With the birds chirping and the sun gently gleaming in through the bedroom window, a certain changeling was still submerged in his peaceful slumber, breathing gently.

Why aren’t these things in the hive? It’s like I’m floating on a cloud. Beds weren’t common, the only one in the hive saved for the queen, all those under her in her reign had to sleep on cold slabs of stone in the uncomfortable place in the hive known as the ‘barracks’. It was just a huge room all the way at the top of the hive that housed all the other changelings, no privacy, no comfort, it wasn’t a nice place to be. This however… if ponies sleep in these every night then I could get used to this.

Life outside of it was so much different to living in the hive, Everything is so tranquil, ponies really have it lucky, they wouldn’t survive a week in the conditions us changelings had. It was okay though! Ponies happily their own lives was good, At some point I should head back to the hive though, get a couple more changelings our of there.

Drifting off again a noise behind him caught his attention rather quickly. “Mnam- Ah! Fluttershy!” Noticing the lack of two ponies surrounding him, a pink eye slowly opened, he was laying at the far side of the bed while then two were clearly not, he had his back turned on whatever was happening but it wouldn’t stay that way for long.

Stealthily shifting his body he spied them both not under the covers, the two had their eyes closed with their heads slightly turned letting them intertwine their tongues with one another, Rainbow Dash was pinning her new lover to the bed while the two rocked their bodies against each other. A messy exchange of saliva was occurring in front of him, moaning coming from the both of them.

While Dash pinned her down, Fluttershy’s legs were wrapped around her bringing their bodies even closer, their breasts were rubbing over each others as they moved their hips. The mare on bottom’s bigger breasts pushing on Rainbows, their sensitive nipples feeling everything and causing the noises they moaned into each other’s mouths to grow.

The erection was predictable, quickly worming its way out his sheath and into the blanket on top of him, making a tent on the bed now that he was sitting up. Leaning his back on some comfy-ass pillows, he could almost feel his body begging to join them.

Usually so obsessed with his pleasure, they just seemed to not notice, stuck in their own lust-riddled world. The two do seem like they’ve been wanting eachother for a while now, they’re like ‘childhood sweethearts’ finally letting out their pent-up lust… and they’re so fucking hot doing it. Occasionally their lips parted with them letting out breathy moans before immediately wrestling with their tongues again having caught their breath. Maybe my magic is just making them hornier now. It would make sense. They’re not the only ones.

Having enough he stood up, too horny not to join. The bed moving underneath his shifting weight caught the attention of the other two, still rubbing their bodies against each other but no longer kissing, smiling at him. “Good morning, Master!” Both said between pants, happiness all over their faces seeing him.

A plan emerged, “Don’t let me stop you, have fun!” They didn’t need to be told twice, only now they knew their Master was watching they were rougher than before, no gentleness involved, needing to put on a show.

Walking across the bed he found what he was looking for: their pussies weren’t touching, not able to in their position and especially not with Flutters’ impressive boobs blocking them. Yet despite not touching their marehoods were both glistening in the morning light. As much as I want to just stay here fucking them hard all day, I want to head out, make others sluts meet other ponies. I’ll be quick. Eyes going from one to the other he couldn’t make up his mind. Why choose?

Hopping up he mounted both, his warm front leaning on Rainbow’s fur-covered back. She noticed, but didn’t care, Whatever he does I’m sure we’ll love it, him especially, that’s what matters!” Gasping suddenly and removing her lips from the Fluttershys, a new feeling swept through her.

Flitter was prodding his dick against the hole between the two pairs of breasts, his pre-cum already lubing them up. Also feeling what he was doing, she gasped too, lightly, before chuckling. “Rain’, you’re going to love this.”

Thrusting in, his long fat cock rubbed against one of the most sensitive and tender part of their bodies. Their round crotchboobs were squished between his mountainous dick and their own bodies. “Aaaaaahhh!” Both squealed, Rainbow not expecting the pleasure and Fluttershy having missed it from only yesterday, on top, the blue mare’s eyes were as wide as they could be with her face not able to register how good that formerly untouched part of her body felt.

“Ahhhhh!” Their pleasure hitting them didn’t mean he got none, being in between them was almost relaxing. Shy’s crotchboobs were larger and jiggled more, being about the size of his hoof while Rainbow Dash’s tits were half the size of hers though firmer. Being in the middle, his dick was being smothered by four pleasurable pillows.

Placing all four hoofs on the bed his hips slapped against theirs repetitively, them both rubbing against him he pushed farther in doing longer thrusts. His ring rubbing against their hard nipples they climaxed for the first time since the day before. “AAAAAH YES!” “OH MY GOSH!” If the bed didn’t need cleaning before it did now, it covered in their sweat and now vaginal juices.

Fluttershy watched Rainbow feeling what she felt, with the pleasure racking her brain she almost wasn’t able to get it out but she eventually managed to lean in and purring a “Told- Ah! T-Told you so.” in her ear.

“MORE PLEASE!” her Dashie screamed. Looking down at the mare below her as disheveled as she was, their mouths met, roughly and wetly kissing. The eroticism caught up to them all soon, and continuing to violently pound Rainbow’s backside he sped up. Only a few more times he thrust into them, each one slapping against her ass harder than the last. Jizz shot out rapidly, covering their chests and painting their chins, “MMMMMM!” Yelling out, their cries of pleasure were muffled by how they still had the other’ tongue down their throat.

Collapsing on the bed next to them still together, he turned seeing them both in the same position they had been, too lost in their climaxes to move until…

Squelch! Rainbow dropped, the cum now sandwiches between their chests making an undeniably lewd sound, they both just stared into space, minds consumed by what just happened. Forming a single thought, Fluttershy spoke first turning her head to face his “Th- pant Thank you Master.”

Turning to look her in the eyes smirking, “Anytime Flutters.” came out of his satisfied face. Looking them both up and down he saw the state of them, Them and this bed are gonna need one thorough cleaning. It was soaking in places from their sweat and vaginal juices, alongside them. “How about we all go in the shower?” Surprisingly, there was no sexual intent there, the three needed a shower… two needing it again.

Eyes widening, the one with butterflies on her butt kept looking him in the eyes, Does Master really want to… again? I thought-

It was clear what was going through her head, obviously to him she was thinking back to their last rendezvous in her bathroom. “Not like that.” He refrained from chuckling, “I mean to actually clean, I want to go meet other ponies today… get to know them. Think it’s a good idea?”

She understood that at least, checking on Rainbow still on her she nodded. “That’s a great idea Master!” If he could make everypony feel as good as we do now, his toys, imagine how much happier those like Rarity, Twilight and the others would be with him! Nuzzling into the one on top of her, Fluttershy tried getting her up only to hear a tiny snore.

“This feels familiar.” Actually laughing to himself now, his magic surrounded his newest addition, lifting her napping form off the bed and away, following after.

Eventually waking her up, he made sure the three had a perfectly normal three-person shower. They all innocently dried each other off having not-so-innocently cleaned his cum off their bodies.

Trotting down the stairs the trio of lovers headed into the kitchen chatting casually as if they hadn’t just rutted each other’s brains out. “What’ve you got in there then ‘Shy?” The raspy voice of one pony of the group spoke.

“Oh not much really, I wasn’t expecting this all to happen so there isn’t much in.” Sheepishly rushing in she flew around opening multiple different cupboards and drawers hoping she had something in for them all to eat only to find nothing and speed over to a different one. “Wait I forgot!” Heading over to her fridge she’d forgot it had enough in it for a fulfilling breakfast.

Smiling fondly, Rainbow sat watching her move around clumsily, her head resting on her hooves, ‘elbows’ on the table. The shower had really woken them all up, but her the most, she had finally ‘recovered’ from her orgasm and now they were all hanging out like friends would.

“Do you like her then?” She jumped out of her chair in shock, shrieking. Fluttershy was setting up whatever she wanted to make, though he saw eggs and some other things around her. Thankfully she didn’t notice the pony’s shrill scream.

A hushed equivalent of a shout was shot at him, “Hey! You didn’t have to scare me.”

He smirked that didn’t answer his question, but it also wasn’t as mean a response as he expected, Since I’m their Master can they not be mean or hurtful to me in any way? I doubt it, though they both ask me with a ‘please’ to fuck them harder instead of actually saying to do it every time. It’s nice that they choose to. None if this mattered, the topic at hand was still important. “That isn’t a no.”

A bashful face looked to the side away from him embarrassed, “W-Well she’s just… y’know… pretty cool and…” Her hooves shuffled around not able to find purchase on the stool. “I’ve… really liked her for a long time and then last night happened and it was a dream come true.”

“I don’t mind if you two want to be marefriends or something like that.” He didn’t in the slightest, as long as they could be his sluts above all else then they could do whatever they wanted when he wasn’t with them. Breathing into her ear, he added “Just don’t forget who’s cock you serve above all else, slut.”

Rainbow was so relieved, and appreciated her Master allowing them. “Thank you Master, I’ll always be your slut.” Snuggling into his side they embraced, before hotly kissing at the table, their tongues deep in the other.

Magic pulled her head off of him, “I know, don’t forget who owns you.” She was struggling not to het wet now, I love it when he’s rough.

“Yes Master.” Not sure if they’d fuck right after their shower she decided against trying to get him in her despite every cell in her body now yearning for him at the thought of his cock.

“Dinner is served!” A plate balanced on each upright wing, she smoothly slid them down onto the table, scrambled eggs on toast.”There was only enough for two plates, sorry.” Embarrassingly admitting, she looked like Rainbow did a second ago, head turning to the side to avoid his eyes.

“Please don’t be, it’s sweet that you made the meals for us. Changelings don’t eat normal pony food anyway so you can have it.” Sliding it over to her he wasn’t hungry in the slightest, he’d probably gotten more ‘food’ in the last day than they had back at the hive right now. And she generously offered up her meal to me. “Thanks Fluttershy, for offering.”

She nodded slightly, “Thank you Master.”

While eating, or in the changelings case not, they discussed different things, all to do with their adventures in the past. “So you’re saying that you were the reason the changelings came to Canterlot?” He hadn’t seen them, sent to attack the outer edges of the city.

Rainbow answered that one. “Nah, they were there for Shining Armour, apparently him and Princess Cadence’s love for one another was powerful so I think she wanted to have it for herself to eat? Changelings are weird.” He agreed, their queen could do so much to bring their hive to power yet did nothing.

“You two are part of the six elements of harmony, right? So you and the other four fought through an army of changelings. Wow.” And both still fell to one changeling, ironic.

“We’ve been to the Crystal Empire that the two now rule over. It’s very lovely. Ooh, and she had a baby recently, Flurry is… um-“

Shooting up, Rainbow shouted “A pain in the ass! We recently went to her crystalling until-“

“Rainbow! Don’t talk about her that way!” Telling her off, she had a higher opinion of Flurry Heart while Rainbow Dash clearly didn’t.

Her head drooped, “Sorry Fluttershy.”

Walking around the table she wrapped her arm around the apologetic mare. “It’s okay… She was a bit annoying.” Giggling, the two shared each other’s warmth.

Flitter saw an opportunity to change the subject, “So where’s that town?” I want to get out of here, meet some new mares, make some new ‘friends’, though part of me really wants to stay.

Turning to him both tried to answer at the same time, failing, giggling again Fluttershy answered. “That’s Ponyville, it’s where all the other elements live as well as other really nice ponies. Twilight’s Castle is also there, that big crystally tree.” She raised an eyebrow at him provocatively. “Would you like to meet them Master?”

“You know I do, who should I go to first?” I need to be careful if I want to do this right.

“Hmmm.”

“How about Twilight? She’d probably like to meet a changeling that isn’t an enemy anyway, though I bet she’ll love ‘meeting’ you.” Rainbow chirped in helpfully. Putting emphasis on the word ‘meeting’.

Not having to think long Fluttershy agreed, “Great idea! I don’t think she’s ever had a coltfriend anyway so I’m sure you’ll have fun with her Master.” Subconsciously she licked her lips, he was on their minds constantly, they always wanted to please him no matter what way. It was only yesterday and I can’t remember when I didn’t want him. He and Twilight are going to have fun!

“I plan to.” The changeling smiled cockily. “Is she in the castle then?”

“Yep!” They answered together.

Rainbow was confused though, “You sure you’re gonna go out like that? Twilight might like to see you but other ponies might get the wrong idea.” It was a good point, making every pony in the town run in fear would not be a good first impression.

“I can shapeshift. How about I go as one of you?” They both live near the village so I wouldn’t turn any heads.

They all thought about it. “You should probably go as her.” Dash gave her opinion, turning to look at Fluttershy she explained herself. “You always have ducklings following you or something but I’d just fly through there in like, 10 seconds.”

“Mhmm, but you should probably not talk to anypony.” He may be able to look exactly like them but he might not be able to act like them.

This is nice, they seem like they’re able to think normally and rationally when they aren’t horny, this is probably what they were like before I came, literally. I’m still their Master who controls them though, that’s all that matters. “Okay, thanks you two. I’ll go now, you joining?”

“Sorry Master, we have a quite a bit of cleaning up to do around the house, don’t we?” The two were sickeningly fluffy, always looking lovingly into each other’s eyes when they could.

It’s safe to say we’re all happy I got here when I did. “I’ll let you two marefriends enjoy yourselves then.” It got the reaction he’d hoped, they both blushed but smiled back at him.

“Thank you Master!” Right as he was about to reach the front door though Rainbow stopped him. “Wait!” Turning he saw she was whispering into Fluttershy’s ear, until her face lit up, smiling deviously.

Opening the door, he suspiciously watched them. What’re they planning? “What do-“

Twisting around together, they stuck their asses up into the air towards him, “Enjoy your trip Master!” Both called to him, heads turned, watching him with seductive faces.

It was unexpected to say the least, their cheeks jiggled, bodies on full display he saw their slightly slick pussies, round assholes and dangling crotchboobs swaying from side-to-side in his face. Round and sexy, he just wanted to take them here, but knew that wasn’t their plan. Damn it. Their teasing worked, his cock was quickly out of his sheath and needy. And only then they giggled and quickly rushed back to the kitchen.

Stepping out the front door horny, his body transformed, taking the shape of a pony named Fluttershy. Oh no. He knew this before, but the changelings ‘changing’ only put an illusion over their body for other creatures, they still felt their original body no matter what form they took. What he didn’t know was that this meant his throbbing cock was still there pestering his brain.

Resisting the very strong urge to turn around and teach them two a lesson, he strolled over the small bridge in front of her house and onto the path, setting off to Ponyville.

If having them two as my sluts is so good then imagine what having more would be like. Thinking back on them he smiled, they were likely in the same position he found them when waking up this morning, not cleaning at all. They were so clearly obsessed with each other, I’m happy they’re going to work things out between them (‘cause let’s face it, they are) but I can’t deny I’m even happier that they can just become my personal whores on command.

It was already in view outside the cottage but now he saw the details of it, as well as how shockingly out of place the castle looked, What’s it going to be like? I’ve never even seen a pony princess, nevermind seduced one.

He entered the village, What does Fluttershy act like? She’s timid and shy but not too shy, right? I hope. Ponies went about their day, some pulling wagons, some talking to other ponies, some doing a variety of other things. They didn’t suspect anything and still he felt out of place, not to mention…

Mares seemed to easily outnumber the stallions he saw, all of them not noticing him, he was free to let his eyes wander. The eye-candy didn’t help though, his non-existent erection was still throbbing under his illusion, but he couldn’t control himself. Each mare and their body was fully-visible, he should’ve been used to this, it’s not like changelings wear clothes, but why do mares’ hips sway like that?

There was a pony he was walking behind, her apparently walking in the same direction as him, she was light grey and had a blonde mane with a fantastic ass! The picture on her cheeks fit her perfectly, her having a bubble butt and all. She was oblivious to the male changeling behind her, apparently not being the most perceptive pony around.

That wasn’t even mentioning others that caught his eye, a purple one with sunflowers on her, a darker grey mare with a music note, an older light brown mare with a scroll. Every pony has those marks on them but what do they mean? The unanswerable question bugged him since he couldn’t just figure it out alone, but it didn’t bother the Fluttershy impersonator for long, eyes returning to those around him.

It wasn’t convenient that his destination was on the other side of the village, looking up he saw it again before looking back down, I’m not complaining, I could spend all day out here ogling-

“Watcha lookin’ at?”

“AH!” Someone caught him completely off guard, a high, girly scream coming out his mouth, still disguised. That almost made me drop the illusion! Who the hell- Turning around, he got scared again, a pink mare had her face practically shoved into his it was that close.

“Hiya Fluttershy!” She seemed too hyper, and was, now bouncing around him/her with a cartoonish enthusiasm, the boing noises proving it.

Uh oh, how would Fluttershy react to this? She clearly knows this mare, what am I supposed to say. “H-Hi.” That’ll do.

“You still stuttering?” She sighed nostalgically, “Classic Fluttershy.”

Apparently it was the right thing to do, didn’t make him feel any better though. “I’m… Um… Heading to Twilights now so I’ll have to get going. Bye.” I need to get away from these god damn ponies, it’s like every last one of them’s a target to me now. Running off in the other direction he hoped he didn’t arouse any suspicion, though it isn’t like anypony noticed him watching them so the disguise probably worked. Also, I definitely looked into that pink pony’ eyes so the spell must not work if they can’t see my real eyes, good to know.

“Hmmmmmm.” Meanwhile Pinkie was off in her own world, squinting her eyes at the shrinking figure, she thought something was up. When Fluttershy usually runs off like that she apologises. “Oh well!” Her mind has already moved on, bouncing away she was now thinking of what cake she’d have when she got back to the bakery. “Humdeedumdeedum!” Singing to herself she boinged away.

Approaching the door and turning around he checked if anypony followed him, still on-edge. This thing is way bigger up close. Scanning around once more he decided not to drop the cloak her, a black bug taking Fluttershys place and rapping on the a pony princesses doors would be quite the sight to see, but he just hoped nopony noticed him.

Obviously it took a while for somepony to reach the door, the castle was deceptively huge on the inside, not that he knew that yet. But eventually the large door swung open a small bit, showing a cute purple alicorn in the gap. “How can I-“ She was expecting a stranger but this was a pleasant surprise, usually people had to go to Fluttershy if they wanted to hang out with her. “Hey Fluttershy! Are you okay?”

Of course she noticed my nervousness. She’s cute though. Still sounding very feminine, the male not-pony spoke quietly, “May I come in?”

“O-Of course, what’s wrong?” Moving aside, she let ‘Fluttershy’ enter.

“Just don’t freak out, but I’m not Fluttershy.” It was quite the bombshell to drop on her but it had to be done eventually, she’ll probably figure it out and we can chat like reasonable creatures.

Twilight didn’t figure it out, “Huh?” Her brain tried to come up with every possible answer, head down she pondered confused. This definitely isn’t Fluttershy, she’d never say something like that, then what? It could be Starlight with an illusion spell, she can probably do those, but then again what would she have to achieve from this? Not that then, if it isn’t her then has someone taken over her mind blah blah blah blah blah… Looking at her there in her own head he saw she wouldn’t figure it out soon.

She’s probably going to be overthinking this, how about I just… a green glow shining over his body, the sweet curves of Fluttershy disappeared, making way for the more muscular body of the changeling. “Hello.”

Head shooting up, she met his pink eyes, her purple ones changing suddenly to a heart like he saw before, until turning the pink he loved seeing. She was stuck in place again, but not because of the same reason, the princess’s mind was filled with him, all the ways she could submit to him, all the ways he could use her body with that erection he has. “Y-You’re a changeling.”

He knew what was happening, the cocky changeling knew exactly what she was going through and why her eyes were drifting down to his cock before she caught herself and met his eyes again. “I noticed.”

“B-But you’re… friendly, aren’t you?” The pink eyes darted back down there at the word, she was without a doubt aroused. W-What’s happening to me, this is thrilling! The new experience made her body feel like it was on fire though one part of her needed help more, a part that was feeling the best it ever had.

“Yes, I’m friendly. Nice to meet you, I’m-“ He was impatient, he didn’t need to rush to the inevitable fucking, he could wait a bit, but her interrupting him either was or wasn’t a good sign.

“Follow me.” A good sign, she turned first heading down the expansive and colourful hallway.

Be was inside the Princess of Friendships castle, he could’ve marvelled at the beautiful light bouncing off the walls. Instead he focused on what was a couple feet from his face, a leaking pussy with a twitching ponut to go with it, he couldn’t say one mares ass was better than another’s, Flitter had to admit to himself: he liked ass. Every mare’s round cheeks were great to him and he’d fuck every mare in Equestria to prove it, or I might just do that anyway.

Every now and then some dripped onto the floor, he barely resisted sticking his face into her folds and shoving his tongue inside her. Her tail was displaying her rear nicely, it out of the way entirely having some of her liquid on it, either the princess was putting on a show for him or she was inexperienced with stallions, both sounded good.

“In here, um, please.” Strutting in he was supremely disappointed, it wasn’t her bedroom or any place for that kind of thing, it was a library. With a wet slap her flank hit the floor next to a low down table. “Sit. If you want to of course, you don’t have to if changelings don’t like-”

Sitting down he hid his disappointment well, his dick throbbed at the display in the hall and now he didn’t know what they were doing but it wasn’t fucking. I’m gonna fuck that cute ass if it kills me, but she’ll just let me anyway. The spell did work on her. Wait. What if the only reason we’re not fucking is because I haven’t told her to, she will listen to whatever I say and want if my dick wasn’t enough of a clue. I’ll think I’ll just pin her down and rut her brains out, worked with the other two so-

“Tell me then,what’s your name and what’s it like back at your ‘hive’?” A quill was on a scroll, both controlled by magic, she watched him aptly, he was absolutely sure she was still horny but how was this still in her mind after all that.

It just means I’ll enjoy blowing her mind, also squishing my cock deep into her tempting pussy. “Like I was saying before my name is Flitter. At the hive we’re brought up ruthlessly with-“

He could wait. This might take some time but she’ll get bored of her curiosity eventually.

Flitter got bored before she did, she wanted to know everything about his entire life up to this point, but now was enough.

“What I’m saying is that if the changelings feed off of love then what if-“

“Twilight!” His dick bulged in anticipation, she’d been doing this to him and he was getting his release now. “I know about something else about changelings I can teach you.” Stalking around the table he stared at her sat down lustfully, a predator watching his next meal.

The purple pony was clearly intelligent but could still be so naive, her eyes lit up at his bait, quill dangling over the newest scroll. “What?”

His body slammed down onto the table in front of her, sitting on it, his dick now in front of her eyes so she couldn’t see anything else. “Changeling anatomy!”

Her eyes were stuck on it, she’d been trying desperately to occupy her mind with other things when the thoughts first emerged, studying was her forte, what she excelled at, and when her mind kept coming back to him bending her over the table and taking her there she needed some distraction. She’d been so wet this entire time wanting him and barely restrained herself, but now with his cock in her face she doubted she could resist. “I-I-I…” Pre-cum drizzled out the tip and her eyes watched the thick glob slide down the shaft.

“You know you want to Princess.” Celestia, did she. Every atom in her body wanted to. “Have any ‘experiments’ in mind?”

Yes! “W-We shouldn’t.” I-I’ve never even dated a stallion before, but why does it… smell so good? And why do I want to so much? Getting closer, the rational part of her mind quietened down. I-I’m a princess, I shouldn’t… We just met, we can’t… And he’s a changeling, they… Her nose nearly touched it now, her body yearning the semen coming from him.

“Do it.” Did he enjoy breaking her? Absolutely, seeing the conviction in her eyes wallow away as need took over.

Breathing his musk in and feeling herself leak on the floor, her wet tongue gave a gentle lick to catch some of the pre in front of her. He tastes so good! Needing more she took longer, bigger licks desperately, any problems with this irrelevant.

Look at her, a princess obsessing over my cock. “Enjoying yourself? Want some more?” This was good, but not enough.

Not meeting his eyes, she nodded, mouth still open looking at his meat in front of her. More!

Magic grabbing her mane, she was startled momentarily, ‘til her face was impaled onto his huge length. She moaned whorishly, not used to such stimulation, her eyes looked at him begging for more. Her throat hurt, just past the ring on his horsecock, but it was ignored for whatever new feelings he was giving her.

Why did I even try to resist? This is amazing! Hooked on this satisfaction, she wrapped her lips around the cock, moving up it only to push herself back down. She had help, both his hooves on the back of her head pushing her further down.

His mouth open, his tongue stuck out lazily from the pleasure. Who knew the Princess of Friendship was such a whore? She’s gotten used to this quicker than the other two did. He pushed her head down again, her moaning causing vibrations, stimulating his huge cock down her throat even further. He knew she was a nerd, her having her own library was proof, so he mocked the princess more. “Read anything like this in your books, slut?”

She only got off on the words, him putting her beneath him felt so right to her. No, I’m your slut, my books couldn’t nearly come close to this! The changeling just used her, Twilight not even controlling her own speed anymore with his hooves shoving her back down again and again.

Closer and closer he got, the princess being a good hole to empty his balls, Flitter knew he could cum deep in her throat, but had a better idea. Right on the edge, his magic grabbed her mane again, pulling her off of him. “Open wide princess!”

Ropes shot from his dickhole, the royalty not hesitating to close her eyes and stick her tongue out desperately. Just like planned, most landed on her face, but some still flew over her head, now splattered on the floor. “AAAAHH!” The strongest orgasm she’d ever felt hit her, though considering she very rarely masturbated it didn’t take much, not meaning this one wasn’t powerful.

Licking her lips and getting all she could of of her face and into her mouth, the prestigious student of Celestia breathed heavily while looking back up at him with one eye, the other having his cum on it. “Thank you, I’m so happy I could be used for your pleasure! Thank you so much.”

She backed up as he got off the table, telling her sternly “You missed a spot.” The words hurt her, did she disappoint him? Looking behind her, some of his jizz was there. A sadness at letting him down filled her, she couldn’t wrap her head around why but she felt so good with him she didn’t need to. “Well?”

Her eyes met him in an instant, a chance to redeem herself now all she wanted. “Yes?” It sounded too desperate, too eager, but all she needed was this.

“Clean it up.” Not a request, an order from the changeling that owned her. Nodding she started running out the large room, nothing could stop her except- “WAIT!”

I did it again! “I’m sorry! I’m so so sorry!” Rushing back to him, she bowed, pleading for his forgiveness, he was kind enough to use her and she did this.

“Don’t be.” His hoof lifted her chin up to look at him, his tongue made its way into her mouth, enjoying his taste on her tongue. Pulling out he continued, “Just be a good slut, get down there and clean it up.”

He’s not upset with me! Wanting to make sure she didn’t make the same mistake twice and now knowing what he meant, she rushed over to the cold cum on the castle floor. Bending over and sticking her ass to the ceiling, her tongue revelled at the taste what she was now licking up.

He was loving degrading her, and she loved it too. Not having any reason to stop, he kept talking, staring at her royal pussy in front of him dripping. She already left a pool here, and she’s still leaking more! “Twilight Sparkle, a princess, now hungrily licking up cum off the floor while a changeling has his way with her.”

It didn’t matter if it was the words or the promise behind them but her tail flung high in the air, making sure he could see her even wetter than before, now making a second puddle on the library floor. Walking up behind her, his cock throbbed excitedly, seeing how much his newest slut was desiring him.

Jumping up with his front hooves on her back, pushing her down into the floor more, he rubbed himself up and down between her fat cheeks. Every single mare I see is so fuckable in every way, this is heaven! Her face was waiting impatiently, rubbing against the cold cum on the floor mixed with her own saliva. Her two cheeks were wrapped around his hard rod as it moved, it rubbed on her wet pussy as well as her puffy asshole, and she felt everything. Her entire body was numb except for her behind, every time his ring passed her clit a jolt was sent through her body, but it wasn’t nearly all she needed. Looking back at the teasing changeling, she reeked desperation. “Give it to me! I need it!”

Seeing her and smelling her, he pulled back, his dick escaping her ass’s grasp. Horn glowing, he used some magic to swiftly line himself up. In one hip movement, his cock slid right into her virgin pussy, all the lubrication letting him slide in easily. Hitting a small wall, he pulled back until only the head was in, to slam his entire thick changeling dick into her, making it ram straight into her womb.

Even with all the lube he was stretching her pussy, it having to make way for him. “AAAAAAAHHHH!” He didn’t just hit her g-spot, he hit every part of her there was to hit. “Yes! Please! More!” She should be upset with herself for falling to the temptation, but that wasn’t on her mind right now, her thoughts were smothered by him, widening her pussy and taking away all cognitive thought that wasn’t on pleasure.

I’ll never get tired of these sluts begging for it. Ramming into her mercilessly, he moved his body so that it was now surrounding hers with him on her back like he did to Rainbow this morning. Closer to her face his long slimy tongue ran up her neck, a shiver running up her body before he talked into her ear. “Tell me how much you love my cock!”

Panting under him she struggled to respond, but wanted more than anything to please him. “It’s perfect, Master! Your fat FUCKING cock is perfect for breaking sluts like me!” He didn’t even need to tell her to call him that, there was a slut in her even before he arrived, waiting to emerge. Under her, her crotchboobs flew back and forth, moving frantically with his thrusts, sending even more pleasure to her broken mind.

Ponies felt way too good in the inside, she was squeezing down on his dick, sucking him in while also making him have to grind against every part of her cunt. Instead of constantly jack-hammering his way in and out, Flitter let himself rub over every part of her insides even more, moving slower but causing her to orgasm loudly.

“Master! I- AAAAAAHHHH!” Twilight had never experienced anything like it and it showed, in a matter of minutes the pony and princess who Celestia trusted most had turned into the cock-craving bitch she was always meant to be.

Her guts tightened while she came, wrapping around his dick snugly making it a mach tighter fit inside of her. But he could still last, he was loving her body too much to let this end so soon.

For minutes more he recklessly used the dork’s body, she’d not given much more unique feedback other than the occasional begging him for more. Finally though, release found the former drone after the pony below him was already broken. “I’m cumming princess, you better take it all!”

The princess’s face was completely overwhelmed with pleasure, her tongue stuck out and her eyes rolled into the back of her head, her Master was cumming in her! YESSSSSSSSS! Load by load the thick changeling cum emptied from his balls into her womb while he slammed into her asscheeks a few more times, making her whole body shake under him. When he moved forward, she tried to move back, slurring her words, “Yesh! Fill me up, pleashe!” Many orgasms racked her mind, the Twilight that avoided any and all stallions was long-gone, Master owns me now, my body belongs to him. He could use her anytime he wanted, even if the royal sisters were watching she’d still be his toy. But the pleasure easily overwhelmed her mind, making the new slave faint and collapse forward.

Keeping his dick lodged in her, not noticing her, Flitter kept pumping out cum, the wet sound of him unloading himself muffled by him being directly in her womb. He didn’t know why it was so euphoric, stuffing the mares full of his seed, but he didn’t plan to stop anytime soon. It must be some changeling instinct or something, considering how sexual the hive can get sometimes. The high of his orgasm died down slowly, the pony he was in was forced to stay in place taking in every last drop of his unnaturally large load. The front of the mare’s body was draped on the floor entirely, still where it had been while she licked up the mess she ‘made’, her back half would have been the same if he wasn’t holding her up with his sex.

Dragging his cock out of her slowly and pleasurably, the head made a Schlop! noise upon fully exiting. It only allowed a slow and steady stream to fall out of her though. Her full body collapsing to the floor, legs moving sideways allowing the waterfall to continue leaking out of her while making her ass stick out towards him.

He backed up, watching this unfold not wanting to look away from the sight no matter what reaction it gave his body. White trickled down onto the floor, her cunt was gaping and revealing its cum-covered insides to him while only letting the liquid pour out noisily onto the crystal floor.

Fuck, seeing her like this is just making me horny again. Maybe it was that spell though that’s already changed so much… maybe Twilight could help me understand exactly what it did to me. She seems smart. Looking around at the makeshift bedroom, he saw books piled up high on many different shelves, ones of different colour, appearance, and even shape and size. If this really is her castle and this is her library then there’s bound to be some answers somewhere.

But the studious mare wouldn’t help anytime soon, walking around to get a better look at her and give more fuel to his persistent hardness he revelled in the sight of his princess. Her belly was slightly bloated with the cum that hadn’t escaped her, her face was still half left in the small pool of his cum from earlier and cum still leaked from her snatch behind her fat cheeks. She was his perfect cumdump to unload himself, though at the same time Fluttershy and Rainbow were too.

Taking a seat in front of her sleeping body his erection still stayed, giving in to himself with no hesitancy, magic concealed the cock, slowly rubbing it up and down. His two front hooves were behind him supporting him and his body, gently thrusting into his own masturbating. Wanting something to make him cum besides the highly arousing view he had, his mind wandered to what he was going to do now. With my power I could do so much, but what do I want to do? He came to the ponies hoping to experience new thing and he’d already gotten that. There’s no point focusing on that though, that was from the past, now I have this beast!

Grinning fiendishly at his massive cock, the magic slowly sped up, trying to bring him closer to yet another orgasm today.

That’s what I want! What I’ve enjoyed the most since starting this new life is fucking all these mares so why stop? I bet I can fuck every pony I want to so why not keep going? If I tried I could turn every pony from this village and further into my little cocksluts, that grey pony, the purple one… that fat-assed pink one. The stroking was speeding up, the thought of them and making them his turned him on more than anything else could. That’s what I’m going to do now! I’ll do my best to make each and every pony creature crave my cock!

Splurt! Bucking his hips up, the semen shot through the air, his own imagination and new personal goal forcing the juice straight from his balls and out of the tip. Messily, it all landed on her face, coating it further in the thing she desires most (other than her Master’s pleasure).

Looking down on her smiling face, his own lustful face turned dirty. This’ll be fun! Now I just need to wait for this one to wake up, we have a lot to talk about…

Author's Note

I’ve been thinking I might make some non-sex scenes drag on more, smut is smut but I think I should build it up and make it more climactic. Also I don’t want to use up every kink in the book before too long.

I’ve got a bunch of ideas and pairings and other lewd things that can happen in the future that I look forward to writing so… that’ll be fun!

I really need to work on writing the smut though. Any tips?

Also my upload rate will change or maybe even stop altogether at some point so don’t expect consistency!

Anyway, bye!