“So what you’re saying is that there are way more mares than there are stallions?” Much time had passed since their sexual shenanigans, if you count a few hours as ‘much time’. Eventually his mare had woken up and fully taken in her new role under him, while to pass the time he had either boredly scanned through the bookshelves or masturbated and ejaculated onto her sleeping body again.

As she rose, Twilight Sparkle needed reminding what was happening before she could register everything around her, but thanking her master was the first thing in her list after that. The horniness left them mostly after a while so once he had offhandedly accepted her appreciation they sat back down at the table chatting, similarly to how Twilight tried to originally when trying to keep her urges under wraps. She told him of nearly everything she thought he’d want to know, mainly about ponies and everything that involved them: at what age ponies were deemed ‘legal’, how many parts of pony society work including teaching him a bit about Celestia and Luna, plus a lot more on many other sexual things. Only at the sound of her stomach grumbling did they stop.

Neglecting cleaning the library they got lunch (he didn’t need to eat) from her unnecessarily large castle’s kitchen and came back to the library. Neither had cleaned themselves either, him still having her juices on his sheathed penis and her still having his cum in her, drips occasionally coming out of her. She ‘cleaned’ her face, though she made sure none of what was on it went to waste while he watched.

After all that they’d just chatted again at the same table in the library. She inquired a little about him but mainly he tried to get some of his questions answered, while trying to ease them into the more important talks. Now though he just asked why he didn’t see a single stallion on his way here.

“Oh, well us ponies, when we get pregnant, are about 10 times more likely to have a filly than we are a colt. We still aren’t entirely sure why but what it means is that either mares can usually share a stallion and are okay with that or they get together with other female ponies to form a relationship instead.” She was rambling but he wouldn’t stop her, he saw she liked doing it anyway. “Also sometimes mares who are both the marefriend of the same stallion get together and hook up.”

Hmm… So there are way more mares than there are not, that’s perfect! More to use. Now that she’s brought up the topic of pregnancy though- “So could a changeling get a pony pregnant?” He didn’t know what he wanted the answer to be, he was very sure they couldn’t but had to admit the idea sounded… fucking hot.

Twilight however just blushed madly, understanding the implications behind his sudden curiosity. “W-Well, I umm…” She thought of it, being used by her Master again only for him to cum into her for a reason beyond pleasure, him filling her as his sperm penetrated her eggs. It sounded too good. “YES! I-“ Realising the excitement caught up to her she lowered her voice but making sure he could hear her clearly. “I could make a spell, or whip up an incantation or something if you want, Master.” Thoughts filling her head, she rubbed against the puddle on the floor below her from earlier since she was sat in the same spot. In a normal situation, her purple horn would’ve glowed, grabbing books from the shelves, all of which she’d remembered off by heart. Now though her mind wanted something else.

It was definitely something to consider, if everything goes well in the end, to make mares he fucked his broodmares, but let’s move on. There’s something else. “Maybe… Anyway, have you-“ His attention returning to her, he looked up to finally question her about something that had been on his mind for a while now. But she wasn’t there-

Head scanning the room confused, he couldn’t see a trace of her anywhere, but he could still sense her lust near him, strong.

“Twilight?” About to stand and get off of his stool a voice answered him.

“Y-Yes Master?” Below him, underneath the table, Twilight’s face peeked out, pink eyes looking at him. Her focus was somewhere else though, his dick was sheathed, but his fat musky balls were right there, dangling. It was obvious what she wanted, and if she wanted to give him a sloppy blowjob ending with him cumming down her then who was he to stop her.

Flitter still had some things to ask her about, answers he wanted to get. It can wait. If this is what she wants she can have it. Opening his legs further and giving her a better view, the changeling got into the mood instantly. It wasn’t like it’d take long. “Well? Is this what you want so bad?” Inch by inch, his still flaccid cock pushed itself out, the black skin wet from before.

Watching it with bated breath, she took a deep breath in, her impatient face turning into a face of giddy joy. “Yes. Thank you Master!” Twilight could feel it’s warmth on her muzzle from where she was, it just hung there quickly getting harder. Yes!

Wanting to make this last a little longer than it usually would, and wanting to show her Master how good a slut she could be, the princess put her cheek on his ring, tongue sticking out to try and graze against it as she looked up into his eyes.

Slowly and erotically, his hips pumped up thrusting against her face, smearing the juices on his cock into her fur. The smell of their two scents combined, the look of him happily above her, the feeling of his hot rod rubbing against her cheek, it all put more moisture into her lower lips, but it felt nicer knowing Master was enjoying it too. Tilting her head, her tongue was now flat on his length as it scraped against her face, one eye closed as she couldn’t open it, his cock not letting it. Enjoy, Master!

Looking down on her (literally not metaphorically), Flitter loved seeing ponies like this, whorish was the only way he could think of describing it. Worshipping his meaty horsecock, Twilight’s face was blushing madly, it looked drunk on him and she was. And to think, this slut beat Chrysalis!

The hot pants of them grew needier, they’d both had enough of the foreplay. Pulling her head away from his slimy dick, a few sticky strands kept the two lovers connected, Twilight soon broke them though, pulling his dick down so she could wrap her lips over his head, never breaking eye contact with him.

“Enjoy the treat, princess.” Head diving in, she fully submerged the head in her mouth, him watching her do it with both hooves on the table, expecting her to try and deepthroat him again. I know you’ll enjoy me making all your fellow ponies in this village sluts like you so you’re going to enjoy helping me. Pushing his dick forward to try and get more in, he felt her tongue swirl around the head in her mouth, trying to taste his pre while she stuck to just sucking that. “What are you-“

Horn glowing its soft pink, Twilight used her magic to do one of the only things she’d ever want to use it for. Pleasuring the one who owned her. Another pink glow appeared, this one wrapped around every part of him she didn’t have in her mouth. Don’t worry Master, I won’t let you down!

Moving up and down, the magic hit every spot it needed to, squeezing down on his ring and really making him feel like he was in some super tight mare. Not needing to pleasure the end, Twilight easily had that under control. It’s only been a day and she’s gotten so good at this! She’s either a quick learner or she practiced before I got here. If there are more mares than stallions then there’s got to be a dildo or two here and there. A few grunts and moans of pleasure escaped him, not needing to hold them back to hear the noises she was making.

Under the table, he wasn’t the only one her magic was helping, as she tended to him a smaller see-through cock was pushing in and out of her rigorously. It not being nearly as satisfying as having him in her but it’d do for now. She took his own noises as a good sign, Master’s enjoying it! This changeling being all that would ever fill her mind.

“I’m getting closer Twi’, you better drink this all down.” It wasn’t a request or a hope, he made a command, and she was to follow it. When he did cum she would take it and love it.

The vibration around him was a confirmation, he knew it, none of his growing collection of slaves would ever want to disobey him. Yes, Master! Give it to me!

Tongue stuck out and back arching, he thrust into her mouth repeatedly, the little he could. In bursts, what was thick globs of his pre-cum turned into full loads. Ecstatic, the Princess of Friendship felt her mouth fill up and her cheeks puff out, his taste surrounding her tongue and making her squirt all over the floor orgasming yet again today, her magical creations disappearing. Soon after, a loud gulping sound was all that could be heard in the room, a repeating cycle of another load of his jizz erupting and her swallowing. For a while this went on, both happy where they were and happy in their place.

The feeling leaving him and his cock now flaccid again, he pulled out of her, a wet pop of him leaving her resounding before it went limp. Looking at her, the changeling saw her swallow one final tasty load before sticking her tongue out with her eyes closed, proudly showing she swallowed every last drop. Closing her mouth she gleefully smiled up at him, “Did I do good Master?”

“You did perfectly, you’re such a great slut.” Any other normal pony would probably find that as something else, not the compliment that Twilight was delighted to hear.

Climbing from under the table she kissed him on his furless cheek before nuzzling into it appreciatively, “Thank you Master, I love being your slut.”

Facing her to kiss her back and getting off of the floor, he smiled at her saying “I know.” before kissing her on the lips and forcing his long, dominant tongue into her mouth. They remained like this, kissing passionately before the pair separated from each other, standing in the hot, lustful atmosphere they’d unknowingly created, but they weren’t going to fuck again, not now anyway. I still need to talk to her too.

Having tasted his own contents in her mouth, he removed his lips first, needing to get her opinion on something. Let’s see how much she enjoys this. “Twilight, sit down.”

He wasn’t using a pet name or anything, he was serious. Did I do something wrong? Her mind unhelpfully worried. No… Probably not.

They both sat down on the cold crystal floor facing the other, rumps dropping and hitting it with a thud. I know she’ll want to help her Master but still this is making me hesitant. I need to just get this over with. “After I left the hive I wandered upon an abandoned castle, in it was a library filled with books though I only focused on one: a pink book with a glowing crystal on it. Having casted the spell it gave me the ability to make ponies like you into my sluts, have you ever heard of it?”

Trying to rapidly process the amount of information he’d just dropped on her, Twilight’s mind was whirring. Wait, an abandoned castle? The Castle of the Two Sisters? I’ve been in that library multiple times though I never noticed that book, then again there’s so much left to explore in there... I’ll have to check on it, for Master. “I’ve never even heard of a book like that, was it Celestia and Luna’s old castle?”

There was a banner with two alicorns that looked like them, “Probably, yeah. Could you research it a bit and get back to me on it?”

Smiling she responded cheerily, Master’s letting me do things for him, he trusts me! “Yes, I’ll do that for you Master.”

“Good.” He was thankful, he knew she’d follow whatever orders he gave but still appreciated her nonetheless. “Twilight, after gaining this ability I’ve already claimed Fluttershy and Rainbow Dash.” Standing on his feet he towered over her, before pacing around her menacingly. Obviously it just turned her on though. “Now that you’re mine too I want to go and make a LOT more mares into my sluts, and you will help me.”

Just the thought of it, Master owning all of her friends as they all submitted to his marvellous cock, worshiping it as she did. She didn’t only want to do it because he wanted it, she wanted it too, a future where all that mattered to all of them was her Master’s pleasure. Looking back up to him standing while she sat, the princess dropped further, bowing to him with her ass high in the air. “Thank you Master for letting me help you! I won’t let you down!” And Master has already used Rainbow and Fluttershy too! The more she thought about it the wetter she got.

“I know you won’t, princess, you haven’t yet. So tell me, where should I go now? You understand why I want to leave so soon.” Having Twilight on my side is going to be incredibly helpful, whether I need information, the locations of more sluts-to-be, or just somepony to be a cumdump, I can come to her.

“Yes Master.” The purple pony didn’t mind that he was leaving, if he was going out to do what he said he was (which she was sure he was doing) then she was more than happy to oblige. “I think Rarity asked for some help at her boutique, I declined and she’s likely found somepony else but I’m sure she’d be happy to… meet you.” Rising back to her feet she tried to stop getting as excited as she was, or at least tried to hide it as to not embarrass herself in front if him. “She lives in her own shop called the Carousel Boutique, if you take the first left when leaving the castle you’ll find it.”

“Thank you Twilight.” Nuzzling her cheek like she did his, he spoke to her softly, “You’re a great mare.” And with that he made his way to the door of the library, leaving her a frozen blushing mess.

Her mind was overwhelmed by the joy filling it, her Master appreciated her so much and she was proud. Letting a confident smirk take over her face she pumped her chest up, happy for herself, only for him to catch her off guard right before he left.

“Oh, and Twilight?” He was stood at the door facing her with a smirk, not having left yet.

Stumbling over herself to turn and face him she nearly fell over, but swiftly she looked at him uttering a “Yes?” to him.

“That spell you talked about, about making a changeling able to impregnate a pony, I might not want it now but make it anyway, will you? Anyway bye!” Moving out the library and down the castle halls he made it to the front door, deciding he should use Twilight as a disguise since Fluttershy might be in the village, and heading out the door with sexual intent.

Looking around her library again, Twilight couldn’t get those last words out of her head, the library was a mess that she really needed to tidy up, not just because of her juices being everywhere but the scrolls and books scattered around from when she was teaching him about pony culture.

I really should clean this up. But even the idea of being used as a broodmare by her Master was too much to let her focus. Trotting to her room still slightly dripping, she planned on just spending the afternoon masturbating to him. Spike can clean it up, he won’t want to, but he will anyway. After that she was going to get to work on that spell immediately, she looked forward to it, it’d take a while but she’d pull it off eventually.

Trotting quickly through the streets of Ponyville, ‘Twilight’ tried to avoid any and all interaction with every other pony there. Maybe I should’ve just gone as Fluttershy again, going as a princess was bound to brimg some attention to me.

It felt like every mare who saw the fake Twilight was waving or saying “Hi princess!” expecting him to respond the same way she would, because why wouldn’t they expect that? Every time he just smiled, chuckling awkwardly or murmuring a small response back.

Trying to think ahead, he tried his best to make some semblance of a plan. So… I’ll walk in there, removing the disguise as I do. If this Rarity reacts scared, which she probably will, I’ll just look her in the eyes and say Twilight sent me because she knew you needed help and I’m new here. It seemed solid, she could already have gotten help like Twilight predicted but other than that there wasn’t much that could go wrong.

“Hiya Twilight!” He’d become pretty used to this, a fake smile and a small ‘Hi’ would handle the situation well enough, if there was a tiny bit of confusion as to why she wasn’t acting like usual then that isn’t going to bother him. After he turned to face the mare he got a good look at her, a body bluer than Rainbow’s with pink hair and yet-another fat ass. Two small foals were with her but he paid them no mind.

Looking at her but making sure not to stare, he did the routine again, smiling and saying hi, She’s definitely a keeper. He thought to himself lustily, I think Twilight called somepony like that a ‘milf’, I’m not sure though. She’ll be sucking my cock in the end anyway so it doesn’t matter. The changeling trotted off happily, the mother entirely unaware of the sly thoughts going on behind the fake eyes of her princess.

Moving on from the strange, edible-looking bakery, he saw the boutique in the distance. Squinting, he saw it stood out against everything else around it, but it was definitely the right place. In a straight line, he galloped to his destination, not wanting to run into any other ponies trying to greet him, in his own way he succeeded. "Ah Princess, a pleasure indeed..." A strange voice called to him to his right, grabbing his attention as he hadn't heard any pony like it up until now. "...but where are you rushing to at such a speed?"

Confused and very curious Flitter turned his head to the newest arrival, seeing who he would have thought was a pony if he didn't see the stripes along her body. A zebra? In Ponyville of all places? They'd been taught of other creatures love can be taken from in the hive, the answer being pretty much all sentient creatures, but zebras weren't meant to be anywhere near here. Plus was she rhyming? Realising he was staring, the hidden changeling rushed out any response he could think of. "O-Oh, yeah, I'm on my way to Rarity's place, she needs help with... something, so I'm gonna go and y'know, help." The nervous chuckle on the end didn't help him sound any more believable.

She wasn't buying it. "Hmm, I see." Eyes narrowing, the zebra stared him down making him feel like she might've seen past it, but she thankfully moved on quickly. "But anyway, I have places to be. Goodbye, it was nice seeing you Twilight, even if something doesn't seem quite right." Trotting off behind him, she gave one last suspicious look behind her at him. Twilight just then, she seemed very strange, but I suppose many things could lead to such a change. Regretful that she didn't ask more but having places to be too, Zecora walked off thinking about what could have happened if she'd been more curious.

Panic slowly drained from him, another time a friend of his disguise approached him and he just wasn’t able to act cool. I have good reason to though, this is the first time I’ve ever seen a zebra! Craning his head to see her walk away he got a good look of her. And first impressions went well, for her anyway. Her flank bouncing as she walked, his eyes watched every curve on her closely, enjoying how her tail moved back and forth, giving the bug glimpsing peeks at her puffy folds and fat asshole kept in between the striped cheeks. Her too, I don’t know when but I’ll corrupt her some other time.

Would the spell even work on non-ponies? It didn’t matter much, his mind was set on the idea and it wasn’t budging. The foreign mare was too good to just forget about.

A couple more ponies greeted him during the small trip, Twilight must be really popular if she is appreciated at every corner, though she is a princess and has protected them a bunch of times from what she’s told me.

Eventually reaching where Rarity lived and stopping at the door the changeling hiding in plain sight went over the plan again quickly in his head, If I knock then they could just not let me in, though it would be a better way of coming off as friendly. Sighing loudly to himself at the indecision, he picked up the courage and rapped on the door, hearing a muffled voice talking inside before calling to him at the door.

“Comiiiiiing!” The voice was beautiful, singing to the door instead of just answering it normally. The voice was the pony he was looking for, he couldn’t be 100% sure but it was the most likely.

As he heard her coming closer he dropped the magical cloak, sure nobody was around to see it, though now he felt naked with anypony here to see him.

A blue magic opening the door, two blue eyes looked out quickly meeting his. “Hello, how can I… he-“ The same process happened, her eyes changing and her body suddenly reacting to the corruption spell taking hold of her mind, filling it with lewd thoughts of them both together like it has multiple times before.

Grinning internally, the changeling at the door saw another pony be caught in his spell, literally. It wasn’t nearly a mistake either, every pony I see is fucking hot and this one doesn’t disappoint! But he needed to get inside before he was noticed by anypony else. “Hi, it’s nice to meet you, princess Twilight sent me, she said you needed help with something.”

“B-B-But y-you’re a-“ She couldn’t get a sentence out, obviously shocked at the figure who just showed up on her doorstep.

“I am a changeling but I’m a friendly changeling, trying to make friends with ponies.” I’m not exactly lying, but I’m not really ‘making friends’ either.

Finally getting her own mind under control, she looked up at him, him being slightly taller than her as well as every other mare, and spoke “Y-You said Twilight sent you? Umm… Come on in then! The place is a small mess but it’s still quite delightful in here.” She just let a changeling into her home, it was a terribly stupid thing to do but something deep inside wanted him in, something in her knew to trust herself with the handsome changeling, and it wasn’t just the part that put all those… ideas into her head.

Trotting in happily he looked around the room instead of the blushing mare who just let him in, he didn’t need to look at her anymore to know he was going to have fun with her. “So what would you like help with?”

Something obviously clicked in her head though, Oh no! Looking to the side nervously she blushed again, Come on Rarity, you aren’t some lovesick schoolfilly, are you? Closing her eyes and speaking more confidently, she still accidentally stuttered while confessing to him, “W-Well actually I already have help, plenty of it.”

As if on cue, a noticeably less posh and refined voice called from behind a large curtain in the main room. “Rarity, what’s takin’ ya so long?”

“Oh, well, that’s one of the ponies who’s helping me, you can meet her if you’d like though I hate to disappoint you as there isn’t much to do here.” Walking off she didn’t notice his internal conflict.

One of? I thought it would be just her! It’s okay though, I can still do this, if all ends well then more mares than expected can become my cock-loving slaves. Moving behind her his eyes spotted something that cleared most of his worries pretty quickly, her dark grey lips were definitely moist under her tasty-looking ponut, but now wasn’t the time to rile himself up over her, he’d only just gotten rid of his cock demanding attention from that zebra chick earlier.

Walking in view of the pony behind the curtain he got a good look at her too, unfortunately it was just her face he saw, not what he would’ve enjoyed seeing more. If Rarity was a high-society pony then this one was the opposite, fully embracing the country bumpkin look, fit with a cowboy hat. In her current situation she was being used as a model for Rarity, having some strange half-constructed outfit on her. It looked like she couldn’t move unless she wanted to make it all fall apart but when she spied the newcomer she couldn’t anyway.

The orange mare licked her lips subconsciously, as her mind and body changed forever, eyes a pink like Raritys.

“No need to stare Applejack, though I understand why you would want to.” Not sure if he was meant to hear that last bit or not, Flitter just smiled at the compliment. “Twilight sent this friendly changeling to help us out, he’s… Oh my! We haven’t even introduced ourselves!” Rarity was shocked at her own impoliteness, intending to fix that, her hooves gestured to the two of them as she spoke. “Well I am Rarity, owner of Carousel Boutique and friend of Applejacks here, who works on a farm.”

But the farm pony was still stunned into silence, her mind thinking of every way he could use her while her pussy dampened by the second. One second he was pushing himself into her throat, another he was ramming his big dick into her tight virgin cunt, you can understand why she was being so distant. But she had to respond, she wanted to get closer to him… to make a new friend of course. Speaking up, she bellowed “Ah’m Applejack, nice to meet y’all!”

It was loud but good enough. “Nice to meet you too Applejack.” He smiled back at her, making the farm pony uncharacteristically nervous. These two definitely held some kind of attraction to him, now he just had to use that. “So Rarity, what are you doing now?”

The white mare explained the situation to him, slightly miffed. “Well I’ve been needing a fabric so earlier I sent-“

“I’M BACK!” But Rarity just got interrupted, the door leading to upstairs slammed open, the pink mare he’d seen before while disguised as Fluttershy stood there holding a tiny piece of fabric on a hoof. “Here ya go!” Tossing it over to the fashionista she smiled proudly, before noticing the changeling next to her, their eyes met too. He smiled cockily, awaiting the same result as always, and the excitable pink mare froze for a second, her eyes turning the same pink as the others… but no other reaction happened. “Anyway I’m gonna go now! Got some special ponies to meet up with! Bye you three!”

He’d never been so baffled before, the spell had definitely worked but did she just take it in stride? “Who was that?” He asked incredulously to them both.

“Oh?” Looking up from the fabric she immediately understood his confusion, “That’s Pinkie Pie, she’s been going on about her sisters spending the night all day, you’ll get used to her.” Smiling as they stared into each other’s eyes, Applejack decided to butt in.

“Can I get outta this now?” It didn’t look comfortable, but it was… fashionable? He couldn’t tell, what he could be the judge on was Applejack herself though, unlike Rarity her face wasn’t sexy but cute, similarly to how Twilights is but with added freckles. As much as he wanted to judge her plot too, it was both out of sight and hidden under the thing she was being made to wear.

“Yes dear, I believe I’ll recreate it anyway now I have this.” Looking closer to the cloth in her hands her face dropped. “Ugh, that Pinkie Pie, she got the wrong kind of fabric!” Frustration was written all over her face but rapidly left her when a plan emerged in her head. Looking up at him with her best puppy eyes, she pleaded him to help. “Say, would you help me look for it in my room? I promise I’ll make sure you’re… rewarded.” The Rarity that was shy from earlier had left, now a seductive mare took her place, offering some ‘reward’ in a sultry voice with bedroom eyes looking up into his.

Now we’re getting somewhere! I didn’t even have to do anything to get this ball rolling. “I’d be delighted to, if Applejack doesn’t mind waiting.”

AJ herself was greatly let down, she’d just been introduced to him and already she was being distanced from him, she wanted to get to know him, some parts more than others. Trying her best to lie she stumbled on her words, “Ah, umm, suppose it’s fine, if’n y’all want.” She didn’t want to feel like the third wheel, this changeling she met was just so… alluring that her body called to him. A’right I won’ lie to myself, I fuckin’ want him to rut me, is that so bad? She hadn’t felt this way before but didn’t care, she knew what she wanted, but if he thought she would be better staying down here she’d comply… for now.

“Then let’s be off!” Running out of the room giddily she could only imagine what might happen, Perhaps he’ll tempt me slowly, seducing me until I surrender, we both climb onto my bed before sharing a loving kiss! Then do I present myself to him, him slowly and carefully pushing his way inside me as we embrace! Stupid, Rarity was not, she knew that neither of them had the intention of actually looking for the fabric she wanted up there, both wanted each other, and nothing would be stopping them from getting that.

Standing at the bottom of her stairs she waited for her knight in shining armour, it was weird for these feelings to be towards a changeling, but this wasn’t just an obsession, something else in her wanted him. She knew the want was dirty, she was still a virgin but that didn’t mean she didn’t like to ‘toy’ around with some things from time to time. The want for him felt so good that she couldn’t care that he was a bug even if she wanted to.

Turning when she saw him following her, she made her way up the stairs, trying to restrain herself to a walk not wanting him to think her inelegant. This could be so romantic, but you must wait Rarity! First he’ll start complimenting you so don’t just jump on him then. She’d read one too many romance books in the past, always ending with one strong stallion holding the effeminate mare while they both slept together after a night of passion. Pussy flaring up at that, she chastised herself, No! If he wants me he’s going to have to earn me!

None of what Rarity was thinking about currently mattered to him, he couldn’t even see her face, while they walked up the stairs he nearly got a face-full of the graceful fashionista. Unlike with Applejack earlier he could see all of her beauty now, her wet waiting pussy winking at his face, her large crotchboobs bouncing with each step, and her round ponut directly in his line of sight. While he was admiring the view, the changeling’s heavy cock emerged from it’s sheath, Look at how wet she is! She’s looking forward to this too. Licking his lips with his long tongue, he physically had to stop himself from diving face-first into her, he was coming up with a plan, and they needed to get to the bedroom for it to work.

Walking behind her through the bedroom door, his mind kept going back to his fully erect cock under his body. She looked too good, and he knew she was already under his spell, just a little… encouragement, would do it. Despite being the last one into the room he made sure the door wasn’t closed and was left a few inches open.

Rarity hadn’t noticed him looking at her like that yet, not looking back at him as she was lost in her own head.For now we can at least pretend to look for the fabric, until he takes the lead and charms me! “Okay, so first let’s look for… the…” But of course she had to turn around to look at him, eyes looking at something below him.

“Look for the what?” He took a step closer to her, Rarity not able to take her eyes off of it.

“The… umm…” Her mind could barely make sense of what was going on, T-This isn’t how this was supposed to… but she didn’t even care at that point. The thick head was pointing at her, it bobbing up and down repeatedly as blood pulsed through it, Why am I thinking like this? Only now she questioned it, why the changeling made her feel so… wanted, no other stallion could give her this kind of need.

Getting closer to her, their cheeks almost touching, he seductively spoke to her, knowing her attention would be on him alone. “We both know we didn’t come up here to look for some piece of fabric, and we both know that you want this, almost as much as I do, so be a good mare and turn around for me.” She hung on his every word, something about this changeling was so different to the other crushes she’s had in the past, now he was here she didn’t want anypony else, and knew she never would.

Turning around to face her bed she lifted her tail so he could see her, it was very unladylike, but she wanted him to see what he did to her. It was embarrassing, but what he wanted was more important, What’s he going to do to me? It wasn’t fear she was feeling, it was anticipation as to what he was going to do next. A green glow suddenly surrounded her body, she’d expected a lot of different things but not this! Tossing her forward so her front was on her bed and her backside wasn’t, she landed with an “Oof!” but still didn’t look back to see what he was doing. I don’t know what he’s going to do but I trust him to- “Aaaahhh!”

One long lick of a slimy changeling tongue traveled from her clit all the way to the top of her ponut, him getting a good taste of her. With every part of herself at his mercy, her arousal skyrocketed, knowing that she was his and that she didn’t want to do anything to stop him. Sticking his head forward his tongue targeted her anus, licking around it, on it, and sometimes in it. For every different movement she moaned out new noises, the new wet feeling in her ass bringing some kind of strange pleasure to her.

Th-This feels so dirty, so uncouth! But I want- I need more of him! Ass pushing back further into him trying to get him to go deeper, his face pulled away from her holes disappointing his mare. Right up until she felt him quickly mount her and push something hot up against her asshole, “W-Wait are you- B-But I’ve never put anything that big up my-“ he wasn’t listening, magic lining his massive dick up, the changeling slowly forced it into her lightly lubed up donut. “AH! Wait!”

That made him listen enough, only his head was in her, it sucking him in more. Slowing his motions, he listened to whatever she wanted to say. “Hmm?”

Feel suddenly guilty for stopping him, I-I shouldn’t feel bad though, r-right? She spoke nervously, not sure of what to say, the mare thought things were going a little fast but that didn’t mean she wasn’t enjoying him dominating her body. “I- Umm- W-Well I…” Trailing off, she got quieter and quieter, wishing he hadn’t stopped at all.

Toys had been shoved up her ass before, she had quite the collection of horsecock dildos under her bed, but he was so much bigger that some panic got to her. “What’s wrong, Rarity? Want me to stop?” An inch in and an inch out, Flitter teased her ponut as she tried to speak back to him.

“No! Don’t stop!” Her desperate need was rising by the second, and a noticeable empty void in her needed to be filled. “K-Keep going, p-please.”

It was more than tempting, but he had a better idea in mind. “Beg for it.”

“W-What?” She’d heard him perfectly, but was shocked by the audacity he had to do so. “I-I-“ The pony under him was losing it, she was dripping onto her own floor with such need. “P-Please, I-I need it.” Never having been so turned on, she wanted to scream at him, commanding him to do it, but knew she would never.

A little bit deeper into her, he let his cock move, the changeling felt just as desperate as her at this point, but still he wanted to get this out of her. “What was that?” He didn’t need to do this, he wanted to.

And that was the final straw, something inside her broke, going past the point of no return. “P-Please!” No Rarity! Louder! “PLEASE! FUCK MY ASS DARLING! MAKE ME INTO YOUR ANAL SLUT AND JUST FILL ME ALREADY! PLEASE!” She was screaming at him desperately, needing him inside her.

Finally! In one long and slow motion he eased himself into her, rubbing against her insides bringing pleasure to them both, especially when his ring passed her ponut, it needing to stretch to allow him in. Pushing into her, his dick felt Rarity’s ass clenching around him as if it was trying to pull him in further, and complying he slowly tried to get his dick in her all the way down to the hilt. After a bit of trying and lot of Rarity’s loud moans, his balls hit her wet pussy, meaning he’d fully gotten himself in her, pulling out and slowly pushing himself back in, he started hearing her moan under him again.

“Aah! Yes Darling! More please!” This was supposed to be romantic, supposed to be slow and loving but now she was bent over her bed and used like some common whore… and she was absolutely loving it. “M-More, please!” Her dresses were excellent, she was sure of that, but she’d give them all just so he could keep going. The pace started speeding up, Flitter able to slide his cock in and out of Rarity’s asshole with more ease, she felt so complete with him in her, and so fucking good with all the pleasure his every movement gave her.

And the changeling on her was getting the same feeling, Why do all ponies feel so fucking good?! He had no regrets from leaving the hive, not one. If I knew life would be like this outside of it I would’ve left years ago! These ponies were perfect sluts, and the lewd changeling wanted every one of them he could get, speaking of which he’d concocted a plan while he was downstairs, now he just had to wait for-

Gasp!

His head turning slightly, his pink eyes caught something, or somepony, in his peripheral at the door. Her own wide pink eyes watching them rut and not wanting to look away for a second, orange marehood dripping in arousal onto the floor. There she is!

Applejack was pretty pissed, something about that changeling was intoxicating, and she hadn’t been given a chance to be alone with him. What if she gets to him before I can? I suppose we can share him, but what if she doesn’t want to? AJ was not a submissive pony, she thought she was quite blunt and assertive when need be, but as soon as their eyes met her head was flooded with him dominating her, in the barn, in her bedroom, hell, even right here. That had to mean something!

“-ILL ME ALREADY! PLEASE!” Ears flicking up and getting out of being stuck in her own head, the cowgirl’s head popped up, definitely having heard something.

What ‘n the hay was that? Was that Rarity screamin’? It sounded like it, but she didn’t manage to catch what exactly it was that was screamed. It doesn’t sound scared or nuttin’ so I doubt he’s hurtin’ her. Curiosity overcoming her (and having wanted to go upstairs with them from the start), the farm pony made her way to the door leading to the stairs, even if they wanted her down here she could still provide help with whatever’s happening if they need it.

Trotting hurriedly up the stairs, her nose caught a strong smell when she reached the top. Investigating, she looked down at the floor, where there was a pungent drop of something on the floor. Getting a good smell her curiosity grew, it definitely smelled like Rarity, and considering the changeling had a similar effect on her it would make sense if she was… dripping. Looking up she saw it leading to her room, a trail leading to the open door.

Ah get why she’s so riled up but what got her this… wet? She was pretty wet too, but not dripping. Thinking on the possibilities, her mind immediately jumped to one. What if comin’ up here, she was lookin’ forward to a-

Interrupting her ruminations, an unmissable cry came from the open door ahead of her. “M-More, please!” It sounded like her begging, it was.

A-Are they- What else could they be doing? Her body slowly pulling her to the bedroom, it wouldn’t be right to intrude on them if they were doing… things, but she wasn’t stopping. She couldn’t deny a part of her felt jealous, not being in whatever Rarity’s place was, though peering through the open door she failed to contain her shock at the situation.

Gasp! AJ expected them to be on her bed, Rarity under his body being worshiped as he pushed himself into her gently, them having vanilla, missionary sex. What she saw though made the gasp of shock escape out of her as she stood in the doorway frozen, pink eyes not looking away. He was on her, pinning her down on the bed as she was clearly enjoying the treatment, joyously he was pushing his huge dick in and out of not her pussy, but her asshole, revelling in the feeling.

Th-They haven’t noticed me yet… probably. Feeling her body get hotter, the cowgirl felt herself get wetter too, pussy secreting her juices at such a speed that she was dripping onto the floor of the hallway too, the liquid joining Raritys that was already there. Thoughtlessly she tried rubbing her hind legs together, but other than making her clit reveal itself more while her crotchboobs rubbed, it didn’t bring her much satisfaction.

Watching on she licked her lips, wishing she got more, anything else instead of being stood here having to watch them have the tine of their lives. “MMMMFFFF! YES! HARDER DARLING, PLEASE!” With every thrust his cock drove into her quicker, her cheeks clapping and shaking wildly as the slut’s own pussy was ignored, the only thing even touching it being his large swinging balls.

From her stood up position she couldn’t even use a hoof to tend to her need, despite everything atom in her body screaming at her to. Maybe ah should leave. She thought she should, it would be best if she wanted to deal with her growing problem, Or maybe ah could join in! Stuck in a stalemate, the orange pony couldn’t decide, needing relief but not wanting to be seen. What would even happen if ah was-

But it was too late for that. Thinking he’d given her enough of a show he turned to face her, smirking as she froze under his smug gaze. His head was the only thing turned, his fat dick now unmoving having been lodged deep in the posh pony’s guts. He wasn’t finished, not nearly, but his lewd plan was working perfectly and now all he had to do was not scare her off, Should be easy, it’s not like I need to get her wet.

Still stuck there and feeling her heart skip a beat under his watch, Applejack’s mind was running on overdrive, trying to come up with something to do that isn’t just listening to her instincts and tackling him to the floor as she placed her opening above his-

“Enjoying the show?” As still as a deer in headlights she nodded slowly and hesitantly, entranced with her mouth slightly agape. But before the two could fantasise about the other any more Rarity’s own head snapped around at his comment, thinking he’d stopped for some other reason, not that they were being interrupted. Eyes meeting her close friends, the pony remained where she was, breathy moans still escaping her mouth, embarrassed should’ve been how she felt but all she had left in her was desperate lust and need for… him.

“Y-You can… join us if you’d like.” Trying to revert to her usual appearance seeming generous and stylish, it didn’t work, the mind-breaking cock still in her ass preventing it. She’d invited her friend in because her famous generosity made her, He feels so good, she deserves some of this… absolutely magnificent beast too. Plus she had to admit that Applejack was cute.

This was working better than he could have imagined, all three of them wanted the farmer to join, and he’d have two more devoted sluts from this visit instead of one. Standing on his hind legs with both front hooves now placed on her ass the changeling pulled out of his mare, the rod making her moan some more as it’s entire length was dragged out of her hole, before Flitter ran it up and down her backside, Rarity’s fat, white, furry cheeks giving him an assjob. “AJ, get on the bed next to Rarity.” He was looking her in the eye tauntingly, still rubbing himself with the fashionista’s asscheeks. Having understood his new powers from his days here, he knew she couldn’t resist, and would love nothing more.

His command was followed promptly. It could’ve been misinterpreted as a walk of shame as she made her way to the bed, giving in and succumbing to her temptation, but both leered at her, seeing her fit body and toned ass glisten with sweat only made them happier to be where they were. Half-climbing onto the bed, Applejack presented herself, posing in the same position Rarity was in with her ass sticking outward, tail raised and body on full display. No words needed to be said, what she wanted was clear to all of them.

“Good girl.” The praise was all she needed to know she wouldn’t regret this, and her arousal under his watch skyrocketed as he admired her from his angle.

All of this was very sudden to both ponies, if you’d told them that they’d be in this position earlier today then they wouldn’t believe it, but being here now they knew they were exactly where they wanted to be.

Reluctantly the changeling got off of Rarity, letting his frustrated cock just hang under him. Stepping back he admired the view: both rumps were pushed away from the bed with their tails high, each one leaking from arousal under their protruding ponuts, burdened with a problem only he could fix. The pair weren’t looking at each other like he had expected, heads turned back they proudly watched him enjoy their display, happy they could be of service to him while dripping onto the posh pony’s floor. Desperate to get more of their ~~Master~~ friend, they waved their asses at him, taunting him as his erection throbbed under his own furless body.

Needless to say, it worked. He’d enjoyed admiring how the Apple had freckles on both pairs of cheeks, but she’d waited long enough.

Getting positioned over the former onlooker, he pushed against her asshole too, if she wanted to be where Rarity was she could get the same treatment. She was surprised at the feeling, but didn’t complain, Rarity was loving it earlier and she knew she would too. Feeling him push half of his huge dick in and stretching her ponut, a moan escaped her, something uncharacteristic for the farmgirl.

D-Dang it, he’s just too- “AAAHH!” Cramming more of his length into her, she cried out, him hitting spots that forced tidal waves of pleasure straight to her already breaking mind. “AH YEAH!” Like Rarity’s did only minutes before, her mind clicked into place, focusing on him and no creature else. She’d worship him ‘til the end of time, if he wanted to use her s’more along the way that’d be even better. “FUCK ME! PLOUGH MY ASS! PLEASE!”

With a huge smile, he happily complied. Pulling out of her, the ring and the head both were scraping against her sensitive insides, but he forced his dick’s entirety back into her making a slap as their hips struck. The pleasure was so good that AJ almost couldn’t register anything else around her, but the stifled giggle to her side caught her attention. Rarity was watching him fuck her, hoof frantically rubbing her clit as she was in the same position as before, overjoyed that she was feeling the same she did. “I knew you’d love it!” Leaning in the ponies’ lips met before their tongues rammed against them, prying their mouths open. Diving in, their tongues swirled around each other as the two moaned needily.

There was no lubricant to help him besides his large drops of pre that emerged from his tip, so as his dick made it’s way in and out it soon got easier, the changeling able to use her fit body for pleasure with more ease. The mares’ french-kissing and multiple orgasms only fuelling his desire for them.

Hurriedly slamming his dick into Applejack’s body again and again, she was moving with him, her body being pushed forward every time his energetic thrusts hit her behind. H-He’s bein’ so rough! Her ass was red and slightly stinging, but the feeling drove her mad. Yes! B-Buck me harder! Orgasms hit her, each one leading to more juices spraying onto his uncovered legs and more elated screaming going into Rarity’s mouth.

The posh pony (though it’s difficult to call the sweaty slut posh) had come to her own couple of orgasms since her changeling had moved to the other one, her not having the same ‘tools’ at her disposal. Actually… Stopping rubbing herself and pulling her face off of AJ’s, her horn glowed blue, magic grabbing something under the bed that only she knew about. Bringing up the large chest she emptied it’s contents onto her bed, she should feel ashamed when showing it to them two, But I have nothing to hide from him, I trust him. Plus ‘Jack won’t mind. Tipping it up, dozens of different sex toys dropped so they could all see them. This’ll spice things up! She was more than confident that -even if they don’t all get used tonight- they’ll all be put to good use sometime. Eyes focusing on a particularly large black phallus, she levitated it closer while backing up, getting into her revealing position from before as she hovered the fake horsecock over her soaking wet, unused entrance. It’s not at all as big or… hot as his, but it has to do for now.

This wasn’t only about tending to her need, he came first, and this was less about taking care of her burning desire and more about putting on a show for her special some~~pony~~ changeling.

And he noticed alright, having been focused on hammering his dick deep into his cowgirl, hitting her where the virgin had never nearly touched, he wasn’t thinking about much else besides what he could do next with his two newest toys as well as how fucking good this pony’s orange ass felt. Ponies’ bodies were made for this, I’m sure they’d agree. Turning to something else that caught his eye that wasn’t the moaning mess of Applejack, Rarity was looking at him, giving him her seductive bedroom eyes as she slowly pushed the dildo into her eager pony pussy. Delicately, lips parted, allowing the changeling to watch on as she pushed more and more of it into her.

With her giving him an even greater desire for their bodies he was getting closer, cum building up behind a dam that would burst any second. But he didn’t want to cum in his cute farmer’s tight asshole just yet, and the second pony now jackhammering a dildo into herself as she poured all over her floor had given him a sudden craving. Pulling out of her ponut a small pop noise could be heard, a now gaping hole needed more having been used thoroughly.

Applejack was finally getting some rational thought back into her head, though it didn’t last long. She missed the feeling of him in her, having hoped he’d use her more before cumming in her, filling her stomach with his seed, but she’d never complain, he’s done so much for her already. “Thanks… that was-“ The thanking didn’t get far, her open mouth was attacked, a red ball being crammed in between her teeth.

Twilight had taught him so much, she was an excellent teacher to him, so he recognised the toy ponies refer to as a ball gag from one of her quick lessons. I’ll be sure to return for more sometime. Green magic surrounding it, it was forced into Applejack’s mouth and locked around the back, he wasn’t sick of hearing her moans, quite the opposite, but considering his spell made ponies crave submission he was sure she’d love the present. Why’d Rarity even have it? Was she using it on herself or preparing for somepony else to use it on her in the future?

Either way Applejack was ready and using his magic again he lined himself up against her, the wetness inviting his hard dick in. In one swift movement he pushed into her, the moist passage allowing him to reach her deep womb in the one thrust, him tearing through her hymen and claiming yet another pony’s virginity for himself. “Mmmff! Yersh!” She struggled moaning past the gag, but that didn’t stop her. She’d never thought sex would be this good but with him having invaded both her holes the farmer would be willing to give anything for more of the one who owned her.

Ramming in and out having started at full speed and not slowing, lewd squelching noises mixed with the slapping of their bodies together was all the three lust-driven animals heard (that and their heavy breathing). Juices followed his dick as he moved it roughly, a clear sign of her dedication to his cock and no other. Rarity was watching on, now on her back on the bed she pumped the dildo into her equally sopping wet cunt, watching him mate her so relentlessly was a dream come true, no stallion could ever take her as he did, all she needed was him. It doesn’t matter if I have to share, Darling can take as many ponies as he wants, as long as he’s happy. And as long as he’s… satisfied. “Yes Darling! Breed her! Make her yours!” It was a pointless thing to call out, they were both his anyway, but it still made her cum violently, tongue sticking out as her pussy sent pleasure through her body.

But what she called him did leap out at him. Magic grabbing Applejack’s hair he pulled her back, and leaning towards her ear he spoke a command for the two, loud enough for them to hear it. “You are both mine. I am your Master from now on.” There was no question or request behind it.

Inner walls clenching down on him Applejack came like she never had before, she’d masturbated a couple of times in the past but this was infinitely better. Screaming against the ball gag her orgasm lasted for a while, only for it to hit her broken mind again harder as she felt her sore ass being struck by his hips one last time, his hot jizz rushing out of his dick and pumping many backed up loads into the pony.

After the minutes of constant ecstasy ended she collapsed, exhausted and barely hanging on to consciousness. Pulling out of her he watched the liquid pour out of her, fully aware he wasn’t finished yet, no matter how good that climax was. And I know another pony that isn’t finished either. Slyly looking up onto the bed he saw Rarity still on her back, continuing to push the big horse dildo into her only now it was slower, her struggling to keep up with her newfound lust. She was panting heavily, wanting more but unable to give it to herself.

Green surrounded her body, his magical aura shifting her towards the edge of the bed, it grabbing both her and the toy she was using. Lifting her up she was dropped in front of him, on her back on the bed with her madly-winking pussy facing his direction. Climbing up he saw her, sweat covering her body, her fur making her look like a mess. His mess. “Thank you Master!” She couldn’t make herself cum again even when she needed to, her magic was drained, exhausted, but now she would get to please her master again, something even better. Watching him climb up onto the bed, she realised they were in the same missionary position she’d dreamed of before, Fuck the romance! This is SO much better!

Facing each other he took the dildo she was using, it still being held in his magic, and took a long lick with his long tongue, tasting her warm juices as she watched. She put on a show for me. It’s only fair I return the favour! “Delicious!” Throwing it aside onto the bed, he saw her patience run thin, her desire for him controlling her.

Using her horn again, the mare struggled getting any more magic out of it but through pure willpower managed to make it glow again. Leaning back she spread her legs even more for him, before a blue aura started spreading her lips for him too. “Take me Master! Please!” The submission aroused the both of them to no end.

With his massive cock covered in both his and Applejack’s cum, he aimed it at her, driving forward and plunging as much as he could in. Begging for more under him, the pain from having her virginity taken was drowned out by the pleasure of her insides being stretched to fit him in. Fuck yes!

“AAH! More, Master! Darling! Please!” Pulling out of her until only the tip was in, her Master kept letting his dick hit her womb, the longer thrusts more than enough to satisfy her. “I’m cumming!” With each orgasm better than the one before it, she’d lose her mind if she hadn’t already, nothing was in it other than the thoughts of the bug that she needed. Rarity’s big breasts bouncing back and forth, he loved seeing his mares like this, and he wasn’t the only one.

Still awake, AJ watched one of her closest friends get roughly fucked into the bed while still laying limply on the bed to her side. He’s- M-Master is being so rough with her! The mare’d be jealous if her body wasn’t instead filled with such excitement and joy at seeing her get taken by him too.

Back to the changeling specifically he had an idea come to him, every mare he was with was kinky as fuck whether they already were or the spell did that to them (probably the former), So let’s see how she likes this. Not slowing his thrusts into his slut, his horn grabbed the dildo from only minutes ago, flying it over to her face, it following it as soon as she saw it.

W-What’s- AH! What’s M-Master doing? Whatever it was she’d love it but she was still curious. Head hitting the bed she was forced to watch it upside down, barely focusing on it with him still pounding into her. “Ah! Ah! Master! Ah! What are you- Mmmpfff!“ Not able to finish, the toy cock still wet with her was pried into her slightly ajar mouth, the fashionista tasting herself on it as it went down her throat. Him controlling it it moved as rapidly in and out of her as he did, her being spit-roasted by two thick black cocks.

Cumming again, she was in her own heaven, listening to the Gluk! Gluk! Gluk! sound coming from her abused throat. I fucking love all these ponies! I’ve probably said it before and I know I’ll say it again! Every part of his genitalia was loving this, the large rod itself feeling her tight, wet and hot walls around it as well as his well-above-average balls bouncing off of her already used and slightly gaping ponut. It was no wonder he was coming to another climax so soon. “I didn’t earlier so I’ll be sure to fill you up too Rare’!”

YES! Cum in me! Breed me with your changeling cock! Making both cocks slam into her one last time, Flitter let loose, balls ejecting everything they had left into his mare with him grunting climactically, smiling giddily.

Splurt! Splurt! Splurt! Overflowing her tight snatch, cum rushed out from her pussy even when his dick was still in it, his big finish giving her another one of many orgasms tonight. She’d likely cum more tonight than every other night before this one combined.

But after all of this the three were now finished, and after their animalistic threesome they were going to get some rest. Much time had passed since they’d been in this room, Applejack was probably meant to go back home hours ago but she didn’t regret any of this. Outside the sun was quickly setting, night creeping closer.

All thinking the exact same thing they got up sluggishly, making their way to the top of the bed, Rarity coughing as he pulled the dildo out and moaning a bit more as she felt so much cum rush out of her. Applejack stretching her mouth a little as he undid the clasp on the ball gag behind her head, it coming out and dropping onto the bed. This room would need a desperate clean with all the fun they had, but if that was the price she had to pay for this then it was easily worth it.

The changeling of the three was also tired. He had meant to put his all into his last ’session’ with Rarity, knowing it’d be his last of the day, but still he was shocked at how much he needed the rest.

The horn’s magic picking up the covers, the three very unclean ponies slid under, snuggling into each other and not needing to say a word as the three drifted off to sleep, sweaty bodies rubbing against each other’s, finding warmth in them.

Author's Note

I think we can all agree that Zecora has a fat ass no matter who denies it.

If my uploads slow down then that doesn’t mean I’ve stopped, I will try to get a chapter out at least every 2 weeks-ish though it could be more… who knows?

Did this chapter feel too long? I think it might but I don’t know.