Lust Drunk

by Birdybirdbird

Rating: mature
Tags: Main 6, Original Character, Porn, My Little Pony: Friendship is Magic, Fetish, Other, Fluttershy, Twilight Sparkle, Alternate Universe
Length: 41062

A changeling wanting more out of life gains the ability to corrupt ponies. Enjoy the smut.

Deciding he wanted more out of life than just servitude, this changeling drone makes his way through a forest finding an ancient castle that he didn’t know was the Castle of the Two Sisters. Finding a book in there gives him lewd powers changelings could only have dreamt of before. Shenanigans ensue…

Spoiler Alert: He fucks.

This’ll be shameless smut with so many kinks. I’ll add them as I go, there is corruption, kind-of-hypnotism, excessive cum, and cock worship. There is a lot else that I haven’t mentioned so keep in mind that this is very kinky.

A warning though, this is a very kinky story throughout its entirety so if you’re not into these kinds of things then sorry! :trixieshiftright:

This is set before the finale season 6 since I wanted Starlight and Trixie as best buds but no reformed changelings.
Maybe in the future I’ll rewrite this when I’m actually better at writing.
Also in later chapters I’ll try to give it a bit more plot than it has now.

Art by heavymetalbronyyeah
2620096 on Derpibooru

Published 2022-12-12 20:00:01 UTC
Last updated 2023-01-10 08:50:17 UTC

Chapter 1: Lewd Beginnings

Trudging through the Everfree Forest, Flitter the changeling is tired yet still captivated by the life around him with such colour. He hadn’t been a scout, just one of many guards protecting the hive with the outside world just out of reach from him.

He wanted to see what was out there though, experience more other than the dull greys and blacks of the hive and now he finally is, call him a traitor but he just set off without informing any changeling and is now searching for shelter. The bug feared his choice but didn’t once regret it. His decision had gone well so far and so what if he wanted to meet other creatures? Changelings can want things too.

Other changelings in the hive were sure to feel a similar way but finding them would be near impossible. Having reached a small clearing, a castle in the distance gave him the slight glimmer of hope he needed, and setting off towards it the lone creature looked forward to maybe even getting to meet other creatures besides the not-so-talkative changelings back home. Always having wanted to experience new things, this changeling was not popular back at the hive even by their standards but he felt confident this castle would contain somepony (or at least something) that would be different compared to the hive.

Entering through a back entrance the wanderer studied his surroundings, a library, I’ve only ever heard of these. The books stacked up so high he had to strain his neck just to see the top and large colourful banners hung from a wall showing two different ponies looking regal and strong. Turning in place he studied all the walls with them on an wondering who they could be.

“There doesn’t seem to be anypony here though.” Or was there? He couldn’t sense any love nearby but whatever was calling him wasn’t just in his head. What is that, it’s…alluring? I can’t tell what it is. Something was here, wanting him to go to it, he wasn’t cowardly -being a guard for a ruthless queen will do that to you- but it didn’t feel right just heading to whatever this unknown thing was.

Eventually feeling he had no choice he succumbed to the call and made his way through what felt like a maze, every small book looked different and unique and each and every one held some of their own magic yet why in a library of all places, a place of spell books and grimoires, was something alluring him?

His stomach growled, hungry, the hive had plenty of love kept in reserves for emergencies but that wasn’t an option, he’d have to love for love after this.

Having walked for a while through what felt like an endless library he reached what he wanted to, a small room in a corner of the library with half a wall purposefully missing showing that the circular interior and the books stacked in a circle around the room. They all looked normal… but one, the rest had worn covers but one directly in front of him, behind the table it entirely dissimilar, not bland colours, a pink and purple pattern with a shimmering crystal on the side, the book looked enticing and it was.

Keeping his eyes locked on it he made his horn spark green, levitating it out slowly and placing it on the table so he could read it. Lighting a candle with one of the few spells he knows, he reads the cover ‘libido super amorem’. He knew he shouldn’t but he had to, he wanted to read this book no matter how many times his mind told him why he shouldn’t.

It even feels like love though, only a little bit though, there’s something else here too.

Reading the first passage he was already captivated by the pristine pages and handwriting. To whomever reads this, I have spent years studying magic and its affect on ponies but never did I mean to make this discovery, the spell contained within this book is here so it can be investigating but not used, it grants power to the pony who casts it but I beg you do not. It could threaten the will every creature in Equestria in theory.

That’s it? It’s so vague, but if it only grants a power then how bad can it be? He was lying to himself at this point, the book played with his mind and before he knew it he was casting the spell already feeling its effects on him. Flitter would be disappointed in himself if he wasn’t too caught up in the moment, there was even a warning but still his horn was glowing green.

The spell looked like it was reaching out towards him, slowly making its way from the pages to his horn but when the pink glow did it sent a sudden jolt through his body. It started at his horn, feeling like electricity, and slowly made its way throughout the changelings entire body, ending finally with a huge blast of pleasure at his genetalia.

His body felt different, he was still definitely himself and a changeling but now… something feels different. His eyes felt weird now, yet tilting his head to look between his legs he saw the first and only piece of evidence he needed, his throbbing cock, he had one before and he was quite well-endowed for a changeling but now it just feels like it’s waiting for something, I’ve heard of ponies thinking with their dicks but this isn’t right.

The new feeling in his loins wasn’t the only surprise he noticed though, all changelings have a constant and insatiable hunger for love, it’s changed, his mind was filled with images of the other changelings back at the hive, their curvy asses and bodies only making his downstairs situation worse. He was right, it had changed, no longer did he feel the need for love to satiate him, it was something different.

Hoping the book would give him more clues he turned back to it to see it had lost some of its colour, no longer and shimmering and almost glowing pink but not more dull. It’s used up all of it’s magic… and all it did was make me horny.

Feeling his travel here was a waste of time he set off back through the library, I know something has changed but I don’t know what. Coming here was a waste of time. He had hoped to meet somecreature else but now only was disappointed, he’d just set off again, if he was in a castle then surely there was other civilisation around close.

Flying over a rickety bridge he pondered, thinking on what kinds of creatures he’d meet, ponies surely but any others? He had no clue, he did hope that whatever this new hunger is it would go away soon.

Trotting past more trees he thought about the book unable to get its words out of his head, I just hope i can at least make friends or something like that with some creatures.

Hearing something new up ahead he picked up his pace, his mind had wandered during his walk to quite a few different topics but it always returned to something lewd, Flitter felt thinking about if the book caused it anymore was pointless considering he couldn’t hope to find more answers out of it. But at least I’m okay, my minds still foggy but i can at least think clear enough to understand that casting the spell was a stupid thing to do.

Avoiding tripping on a few more roots sticking out the grounds was hard work but soon he could relax when he got out of this forest. There were a few timber wolves that he had the pleasure of stumbling across but other than the slight danger they provided when sleeping he didn’t come across any other threats.

Taking a few more steps forward and letting his eyes adjust to the light he saw he had finally reached the outside of the forest. Resting against a tree sounded pretty good right now and he really was appreciative that his hooves could get a rest.

Looking into the distance there was a kingdom on the side of a mountain in the distance, Canterlot, the memory emerged, the now sitting was there when they attacked and failed miserably, in hindsight their queen’s hubris would’ve always made them lose but it’s not like the others in the hive are like him and willing to risk everything for a hope at a better life.

Much closer was a castle made of what was crystals? and in front of that was a small village that assuredly would have ponies in. It looks so much nicer than the hive, so peaceful and orderly, these people probably get to choose what they want to do every day. And now I do too, I guess.

Ending his optimism and getting back up onto his hooves he spied his immediate surroundings now, looking at the large cottage where the noise was coming from, it was right in front of him and impossible to miss, even looking like a large tree it didn’t look out of place in the meadow.

This is it, when I decided I would do this and I will. I know deep down this won’t end with me going back the the hive with my tail between my legs, I’m sure of it! Approaching the quaint cottage he wondered what to say, if there’s a pony there then what in Tartarus do I say? A pony isn’t just going to act normal seeing a changeling, are they? I need to think of a plan of action.

And yet all those thoughts immediately left his head when his eyes laid upon the mare outside of the house in it’s garden tending to it.

There was a beautiful yellow pegasus pony crouching in what was her garden, she wore just a hat and small gloves for her hooves, but the changeling halted his approach, too captivated to move any closer. She was facing away from him mostly which mostly obscured her view of him, but he could see plenty, her rear was high in the air with her head down digging a gloved hoof into the ground.

The sun gleaned off of her rounder body and his eyes made sure to focus on it, her huge ass was shaking in the air melodically side-to-side with her humming, the pony’s pussy was also in view, the lips slightly spread showing the tight pink inside the now lustful changeling wanted (or needed) to see, her ponut making him lick his lips. Said yellow mare’s attractive body was being admired by the unnoticed visitor who had suddenly realised he was growing hard, so much so that he had a full erection.

That was quick! After realising it wouldn’t leave he eventually decided to approach her, unfortunately (or fortunately) making his view of her curves and genitalia even clearer. Now he could admire just how large her jiggling crotchboobs were, and how sexy she was from this angle. With each small movement the lusting changeling saw her body respond in tandem dancing before him and giving him the best show he’d ever witnessed.

I saw ponies in Canterlot but this one’s… beautiful. So easily could he imagine plowing into her depths, which was odd since he had never lusted for a pony before.

Ignoring his erection that demanded attention, Flitter stepped towards Flutters, he couldn’t help it, her body enticed him towards her and he was helpless to it despite a small part putting up resistance.

Right behind her the changeling tried and failed to get the idea of having his way with her out of his head so speaking before his body escalated would be for the best. “Umm… Hello.” Wanting to avoid startling her, his voice was quiet.

“EEP!” It failed. Fluttershy shot up into the air kicking up dirt along with her, terrified. The mare hadn’t even heard him approach and the last thing she expected was any other pony with her.

Seeing her more clearly, she wore small gloves on her hooves and a hat that looked good on her, but soon in the air the hat fell on her face obscuring her vision, falling to the floor with a thud as she couldn’t land properly, the mare turned to face his direction, unaware of the show she once again gave him.

There was an attempt to clear the awkward atmosphere, “I’m Flitter, what’s your name?”, but not a very good one. It was enough for him, it was polite and distracted him enough he could try to stop thinking about her curves again.

Finally fixing her hat, she spoke, looking up as she did, “S-Sorry, I’m Fluttershy, I didn’t see you… behind… me.”, her words slowed as she saw the holed hooves in front of her. I-I-Is t-that a… her eyes didn’t even need to look at his to know.

He was watching her, the entire body of the mare freezing up, suddenly all at once he realised his mistake that he so stupidly forgot, changelings are enemies to them, i need to show them I want to be friends. “It’s nice to-“

“CHANGELING!” She screamed mostly to herself, her wings picking her up and zooming her back into the cottage deceptively quickly. The door slamming didn’t make him feel the most welcome, but at the very least the former scout felt undeterred. If I explain to her that I don’t want to hurt her or anyone then maybe she can let me in and we can be friends or something. coming to the conclusion, a voice in the back of his head chirped in, Or more than that.

It’d be difficult convincing a pony, especially this one considering how timid she seemed, that a changeling meant no harm. Now he thinks about it though she does seem familiar, she was probably at Canterlot or something. Deeming it not important right now he trotted with purpose towards the house, his mind on her and only her.

Knock, knock, knock. There! That should wor-

“Nopony’s in!” A panicked scream came from the other side of the door, the yellow mare had her entire body splayed against the back of the door, her stress not letting her move from that position.

It’s now or never. taking a deep breath, the unwelcome guest spoke up, “I didn’t mean to scare you, I know how I must look as a changeling but I don’t want to hurt you and would just like to get to know you or something like that.” We could get to know each other really well. the voice unhelpfully added again.

“B-But I… Umm well… I…” sighing heavily she put all four hooves back on the floor, not able to find any good reason to not let him in. What if he attacks me? He did just say he didn’t want to hurt me. But what if… sighing again, she raised her hoof to the door handle.

On the other side the changeling was ecstatic, first he got the enjoy the view earlier and now he could meet the ~~sexy~~ nice mare. Speaking of which the bug realised his cock was still at full mast, but now he was too busy watching the door slowly creak open hoping she wouldn’t notice the throbbing, Maybe now we can see eye to eye.

Greeted with the sight of her he saw she had removed the only ‘clothing’ she was wearing, now being fully nude, but that definitely didn’t mean she was comfortable there. Her hoof tapped at the ground with her eyes focusing intently on it, not daring to look at the changeling there at her front door.

Let’s hope this works. “Can- Umm- May I come in?” Doubtful would be putting it lightly, he fully expected her to slam the door in his face but at least that hasn’t happened yet.

She seemed shocked to the changeling, not expecting what he said. Looking up her eyes met his.

Everything changed for Flutters, her ears went from droopy to fully collapsed on her head, her eyes widened and her head felt so clouded now. She felt her folds moistening and becoming hot as she suddenly became aware of the changeling in front of her that she had just been staring.

But he was watching this all unfold, he saw the huge change in her body language but was watching her eyes most of all, they flashed pink before changing completely, the bright blue eyes quickly shifting into the shape and colour of a pink heart before changing back to her eyes from before with a pink colour now, looking like the gem from that book.

The two stared into each other’s eyes for longer, both captivated by the other until Flitter stopped much quicker than she did and quickly snapped her out of her trance. “Fluttershy? Are you okay?”

That worked perfectly, with a huge jolt she was focusing on him again instead of zoning out, her cheeks showing a large blush rising rapidly to go with her now flustered expression. Looking back at the floor again with the blush still prominent and not fading she spoke up nervously “I-I’m okay, y-you can come in if you like, please.” And as timid as ever she stepped to the side allowing him entrance.

Smiling and walking inside he looked around, it felt warm and cozy, like what he imagined a hug would feel like. There were animal related things everywhere like birdhouses and food bowls (not that he knew what they were but he could guess).

“You can take a seat, I’ll… umm… make some tea.” Heading off to the kitchen she turned, giving his lusting mindset foo for thought. Her cunt was openly dripping onto the floor below, winking at him repeatedly and spreading an arousing aroma around the room.

Rushing to the table he sat on the floor next to it making sure the wood hid his wood, thoughts in his head running wild.

In the kitchen was Fluttershy the most aroused she’d ever been, W-What’s happening? I feel so hot. It must be something to do with him… him. He is quite handsome for a changeling… but why am I s-so h-h-horny. Dragging her hoof away from her clit she decided to make the tea she said she would, he’s so… I’ll just make the tea.

She’d never been attracted to someone before, Rainbow and her had been flirting for a while but they never did anything even if she was pretty sure they both wanted something. This changeling however, she’d also never felt this submissive, and this is Fluttershy were talking about, but I just met him! And i still want him to… What was with all those thoughts like that at the door? He’s… a-attractive but I won’t worship him… maybe

Having finished making the tea and pouring it into two small cups carefully she tried to forget everything she was just thinking, as well as ignoring the urges overwhelming her brain. Just be nice to him, when he leaves you can go to Twilight and see what this is, I don’t really want him to leave though… I can just figure this all out then if it still hasn’t gone away.

In the living room was another trying to control their urges. I originally wanted to just meet new creatures but all of this is happening. I can’t say I’m not enjoying it but this is difficult. But his lust kept popping up, telling him what he knows he wants, And her face, it’s beautiful, I can’t wait to ram my cock down her throa-

Pre-cum was leaking out his shaft and onto the table, the intrusive thoughts were getting worse and worse but he refused to give into temptation, no matter how fuckable his second head thought she was.

“Oh you want to sit down there? O-Okay then.” There was a sofa there but she didn’t mind. Setting down the cups she held in her wings onto the table, she dropped her flank onto the floor opting to sit close to him, she saw him watch her but didn’t mention it, only blushing more. Well at least he finds me good-looking too.

They spent a good while sat talking to each other, what their lives had been like up until now as well as what they both liked, both ignoring the arousal as well as the smell.

The two warmed up to the other but it still was awkward. Shifting in place to get more comfortable, a yellow ponies’ hoof gingerly touched something under the table, warm and strange, whatever it was it got more of a reaction out of him than it did her. Flitter jumped but clearly enjoyed it, then what was? Wait, it’s his…

The blush returned, with her moving back slightly “I-I’m sorry.” Her eyes were glued down to under the table, I can see it, it’s so big and... The mare was hypnotised, licking her lips she watched under the table, something noticed clearly by the one across from her. “D-Do you have a… umm. Are you… Could you…”

Fuck it. Turning his body he revealed what was hidden, his cock springing up in front of her face with her eyes still on it. The pre-cum dribbling slowly just in front of her mouth, her hot breath breathing onto his length making it throb even more. Other than the heavy breathing she was motionless, entranced.

Studying the item in front of her she saw it in its full glory now, the long and entirely black horsecock with equally impressively large balls hanging underneath. It was perfect, the head was large, the ring too, she didn’t even know him that well but only one thought was clear now in her fogged mind:

I need it.

All rational thought went out the window, the shy personality left as her head moved down and up dragging her tongue slowly up it, making sure to get all cum in her mouth. The taste was delicious, addictive, she craved more. It was sweet and tangy, similar to the tea she’d just made, but the major difference was that this was something she needed, something the mare could think about day and night. This is… worth worshiping.

Flitter was feeling amazing, she only licked it yet it felt like heaven, and the sight in front of him was just as heavenly. She was lust itself, her pink eyes met his, her yellow fur was now disheveled with sweat and there was clear anticipation in her body… Is she… she’s waiting for me to tell her what to do. Oh well, morality was overrated anyway, and he felt this would feel much better than making friends would. “Well? Are you going to suck it or not?”

The eye contact remained and she looked ecstatic, like all joy up until now was nothing compared to it, and after giving him the biggest smile she’d ever given anypony she lowered her head onto the shaft barely fitting its enormous girth into her hot, wet, waiting mouth, her tongue swirled around the head with her eyes breaking from his and rolling into the back of her eyelids. She didn’t have any rational thought left, everything was about worshiping this creature and his magnificent cock and balls.

Struggling to fit the girth in her mouth she decided just making herself force it in would be better, it was painful but nothing compared to the pleasure of not only having his tasty dick in her mouth but the pleasure of serving him, worshiping him.

“Mmmmmm!” Moaning in bliss, she bobbed up and down, slowly making her way further and further down his length. Looking back at him he was also loving her enthusiasm, placing his hoof on the back of her head he pushed her down further making her throat wrap around his dick tightly while she got forced even further down his mountainous length.

And she loved it.

They both did. His complete control over her made her feel things she hadn’t yet, Fluttershy had no clue as to what made her this but she never wanted to go back. His ring blocked her path, but didn’t take long to overcome, to her she probably thought she looked terrible but to him she was lust incarnate.

“F-Flutters, you’re so good at this! Ah!” That book’s the best thing to ever happen to me! I could’ve made friends with her, she seems sweet, but why have a friend when I could have a cock-drunk slut chocking on my cock?

Praise given was more than she could ever ask for, filled with newfound determination, the mare kept trying her best, she’d only ever tried doing things like this to her collection of dildos but the pegasus knew that she would do anything to please him.

Feeling her nose hit his belly he saw her achievement, the yellow pony was deepthroating the entire rod. Moaning loudly, she brought him even closer to orgasm, while he didn’t notice the moan indicated her own orgasm with her spraying her juices from her pussy all over the floor. It was as filling as it was fulfilling for her and considering all she could smell was his musk, she wasn’t surprised at all that her orgasm was that strong.

“It feels too good! I-I’m cumming!” Removing his hoof from her head he thrust climactically into her mouth, climaxing and filling the mare’s stomach directly with his thick cum. It lasted for minutes with him being extremely pent up from her unintentional teasing earlier, only looking down at her did he see the state of her though: she was happily taking his cum seeming to be elated by it but her face turning blue made him pull her head off his lap.

Only his lengthy shots of cum decided he wasn’t done, and shot multiple ropes at her hypnotised, awaiting face. Sticking her tongue out she caught much on her tongue though much missed, landing everywhere else. The changeling looked at her face seeing her eyes closed and a dopey grin on her face as she licked his spunk from around her mouth.

Her face had him all over it, as well as her cottage floor and his own belly. Everywhere was drenched with what he shot out of him. He was pretty sure every creature wasn’t supposed to have cum as much as he did but that didn’t take away the thrill of looking at her now.

“I loved that so much!” Eyes closed she couldn’t see the lustful and dominant look in his eyes. “P-Please can we do that again Flitter! I-“ but she was soon cut off.

He pounced on top of her, forcing her onto the ground with him on top. “No, you will call me Master from now on, won’t you?” The changeling owned her and her enthusiastic nods only proved it, she didn’t only feel dominated now, she felt like she now understood her place in the world. I’m his and I live to serve him. ran through her mind and consumed her thoughts as his face was rammed into hers.

The changeling and pony kissed on the floor of her cottage, his longer, rougher tongue playing with hers and tasting himself in her mouth, the mare was nearly at orgasm again. Grinding his shaft on her, he finally pulled away from her, looking down she saw him rubbing his shaft on the fur on her belly. “Can I-“

That thought stopped seeing him use magic to sandwich his cock between her two crotchboobs. “T-They’re sensitive.” The fact excited her, she had always been embarrassed of their inconvenient size and sensitivity but if her master loved it then she loved them too.

And he did, it was euphoric feeling her huge teats envelop his erection so when he thrust in and out of them them both experienced more pleasure than even the blowjob did. “Ah! Ah! Ah! Harder! Please!” She was screaming, filling the once peaceful cottage with her begging.

Every time his ring rubbed on the breasts it sent a shiver through her body, her body was building up to another mind-blowing orgasm with his doing the same. Here it is!… W-Wait what?

He’d pulled out, dangling the rod over her body while she watched it desperately, she needed that release and now he was just holding it there. “Master please! I need it!”

Horn glowing green, the one who got off of her grinned, “I know.” His magic pinched her nipples, toying with them. “Say you’re my slut.”

A new orgasm racking her body, she obliged while panting out her words “I’m just your slut, Master, I love your cock and will make sure to always be your fuck toy when you want me.” I need more of him!

She said more than needed but that’s perfect. I meed to make sure she isn’t lying though. ”Get on your front, slut.” Flitter would make sure to treat his new pet excellently, but he planned to be rough.

Yes! Yes! Yes! Spinning around her boobs were now pressed against the polished wooden floor, and with a ‘squelch’ the semen stuck to her body did to. Presenting her ass to him she spread her legs. “Anything you want Master!”

The view from here could not be beaten for the horny bug, her huge ass nearly covered her holes, but it showed all it needed to. The fat yellow ponut he loved so much was in front of him winking, her throbbing cunt did the same though unlike her anus it was dripping and creating a pool of her juices onto the floor.

Striking her cheeks and hearing her throaty moan, he was now hypnotised by her body’s jiggle, attacking Canterlot, he’d only seen some jelly there but if he had to make a comparison he’d make it to that. “Ass up.” I’ll never get tired of this.

Arching her back she was presenting herself and loving it, Master is perfect, this is perfect. I don’t care what happens from here, as long as I get my Master’s cock I’ll be happy. “Yes MastAAAAAAAAHHHHHHH!”

Not letting her finish he rammed his horsecock deep in her snatch, filling her completely. Flutters tongue stuck out of her mouth, her mind broken and only incomprehensible gibberish and desperate moans coming out of her. The master’s entire body slapping into the sluts, his hips meeting hers and his round balls rubbing against her clit. “Tell me how much you love this cock!”

Even exhausted she made sure to scream the answer: “I LOVE IT! I NEED YOUR FAT COCK MASTER AND I DON’T WANT TO LIVE A DAY OF MY LIFE WITHOUT IT! PLEASE! FUCK ME! I’LL BE YOUR COCKSLEEVE FOR THE REST OF MY LIFE! AAAAAAAAHHHHH!”

Like a piston he moved in and out, her soaking insides allowing him to, It’s almost like she was made for my pleasure!. His body loomed over hers, his hooves on her back holding her in place so he could use her best.

Her round cheeks clapping and shaking with each thrust and her puffy pussy being pounded made her perfect for the one who hypnotised her. But I did leave the hive to try new things so why stop at her? I could get a whole country of sluts begging to have a piece of my cock. Focusing back on the present though he had one to pay attention to now. Even with a country I’d keep Flutters, her ass is mine and mine alone.

“Ah! More cock! Ngh! Please! Ah! Yes!” Drool, semen and vaginal juices coated the ground they fucked on, with the top being so rough they were both rapidly approaching their climaxes. “I-I’m cumming Master!” She was in love, it was safe to say, whether it was with his genitals or him she didn’t know but either way she’d do anything, ANYTHING, to please him.

Relentlessly moving, he felt he fell into the role of dom quite well, “You won’t cum until I let you, understand?!” Knowing full well she didn’t want to, he commanded her to, she’d have no choice then. “Cum when I do.”

“Ye-“ Plap! Plap! Plap!Plap! “Yes Master!” Responding wasn’t easy but after enough time she forced it out, her body was tired but her cock-riddled mind needed his seed in her, even if she wouldn’t get pregnant from a changeling.

20 minutes of animalistic rutting later he decided it was time, “I’m cumming! Take it!”

“Do it! Please! Fill me more! Pump your baby batter deep into my womb Master! I’m begging you!” They finished together, him ejaculating the most yet, it filled her up like she had craved with it flooding her body and expanding her belly. Nothing else mattered to her then, as long as she could be his desperate cumslut forever she was more than happy. Her eyes rolled back for what felt like the tenth time tonight and the orgasm shook her unconscious, only thinking of dick before succumbing.

Her Master pulled out soon after, the remaining jizz landing over her cheeks, she laid there sleeping, covered snout-to-flank in white.

Without that spell this all likely wouldn’t have happened, did it corrupt him in some way? It definitely did Fluttershy. Who cares? What happened here is infinitely better than whatever would have happened if I hadn’t found that book.

I know some sweetheart like her will have friends so she’ll be happy helping with them in the future. Licking his lips he started looking at her cum-drenched body again he smiled slyly, Plus she’s much happier serving my cock than she was before. Maybe one more round before she wakes up?

Author's Note

And so it begins…

I’m clearly an amateur at writing so if anypony wants to give me some advice and/or constructive criticism that would be greatly appreciated. I’d really like to improve my writing.

Chapter 2: Pegasi In Paradise

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Has she…? Is she still-

“As you wish master.”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Turning one more time she spied the door.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Author's Note

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

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

Chapter 3: Princess Pounding

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!

Chapter 4: The Fashionista And The Farmer

“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.

Chapter 5: The Plump Pink Pony Plot

Yaaaaaaawn!

Waking up slowly, eyes blinking to adjust to the light pouring in to the bedroom, Flitter was delighted to find two ponies still next to him. They all hadn’t moved from the night before and were still cuddling together on the bed that definitely wasn’t made to fit three ponies (or two ponies and a changeling).

The rest of the room, bed included, was filthy, it was covered in multiple different liquids, and the arousing aroma still hanging in the air didn’t make it feel clean but wasn’t unwelcome. Plus the creatures on the bed weren’t much better, all three were sweaty and the changeling’s sheathed dick was still covered in both his and their cum.

And I don’t want to be anywhere else. He was very happy with where he was no matter how much they all needed to clean, if anything he felt bad for every other changeling from his hive that doesn’t get to experience this. But just because all of them are missing out doesn’t mean I shouldn’t enjoy myself… Maybe I will return to the hive one day. While he thought deeply in bed, the sun was rising, it being time to get up.

Light peering through the windows of Rarity’s bedroom, it woke the other two up not long after, them slightly confused as they rose but unmistakably happy. Laying back in bed he opted to watch them, and seeing his two newest toys open their eyes, them locking on him, he knew the day would just get better from here.

“Sleep well you two?” It wasn’t to demean or interrogate them, it was strangely natural in a way as if they’d been casual friends for years.

“Yes Master!” “Yes, thank you Master!” Speaking at the same time, they partially laid down, resting after not feeling any need to rush anywhere else. Last night really took it out of them and with all he’d done that day it was no wonder he was tired too. Having spent a lot of time learning about pony life from Twi’ when he arrived here it must have soon drifted into the evening, explaining their shared want to sleep. But now they were back and full of energy, if a little weary from just waking.

“Good!” Peacefully the trio shared their warmth, content with where they were. Everything around them was at peace at the same time, birds chirping, distant ponies setting up in the village’s market, wind blowing through grass making it sway gently. This is the life! Noticing he’d subconsciously closed his eyes and rested his head back on a comfy pillow, he opened his eyes again, not wanting to go back to sleep, no matter how calming this was.

Eyelids opening he saw something unexpected, Rarity and Applejack had been looking at each other sat up in bed, both grinning and somehow silently conveying the same message to the other. Corrupted, pink eyes returning to his, faces still grinning mischievously, they closed in on each other’s face directly in front of him, lips touching as they shared a chaste kiss.

What in Tartarus is happening? I’d just assume they liked each other as more than friends before this but why were they grinning like- He got his answer immediately. Seconds after what seemed like a tender moment both were forcing themselves into the other mare’s mouth, moaning quietly as their tongues intertwined. Sloppily making out, the two mares tried rubbing themselves on the bed, struggling to get any friction on their clits.

As he realised what their plan was it was too late, a huge tent was rising from the bed covers. His two sluts were putting on a show for him, them wanting to pleasure him and making sure he was hard enough so they could. Breaking apart from their lover, both pairs of pink eyes only glanced at his currently obscured dick before they turned back to him, requesting permission to be of service, they’d never do anything he didn’t want them to. Applejack was the one to speak up, asking what needed to be asked, “Can we? M-Master?” It felt so right calling him that, even when he’d never told them his real name it didn’t matter to them, he was their Master and that’s all that mattered.

Giving in (and absolutely wanting this too), he sat up straighter, getting comfortable for when they have fun. “Go ahead girls!” Using magic to lift the sheet up their heads snapped to it in all it’s glory, still sticky and giving off the thick stench of all three of them.

“Thank you Master!” They said in unison, elated that this was happening. Licking their lips they stalked closer to it, hypnotised by every aspect of it before they laid down at his spread legs, not waiting long before they dived forward. Breathing in the filthy musk their tongues ran up and down it, them pressing their muzzles up against the thick length they were worshipping. They were getting wet again, the combined taste of the three being delectable, as Rarity would put it. The mares’ saliva was going everywhere, but no one there cared about cleanliness, only the carnal lust that took over their minds.

Letting her taste buds relish the moment, Applejack stopped her licking, only long enough to get one sentence out. “We taste so good together!” Shoving a hoof underneath her to play with her constantly winking pussy, his loyal whore went back to work, noisily sucking and licking up all that coated his dick.

Minutes having passed and the two sluts having covered every inch of his huge dick and getting every last drop into their mouths, they finished cleaning him, pushing their heads against the hot shaft looking up at him happily. Neither minded sharing him, their Master deserved everything in Equestria and more, so if he got more pleasure from the both of them then they loved sharing him. “Please may we make you cum Master?”

Who was he to deny Rarity’s request? Both were clearly needing it just as much as he was, panting at his hips, wanting nothing more than to please him. “Get to it, sluts!” He knew they wouldn’t be offended by the name, he knew they’d cherish it!

And they did, hearing his words echo through their heads as their focus immediately transitioned to the beast stood up straight between them as well as the plump orbs that dangled beneath it.

The classier of the two mares leaned forward, giving the black skin a gentle kiss and watching it twitch from the contact. Yes! I am your slut, Master! Forever and always here to serve you! Moving upwards she placed her lips above his thick head, before she wrapped them around it, her mouth having to stretch open to slide it in, being reminded again of how massive his perfect dick was. Perfect for breaking sluts like me! Bobbing up and down, the slave to his cock made sure she got further down him, making sure she could be his perfect cocksleeve, nevermind how long it took.

At the same time, the country bumpkin saw her own opportunity and took it in her own way: directly and not-so-gracefully. Having gotten the chance to do something she’d been wanting to do since last night, AJ’s head dropped like it was made of lead, the action shoving her muzzle between his fat changeling testes, right where her broken mind wanted her to be. Taking in one deep breath, her body was invaded all over again, his heavy, masculine scent going from her nostrils straight down to her even wetter snatch. Fuuuuuuuuck yeah! Her hoof still rubbing herself did nothing compared to what the creature that owned her body could make her feel, but it was enough, only just.

Laying back further into the pillows, the changeling didn’t just get to watch them, he obviously felt everything they did to him, and he obviously enjoyed every bit of it. Rarity, slowly pushing more and more of his dick down her throat, Applejack, using her tongue and only free hoof to fondle his balls, they deserved a reward for being such obedient little whores. Eyes wandered from them to a couple of items on the floor that were previously on the bed, And I know just the thing! Horn lightning up, two dildos (ones roughly the size of an average stallion’s junk) flew up, one for each of them. Their round, squeezable rumps pointing to the ceiling, he floated one to each of their surely quivering pussies. “You two have been such good girls for your Master…”

That was enough of a reward, their Master’s praise. They were already on the edge just from that.

“And good girls… Get… REWARDS!” All in one instant motion, their awaiting yet unaware pussies were spread open, his magic easily spreading their outer lips.

“AGH!” Both screamed, shocked, him finally scratching the itch that they were both failing to deal with. Messily, both toys made their way in and out rapidly, giving them no preparation as their orgasms were forced upon them instantly. Not able to stop moaning and panting out a “Master!” to him, they tried their best to keep loving his cock, they wouldn’t let him down.

Roles reversed, the fat-ass farmer was now trying and failing to deepthroat him, not able to ease up her throat with the pleasure shooting into her behind, but the vibrations caused by her moaning were helping him slowly get closer. Not bothering to try anymore, she put her hooves around his dick, pumping it and giving him a surprisingly good hoofjob considering how she had orgasms hitting her by the second.

The sexy stylist was trying her own thing too, his penis taken, she’d moved up, seeing him face-to-face to do what she could there. His balls were being massaged in her magic but she wanted to do more for him, give her everything for his pleasure. Looking at him as he looked back, the lovers’ faces were barely inches from each others, “H-Hey.” Stuttering out, she hesitantly leaned her head forward into his. Gently pressing her lips to his, she immediately understood one thing: he didn’t want gentle. Penetrating her mouth, his tongue forced its way into her, dominating every part it could as he forcefully ravaged her. Rarity was caught off guard but adapted quickly, returning with the same ferocity and passion, delighted.

Closer and closer he got, his balls had been busy and he was about to shoot some huge loads out very soon. Bucking his hips upwards, he ripped his tongue out of Rarity, telling them of his impending climax. “G-Girls, I’m gonna-“

Applejack bobbed her head on what she could, his pre that she’d tasted on her tongue was the tastiest thing she’d ever tasted, better than all the cider in the world! If his pre-cum tasted that good then imagine how good the real thing is!

Thrusting up one last time, his huge balls emptied themselves, splurting into Applejacks mouth until she couldn’t keep her head there any more. Delicious cum had filled her mouth, and taking one difficult gulp, bringing it down into her, she was caught off guard as ropes upon ropes of more of it landed on her head.

She knew he would cum a lot but this just showed how superior his dick was to all others. Somepony truly worth worshipin’!

Watching on slightly enviously, Rarity saw her friend get covered in him, though if they’d stay just friends after this was to be discussed. Her horn having stopped glowing she moved from his side, getting past his -half-flaccid dick to Applejack, taking a look at her their matching eyes soon met, before she pounced on the farm pony, pinning her to the bed. “It’s not very fair that you get to enjoy all of this AJ.” Sticking her tongue out she lapped up cum off of the vulnerable mare, it didn’t look pristine, the action wasn’t very ladylike, but sweet Celestia was it worth it! I love my Master! He can breed me in a fucking back alley if he wants! Anytime! Cumming hard from the excitement mixed with the taste of him on her friends fur, she saw ‘Jack below her watching on, dipping her head down again she smushed their lips together, sharing a dirty cum-filled kiss with her fellow slave.

Meanwhile, watching the sweaty ponies go at it was the changeling that the desired jizz belonged to. Observing, he was mesmerised as another erection sprung up, rock hard seeing the kinky mares throw away all dignity to their lust. No. If we keep going I doubt we’ll ever stop, and as much as I want to there are other places I could be right now, plus these mares still have their own lives asides from being my sluts. We need to stop… even if I REALLY don’t want to. He’d figured out that, despite his spell changing them, they were still the same ponies. Fluttershy would still keep helping her animals, Twilight would continue being a princess, only they belonged to him now and never forgot that.

Using his wings to fly off the bed he landed on a puddle in the floor left there from yesterday, ignoring it he looked up at them not having noticed his movement.

“Hey sluts!” Removing themselves from each other with a final moan and looking to him, they patiently waited his next command, still entangled in the other pony’s legs. “You two probably have other places to be today, how about we share a shower?”

Faces lighting up, the intimacy of a shared shower with their Master allured them both. “Ah’d love that!” “That sounds splendid!” Climbing off of each other, some parts sticking to others, they jumped off of the bed, being wide awake now.

“Hmm, it appears I’ll need to have a quick, umm, tidy around in here.” Seeing, smelling and even feeling how unkempt the room was, she didn’t mind having to clean up after all the fun they had, she might even clean some parts with her tongue if she’s in the mood.

“Ah can help if you wouldn’t mind. I did cause a good amount o’ this anyway.” Chuckling at the odd circumstances of the offer, Applejack seriously didn’t mind cleaning up too, Ah might even look forward to it!

“Sure, Darling!” They looked into each other’s corrupted eyes, smiling appreciatively for a good bit longer than was necessary, last night could have gotten them even closer than ever before… or maybe not, neither was sure. “I’ll show you where it is.”

Flitter was correct when he assumed that they had places to be, one had to return to their farm to do their daily chores and the other had a few dresses to finish up on, not that he knew that. And he had places to be too, I’ll return to Twilight, then she can tell me where to go next and which pony’ll be the next… umm… target? No, that doesn’t sound right.

No matter what the sluts-to-be were called, he tried his best to make sure that in the shower, the three were focused on cleaning themselves like when he’d slept with Rainbow Dash and Fluttershy. Granted, in the shower he did a bit of his own ‘cleaning’ with his tongue though from the needy cries for more he didn’t think his mares minded too much.

Currently walking through the large room at the entrance of the boutique, a pony and a changeling were saying their goodbyes to Applejack as she left to head home.

“Do come again sometime soon AJ?” Opening it for her they stood at the door as she departed.

“Don’t fret, ah’ll make sure ah do.” Tenderly approaching her the orange pony leaned forward, giving her a sweet, chaste kiss, before pulling away. Turning to face the changeling next to her she leaned in again, giving him a much more passionate and a much less romantic kiss, tongue being prominent throughout as they didn’t even think about how they only met yesterday. “And ah hope to see you soon too Master.”

“I feel the same way.” His relationship with his slaves weren’t what he’d call romantic, from the moment his eyes met with any of them they’d be immediately willing to be his broodmare, devoting their lives and bodies to him if he just asked. So maybe it was romantic, there was definitely some mutual love there so who knew?

Wordlessly they watched her sexy form slowly disappear into the distance, leaving only them two there in a comfortable silence. Breaking it, Rarity looked up at him, “Care to join me for some breakfast?” No seductive voice, no ulterior motives, just a sweet gesture from a smitten pony.

“Sure.” He’d need to head off sometime but he could say no to those eyes. “I don’t really need to eat though.”

Guiding him to her kitchen she wasn’t let down by the news. “Oh. Well don’t feel obliged to stay here if you don’t want to but I’d enjoy your company.”

“I’ve got plenty of time, it’s okay.” Twilight’s not going anywhere and nothing bad’ll come of just hanging out with her. Entering the kitchen, Rarity walked straight to the counters, magic grabbing a few things she needed for her own breakfast.

“If you want anything please be sure to tell me. I’d love to help.” Cracking a few eggs onto a pan she looked at him, not able to put a hoof in what exactly it was that made him so perfect but sure that he was.

“Thanks Rare’.” Wondering what he’d do after he left (other than going to Twilights), he sat at the kitchen table, curious as to who else lived in Ponyville. “Could you tell me about the other mares that live around here?”

Hesitating, wondering why he’d ask, she didn’t want to make him wait. “Umm… Well there’s many other mares. There’s me, Applejack, Rainbow Dash, Fluttershy, Pinkie Pie and, of course, Twilight Sparkle, the elements of harmony… Wait- Are you already aware of the elements?” Doing her best to not sound demeaning she didn’t expect him to have.

“Yes, I am.” It was one of the first things Twilight talked to him about, And now all six mares willingly submit to a lone changeling… except for one. Quickly brooding his thoughts went to the last mare. Pinkie Pie. She’s the mare I’ve seen a couple of times before that I met yesterday, the crazy one with the huge ass. I’m sure I’ll get to her soon, I know one part of me that wants to. “Could you… keep going?”

Stopping herself from thinking of how he knew of them, Rarity continued, for him. “Of course Master! There’s… hmm… there’s also Starlight Glimmer who lives with Twilight, Mrs. Cake that owns the village’s bakery, Cheerilee who works at the school,-“ Racking her mind, the white pony was doing her best to list off names for him while also making sure she didn’t ruin her food. “there’s Octavia Melody and Vinyl Scratch, there’s Lotus Blossom and Aloe Vera, there’s Derpy Hooves, Mayor Mare, Cream Heart, and Nurse Redheart as well as many more.” She could keep going but that was probably enough for now, if he wanted more all he had to do was ask.

But he was busy leaning his front legs on the table, trying to take in all the information that was thrown at him. I forgot that this IS a whole village, there’ll be so many mares here considering what the mare to stallion ratio is. Plus that isn’t even considering the ponies outside of it. Feeling a sudden rush of excitement go to his sheath he stopped thinking what he was thinking, only just having gotten his dick back down since the cleaning he gave them in the shower upstairs.

Cautiously, Rarity spoke up, her curiosity getting the better of her. “Ca- Umm… W-Why did you ask?” Internally she was begging that he wouldn’t be offended or even outraged at her question, it was unlikely but she couldn’t make him upset at her, anything else was preferable. But I can only really think of one reason…

Obviously he didn’t take any offence, not in the slightest, She deserves to know and she’ll want to help anyway. “What if I said I wanted to do what I did to you and Applejack to other mares? Do you dislike the idea?” Without having to look at her he knew her opinion on it, but looking at her regardless he saw her breathing heavily, staring into space trying to conceal how thrilling it sounded.

Imagine Master owning every mare in Ponyville! Just the thought made her body heat up and start to get wet. Needing to answer his question she responded, speaking just above a mumble. “No Master. A-Actually I think it sounds really-“

Stopping talking their ears perked up, catching something that halted the conversation entirely. Them listening closely, not saying a word, small hoofsteps were getting closer to them until they were right outside. Door to the kitchen swinging open, a high-pitched voice called out. “Hey sis’! I… Uhh… Sorry I got back so late last night. The crusaders and I were trying to see if anyponies needed any help with their cutie marks. No luck though.” Trotting in not noticing him sat at the table or noticing she was talking to him, a small white filly skipped through the doorway walking closer to her sister, seeming positive despite the apparent disappointing news she was talking about.

Turning around to see her, Rarity paused cooking her breakfast entirely, electing to chat instead. “Would you like to talk about it?”

The smaller of the two declined, it wasn’t that important. “Nah.” Her gesture was still appreciated though. “Thanks anyway.” Happy to see her sister something struck her as odd, Her eyes weren’t pink. What the heck? Too confused by it she never brought it up, talking to her older sister about other things.

Silently at the table the changeling watched their interaction eagerly, he understood how siblings worked but couldn’t help but be a little jealous at what he never had. Quickly putting that to the back of his mind and saving it for later he studied the new arrival, eyes scanning her small body. She looks great, like a smaller version of Rarity. Catching where his mind was wandering many thoughts rushed through his head, making him think deeply while still looking at her. She’s a filly. A part of him argued, only for his mind to recall something from the day before. But, if what Twilight taught me was correct, then she looks of age by pony standards. Guilt leaving him instantly he analysed her small body, checking out her curves and features while also noticing her resemblance to her sister. She’d be really tight! Feeling his body stir he tried to tune back into their conversation, doing his best to avoid getting a boner at the table twice now.

Looking at them, he saw Rarity was raising an eyebrow at her, questioning her though by the looks of it she already knew the answer. “Did you make sure to lock the door when you returned, Sweetie’?”

“UGH! Yes! You know I always do.” Groaning out, the filly secretly loved when her sister teased her. They hadn’t always been this close so she had to cherish these moments.

While ‘Sweetie’ was smiling at their antics, Rarity felt a little guilty, it’s not like she had checked if all the windows were shut when she led him to her bedroom yesterday. Suddenly having her mind brought back to him, she stopped her cooking entirely, turning so she could introduce her younger sibling to her… new friend.

“Oh Sweetiebelle, there’s somepony that I’d like you to meet.” He wasn’t a pony but ‘some creature’ would just sound weird. She had no clue how to go about any of this, all she knew was that she couldn’t just open the conversation with what their true relationship was.

“Hmm?” Confused, the filly checked the room, nearly immediately spotting the black bug at the table. Body tensing up at seeing a changeling in their home, her worries vanished not even seconds after, looking him in the eyes as he looked back. W-What in the heck? Unfamiliar feelings swept through her body, she didn’t have a clue what they were but she knew that they felt good. Really, really good! Head filling with strange thoughts her body reacted, blushing up a storm and sending signals down to her privates. And having no idea what was going on Sweetiebelle did the only thing she could think to do. “Gotta go!”

Sat at the table not having needed to move, Flitter had watched her eyes change seeing him, also watching her sprint out knowing what was happening to her. She’ll be fun. Noticing a glint on the smooth floor over by where she stood, he spotted a few stray drops that she must’ve leaked before she made her sudden exit. She’ll definitely be fun.

Strolling up to him curiously, Rarity wanted clarification on what just happened to her sister. “That was a spell just then, right? That changed her when she saw you, correct?” She’d noticed the eye change as well as how she… moistened upon having seen him.

Both still looking at the doorway she left through, he responded mundanely, like these things happened everyday (and for him they really were). “Yep. It’s the same one that made you and AJ submit to me when I first met you both.”

“Oh.” He expected the old Rarity would’ve reacted very differently, but with her staring into space again he knew she loved the idea of her dear sister joining her in submission, all the lust he sensed emanating from her was enough proof. Not a mind-reader, he could only imagine what in Equestria was going through her head right now.

No better than her sister, Rarity was dripping onto the floor too, but ignoring the demanding urge to bend over and beg her Master to take her with all the lust she was feeling, she only just got back over to the kitchen counter, trying to finish the breakfast she was making, feeling his eyes on her body as she did. “I know you like the idea of me claiming every mare in the village.” He wasn’t accusing, he was stating a fact, one that they both knew. “Then what about Sweetiebelle?”

Knowing what he was going to say before he even said it seemingly didn’t help, still giving him the first response that came to her aroused mind. “I-I’m sure she’d be delighted.” Rarity was dripping even more now onto her kitchen floor as she thought more about the possibility. Apparently Sweetiebelle wouldn’t be the only one that’d like it.

As time passed Rarity sat down and ate, her and Flitter talking about nothing in particular besides some random things. “Yes, I always thought Rainbow and Fluttershy had a thing for each other too.” Having learnt of how he had already taken Flutters’, Rainbow and Twilight, her plush stool had to absorb much more liquid than it was supposed to, Rarity having ground against it through most of their talk. She was pleased with how much her Master was getting already, and decided to make the fact known. “I’m ever so happy you’re getting your own herd Master, I can’t wait to see who will be next to join!”

“Herd?” Head tilting, he’d never heard the phrase, Unless Twi’ said it, I think she might’ve.

“Oh my you aren’t aware! I’m so sorry Master! A herd is what you call the polygamous relationship when multiple mares devote their life to one stallion, I’m very sorry, I thought you knew.”

Nodding as he understood, her changeling liked the sound of it, having his own herd full of mares that worshiped every inch of him. “You don’t need to apologise, do you know anything else about herds though?”

This was common knowledge for ponies so he would have found out about them sometime anyway but she could still help him now. “Well they’re very rare as not many stallions can keep up with having many mares. Though, from… experience, I’m sure that you’ll do splendidly Master!” Oh and there’s something else. “Also I do believe I’ve heard they can alternatively be called ‘harems’ though I much prefer the term ‘herd’.”

The outsider had learnt so much from her just this morning, showing his appreciation he stood, walked around the table and captured her lips one last time, the kiss starting off as just lips before the two introduced their tongues to each other’s mouths. Him pulling away, strings of saliva connected them, before he quickly kissed her lips again with no tongue. “Thank you for all that Rarity, but I’m going to go now. I’ve loved spending the morning with you.”

Making his way to the kitchen door, he heard her call to him as he left. “Thank you Master, darling. Please come back soon!”

He would. And making his way out her front door he headed back into the heart of Ponyville.

Walking through the dirt streets he was thinking, With how few stallions there are in Equestria, and some mares just choosing to be with other mares and not a stallion, how many of the ponies in this town are virgins? Or at least haven’t had their cherry popped?

Using the phrase Twilight taught him, it didn’t matter too much, they’d be willing to bend over and let him use them every second of every day either way, it wasn’t important what they’d done before meeting him.

With the topic of mares fresh on his mind he looked up, expecting to see mares everywhere like he’d seen the days before, all going about their day oblivious to his eyes on them. All he saw though were barren streets, not a single pony in sight in every direction. Where is everypony? Looking at their plain houses he saw every curtain was shut, and all he could hear was some steady gusts of wind gently blowing through the area. Why though? It’s like they’re…

Snapping his head down panicking, he saw a black hoof, not a yellow or purple or white pony one, but a black changeling one.

Shit. At that thought he started sprinting through the large streets, galloping as fast as he could, needing to get to Twilights and get inside as soon as he could. It never occurred to him to put on a disguise, his mind other places when he left the boutique. Of course the ponies are hiding, there’s just an unfamiliar changeling roaming around. I must be terrifying them! How did I not think to-

“Hey! It’s you!” Stopping dead in his tracks, the lack of noise was interrupted by a jolly pony in a building he’d already seen before, impossibly confused as to who in all of Equestria was calling out to him, it’s not like there was anypony else to call to.

It was the pink pony again. Pinkie Pie. Leaning on the door she was waving and smiling at him very enthusiastically, the last thing he expected to see. “…Hey.”

“Well don’t just stand there!” Moving down and opening the lower half of the door she stepped out, inviting him inside. “Dontcha wanna come in?”

It was a shock to say the least but he knew he had to get out of the eyes of other ponies, he was sure that the sight of a changeling was terrifying them and thought that it wasn’t the best first impression of him they could get. Fleeing to the peculiar building he rushed in, not needing to think twice.

Closing the door she acted as if he was any other pony that she just casually invited in, “D’ya wanna… sit down and chat?” She didn’t even seem cautious of him, it was very strange but at least it was better than having to run all the way to the Crystal Castle with his head down and his tail between his legs. Walking over to some tables in the large room he quickly looked around, the ‘house’ just seemed like a normal bakery inside (or what he assumed a normal bakery looked like). “I was going to throw you a big party tonight! You still want one?”

Sitting down with her he thought that, even if he’d never get used to her, he still might grow fond of her with time. But for now this was still confusing. “N-No it’s okay. So you’re Pinkie Pie?”

“Yep!” Popping the ‘p’, it was like every sentence she said was some sort of exclamation. “Ponyville’s resident party planner, at your- um… at your service!”

That’s the plan. The stutter seemed strange from a pony as bold as her but it wasn’t important. “Well I’m Flitter, it’s nice to meet you.” Though he doubted she’d be calling him that for long he gave her his name, he couldn’t just start with ‘Master’. “Rarity said something about your sisters coming over yesterday, are they still here?” His surprise visit here didn’t need to go to waste, if her sisters were as hot as her then running into Pinkie could’ve been better than he’d originally expected.

“Oh them? They’re upstairs, I’ve just got a little something in the oven for them. When that’s done I can introduce you to them… if you want.” This was working too perfectly, the spell didn’t seem to be having any effect on her like it did the others but maybe it was still doing something to her, she did seem fidgety.

“I’d love to get to know you all better, thanks.” His intentions were to get closer to mares -some parts more than others- but meeting more ponies would be fun if his experiences so far were any indication.

“Yeah! I know they’d love to meet you!” She definitely did, she couldn’t tell what it was but something about him was so… hot. Her body was heating up yet again, demanding she take care of her growing urges. When she’d looked outside to see why everything had gone so quiet out there she didn’t expect to see him again, But I couldn’t not invite him in! I’m sure… umm… he might’ve needed help with something or maybe he’d like a cupcake! Yeah! That’s why!/i]

Facing each other at the table, the only ones in the shop, the unlikely pair had been talking much more than they thought possible, one of them finding conversation starting between them much easier than he expected. “So if you don’t own this place, where do you live?”

“Oh I, uh, actually do live here, the owners gave me a place to stay ‘cause they’re… y’know… nice and all.” He actually found it quite easy being around her, only she was stuttering and zoning out more than he expected the hyper pony to, reminding him of when he and Fluttershy first sat in her living room, but the conversation was nice regardless. To her however, conversation with him was getting more difficult as time passed, having made sure he wouldn’t notice beforehand, she was grinding herself onto her stool under the table, the only thing keeping her from going insane. This- Ah! This is getting too difficult now!

Not understanding it, she thought about her experiences yesterday. After she’d seen him her body lit up, fire coursing through it, only she’d brushed it aside at the time, her friends and their… attractive guest didn’t need to know about her dribbling pussy, it’s not like it was happening to them too. Later, meeting up with her sisters at the train station, she’d had to walk the entire way actively using her bushy tail to cover up how needy she looked down there, blushing embarrassed as it all happened. Coming back here with them was the worst part though, the three had planned to stay for the night and a lusting Pinkie could barely keep a conversation with them, head flooding with ideas of what that changeling could do to her, they must’ve noticed something was up with her, or at least smelled something.

And in the present she was still going through the same problems, she had made it through yesterday by needing to go to the bathroom every half-an-hour to furiously masturbate to the thought of him and her. So this long conversation with him directly in front of her was driving her mad. Somewhere deep down Pinkie knew that she didn’t let him in for some trivial reason, but she wanted him in here, with her. She had no clue how to make these feelings go away aside from the obvious answer, If I can just get somewhere else then maybe I can stick a hoof down there and-

RIIIIIIIING! In a room behind the counter that must have been a kitchen, a timer set off, stopping after it alerted them.

Perfect! “I- umm- really need to take care of that so…” Standing up quickly she needed some privacy and fast. The plan was to go into the kitchen, take out the cupcakes in the oven, head to the bathroom, and fucking cum, hard. Him waiting in here while it all happened. It’s the perfect plan! Yes, yes, yes, yes, yes!

Looking up at her, seeing her extremely enthusiastic about heading to the kitchen, he stood up too. “You mind if I join?.”

No, no, no, no, no! He can’t! But it wasn’t like she could give him a good excuse as to why he couldn’t. “O-O-Oh, I… I mean- I-If you want to.” Every alarm bell was going off in her head. Seeing no other alternative she turned and walked to the counter, trying pointlessly to cover up her incredibly wet pussy. Part of her wanted to show him, let him see how wet she was for him, but she was still clinging to the small part that refused to let him just have her.

Standing up, the changeling knew exactly what was happening to her, having pieced it together very quickly after catching the strong and sweet smell that had permeated the room long ago and only gotten stronger from there. Under the table and hidden, his cock had grown, instantly becoming erect at the smell as well as knowing what he planned for the two to be doing soon. Constantly he thought about stopping her, revealing his throbbing erection and destroying her will in one final blow. But he was enjoying this too much. Seeing her try and contain her lust when she would inevitably submit in the end, and seeing her slowly break piece-by-piece to her own need fuelled his arousal greatly, his dick somehow throbbing harder as their foreplay progressed. I’m gonna love her in the herd! And I know she’ll love it too!

Following her closely, his head turned to spot what he already knew was there, and unsurprisingly he saw it. A stool, the same one she was sitting on, having mare-cum spread all over it, a lot of it dribbling down onto the floor too.

Turning forward again, he had unintentionally gotten closer to Pinkie when he turned to see her seat, so when he looked back his eyes could see little else other than the thick pink cheeks of the party pony that was trotting in front of him.

He didn’t really compare any mare’s ass with others but he couldn’t help himself with Pinkies, it was easily the biggest he’d ever seen. With every step the plump cheeks bounced in front of him, them having no rigidity and being two massive pillows he’d love to stick his face in between. Every tiny movement of her body seemed to make them jiggle more, and his willingness to hold back was dwindling away.

In between the doughy masses of her fat asscheeks was her tail, planted there adorably to try and hide her begging marehood. It was successfully covering most of her sensitive parts, though that didn’t make the view any less erotic for him. Another thing he was loving watching from where he was was her tits, both huge udders dangled below where her pussy was, huge mounds making her large, rock-hard nipples seem tiny in comparison.

The short trip soon ending, both made it to the kitchen, Pinkie Pie rushing to grab something to get the tray out of the oven. It was possible she was worrying about the cakes burning, it was also possible she felt she needed to get distance from him. Turning off the oven she used some small device in her mouth to grab the tray, placing the perfect cupcakes on one of the many countertops.

Idly at the doorway he watched her work her magic, not having any clue as to how baking worked himself. Moving closer when she finished he thought that it was about damn time he got the party started. Instead of going to her directly he had a better plan in mind. Let’s see how she responds to this! In front of him was another countertop, this one not being up against a wall and not having anything else on it, quietly as Pinkie thought about what icing to put on the buns he half-climbed onto it, his front legs standing on it as his back ones were on the floor.

THUD! With one quick levitation spell the fully erect changeling dropped his heavy, cum-filled balls onto the counter, them slamming down on it as his ungodly cock remained solid above them, it twitching as his blood pulsed rhythmically through his member.

He was displaying himself to her, showing her every part of what he knew she wanted to see. The teasing had gone on long enough, they both needed something from each other and he’d make sure they both got it.

As her head whipped around at the sudden commotion, the last thing she expected to see yet what was at the front of her mind was literally laid out in front of her. Unwillingly her body moved her closer, eyes scanning every part of the hypnotising as she licked her lips. “…You really know how to… Ngh!… party.” Joking to him as he grinned down on her entranced and moaning self, her eyes never left it, finally she was getting what her horny brain required only she had no clue what to do now it was right in front of her.

Gently thrusting into nothing, he spoke to her in her spell-bound position. “You want it Pinkie, don’t you?” It was worth waiting for this, seeing them submit would always be one of his favourite parts of this new life, that wouldn’t ever change.

Mouth agape she nodded silently, not taking her eyes off it and not wanting to. Her head was empty, not thinking anything, only reminding her of how much she wants this… and him. She’d grown up in a mare-dominant household with only one stallion around, that being her father. But despite what her friends thought Pinkie Pie was also one of the majority of mares, still having her virginity and never having seen a real cock before.

Like so many mares she had a toy or two but they were nothing compared to the real thing.

Within centimetres of it she could feel it’s warmth on her fur, she’d gone beyond the point of no return long ago, and with most of her body on the counter she felt so close to it, wanting to get closer.

“Then come and get it, slut!” Poking it against her lips and giving her a good whiff of his changeling musk, he grinned as she finally gave in, eagerly opening her mouth and shoving her head onto his rod, lips wrapping around it while she let it make it’s way down her throat.

Yes! Finally! Mind and body stopping from even trying to hold back, her head moved further down his meaty cock, sucking more in loudly as she didn’t slow. After only seconds more he was the deepest he could be in her, pink snout pressed against him. Sweet Celestia! Without anything touching her drowning pussy, the strongest orgasm she’d ever felt erupted from her, and with her eyes rolling back in bliss she squirted out her juice, it spread out over the counter she was crouching on.

Holy fuck. He had no clue as to how she deepthroated him on the first try despite seeming like a complete virgin, but didn’t care. Feeling her moan through her orgasm, seeing her look up at him with his dick still buried in her, he had no regrets. The other sluts would love seeing her like this!

At first, she was attracted to him, wanting to get closer to him, but now it was so much more than that, she was his in every possible way now and like five others she would do anything to please him. Pulling back to his ring she moved back down instantly, revelling every moment of his cock easing in and out of her warm, wet insides.

Picking up speed, his newest pet pumped back and forth, a spike of pleasure shooting through her and down to her rump every time she fit his whole dick in her. She wanted more than anything to be able to do to him what he did to her, no matter what it took, whether it was sucking his slimy dick and swallowing everything he shot into her or bending over and taking it like a good little cum-slut until he came, stuffing his seed in her belly, she’d do it in a heartbeat for him.

Her neck was bulging as she sucked him off and Flitter couldn’t help but want to cum too watching it. Using his horn, green magic grabbed her head, controlling it as his hips pulled back. Seeing her look up at him confused, he gave no answer to her obvious question, instead slamming his dick into her while he pulled her head closer, the pair colliding violently as he pulled out yet again and slammed down just as hard. Yes! Use my throat! Fuck it more!Over and over it happened, both not wanting to be anywhere else as his climax was drawing near.

“Ah! Fuck, Pinkie! You better not let a drop of this go to waste!” With one final thrust he smashed her head into his hips, letting out loads into her stomach as his front legs grabbed her head, keeping her there taking it all.

Feeling her belly get filled with him, her tits get smushed, and not being allowed to move away, being forced to ingest every bit of his thick spunk, Pinkie was loving everything about this. If submitting to him was this good she would’ve let him cum in her at Raritys. It didn’t help that a second orgasm hit her just as hard as the first, spraying again all over the formerly clean kitchen counter.

As he released her she jumped back, getting lungs full of air back into her lungs and looking up at him in joy. “Th… Thank you so… much!” Between pants she thanked him, having loved it, but she wanted a bit more, and with his dick still solid in front of her she knew he wanted more too. Anything to please him. Full of energy as well as lust, Pinkie hopped off the counter, having the perfect way to please him. “Could you please… umm… sit down there. You’ve done so much for me, I need to help you now.”

Climbing down he smiled at her newfound need to please him, looking down at where her hood pointed, it was a spot on the floor, directly in front of the counter he’d just fucked her throat on. Walking to her, his hoof lifted her chin so she stared into his eyes, “Fine, but on one condition.”

“What? I’ll do anything!” She was seconds away from begging, every part of her needed to please him, down to the last fur on her ass.

“Be my slave. I’ll be your Master forever, with you always loyal to me and my fat, pony-breaking cock!” Pinkie nearly orgasmed at the words coming out of her ~~lover’s~~ Master’s mouth. Lips crashing into his, she gave him her answer, kissing him as she tried sticking her tongue in. But he beat her to it, his own wet, lengthy tongue barreling in past hers, exploring her mouth and attacking her smaller tongue, the orgasmic sensation rising up to her loins again, edging her, leaving her painfully close to cumming again.

Pulling it out he smirked at the newest addition to his herd, her saliva tasting sweet in his mouth as he sauntered over to where she asked him to go. This could only end well for the both of them.

Dropping his ass onto the floor, he leaned back on the counter, hips pushed forward as his dick stood, craving her as he did. “What now then, slut?” Not knowing what she was going to do was strange, but considering how she just took his cock down her he knew she’d want to please him.

Smiling at how generous her Master could be, Pinkie stood in front of him, elated he’d let her do this for him. She knew he liked her ass, so decided the changeling that owned her deserved it. Turning her whole body around and lifting her tail, she stuck her ass out towards him, showing everything and loving it. “Here you go Master! You like my big booty, dontcha?“

After so much waiting, her pink pussy was now in front of him, both that and her ponut nestled in the middle of her fat cheeks. Hitting the floor, drops of her arousal kept pouring out of her, the sweet smell making him lick his lips in anticipation.

Facing away from him ogling her, she giggled. “All that cake goes to this cake!” Shaking her ass for him, the ginormous cheeks flew in the air, clapping as her asscheeks struck each other, it wasn’t just curvy but had sheer size too, his dick was still pulsing, hard. “I’m glad ya love it so much! I thought it was a bit too big.”

Mumbling that last part, he couldn’t let the adorable pony stay saddened. “Let me show you how much I love it then!” Understanding his message, she bit her lip suddenly excited, any sadness gone in a second. Backing up into him, pink cheeks felt his head in them, him enjoying himself as he stuck his head deeper into her body, her bootycheeks having enveloped his whole face as he breathed in her own sweaty musk, loving it.

Maybe I could invite the others around sometime for a special kind of party! Knowing her friends would enjoy this kind of ‘party’ as much as her, she felt him on her backside. His muzzle was pushed into her ponut, him taking deep breaths in through his nose loving her scent. Below that however his mouth was right in front of her puffy pussy, feeling the warmth and moisture on him.

I could spend all day here! The smell of her ass was intoxicating, addictive. Wanting more his hooves each placed themselves on a cheek, pulling him further into into her as his tongue slipped out of his mouth, poking her entrance.

“Ah! Master!” His tongue was entering her cunt, Pinkie’s pleasure already at an all-time-high as she felt him huffing her asshole at the same time. Breaching her wet hole, sweetness was forced onto his taste buds, her pussy juices likely the tastiest thing he’d ever had the pleasure of having. “Mmm! Yes!” Squishing his head between her and the thing his back was up against, his slut was pushing back into him, moaning loudly as his tongue pushed even further in.

Mouth wide open, his tongue was the deepest it could go. Toying with her pleasure, it wriggled around inside her, another climax unexpectedly hitting Pinkie like a train. Tongue hanging out her mouth, gibberish came out, struggling to think straight with him still licking the entrance to her womb.

Despite neither wanting it, the mare moved forward, begrudgingly stopping her ass from being pressed against her Master’s face. That was amazing though!

Slowly slithering his tongue out, Flitter was tempted to shove it deep into her ponut too, wanting to taste her anus with it right there in front of him. But one last problem needed to be taken care of… “Hey Pinkie?” Turning to her Master awaiting his next command, his whore’s eyes were instantly drawn to the huge dick that was hard for her. “You said you wanted to please me?” Nodding to it, he looked her in the eyes as they briefly met. “You know what I want.” Leaning back again and resting his front legs at his sides, Flitter didn’t even have to do anything else, his loyal pet would take care of this for him, not because she had to, but because she REALLY wanted to.

Yes. Yes! YES! “Yes Master!” Not wasting any time she pointed her wide hips at him again, angling herself over the changeling’s black cock. Nothing would please her more than knowing the one who owned her had been the one to take her virginity too. “Please enjoy my virgin pussy, Master!”

Lining herself up, Pinkie felt the heat of his cock on her marehood, before letting her pussy coax it into her entrance, only the tip going in for now. With just that he was already stretching her a bit, but she wasn’t leaving it there, she yearned for more and knew he did too.

Letting gravity take her, the Pie’s body dropped down in a single movement, instantly letting her Master destroy her hymen and bury his entire cock in her, it easily reaching the deepest parts of the pink pony’s body, his head not only hitting her womb but ramming into it, stretching even more of her out. “AAAAAAHHH!” Screaming out, her head flew back, feeling his dick fill up her hole entirely as her wet insides tried pulling him in further.

Loving how the baker’s buns bounced off of the ground on collision, shaking in place as her body aimed to please his insatiable appetite, the changeling pushed his hands into her cheeks as she recovered from the drop, both hooves sinking into them as he tried to push her back up.

Rising up, body shaking as some of him was dragging against her insides some more, Pinkie Pie reached the top of her climb, before she dropped her fat ass down yet again. No words able to come out from the gibberish that left her mouth, her mind being too deep in the pleasure.

Fuck yes! With every rise of her body it was slammed back down, her body being filled entirely over and over by her Master as they kept repeating the same movements, not needing anything else as her cheeks smacked onto the floor loudly.

Smack! Smack! Smack! Sounding out constantly, the clap of Pinkie’s ass was so loud, the squeezable cushions flying around wildly before hitting his hips thrusting up into her. AH! YES! IMPALE ME MORE WITH YOUR FAT FUCKSTICK! PUT SOME BUNS IN MY OVEN! PLEASE MASTER!”

A black hoof smacking her cheek, making her cum again, the lewdness had gotten to him too, his climax was approaching him quicker than usual and being used as her seat before only helped with that. As their bodies mercilessly collided, he leant forward, wrapping his arms around her belly and pulling her back into him as his dick began unloading itself, the mare not being able to escape and not wanting to as her Master’s creamy, creamy frosting flooded her womb, her only wish was that he’d really knocked her up, letting her Master have her as a broodmare as well as a slut.

Limp in the air, she writhed, squirting onto the floor and onto his dick as his cum flooded out, it dribbling out of her pink pussy and down the sides of his shaft. “Y-Yes… Yes Master!” Weakly, she kept worshiping him, loving her Master and his magnificent dick more than all the cakes and parties in the world. Leaning forward, her body splatted onto the floor bringing him onto his back knees still inside of her, the mare landing in some of her cum, Master sure stretched me out!

Slipping out of the creampied pony and watching as his cum followed it, he rest his semi-flaccid cock on her cheeks, getting even more cum on her already dirty fur. “Pinkie?”

Breathing having slowed down to a reasonable pace, the Pie immediately answered his call. “Ye… Yes Master?”

“You know how you love being my good little slut?”

Yes. I love being Master’s slut.. Repeating what was in her head, it wasn’t like she had anything to hide from him. “Y-Yes Master, I love being your slut.”

“Well how sexy are your sisters?” Gasping under him, enjoying the idea, Pinkie’s mind conjured up an image of it happening, them being in the same bliss under him as they all licked the leftover cum off of their shared Master’s huge cock.

“You’re gonna love them Master, and I know for a fact that they’ll… love you back.” The mare was sure of it, the ecstasy she felt as his cum kept pouring out only affecting her judgment a little.

Smiling and seeing he was fully erect again, Flitter looked forward to it. And he wasn’t alone, the mare under him also anticipating the… family bonding that was to come.

Author's Note

In the sex scene right at the start I was really close to having AJ eat his ass, would you guys have been up for that?

I was going to make Pinkie and her sisters one whole chapter but I’ve decided to split it into two instead. More time to spend with them that way.

I’ve given up on trying to focus on getting a new chapter or fic out under every two weeks, I still probably will but I won’t make myself write if I don’t want to anymore. The updates to this story might slow down a bit from now on, or maybe even not, but they probably will.