Deciding against having his way with her again and levitating her up the stairs to wherever the bathroom was, he watched her body peacefully sleep. She’d look so innocent if she wasn’t covered in and leaking cum… It is a good look on her though.

The changelings penis had returned to it’s sheath and yet he still felt a twitch there watching his own semen drip out of her pony pussy. Who knew ponies were so good? We should’ve abducted them if we really wanted love. An inner conflict started. That wasn’t love, but why the hell am I so full then?

After thinking, and thinking hard, he came to the only conclusion he had: the spell replaced his hunger for love with a hunger for lust (or maybe just a want for fucking). That’s probably why I’m so constantly horny today too.

Flitter hadn’t spent much time with other changelings doing more than just hanging out, before Fluttershy he was a virgin and he was 100% sure she was too until he arrived but he’d masturbated a few times so he still knew changelings -or any other creatures for that matter- didn’t last three rounds cumming huge amounts of cum every load.

That spell’s warning made sense in hindsight, the power to seduce and basically enslave any pony you wanted to could take over Equestria! Would he? That was a question for later.

Seriously though, it was a godsend for him, friendship was a fun idea in theory but why stop there? He’s changed so much in one day it shocks him, but not for too long.

Moving on he found the bathroom and found a large walk-in shower, that’ll be enough to clean us off, however… Checking out her dribbling pussy again he smirked at an impossible idea I could just forbid her from cleaning, she’d never disobey me so she would always be drenched in me and my seed. Chuckling, he turned to his reflection, Flitter was always an slight above-average changeling in looks by changeling standards though he distinctly remembered not having fully pink eyes. Perks of the spell, I guess.

Eyes drifting back down to her body he smiled again, I’ll wake her up, it’s not fun in if she isn’t begging for it… That’s a lie. Maybe later then.

Walking into the shower he looked at it, it was so much nicer than the things they had at the hive, that was only a bucket of water that you poured onto your self with magic, you refilled it and then you do it again, the sole hot water ‘shower’ was for Chrysalis and her alone. I won’t miss her. And even if I did return it’s not like she’d be able to do anything against me anyway.

“Mmmfff.” A groan broke him from being stuck in his mind, looking to the floor his new lover? was waking up and feeling to after effects of their sex earlier today. “W-Where am-“ their pink eyes locked and the immediate clarity came into her head. “Master!” Feeling well rested, she stretched before standing up on her feet, “Is there anything you want me to do?”

It sounded innocent enough but with him still dripping off of her, he couldn’t imagine she meant anything innocent. Some cum dripped down her snout as she smiled at him happily. She did need to clean up, but it was her fault that he has an erection.

“You should have a shower. But I think first you have to take care of something for me.” There were so many possibilities: he could make her stroll around that village he saw in this state but he didn’t want to be outed and it wouldn’t achieve anything anyway.

Flutters’ eyes were on him, her only distraction some cum to lick off of her face. “Anything you need.” It gave him a sense of power having this sway over her, knowing she was completely at his mercy, but he’d be merciful this time.

Straightening his front legs and pushing his hips further towards the ground he displayed his problem to her. “This.”

Shifting her gaze from his she stared down, the item in question was covered in a mix of his own cum and her juices making it glisten in the light of the sun shining in through the window, it was still midday. “Oh.”

Has she…? Is she still-

“As you wish master.”

Nevermind, she’s still my slut. Good. The effects hadn’t worn off or anything, she was still his, thinking back on it he could’ve just noticed her eyes were still pink but that wasn’t on his mind now. Fluttershy was getting onto her knees positioning herself under him, her muzzle now inches from the head. Taking a breath in through her nose the musk of his slick penis making her feel like she was before, needing him, wanting to be dominated by him and only him with her just a toy to use, his slave in a way,

This wasn’t the first time the thought of belonging to him turned her on and it wouldn’t be the last. Leaning forward she greedily and readily took him into her mouth, it still was a challenge but easier this time fitting him in her. She could taste them both on her tongue, The shower is right there and he’s still letting me clean him, Master is the best!

Taking him deeper in, the lubrication already on his hard cock helped her. Fluttershy twirled her tongue around it as she went further down, above her the changeling watched on in glee, If she really is a slave to me then the possibilities of- “Ah! Good girl, Flutters.” -the possibilities of what I can make her do are endless. I know I could make her do things because she’s my slave but I bet she could be willing to help me corrupt others too. All she’d have to do is invite a friend over innocently and… Devious thoughts like those only turned him on even more, bringing him closer to cumming down her throat again.

Now with her pussy dripping for another reason, Fluttershy had a happy face deepthroating his meat “Mmmmmm!” Nothing pleased her more than pleasing her master, she knew that, but when the two pleased each other and he was using her like a toy, moments like this were even better. Her lover pulling himself out of her obviously were a small bit disappointing for her, but that’s what master wants. So she didn’t mind much.

“What do you say we get in that shower now, hmm?” Looking down on her she looked like a dog waiting patiently with her big eyes and enthusiasm radiating off of her, only dogs probably weren’t covered in his cum and rubbing their privates on the floor like she was.

“If you want Master! Wouldn’t you like to finish though?” Standing up she questioned him, she’d usually hate doing this but this was for her master after all.

“Maybe if you get in that shower you’ll find out, Flutterslut!” Recognition coming into her eyes she sauntered through the open door, swaying her hips more than she normally would, looking back at him lustfully.

Slap! “AAH!” His hoof collided with her flank making a slap resonate through the room, a visible shiver ran up her back and her eyes glazed over. Looking at him with adoration she turned and moved fully into the shower, her genitals leaking from the arousal flooding her. Much of what coated her body was all over her bathroom floor, but neither wanted to go into the shower to just clean.

His raging erection only flared seeing her body shake, following soon after he nearly had his snout in her he was following so closely. Flitter’s eyes were staring at the sight in front of him, her fat ponut swaying back and forth in front of him, calling to him. And why shouldn’t he take what’s his? Smiling devilishly, his tongue shot out of his mouth.

Just as she arrived at the shower controls she was attacked, “Aaah!” She was moaning joyously, feeling his tongue do a long lick up her anus. The yellow mare didn’t nearly expect it, but knowing her master enjoyed her body, she was ecstatic he enjoyed every last part of her. Stumbling forward her hoof quickly turned the shower on, turning the small wheel she was greatly pleased that the shower was already warm hitting against the fur on her back.

Both were needy with her parts dripping like a broken faucet and his tool throbbing angrily. We both want this, we probably NEED this, she definitely does, why not make her wait just a bit longer? Standing up straight he looked her dead in the eye, “Why don’t we get cleaned up then?”

He couldn’t say she was sad, only surprised and definitely still horny for him. “Y-Yes master.” Leaning over she used her mouth to grab the brush there, turning to face him a green glow took it out of her mouth floating it before scrubbing her back with some soap he also grabbed in his magic.

Anticlimactically for her they just cleaned the other casually, him using the soapy brush to get every inch of her cum-drenched fur while she generously offered to do the same to him even while he wasn’t as filthy as her. The pony seemed tense even while she happily hummed to herself, he noticed she occasionally lingered longer than she should have cleaning his genitalia thought other than that she obeyed him doing little more than cleaning. Her eyes constantly flickered downwards, with her expression nearly troubled.

I think I’ve teased her long enough. She was absolutely pretending she wasn’t bothered by this, her clit is constantly winking at me and there’s probably more moisture in there than in her mouth now. Looks like my hole needs her release. Analysing her and seeing she was clean now, he placed the brush back in its tray his head tilted down to see his prize, Fluttershy was facing away pointed at the wall with the shower’s knobs sticking out of it. Horn flaring he chose his target.

“AH!” The magic stretched her anus out, revealing a fleshy pink inside hidden away just begging to be touched. Sticking her ass out further towards him, the once-innocent mare placed her front legs onto what operated the shower arching her back and balancing herself. Not needing to look back at him, she let him do whatever he wanted (which she was sure she’d love too).

Grinning in satisfaction, and knowing she’d have her face as needy as usual he decided to not stop here. Changelings have much longer tongues than ponies, that’s common knowledge taught in schools, let’s see if she remembers. Bending down and pressing his lips against her hole it looked like he was preparing to french-kiss it, and he was. The slimy muscle shot into her, breaching her soft outside and squirming its way in.

“Sweet Celestia!” A breathy moan escaped, with his lips turning upwards at the sound. She’d never even put her dildos up there! This was entirely unexplored territory and it was thrilling, “Yes! Deeper! Please!” Getting given the pleasure she needed by him after being teased so much was everything to her.

Writhing inside of her, he was enjoying this too, getting to have her body all to himself. Her own musky smell was in his nostrils deepening his lust. Not focusing on anything else he made sure to taste every last crevice of her taint before pulling out quickly forcing her orgasm on her and getting his slut to stick her head up in the air moaning, not caring who could possibly hear. Juices sprayed at him and thankful they were still in the shower he got back onto all four legs.

“I think it’s time to move onto the next stage. What do you think?” Mockingly asking, he placed his hooves on her back, climbing up and presenting his dick once again, waving it tantalisingly at her aware of her want.

“Yes!” Please Master I’m begging you! Fuck me!” I need him, I need Master’s fat fucking cock in me now! Please!

Flitter watched her writhe under his control, watching his every movement, desperately awaiting her master plunging his hardness into her ass. Pushing against her gently he made sure not to not force his big and black changeling cock, only having it toy with her hole. Alright, she’s had her fun, my turn. and just as it was about to enter-

Knock, knock, knock. -a distant banging on the front door stopped him as well as a distant and muffled voice probably calling for her, both turning their heads to the bathroom’s door their faces showed how disappointed they actually were with this interruption.

“You’re going to need to get that.” She still lives here and probably has people visiting. If she just shut herself off then other ponies would be suspicious, and for the wrong reasons. There was no other choice.

Feeling him take his hooves off her back panic set in, quickly disappearing with her brain telling her her master knew best. “Yes Master.” Head down, she moved out of the shower. Grabbing a towel and quickly drying off most of the water she peaked her head through the door to shout to whoever was there “I-I’ll be there in a second!” Turning her head one last time she locked eyes with her Master, she wanted to stay obviously but he always knew what was best and she’d never disobey him, n-not even if it meant… eyes drifting down she headed out the bathroom and down the stairs, unable to get the lengthy tool out of her head.

Back at the shower he was standing just outside of it almost angrily, It was right there! If that pony hadn’t come here then I would be balls deep in her ass right now! Pacing back and forth he thought, Who’s at the door? She probably knew them but I don’t. Like a lightbulb in his head an idea arrived. Maybe I could get to know them though. At this point he didn’t even know the gender of the pony outside but maybe he’d enjoy another to add to his now quickly growing collection. I can’t kid myself, of course I would.

Walking to the door to check out who was outside Flitter recalled a small problem to deal with. What am I going to do with you? Penis standing straight, it didn’t look like it was going away anytime soon, still throbbing on it’s own. Well, my Flutterslut was what got this thing down earlier, why not now?

At the thought he was heading downstairs, he spied her just about to open the door, face slightly sad. It would cheer her up. his mind added, though it didn’t make any difference, he knew what (or more accurately who) he was going to do, no matter who’s at the door.

With it opening enough to show her head and most of her front hoofs she greeted the new pony in her usual jovial tone, “Oh, hi Rainbow! What brings you here?”

The newly-names ‘Rainbow’ spoke up, her voice raspy yet definitely female, “Did I just get you out the shower?” Receiving a polite confirmation she went on, “Hehe, sorry, anyway, you know how I’m going to my first day at the academy soon? Well I wanted to know if you’d want to… y’know… hang out before it happens.” The second pegasus was flying when she arrived but seemed to be kicking a rock on the ground now awkwardly.

“Oh, well I’m kind of busy now but…” not listening to her he had to get a better view of who was at the door.

Moving to a window, still obscured from Rainbow’s view by the front door still being held in place there helpfully by Fluttershy, the changeling got an eye on the pony there unaware of his presence looking at her body too much to notice any details like what she was talking about. She’s looks less girly but she’s hot! Her body’s not nearly as pronounced as Fluttershys but it’s still amazing. Her clear athleticism brought out more muscle while still leaving a jiggle in her ass. She’ll do nicely.

Studying the blue pony’s body and its own unique curves just made him hornier, he could return to that one but this problem had to be dealt with now.And I’m at the perfect angle for it. Eyes pointing forward her rump was directly in front of his line of sight with the hole he’d been craving right there for the taking. She might want to be quiet then. Devilishly smirking he quietly tiptoed forward towards her distracted self imagining what pleasures her ponut sticking out at him held.

Meanwhile only a second ago, “Sorry, I can’t today.” Looking away she felt guilty, but not nearly enough to change her mind.

“Well why not?” Dash was really wanting her to join her today, Surely she can join, I mean, she’s always put things off to ‘hang out before. The vibrant pony at the door loved spending time with her and she was fully aware the mare before her felt at least some of what she did, she’d go as far to say she adored spending time with her considering she’d always hoped they’d be able to end up together one way or the other romantically. Besides, Flitter wasn’t the only one who lusted for the fat-assed mare, Rainbow had rubbed quite a few off on the thought of her.

“I kind of have some things around the house I need to do, s-sorry, you know I want to but I can’t.” Deflecting her questions of why she couldn’t join her closest friend she knew she wanted to go with her, but her head didn’t want that, at least not right now, he was what filled her mind. There was still a special place in her heart for Rainbow Dash alongside her Master, just she couldn’t take care of her lust right now and the yellow pony needed him in her.

“Why don’t I help you then? We could get things done quicker that way!” The speedster was always stubborn like this, Why is she being so amada- adamanant- that’s not it… Why won’t she budge with this? I only want to help. Making sure to look her in the eye she was about to speak again, only now noticing something… Her eyes weren’t pink were they? I thought they were a-

“I’m sorry Dashie but this needs to be taken care of alone.” Her ears twitched hearing her Master moving behind her, but knew that ‘Dashie’ wouldn’t be able to with the door hiding both him and his sounds. Please, I’m begging you, just go.

“ No, ‘Shy, don’t use pet names on me, do you need seriously not want my help with something?” She’d always at least tell me what’s wrong, what’s with her today? We-We’re usually so close… What’s…

Back to the changeling, he reached her, tired of waiting. With one hop he got back into his position from earlier in the shower, his front hooves on her back and his now even more needy dick pushing against her hole. This’ll be fun.

“I-I don’t, I- umm- I’m sorry. I don’t w-want to keep doing this but… well… I can’t.” It was possibly the worst defence ever made but only half her mind was focusing on it, the other feeling him very firmly pushing against her asshole. I-Is he finally going to… YES! Finally, it feels like I’ve waited so long for this! Trying to ignore it though, despite really not wanting to, she understood her Master would want her to take care of Rainbow first… probably.

Sadly drooping, the mare inviting her was still trying to stay optimistic, Okay, think of the plan, I won’t pressure her but I’m her closest and oldest friend, if I can just get her to open up to me then I’ll definitely do my best to help! her body and attitude rising again she asked her next question tentatively. “D-Do you wanna talk about it?”

“I w- I would if I could with you Rainbow, b-but I- AAAHH!” YES! The head entered the animal-loving pony’s pucker, feeling so different to when they fucked yesterday, This hurts a little but it feels SOOOOO GOOD! Feeling every inch that he forced in rubbing against her insides nearly made Flutters cum just from that. Wa- AH! Wait, Rainbow’s still here.

And she definitely was, watching on in pure shock. WHAT THE HECK’S GOING ON? Fluttershy’s eyes had been on hers this whole time, now though they rolled back, with the pony’s tongue barely kept from sticking out her mouth.She looks fuckin’ hot like that but still! “A-Are you okay ‘Shy?”

“Y-Yes! Yes! I-I feel… fine.” Deeper and deeper his cock drove into her sending waves, tsunamis of pleasure directly to her brain which was trying its best to focus on having a normal conversation… and failing miserably. M-Master’s probably enjoying himself so much back there! If I feel this good he must feels amazing! AH!

Throbbing and loving Flutters’ ass, his girthy horsecock also gave him plenty of pleasure in return, Fuck yes! This was worth the wait! She’s so tight, and it’s like it’s sucking me in. Still focusing on making as little noise as possible, his cock slowly and carefully pushing in and out, going deeper with every thrust. I bet that ‘Rainbow’ out there would love this just as much as Flutterbutt is! I look forward to her.

In heaven, the one dominating her ass was more than happy to keep doing this, but his satisfaction wasn’t fulfilled despite how enjoyable this was. With one thrust stronger than the others, his ring made it past the outside and made its way inside of her waiting and desperate body, eventually forcing his entire cock into her. Needing more he obviously continued thrusting, both Master and toy not needing more than that… yet.

Losing her attention, Rainbow Dash was pissed, never in a million years did she expect Fluttershy to act like this, ever. The mare’s eyes showed she was somewhere else entirely, the only part focusing on her struggled to get even a word out. Not knowing what to do she watched, seeing Fluttershy blushing up a storm and looking like she was getting pounded from behind wasn’t the best sight. Wait! Is she? Dead-set on getting her answer she demanded one, “What is going on?”

R-Rainbow’s speaking again. AH! I- Ah! I’m s-so s- YES! Her tongue was out of her mouth now, whatever pathetic illusion she hoped to muster up failed, her face showed just how mind-bogglingly good it was to her, murmuring under her breath she was whispering quietly. “M-Master. Yes!”

Impatience, rage and curiosity at what the hell was going on bubbled up inside, stomping a hoof on the ground she nearly shouted, the emotions and pure confusion getting to her. “Fluttershy! I’m not going to ask again, what’s going on? If you don’t tell me I’m going in.”

Not getting a reply, the angry pony only got gibberish combined with panting and moaning. “Rai- Rainbow- I- AH! I- d-d-don’t-“ she couldn’t think straight anymore, nor could she think of anything other than her ponut being penetrated as it was by her Master. Master! Yes!

That was the last straw. “Alright, that’s it!” Zooming through the door she barged into her best friend’s living room with her powerful wings allowing her to fly through the gap in the door Fluttershy was using to talk to her.

Some semblance of sanity returning for a second didn’t help her much, “RAINBOW WAIT! AH!” It wasn’t often (not to her anyway) that Dash’s secret crush raised her voice around her but she ignored it, flying directly into the middle of the room and hovering there with the front door having closed behind her.

What hit her first was the smell, the intoxicating aroma of sex was prominent throughout the room, and feeling her body react she landed. Only not having smelt anything like it before, it’s allure only confused her more. W-What is that? Second was visual, her eyes spotting something out of the corner of her vision her head turned into the middle of the room, she saw stray ropes of cum all over the place as well as a liquid that smelt too much like Flutters to not lick her lips. As inexperienced as she was she still knew what cum was, S-S-She was… But with who- “Bu- Whats…”

Turning one more time she spied the door.

Purely speechless at the spectacle before her the standing pegasus just stared at the sight with her jaw dropped. A changeling was having his way with her behind the door this whole time? Floods of emotions swept through her, anger, jealousy, confusion, bafflement, and the arousal from the pungent smell around her as well as the undeniably arousing sight that originally hid from her.

Flutters was on four legs when her crush was outside bur after she leaned so much of her weight on the door when it shut behind her she must have fallen. Head just off the ground, ass in the air, Rainbow Dash had the perfect view to watch her crave more of their carnal act

“O-Oh! Yes! Please! More Master!” To Fluttershy, Rainbow may as well have not been there, all she needed right now was him, and she got plenty. He was behind her constantly rearing his hips back to slap them against hers, abusing her tailhole and giving her orgasm on orgasm, breaking her mind.

Rainbow looked directly at him, “Bu- Bu- What? Master? Him?” The unnamed changeling just kept powering forward for that pleasure, her ponut was being forced in and out from his force. How does she even know him? Is she closer to him than-

That thought stopped, all of them did when the pony’s eyes met his, time stopped, she was mesmerised by him. Everything was slowly changing for her, confusion turned to curiosity, her jealousy turning to lust. Not knowing what to do her eyes remained directly on them, She looks like she’s loving that… How does it feel then? I bet she’s loving that fat, meaty changeling cock inside her. How would he feel in- That one was new. W-Wait! Why’d I just-

“Enjoying the show?” The stud called out to her, her eyes suddenly meeting his and, looking bashful, she moved her eyes to the floor blushing. The truth of the matter was that she was, Rainbow was loving the sight in front of her very much and was fully conscious of how her marehood was as wet as it was, despite not being fully conscious of anything else.

Just nodding slowly the confused mare didn’t know what she could possibly do right now. Stopping myself from leaking all over the floor would be good, would he help if I asked? Not acknowledging how new that thought felt she still felt it for a reason.

I should at least have fun with this. Looking her in the eye, he commanded before her eyes darted somewhere else “Come over here.”

Aimlessly following his orders, her mind never once stopped to think why. Eyes going back to her friend she watched on, now directly next to them both biting her lip. Rainbow’s pussy was getting more uncomfortable by the second, and rubbing her hind legs together did not help even when she had to stop herself from quietly moaning.

“Turn around.” Came another command. The changeling having her under his own metaphorical thumb.

Yes. Body reacting before her mind, her pussy now pointed at him. This feels so right. Sticking her hindquarters back a bit more than necessary she was giving him a show of her ass, panting heavy hot breaths away from him.

Enjoying her body wasn’t difficult to do. She had an amazing body too, though I feel like it’s going to be difficult finding a mare I’m not attracted to. A great ass, much more humble crotchboobs and a smaller ponut, she was probably even tighter than ‘Shy, not that he cared much. Returning to his first fucktoy -he could come back to Rainbow later- an orgasm was rapidly approaching, both mares bodies being on display making him closer.

Through all of this the constant moaning from under him never ceased, Fluttershy loved this, not saying he didn’t, and she had already cum more times than either could have counted. “AH MASTER! YES!”

“I’m cumming! I’m gonna cum in your ass!” It wasn’t like he needed to ask, only with one final thrust both mares watched him fill her up with his hot seed. “Ah!” Moaning at the feeling, his dick pulled out shooting a couple more strands over her back before she collapsed.

“AAAAAAAHHHH!” Once again the new orgasm shook her body, tiring her out on the floor. She could only mutter ‘Master’ under her breath, not needing anything else now. Cum silently trickled from the mare’s round asshole, pouring onto the floor.

Oh no, I still have an erection, what ever will I do? sarcastically remarking to himself he dropped himself onto the floor next to his claimed reward. Leaning on his front legs’ ‘elbows’ he looked forward at his newest addition still facing away from him.

“Hey, what’s your full name?” He’d heard nicknames but no full name uttered.

“I- umm… R-Rainbow Dash.” This behaviour was likely very unusual for her, seeming like a more tomboyish and direct person at the door, stuttering and and nervously fidgeting didn’t seem like her kind of thing.

Smiling cockily, “Well Dash, would you like to sit down?” His length pointed towards the ceiling as he laid on his back, watching her clear arousal.

Confusedly, she turned her head back at him only to see his position, blushing wildly and somehow tearing her eyes away from the cock, now dribbling more pre-cum, she looked him in the eyes and nodded shyly. “P-Please.” I-I shouldn’t be feeling like this, b-but I want this. N-Need this. a part of her mind argued against her, not lasting long.

Pussy kissing the head of his penis, she had much less hesitation than she expected, I know I won’t regret this, I don’t know how but he… his… I can’t not! Another pony’s round ass dangling in front of his eyes, fully visible was something he’d never get tired of.

The head was nearly in with the lubricant now dripping down, She’s probably scared. ‘Doubt she’s done this before… all she needs is a little… leaning further forward his hooves extended to her rear. Firmly grasping her cutie marks all that was heard from her was a small gasp of either arousal or surprise. In one motion he slammed his entire fat cock deep into her womb in the first thrust with her ass hitting his waist. …encouragement.

“AAAAAAAHHH!” Her throat screaming out, he was sheathed inside, a surge going through her. OH MY GOSH! OH MY GOSH! OH MY GOSH! It hurt, but it felt FUCKING AMAZING, a sonic rainboom in her brain making her body shake and her tight pussy squirt all over his length. “AAAHHNN!”

Beneath her was only better, not only the euphoria of being inside but seeing her cheeks shake on impact, her ponut press against him and Is that blood? Oh… claiming her hymen on top of all of that only made him look forward to whoever else he’ll claim in the future. With both of them sticking their tongues out having their faces look ready to continue chasing this high. “You ready?”

Turning back quickly not hearing him the blue pegasus looked him in the eyes with her own drunk face, “W-What?” Lifting her up he slammed her meaty behind onto his thick cock again. “A-AAAAHH!” Throughout it all he rubbed against her insides, no part of her pussy was untouched, being spread out and used. He’s filling me up so much! “THIS IS… SO GOOD!”

Pumping his hips up his dick kept rubbing in her, fucking her, he was aware that after this she’d still take his cock whenever he wanted, she’d still worship him, but that wasn’t enough, “Call me Master!” Slap! Seeing her submit felt almost as good as cumming inside her would.

Mind already broken, the spank was all she needed, drooling messily she twirled her hips on his deep cock, not needing it deeper but needing it to grind against every last bit of her insides .“Y-YES MASTER!” Jumping up, the changeling pushed his hooves against her back forcing her to the floor while he once again stood above another slut of his. After preparing he rammed his full cock in and out, letting the head nearly escape before forcing at back in getting a delicious squelch every time he did. “AH FUCK YES, PLEASE, FUCK ME MORE MASTER!”

It felt like she’d never stop cumming, they just kept forcing their way out of her, the addicting feeling always leaving her body constantly sensitive to his vicious prick’s attacks. Watching her submit both he and Fluttershy now paying attention loved her submitting to him, him happy to get a new slut, her happy her friend could feel that magnificent cock of his while also understanding the joy of being Master’s slave.

Balls churning, Flitter was about to let loose in her, not able to hold himself back. “I’M CUMMING BITCH! TAKE IT!”

Face rubbing on the ground his whore complied, not hesitating to try and ram herself against his pole so she could get as much in her cunt as she could. “Yesh Mashter!” Hips ramming her into the wooden floor of Fluttershy’s cottage, his ejaculation hit him.

Splurt! Noisily, Flitter’s girth shot load after load into her eager belly, filling her womb with his cream. Not able to get anymore in and feeling a bit uncomfortable trying to get anymore in, the changeling yanked his dick back, scraping her inner walls and making seed pour out of her in a stream. Another one down. Who knows how many more to go! He couldn’t knock her up, but that didn’t make it feel any less satisfying.

Still standing strongly, his dick now had it’s own layer of juices, both him and Rainbow coating it and leaving it erect even after everything it’s been through. One more load oughta do it… for now. Heading over to Fluttershy’s green sofa Flitter noticed he was looking back at the quivering messes on the floor. They won’t mind one more round. Taking his seat he rested back against her pillows, using his horn to levitate the table further from him he watched his twitching length stand proud for all to see pointing forwards.It’s a good thing this sofa is so low down then, otherwise…

Executing his plan, the horny bug called out to them, “Hey sluts!” gaining their full attention. Both instantly turned their head to him, or rather the smaller him, it was dripping and the pair looked enthralled by that. “I think you know what I want.”

Both slaves stood quickly jogging side-by-side over to him, having formed an unspoken truce to not fight but do this together, it’s what Master wants. Seating their fat flanks on the floor in front of him he spread his legs showing them everything, not only was his fat, girthy, juicy cock tantalisingly in front of them, but his musky balls dangled over his own black ponut partially on display. “Well?” They dived at the opportunity, faces pouncing on different parts of his anatomy.

I’m sure every changeling, drone or not, would be right behind me if they knew about how great ponies are at taking dick. These two were basically made to service me! Fluttershy was taking long, sensual licks up the sides of it, getting the most of their shared flavour in her mouth as she could while Dash fondled the head with her own tongue, swirling it around oblivious to everything else around her.

Getting more confident and sure her Master would be delighted by it, Rainbow eased some into her mouth, not easily but ensuring a snug fit. Aah! They taste so good!

The two shared the wet treat in front of them happily, Dash never chose to go past the head so Flutters got more of the taste they both craved. We’re so good together! Maintaining eye contact, the multicoloured slut bobbed happily, not needing to go deeper to know she was pleasing him and not wanting to interrupt her close -now even closer- friend’s own cock-sucking.

Groaning, with a delightfully lewd squelch following her, Dashie’s blowjob ended, her taking her own mouth off the dick to look expectantly at Flutters next to her. “You wanna have a go? I know you do.” Grinning sweetly at her, his blue pony offered generously the cock they both craved.

Eyes full of love, the mare smiled back, leaning forward the two kissed, not tenderly as you’d expect, their tongues invaded each other’s mouths with them tasting everything their mouths had. Saliva passing from one to the other, they savoured the moment before mutually moving back, strands of their spit still hanging from their tongues sticking out. The lovers stared into each others pink eyes adoringly-

“Ahem.” Watching their sexy make-out session was a delight, an unexpected delight, but these two were obviously more than friends. It probably brought me closer to cumming if anything.

Guiltily jolting, their heads looked at him. Looking down, “Sorry Master.” “S-Sorry Master.” was uttered out their mouths.

Seeing their actual guilt he confessed to them, “Don’t be sorry, I loved it, just make sure not to leave me out.” Wagging his hips, his rod danced vertically, their eyes following it. The two felt completely loved, both by each other and their forgiving Master. Going back to their task peacefully, Fluttershy gave him her own blowjob. Head swallowing him deeper, taking in more than Rainbows did, she slowly deepthroated the thick horsecock again.

Not having her own cock to focus on, Rainbow Dash fondled his balls with her mouth. Lapping at his large testicles this time, she took deep breaths breathing in his personal scent, it fogging her mind. I could breathe him in all day every day!

Guk! Guk! Guk! Having picked up speed, she was mastering taking him down, Master must be so pleased with me! If either one of the two looked down they’d see them both grinding their pussies on the floor, creating a small pool of their combined arousal.

Her being the talented cumslut she was, Fluttershy had no difficulty bringing him closer to the edge, and Rainbow down there isn’t helping. Thankfully though she released him from her throat before anything happened, pressing her face against the side of it.

Looking at him sweetly she spoke up, “Master, we love your cock! Thank you!”

“Yeah!” She was backed up by the other, and to think these two were perfectly normal at the start of today. “Thank you for using us master!”

Pre leaked from his tip, he was weak to the pairs of bedroom eyes pointed at him… also the insane pleasure. “Then I’m sure you’d both love finishing what you started then, wouldn’t you?”

“Yes Master!” The two called out in unison. Their faces showed clearly that nothing else needed to be said to make them happier as they went to work. Up and down the heads moved, one on each side, wetting his dick and bringing him closer to his final orgasm.

He climbed up further on the sofa. “Get ready girls!” His magic took over for him, a green glow pumping fast, long strokes while also handily pointing him at them. Their eyes closed and their faces pushed up next to the others, both sluts sticking out their tongues wanting to catch a taste of him. Balls emptying their contents, it was all forced out of the tip, splattering their waiting faces with line after line of his thick jizz. The taste of him in their mouths, the feeling of his loads hitting their faces, they came too instantly, pony pussies squirting on the existing pool under them. Lying there in orgasmic bliss, the changeling spoke first, reinforcing a fact into both their heads, “You love being my sluts.”

Hypnotically they responded, perfectly synchronised, “We love being your sluts.” Taking their heads from leaning against their other lovers’, they stared at each other, and soon after silently agreeing on something they moved closer again, now with the two licking the cum off of the other’s face. Fluttershy tenderly licking a strand off of Rainbow’s cheek, her returning the favour, licking up a particularly large glob on the end of her muzzle. Delicious. they thought in tandem.

Outside was getting dark, their feral fucking having taken up much time in the day, they all needed to rest. “Can your bed hold all three of us Flutters?”

A bright smile graced her face, “Of course Master!” They’d finished cleaning each other, tempted to continue if they didn’t need the energy so much. Now we’ll get to sleep together, all three of us! Yay! Feeling newfound excitement she jumped onto her four legs and strolled with a pep in her step to the stairs, turning back “Follow me.” was called, only for her to realise her mistake “I-If you want to anyway, Master.” I’ll never tell him what to do, that’s for him to do to us!

Him, her and a tired RD shambled their way up the stairs, ‘Shy making it there first, she showed them to her bedroom. Looking around it his only thought was, It looks as cozy as the rest of this place. The green blanket over the wooden bed was lifted with magic before they all got in, him in the middle with the two of them snuggling into the others. Holy fuck this is comfy. Lowering the blanket and wrapping it around them his mind still wondered about what happened now.

Flitter doubted he’d go hungering for lust again anytime soon… and he still had the rest of Equestria to check out soon. I just know I’m going to love this, and whatever new creatures I meet… or fuck.

Author's Note

I want to finish this fic. Don’t expect constant updates but feel free to come back to it! These take way longer than I expected to make.

Any tips or the like would still be appreciated, I feel like I’m writing some words too many times so I’d like to know what you guys think about that. Criticism would be greatly appreciated.