now thoroughly swabbing the back of Axilla's throat, his hardening shaft and wide flare stretching her out in ways only a changeling could handle. Ace groaned as the Queen's throat squeezed his shaft, rippling up and down in ways that shouldn't have been possible. Soon, his flare was expanding, attempting to keep him lodged in the tight confines of her gullet. However, she pulled off him in one smooth motion, a small pop coming from her lips as the ridge of his flare passed. Ace whined as the welcoming warmth of Axilla's throat was replaced by the cooler air of the cavern.

"Looks like somepony is ready," Axilla said as she pulled away and leveled her gaze with Ace's.

"Puh-please keep doing that," Ace pleaded.

"Well, I could... or we could move on to something even better."

Ace shook his head in wonder. "Better? Wh-what could be better than that?"

Axilla turned back around, presenting herself to him once again. Stroking his cock in her magic as she took a few steps back to meet him. Aiming him down, she lined up his tip and, with a groan that spoke of a need long unmet, pressed herself back. The queen's pussylips spread wide, showing off the glowing interior they'd been hiding as they strained to permit Ace's still-flared cock. Her lubricating fluids and the traces of saliva that coated his length made the job easier, though, and he soon slipped past her labia and into her canal.

He wasn’t expecting her walls to be so…alive. The changeling queen's pussy was actively pulling on his cock as she slid down his length, using muscles only changelings could have had. He shuddered, feeling the tip of his penis sliding back and forth without her moving at all. It was beyond anything he'd ever felt with any of the other mares he'd claimed over his lifetime.

Not that he was thinking about the other mares he'd been with. Axilla was his everything now. Nopony—indeed, no pony—could possibly compare to her grace, her beauty, the squeeze of her pussy on his achingly hard cock…

Axilla looked at him over her shoulder, her expression betraying her lust for him. “Enjoying yourself, Ace?” Her words were laced with her enjoyment.

Ace nodded, barely able to keep his eyes straight from the pleasure coursing through him. If he hadn't been held aloft by the hardened goop keeping him vertically spread, he'd likely have collapsed from the sheer volume of sensation some time ago.

“Good.” Axilla pulled forward, her pussy desperately trying to drag Ace’s cock with it, and slammed herself backward, taking every one of Ace's nineteen inches as her chitinous thighs slapped against his hips. They had a surprising amount of give to them, and yet a firmness that was unfamiliar to the pony.

Axilla let out a strained gasp as Ace's cock hammered into her cervix and went straight through. When her flanks met Ace's hips, she stopped and rhythmically squeezed her pussy around the length of flesh lodged deep inside her. Her mind was bombarded with sparks of pleasure as her body accepted the first dick it had taken in months. Instincts as old as time commanded her to move forward, allowing the slickened shaft within her to glide backward until the flared end spread her cervix again.

In a half-hearted attempt to project an air of self-control, the changeling queen did her best to debase herself in silence. However, just about anypony could read the lustful expressions that continually rolled across her features, as well as the whimpers and moans that nonetheless managed to escape her: A pony could count themselves lucky to experience heights of bliss even half as dramatic as this.

Finally, even the queen's attempts at silence fell by the wayside as she was overtaken by her first climax. She moaned his name while glowing splashes of pussy juice squirted from where Ace and his new queen were joined, falling to the ground in large droplets and staining the stallion's crotch green.

Hearing his name pushed Ace over the edge. His growing pressure broke through, erupting from his shaft buried deep within his Queen. Shot after shot filled the changeling queen’s pussy causing her to hiss out her own pleasure. As he finished, two of the other changelings hurried and crawled under their queen. They licked the outside of her pussy clean as well as the base of Ace’s cock, then shifted down. Each changeling took one of his balls in their mouth and began gently suckling and licking.

The sensations were intense for Ace. He was still fully erect in the Queen’s pussy that was tugging on his cock and his balls were now being massaged by two tongues that seemed to know what they were doing. His breath came hard and ragged while Queen Axilla simply looked at him over her shoulder and smiled. Ace felt as though his heart were overflowing and wanted nothing more than to share it with his Queen. He began struggling to move as much as he could and give her as much as he could.

His efforts were rewarded by a surprised coo from the object of his affections. “Oh, Ace! You certainly got enthusiastic.” She giggled and pulled herself off of him. She turned to face him and touched her muzzle to his. “Would you like to mount me properly?” Ace nodded dumbly. “Maybe if you ask me nicely, I’ll–”

“Please, my Queen. There’s nothing I would enjoy more than to mount you and help your hive.” Ace pulled against his restraints and kissed the surprised Axilla. She pulled away, a pink cloud connecting their mouths for just a moment before she sucked it in. She closed her eyes, tilted her head back, and shuddered.

“MMmmmm. Ace. That was delicious.” Her eyes opened and she brought her head down to look directly into his eyes. “And that wasn’t just you regurgitating what I fed you.” She stepped closer and whispered into his ear, “Could you actually be falling for me already, Ace?”

Ace swallowed and nuzzled her cheek. “How could I not, my Queen?”

Queen Axilla pulled back and looked into Ace’s eyes once more. “You’re so right. There’s certainly no denying my greatness.”

“Or your beauty, my Queen.” Ace smiled and held her gaze. She smiled and licked her lips before leaning in to kiss him once more. Ace's love flowed freely to his Queen and he wouldn't want it any other way. She wrapped her hooves around him and fed to her fill.

She broke the kiss and leaned back again to look Ace in the eyes. "Mmmmm Ace. You just might be the most delicious meal I've ever had."

"Th-thank you, my Queen." Ace felt as though his heart would burst from her praise. The two changelings still licking and sucking his balls were making his cock feel like it was about to burst as well. A groan escaped his lips causing Queen Axilla to look down and smirk.

"Oh. Is Acey-wacey ready for round two?" She bent down and ran the tip of her tongue along the underside of his shaft catching the drop of pre as it escaped the tip. She brought her head back up to her full height and looked down at him. "I'll take that as a yes."

She wrapped his cock on her magic and began stroking it. A smirk played on her lips as she licked them. Her magic was warm and mingled with the moist heat on his balls. Ace shuddered spasmodically from the overwhelming levels of attention to his loins. Then there was a new feeling he had never felt.

He looked down behind him as best he could. Cute little Sweetie Belle was licking him up and down from his dock to his balls. Her warm wet tongue brought a new feeling of pleasure he had never even anticipated. She was joined by two more cute fillies licking and suckling his balls. Cozy Glow's half-lidded eyes coaxed him deeper into his realm of pleasure while Milky Tail's lithe muscle and excitement encouraged him to the edge.

A squeeze of his dick caused a gasp to rip from his lungs. He looked back up and tried to focus on Queen Axilla with swimming eyes. She smiled as she bent down to taste him once more. Her fangs scraped his cock lightly as her muzzle enveloped his entire length all the way to the base. He felt the last few inches of his cock squeeze into her throat and released a moan to reverberated through the cave.

Her throat contracted to squeeze him and tease his cock even more. He could feel the fillies under him getting more excited. Each of his balls was completely sucked inside a mouth while he could feel Sweetie Bell's tongue probing his rear entrance. He thrusted as best he could into his Queen's mouth, but she moved just right so as to prevent any further stimulation. He groaned and kept trying, only for her to keep him right on that edge.

"P-Please my Queen, let me cum for you!"

Immediately the fillies and his Queen released him, leaving him exposed to the cool air of the cave. He felt his eyes warm slightly as he looked longingly into Queen Axilla's eyes.

She leaned in close and spoke in a harsh whisper. "Why are you here?"

Instinct took over for Ace. "I'm here to stud and grow the hive."

Axilla leaned a few inches more and gave Ace a short but deep kiss, her thin tongue wrapping around his several times. She then pulled away and met his eyes once more. "That's right, my little stud. Now, let's take care of your need."

She turned and presented her glowing pussy once more. She pressed back into his cock and impaled herself to his base effortlessly. And that was all she needed to do. Ace's involuntary grunts echoed throughout the cave as he came inside his beautiful Queen. Grunt after involuntary grunt, Ace continued filling Queen Axilla. Even Ace could feel her stretching to take his load that just seemed to keep coming.

When he finally stopped, he was gasping for air and hanging limply by his restraints. Queen Axilla pulled away, her pussy squeezing and making sure none of his seed escaped. As soon as his softening cock popped out of her pussy, the other three changelings raced forward and began licking up and down his hanging shaft. He drew in a sharp breath as they traced their tongues around and over his sensitive head.

A hoof drew his chin up to meet the gaze of his glorious Queen. Her Midnight eyes bore into his soul, drawing out his affections. “You have given me a great gift this night. You shall be allowed to recover so that you may stud my entire hive. Thanks to you, my reign will be greater than all other changelings. Perhaps even greater than Celestia, herself.”

Such high praise warmed Ace’s heart and he barely felt it as he was released and let down to his hooves. He was brought to a lightly furnished cavern and laid on luxurious pillows. The drones then took turns fetching him food and drink. It wasn’t the freshest rations, but he was so famished he hardly cared. One drone began massaging his shoulders and between his wings while another worked on his hind quarters. He ate and drank his fill and soon his eyelids fell. His sleep was restful and rejuvenating.

Axilla's Amorous Arthropods

Ace’s bed was soft and warm. He felt warm air on his sheath and looked down to see his Cozy Glow nuzzling him. She looked up at him and smiled as she licked the opening, coaxing his penis from it’s hiding place. He moaned and pressed his crotch to her muzzle as she continued to lick the tip of his growing shaft. She licked his opening, catching the pre as it started dripping out. Each lick sent a shiver up his spine and he didn’t want it to end. But he also wanted more.

Once he was full mast, she climbed up and slid her firm pussy lips around his shaft. Her pussy was so warm and it pulled his cock in so nicely. He felt himself bottom out while she was still a few inches above his hips. He held on to her barrel and helped her to ride him. She was so cute with such an inviting pussy. Then he felt her insides open, squeezing his tip further in until she sat firmly in his lap.

Ace awoke with a gasp. Pupil-less green orbs set in black chitin greeted him. His breath caught in his throat and his stomach sank. Then he felt his cock get squeezed. His eyes traveled down to where their hips met and he realized it wasn't just a dream. He was screaming but heard no noise. But before the terror could fully settle in his mind, a calming voice wafted from above his head.

“Now Ace, why are you scared of your gracious hostess?” Queen Axilla leaned down and kissed his forehead. The fear and anxiety melted away, thus opening his eyes to truly see the changeling on top of him. She was nervous and maybe even a little embarrassed. Her ears swept back and she gave Ace a small smile. Her left fang was slightly longer than her right. It was cute. “Now be a dear and help young Illidae out. She’s our youngest.”

Ace reached up and brushed a hoof along his partner’s cheek. “You’re cute. Hng.” He thrust his hips up to meet hers. “And your pussy feels amazing, too.”

Illidae smiled and her chitin lightened just a shade toward Navy Blue. Ace grabbed her barrel and began helping her meet his hips just like in the dream. She hissed in pleasure each time his medial ring popped into her hot pussy, driving Ace to keep his rhythm with the young one. And her pussy, while not as experienced as the glorious Queen Axilla, still managed to tug on his cock just the right way every time he pulled out.

Soon, Ace was riding the edge and there wasn’t much he could do to stop it. His chest rattled as he let out a deep seated groan. There was a tickle in his ear followed by another kiss on his cheek as the Queen leaned down and whispered. “Cum for your Queen.”

Ace shuddered and felt the pressure build at the base of his cock. Illidae must have sensed it as well, because she pressed down to take his whole shaft. She ground her hips down while milking his cock as best she could. He let out a shout as he flared in the tight pussy and injected his first shot into her waiting womb. He thrust another time to shoot another larger load, filling her up. The next shot stretched her out, eliciting a groan. The next two stretched her out to near breaking.

Ace opened his eyes to a cute, round-bellied changeling smiling down at him and spearing herself on his shaft. He smiled back as she lifted herself off of his cock. She left him there and Queen Axilla laid on her belly next to him. She gave him another kiss on his cheek. “You’re a good stud, Ace. You’ve certainly earned this.”

She nodded to the entrance. Ace followed her gaze and saw three changelings bringing in several baskets. They laid them on the floor next to Ace’s pillows and opened them, revealing a mouth-watering smorgasbord. Seeds and spinach. Nuts and fruits. Ace ate his fill and guzzled down the accompanying tea. He stood and stretched his legs, yawning as he enjoyed the feeling of his full stomach.

However, his drowsiness was banished when he noticed the three changelings presenting themselves to him. Each tail was raised and held to the side. Each pussy was dripping and waiting. His cock dropped from its sheath and grew to its impressive size once more as Queen Axilla sidled up to him.

“Yes, Ace. Three mares, each waiting to take a load from their stud.” She stepped forward and lifted a hoof toward the first drone as it changed form into the athletic Rainbow Dash. “Would you like to start with your own kind? A pegasus as beautiful as she is fast.” She took a step towards the next changeling in line as it changed into Applejack. “Or would you rather start with the strong and sturdy earth pony? Surely capable of taking your powerful rutting.” She walked to the last changeling that had turned into Rarity. “Then there’s the beautiful unicorn. A brighter beauty not to be found, just begging for you to fill her with your seed.”

Queen Axilla walked back to Ace and drew her hoof along his throbbing shaft. “The choice is yours, dear Ace. Which pony deserves your glorious cock?”

Ace swallowed. He couldn’t decide consciously, instead letting instinct guide him to Rainbow Dash. Who better to mother a strong flier? He approached and she positioned her pussy perfectly in line with his penis as he mounted her. She was soaked and he slid in with little resistance, in spite of her tightness.

Passion took over and he didn’t hold back. His wings flared as he pounded her pussy hard and fast. Rainbow Dash’s wings flared in surprise as well, not expecting the ravenous energy of the stallion. A flurry of feathers and grunts filled the air as Ace hooked his forelegs around the erect limbs and used the leverage to pound himself into her even harder. The pussy around Ace’s cock squeezed and pulled him in, refusing to let him pull out even an inch. Ace opted to grind away until the familiar sensation began building in his loins. The head of his cock flared, lodging him even farther inside the mare. The way she was squeezing his cock, it felt like her pussy was playing an active role in keeping him standing upright. Finally, with a bestial groan, he released yet another heavy load, easily overflowing the little mare by the third geysering gush of semen.

And yet, even with the number of times he'd already filled changelings today, he still had a lot left to give. It practically squirted out of her pussy, staining his crotch and lower belly and getting all over his balls. It was almost as if there was something in the food they'd given him to boost his prolificacy.

He backed up off of Rainbow Dash and she was licking his cock and balls clean before he realized she had turned around. The sensation as well as knowing that Rainbow Dash was full of his seed kept him hard and ready for the next mare. They both smiled at him, shaking their rumps, so he decided to play a little bit. He walked behind Applejack and gave her a lick from her winking clit all the way up to her puckered tail hole. She gasped and looked back at him. He gave her a wink. “You get to watch one more time, AJ.” Applejack gave a petulant pout as Ace moved away and approached Rarity, who immediately perked up.

Rarity eyed him up and down as he approached, an appreciative smirk playing on her lips. She bowed her head down to the ground and held her hindquarters up to show her submission. Ace would be lying if he tried to say that a submissive pony wasn’t something he highly enjoyed. He mounted her and his excitement betrayed him, as his cock spurted precum onto her belly before he could fully get into position. A small moan from Rarity piqued his interest. He leaned forward, smiling. “You like my cum, Rarity? Do you want more?”

“Mmyes, Ace. Please. I need your cum in my pussy.”

"Oh, yeah? How much do you need it?"

Rarity pushed herself back against him, attempting to take his cock into herself, but Ace pulled away. He teased his flare along her labia, eliciting a whimper from the ivory beauty. Her juices slicked his tip which he lifted to tease her tail hole. She tried lifting higher to put his cock in her pussy, but Ace stayed firmly pressed to her ponut, spreading it just enough to make her groan. The stimulation on his head felt great and he began to thrust lightly into her tail hole. Rarity kept wiggling her rear in an attempt to get Ace’s cock lower, but Ace was appreciative of the extra stimulation, groaning as his cock bobbed around in her ass.

“Don’t forget why you’re here, Ace.”

Queen Axilla’s voice behind him shook him out of his teasing reverie. He turned his head to give her a nod, then pulled his cock out of Rarity’s ass. He realigned and shoved his whole cock into her pussy in one thrust. Rarity smirked and gave Ace the side eye with a hint of malice. Her pussy locked down, holding his cock so tight he couldn’t move. Her muscles began moving up and down his cock squeezing his head and stroking his shaft. His breath quickly became ragged as his cock was milked mercilessly. He looked down at Rarity and met her eyes. Sapphire on white gave way to cyan as the changeling dropped her disguise. “Hi Ace. I’m Elytra.”

She squeezed his cock one last time and he was launched over the edge. “Guh!” Ace’s call echoed through the room as he erupted deep within her. Her womb accepted his seed greedily, each white explosion being taken in and then making room for more. Ace’s eyes rolled back into his head as he was milked for longer than he thought possible. Her pussy kept stroking and he kept cumming. He felt himself sag forward as the weight beneath him shifted.

As his secretions began to less violently escape his shaft, he glanced down and couldn’t believe what he was seeing. This changeling, Elytra, was bulging out on both sides. By the time he was done, he was practically in shreds, barely able to stay on his hooves as he dismounted the changeling. He stumbled backwards, falling onto his rump. From there, he could see that her belly was mere inches from the floor.

“You bitch!” The middle changeling swiped at Elytra, but she deftly dodged the attack despite her full and round shape. The middle changeling continued. “You took it all for yourself. My eggs are just as useful as yours. Probably moreso.”

“Now now, Cercus,” Queen Axilla stepped forward, “Ace has plenty of seed for all of us.” She looked at him and licked her lips. “I can smell it.”

“Then I’m gonna take it.” The larger drone lunged and pressed Ace down to the hard floor. Somehow the force didn’t crack his head on the stone. Cercus began grinding her pussy against his soft cock, making it slick with her blue juices. She slid up to his tip and ground against it to pop it into her lips. Ace couldn’t help but stare in awe at this changeling as she grinned at him and pulled his soft cock up into her hungry azure pussy.

It felt so good. His soft penis was being held and massaged by this amazing pussy and Ace found nothing but joy in the experience. Even as it dawned on him that a changeling had kidnapped him and was doing this to him, he couldn’t help but enjoy the attention that his dick was getting. He relaxed and closed his eyes, opening them only when he felt two tongues take their place licking his balls. It felt so good, Ace was practically melting into the stone beneath his back.

There was a kiss on his forehead and he opened his eyes to see his beautiful Queen. She nodded to his partner and he looked down. There, riding his soft shaft, was little Cozy Glow. He felt a stir in his core and reached out to her. She leaned forward letting him wrap his hooves around her. His little filly was here to join him and he couldn’t be happier. His shaft grew quickly to fill her up. Her surprised gasp brought joy to his heart and he began grinding into her. He missed her and she was finally here with him. He wanted to stay like this forever, but her wonderful young pussy was already bringing him close to the edge. With a soft grunt he held her down and released. The tongues on his balls and her wonderful milking pussy kept him cumming for longer than he thought was even possible after all he had done today.

When he was finally done, he collapsed, laying completely limp on the floor. He looked down and saw his filly with a sizable bump on her belly and smiled. She smiled back and crawled up to plant a soft kiss on his lips. She rolled off of him and Queen Axilla scooped him up with her magic and moved him back onto his pillows. They were so comfortable he fell asleep immediately.

Awesome Altered Awareness

Ace awoke to the feeling of hooves on his erect penis. The sound of wet smacking soon joined in and he opened his eyes to see Cozy Glow and Milky Tail making out on the pillows next to him. Their tongues explored each other’s mouths while their hooves explored each other’s bodies. The scene was exciting and he nearly joined in, but the hooves on his cock drew his attention down between his legs. Sweetie Belle was there using her small hooves to work his cock as best she could. Their eyes met and she gave him the sweetest smile before leaning down and licking his cock from base to tip. She flicked her tongue right at the end, teasing his opening and causing him to shudder. Giggles drew his attention back over to the two fillies rubbing each other’s pussies.

They smiled at Ace as he felt Sweetie Belle crawl up his body. She kept his stiff staff between her legs and slid a slick pussy along its length as she did so. It was warm and enticing. She got up to his muzzle and gave him a kiss. Her tongue probed his mouth as her fillyhood slipped down the tip of his cock, barely holding it between its lips. He began to thrust his hips as his tongue explored the filly’s muzzle. Her tongue was soft and pliable against his own practiced muscle, and her little squeaks caused his cock to throb at her entrance. Sweetie Belle maintained eye contact while she worked her tight pussy all the way down his length.

Somewhere in the back of his mind, he was reminded that his cock should have been poking out of her mouth. It shouldn’t have fit in her small frame. But this knowledge simply made his cock throb harder in her tight tunnel. Her walls massaged his shaft as she pulled her way back up. She smirked as she got to the end of his cock and Ace prepared for the little filly to drive herself back down. But she didn’t do that. With an almost painful pop, she pulled herself off of his flared tip and moved to the side. Milky Tail was right behind her, waiting patiently. Her blue bangs framed the cutest cream colored face. Her evocative ruby eyes bore into his soul as she stared at him around his cock, making Ace squirt a shot of precum into the air and into her hair.

Just like Sweetie Belle, she crawled up his barrel dragging her soaked pussy along his turgid trunk. Once she reached his tip, she didn’t hesitate. A loud grunt exploded from Ace’s chest as she shoved past his flare and landed hard on the base of his cock. Ace could feel his pressure building. One more of those and he would be sure to cum and fill his sweet sweet Milky Tail. She ground her hips into his a couple times while she licked his chest. Ace was going crazy and ready to cum for his filly. Then she stopped, lifted herself up, and with another painful pop, pulled her pussy past his flare and completely off of his cock.

He was about to reach for her when Queen Axilla’s voice came from behind him. “Now now, Ace. Let them have their fun. They are just little fillies, after all.” Her voice soothed him slightly, giving him the strength to resist his base instincts for the time being. He watched as Milky Tail walked over to Sweetie Belle, shoved her down into the pillows, and then assaulted her pussy. Sweetie Belle’s moans of pleasure were nearly enough for the pent up stallion, but he looked down to see the third filly smiling innocently at him.

Cozy Glow bent her head low and began licking at the filly juice that covered his balls. The sensation caused him to begin bucking his hips involuntarily. Soon, his free flowing precum was a small waterfall dribbling down his cock, where Cozy Glow eagerly licked it up off his balls. When she was finally satisfied that his balls were clean, she looked up into his eyes and gave him her most winning smile. Then she began her work on the base of his cock. Just like a melting ice cream cone, she bobbed her head side to side in order to catch all of his dribbling precum. She very slowly made her way up his shaft. Each inch up sent an explosion of pleasure from his brain, soon to be followed by the agony of having to wait another minute for the next inch. All the while her head kept circling his shaft to catch all his dribbling precum.

When she finally reached his flare, it had grown even more and he was no longer even able to fit into Cozy’s mouth. This didn’t stop her from lapping at his tip and collecting his pre from the source for a solid minute. Ace was so close to cumming that he was nearly nauseous. He was sure that his cum would shoot across the entire length of a hoofball field at this point. Then Cozy stopped licking his tip.

He looked back down to catch her eyes, but was surprised to see the cyan eyes of the changeling where hers had been. The changeling stood to her full height over his body as the other pairs of hooves held his forehooves down to the floor. The changeling standing above him smiled and began to drop a small phallic protrusion. he watched in growing horror as the changeling lined her phallus up with his and pushed forward. Their tips touched and nothing seemed to happen at first, but then Ace’s cock expanded.

He could feel the phallus of the changeling entering his penis. He could feel his penis stretching and his logical brain was telling him that it should hurt, but the stimulation kept him right on the edge of cumming and he'd be lying if he didn’t want just a little bit more of it. He felt a small squirt of warmth inside his shaft and he nearly came from the sensation. It was so warm and comforting. Then the changeling standing above him shifted.

He watched her shift her hindquarters higher up his torso and soon learned why he was being held down. He felt a pressure build at the tip of his cock. Then it began stretching. Small twinges of pain began to make their way from his cock to his brain He squirmed under the changeling that held him down as the pressure moved past his tip and traveled down his shaft and into his balls. He felt them expand and grow heavier between his legs. He felt a panic rise in his chest, wondering what they were doing to him.

“Ah. I see you have questions.” Queen Axilla’s voice right next to his head scared him and he felt his cock twitch, trying to shoot some more precum but being blocked by whatever this pressure in his balls was. “We are depositing our eggs inside your body. It ensures proper fertilization as well as making it more fun for all involved. You do want our eggs properly fertilized, don’t you?”

Ace could only nod as he felt the changeling phallus remove itself from his cock. The relief washed over him in waves of warmth. He felt his rod twitch and release another gush of precum, relishing the feeling of it cascading down and pooling around his balls. The changeling on top of him leaned down and kissed his cheek. “I’m glad I was your first.” Ace recognized the voice as Cercus and felt oddly relieved that her turn was over.

The next in line stepped up as Cercus moved to the side. He recognized her as the first drone he fucked. Illidae looked nervous as she stepped forward to mount him. His cock still pointed straight up which made it a bit awkward for the smaller changeling. She lifted one of her hindlegs up over his hips to allow her ovipositor access to his penis. She inserted it so slowly and gently that Ace wouldn’t mind having her do it on a regular basis. Her’s was also a bit smaller than Cercus’ so it didn’t stretch out his cock as much, and the gentle stimulation inside his cock was pure bliss.

He found himself pushing up to meet her as she inserted her appendage and he felt amazing as his tip made contact with the base of her tool. Then she brought her hips forward and immediately he felt the tip of his cock start to stretch to receive the egg. He couldn’t hold in his moan as the egg bulged out his shaft and traveled slowly down towards his balls. His balls grew even heavier as he felt them grow between his legs. He was so close to cumming he began thrusting up into Illidae’s base. Her ovipositor in his cock felt so good and he wanted to finish with it, but a hoof on his chest made him stop.

He looked up into his Queen’s eyes and she slowly shook her head. “Not yet my marvelous stud. Trust me when I assure you, your pinnacle of pleasure will be upon you soon.” She leaned down and kissed him deeply, her tongue exploring his mouth freely as he felt Illidae remove herself from his cock. Another gush of precum came from his penis and he moaned into Queen Axilla’s mouth. She then broke the kiss and smiled down at him. “Now watch as you fulfill your purpose, my stud.” She used her hoof to lift his head so he could watch as Illidae’s sister stepped into position.

“Coccine gets excited when she deposits an egg.” Queen Axilla’s voice was tinged with excitement. “Watch the cute face she makes.” Ace’s focus instantly shifted to Coccine’s face. Her mouth was open slightly and she was breathing quickly. Her face was slightly red under her dark chitin. She licked her lips and let her tongue fall limp out of her mouth as she extended her ovipositor above his cock. Her breathing turned ragged as she began to insert herself into Ace’s penis. Ace found himself breathing just as raggedly as Coccine. Her excitement was infectious and he wanted nothing more than to watch her finish.

She pushed herself into his cock with small rhythmic humping motions that Ace matched. She looked into his eyes and smiled as she pressed her base to his tip. Ace groaned at the stimulation, keeping his gaze on Coccine’s excited face. He grunted as the egg began stretching out his tip once more, but he kept his eyes on the changeling that was filling him up. He gasped as he felt the egg slide down his shaft and thrust up onto Coccine’s base as the egg settled into his growing balls. She let out a tiny gasp and shuddered, squirting the inside of Ace’s cock with extra juice while she ground down into his tip just a bit longer. Her breath came long and hard as she removed her phallus and stumbled off to the side. He tracked Coccine for a moment before another changeling caught his eye.

She was shapely. Her chitin caught the light just a little bit more. Her colors were brighter. Though none could ever be as beautiful as his Queen, Elytra was certainly the most beautiful of Queen Axilla’s children. And she knew it. She sauntered over and took her position above Ace. Her hips swayed effortlessly as she positioned her ovipositor. Her seductive moan as she entered Ace's cock sent a shiver up his spine from the base of his cock. She slid in smoothly and without any resistance from his cock. By now, the stretching of his cock around the ovipositor made Ace moan his pleasure uncontrollably. He wanted to feel this every day. Elytra sunk her phallus all the way into his cock and ground against his cockhead. Ace simply pushed back, loving the pleasure she was giving him. He felt a familiar pressure building at the base of his cock and he simply ground his tip harder against the ovipositor base. He was so close, his tongue was tingling.

A sharp pain around his cock froze his body and completely dissipated his impending orgasm. Queen Axilla’s teeth were bared around his cock looking ready to bite it clean off. She stared into Ace’s eyes for a moment before removing her teeth and licking around his shaft with her warm, serpentine tongue. Ace noticed that her body was rounder since the last time he’d seen her. She turned around and brought her face next to his. “That was a bit too close, Ace. Am I going to need another stud?”

The implication of her question hit Ace in the chest like a bag of bricks. Fear began to build. Fear of losing all this pleasure. Fear of failing the hive. Fear of losing his beloved Queen Axilla. He felt the tears forming in his eyes as he replied. “No, my Queen. I’ll behave. Please don’t replace me. Don’t kick me out of the hive that I love. Don’t make me leave you.”

Queen Axilla smiled. “I don’t want to replace you, Ace. You’re the best stud I’ve found in nearly a century. It would be such a loss if I had to eat you instead.” The slight chuckle in her voice eased his nerves despite what she had just said. He smiled back at his Queen and only one thought filled his mind.

“I love you, Queen Axilla.”

“I know, Ace.” She leaned down and gave him a gentle kiss while his cock was stretched one last time to allow Elytra’s egg to be deposited into his now giant testicles.

Ace couldn’t help but moan as Elytra began thrusting into his cock, but a dirty look from Queen Axilla made her stop. As she pulled her ovipositor free, Ace’s cock erupted. A thick river of precum poured out of his dick, soaking his barrel, his crotch, and his pillows. The changelings swarmed him like they hadn’t eaten anything in months. Two began licking and slurping along his barrel while the others dove into his crotch. They cleaned him with their tongues for what felt like hours. The two on his barrel seemed to know all his extra sensitive spots and continued to tease them. Occasionally they would pull a hair and the micropain sent tingles of pleasure straight to his cock, which would twitch and release more precum for them to lick off of his body.

The two on his crotch made quick work of his super sensitive balls. Each lick sent a bolt of lightning up to the tip of his cock. Soon they were buried in his flesh and they cleaned every nook and cranny between his balls and his thighs. Between the four tongues roaming some of his most sensitive spots and the knowledge that he was full of their eggs, Ace was surprised that he wasn’t erupting his cum all over the ceiling of the cave. Then they all met at the base of his cock. Four tongues entwined around his cock and each other. The chaos of it all was bringing him close and he wanted so badly to release his seed.

“Enough.” The four changelings stopped and stood off to the side in a line from shortest to tallest, almost like they were going to have an inspection. “Ace. Come.”

He turned his head and found his Queen laying on the floor of the cavern, presenting herself to him. Ace tried rolling onto his hooves, but found his new enlarged balls made it hard to do so. He struggled for a minute or two but finally made it to his hooves. His balls were still resting on the ground behind his hindlegs. They had grown so much. He began slowly pulling them behind him, dragging them along the floor as he made his way to his Queen. The rough floor on his sensitive sack kept his cock twitching. His precum was pouring out of the tip, lubing up the floor to make his journey easier.

When he finally made it to his waiting Queen, she was unable to hide the lust in her eyes. Ace watched and shuddered as his Queen devoured him with her gaze. Her eyes wandered from his chest, down to his large throbbing cock and back to his massively filled balls. Excited by this, he decided to take in the full sight of Queen Axilla. Her Midnight eyes were hungry and they matched the hue of her horn as it sprang to life with magic. The now familiar tingle of magic wrapped around his cock, stroking him gently. He relished the feeling as his eyes traveled down her body to her rounded barrel that had replaced her lithe form. Ace realized he had done this to her and pride swelled in his chest.

“Come. Deposit your Queen’s eggs where they belong.” His eyes landed on his prize. Her glowing, winking pussy. He was mesmerized by its beauty. Her bright juices dribbled out, forming a glimmering blue pool below her seated nethers. The sweet acidic scent reached his nose and he wanted to lap it all up, but a pull of magic on his cock brought his eyes up to meet his Queen’s. “Do you mean to keep your Queen waiting?”

Ace all but jumped on top of his beloved Queen. Her magic guided his cock to her entrance and he slammed straight to his hilt. Queen Axilla moaned out as she was suddenly filled by her stud’s massive member. Ace held himself there, his eyes eagerly searching for his Queen’s approval. As her pussy grew accustomed to his cock once more, she turned to face him. “Ace your cock is quite amazing. Rut your Queen to your heart’s content and deliver her eggs.”

Ace needed no other encouragement. He began pounding into her wet, hot pussy and soon felt that wonderful pressure before release building. His balls twitched behind his legs and he slammed into her pussy one last time as he felt his load begin to expand. He pressed into her pussy and released gush after gush of cum into his Queen. Then he felt it. The egg squeezed from his balls and into the base of his cock. The stretch squeezed the walls of his cock into the walls of Queen Axilla’s pussy.

“AAAH!” Their simultaneous scream frightened the drones in the room and they hid behind a large rock. Ace could feel Queen Axilla’s pussy helping to squeeze the egg out of his cock and into her waiting womb. Slowly, she squeezed her pussy around the expanded cock, inching the egg to the head of his cock. As she finally squeezed it out past his cockhead, he grunted and spurted a couple more times in a mini orgasm.

His head was spinning, but he wasn’t done. His cock wanted more. He wanted more. They’d been teasing him for hours and he was plenty pent up to give his Queen a full ocean of cum. He began hammering away at her pussy once more, noticing that she began to push back and meet his thrusts. He watched his Queen’s face as it flushed and her breath became ragged. He listened to her moan and felt her grind her pussy into his crotch with each thrust. Her luminescent fluids began splashing around his cock and he could swear her pussy was heating up.

“Please cum for me, my Queen.”

Queen Axilla froze, encasing Ace in her magic and stopping his movements. The glare she gave him could have killed. “How dare you give me a command. Give me one good reason I shouldn’t kill you right now.” Ace could feel her magic field tightening around his neck, threatening to cut off his air.

“Please, my Queen. I meant no offense. I would never want to tell you what to do. I was simply asking for the honor of having you cum on my cock.” He had to force his words out through his restricted throat, but that wasn’t what was hard for him. Queen Axilla was holding him with his cock still buried in her pussy. Even as she glared at him and threatened to kill him, she continued massaging his cock. He felt another orgasm building as he hung there in her magic. The tight ring around his throat only heightened his pleasure as he struggled to breathe.

He didn’t know how long she held him like that, but eventually her look softened. Her smile returned and she spoke. “Very well, my stud. If you beg me, I may grant you the honor of seeing me cum on your cock.” She tightened the magic a bit more completely cutting off his air. “But you better beg for all you’re worth.” She released her magical hold and he sucked in as much air as he could.

And he came. His cock erupted inside her amazing pussy, spraying her walls with even more cum than the first time. His grunts echoed throughout the cavern as his cum began squirting out from her pussy, spraying his crotch and dripping out onto the floor. Then the next egg was there. It jumped from his balls straight into his cock, catching at the entrance to her sex. Ace looked down, marvelling at the huge lump in his cock sitting right outside his Queen’s pussy. He could see her lips trying to open and accept the rest of his cock, but not quite opening enough.

The massage of his tip in his Queen’s pussy combined with what he was staring at to build the pressure behind the egg. He could feel his next orgasm building behind the egg and was a little worried about what was going to happen, but his Queen’s voice broke through his thoughts to ease his mind. “Push, my stud. Push your giant expanded cock into your Queen’s hungry pussy. Deliver my egg where it belongs.”

He did what he was told and began pushing with everything he had while he felt his Queen push back against him. Between the pushing and her pussy pulling on his cock, Ace felt as though he was about to explode. Queen Axilla’s pussy began to warm up once again and he could feel her slickness increase. He continued grinding against his Queen until finally, with a slick schlorp, he pushed the egg past her lips and hilted his cock. He came hard.

The egg in his cock shot straight out and into her waiting womb, the sudden exit of it shocking his entire body with signals of pain and pleasure, the likes of which he had never felt before. And he continued to cum. Wave after wave of cum gushed out of his cock, overfilling his Queen and splashing out onto the cavern floor. Then he felt the next egg move. He kept his cock hilted in the glorious pussy of his Queen and allowed it to slide up and out of his shaft right behind the other one. Her pussy massaging the egg out of his cock felt so glorious, that Ace wouldn’t mind having this feeling every day.

Queen Axilla cooed as she pulled the egg from Ace’s cock and tucked it into her womb. She wriggled her rump back against Ace as he rested on her back. He was tired now. Having to shove the egg in and cumming twice in rapid succession had drained his energy. He felt a kiss on the top of his head and looked up. Her eyes of Midnight Blue were bright as she smiled at him. “Ace you’ve performed wonderfully. Deliver my final egg and I will allow you to make me cum.”

Her words gave Ace a renewed vigor. He propped himself up and began a slow thrust with a focus on stimulating his Queen. Her breath caught for a moment at his new technique. She turned back to him with a dangerous smile. “Remember, deliver my egg first.” Ace nodded and shifted his focus slightly back to his Queen’s wonderful massaging pussy. It made his cock feel wonderful and the idea of pleasuring his Queen made his cock even harder.

Queen Axilla’s breath began to come quicker as she began pushing back to grind on him once more. Ace angled his cock back to allow more direct stimulation of her clit with his medial ring. She shuddered at his attention and pushed back harder, clearly working on her own pleasure around his cock. Her walls squeezed his cock with more intent. Instead of being pulled in as far as it would go, he felt it being angled up into a soft lump. He could tell his Queen enjoyed this immensely, but he possibly enjoyed it more.

His cock head kept brushing this soft rough flesh in his Queen’s pussy and he felt his orgasm building with each stroke. He began matching the angle his Queen was using and very quickly felt the pressure at the base of his cock. “Faster, my stud. Make your Queen cum and deliver my final egg!”

Ace came harder than he had the whole day. He jammed the tip of his cock into that lump in his Queen’s pussy and sprayed his seed directly at it. The egg made it’s way into his cock once more and he heard his Queen’s breath catch. A low moan escaped her throat that felt like it matched the slow release of the egg from Ace’s cock. As it popped free of his tip, he felt her pussy convulse around his cock, squeezing and releasing spasmodically. The uncoordinated movement caused the egg to stay right where it was released such that it continued to stimulate Ace’s cock head while his Queen rewarded him with her orgasm. Ace watched with rapt attention as she convulsed beneath him, sucking in shuddering breaths.

As her orgasm subsided, Ace could swear her chitin changed color slightly. More than a flush beneath the surface, it appeared to actually lighten in color. But it soon returned to normal as he felt her pussy return to normal and pull the egg back into her womb. She turned to Ace and smiled. “You are, by far, the best stud we’ve ever found.” She pulled off his cock, stood, and turned to look down at him. “But don’t let that go to your head. You are mine now, and you will continue to be mine until you are no longer useful.”

Ace bowed his head. “Yes, my Queen. I am your stud. I am here to breed for the hive for as long as I am useful.”

“That’s a good stud.” She mussed his hair with a hoof and began walking out of the cavern. Ace watched her leave, her gait hindered slightly by all the eggs she carried. She was beautiful and everything Ace would ever want in his life. He smiled and returned to his wet and smelly pillows. He would need his rest if he wanted to serve his Queen.

Author's Note

I want to thank everyone on the Adult Writer's Discord for the encouragement and feedback on this piece.