Cold Wars and Fiery Passions

by Steel Quill

Rating: mature
Tags: Pharynx, Slice of Life, Alternate Universe, Anthro, Romance, Porn, My Little Pony: Friendship is Magic, Octavia, Fetish, Sex
Length: 10163

A Changeling and a Musician cross paths. The sparks that fly brings a flame to both of their hearts.

In this world, where wars are fought in quiet and with victories celebrated in the softest of tones, the strokes of a musician's cello can break through frigid walls and political barriers to unite any sparring parties under the banner of music. Octavia Melody's talent is known far and wide, and even in the Changeling Colonies, there is a respect for her and her orchestra. Invited by the Queen herself to perform, Octavia is in the eyes of the world, but most especially in the eyes of Pharynx, one of Chrysalis' most elite soldiers. Attending the event as her protection and escort, he and Octavia lock eyes during the performance. Sparks fly between them. Can they unite in a world that would leave them both in the cold?

Tags/Kinks: MxF, Anthro, Cold War setting, Espionage themes, Big on both sides, Amazonian, Beefcake, Big tits, Huge ass, Huge dick, Seduction, Rough sex, oral/cunnilingus, deepthroat, excessive cum, cowgirl, creampies, romance, happy ending.

Story commissioned by Magic Man! Artwork by Gunya!

Published 2023-01-12 19:10:03 UTC
Last updated 2023-01-12 19:10:03 UTC

Cold Wars and Fiery Passions

The world of Equestria was an odd place at times.

Now, your definition of odd might differ from the typical day-to-day civilian living anywhere in the world. When you have a living space occupied by beings who can manipulate the sun and moon, change the weather, conjure magic into form and shape and will, even alter the very fabric of reality? Odd becomes quite difficult to pinpoint precisely. Odd might be an odd choice of fashion outside of what suits your climate. It could be taking a very abnormal route on your way to work that, while stimulating in being different, it leaves you feeling you were quite different that day. Odd could even be a choice of water versus soda, a miniscule domino that could eventually lead to the tipping of a much bigger domino if you tapped them in just the right way.

The particular domino of this little story first got knocked over by a domino that was assigned to the Royal Wedding of Shining Armor and Princess Cadance.

By now, everyone knew the tale all too well. A rogue changeling, either driven by jealousy, maniacal aspirations, or darker mentalities - really depending on the tabloid you picked up - tried to kidnap Princess Cadance to substitute themselves as Shining Armor’s would-be bride. This attempt was thwarted, but as the newly crowned Prince and Princess oversaw the restoration of their kingdom in the Crystal Empire, the slight was never forgotten. Both sought to get revenge for the harm rendered unto them.

Enter Chrysalis, Queen of the Changeling Nation and de facto leader of the Changeling people.

Through a series of meetings, discussions, letters, and inquiries, Queen Chrysalis demonstrated to the public’s begrudging satisfaction that it was in no way an action taken on behalf of her nation, nor by her given instruction either. Of course, cold evidence does little to ease hot tempers, but a singular edict issued by Princess Celestia made it iron clear that neither the Crystal Empire nor the Changeling Nation would take aggressive, open action against the other, lest they invoke her forced hand to end the aggression herself. And left in such a state, both nations underwent a much more quiet, much more out of sight war.

It is in the midst of this Quiet War that we find our story taking place, starting from the viewing seat of Queen Chrysalis herself, and the head of hive security, Pharynx.

The orchestral music that was echoing around and surrounding Pharynx’s senses was quite the change from the usual musical tones he heard in his native lands. The addition of an orchestra hall to the city was an unusual investment in his eyes, yet it was not his place to question the machinations of his Queen and her attending to her subjects. If anything, it did seem to give some good morale amidst the populace, granting the drones and laborers something else to buzz about in their workplaces and on the city streets. In fact, in the past few years, it seems that Chrysalis’ designs have made Hive Central more and more like the cities beyond their borders, to the point of extravagance.

‘And so we should. After all, if the pony tribes are simple enough to believe we have not nearly the creativity to match them, we’re happy to prove them wrong.’ He thought to himself. ‘They fare better on that front than the military, at least.’

His eyes fell towards the stage again after blankly scanning the crowd, going from pony to pony in the orchestra and recalling details of each face should he need to find any of them in particular. The invitation of good will from Chrysalis by inviting Equestria’s famous Royal Orchestra to perform so far from home was strange at first, but everyone present seemed to be having a good time. The symphony was a two hours long event, and every seat was packed in. There were even a few other faces in the crowd beyond just pony and changeling, which Pharynx had taken care to notice.

“Now, Pharynx, what did I tell you about doing the job too hard and too long?”

Queen Chrysalis’ smooth and soft tone made the soldier straighten in his seat. “That such euphemisms were better kept in private, your majesty?”

The chitter of laughter from his leader did little to ease him. “Indeed. But moreover, you must also take time to relax and enjoy this show. No assassins lurk in these corridors. I doubt they could get within ten feet of your protection.”

“Maybe so. But the moment one let’s their guard down is the moment they allow someone or something to slip by. And while these times have been peaceful these past couple of months, I still cannot abide gaps in security.” He replied.

“I doubt there are any gaps your own broad self could not cover with one arm.”

Her remark was not unwarranted. Pharynx, as one of the elite Changelings that made up Chrysalis’ personal council and protectors, was a fine specimen of a soldier. Broad shouldered and tall, he cut an intimidating figure compared to the rest of his fellow comrades. His red mane was trimmed to keep it orderly, keeping his usually stern expression in view. The violet eyes he had were the same solid coloring that of his countrymen, yet could bear a harsh look if caught in the wrong mood. A singular horn jutted out from his forehead, polished and seeming deceptively sharp.

The real threat that he bore seemed to be in his body strength. Even beneath the formal military attire he had worn to the event, with several of his medals pinned to one breast, the clothing could only hide so much of his bulk. He was a moving brick wall, and could deal with several of his fellow men without breaking a sweat. Nothing but chiseled muscle could’ve been found beneath the clothing, a pinnacle of Changeling fortitude and might.

His eyes cast about the stage again until they fell upon one figure at the forefront of the orchestra, taking up as much a spotlight as the conductor was for the rest of the gathered performers. It was the third time he had stopped to watch her, this musician, and he was finding it…unexpected. Pharynx’s opinion of ponykind was that most were too soft hearted, too unwilling to fight the good fight. Many would say their only besting point was the power of magic on their side, evidenced in the likes of the Elements of Harmony and other beings such as the royals. But what good was magic contained in such frail, unimposing forms?

But then…there was her.

“Some would require more than one arm, your majesty.”

“Like the woman you keep making eye contact with?”

He didn’t chance a look at his superior’s likely smug expression. The soldier’s eyes stayed looking to the cello player’s spot as she craned her head up while her arms held her instrument, maneuvering her bow with an ease that was matched by the elegant sound that came from her. Her eyes opened from focusing and her stare wandered about before finding him again, locking eyes with him.

She smiled. He felt something in him twitch, right in his gut, before she looked away to continue playing effortlessly.

“It would be poor showing if our guests were in harm’s way also.” He let out finally. “An offense against them is an offense against ourselves.”

“The mare’s name is Octavia, if you were curious.”

Of course he knew her name. He had done his research on the orchestra and knew exactly who filled what seat in each line, who practiced what instrument the most, even who could be replaced if it was necessary. But of them all, the most impressive was Octavia Melody, lead Cellist and the face of the orchestra. Despite being before so many eyes of so many gathered Changelings, she didn’t seem to break a sweat. Of all the ponies he had seen and met, she defied all expectations and even his beliefs of pony-kind.

She was tall, not quite so much as him but enough to be noticeable in a crowd. Her elegant mane was cut long, reaching the small of her back and serving as almost a curtain over her form. Unlike mares who left Pharynx unimpressed, Octavia bore a figure that spoke both of feminine beauty and raw strength. It was a blend of both healthy muscle and curves that could stop a man in the street; her defined biceps would occasionally flex when adjusting her cello, a motion the common Changeling would find difficult but she did with ease.

The elegant black dress she wore, coupled with a white scarf that complimented her attire, displayed a womanly figure that a lesser man would fall apart in front of. A healthy bosom adorned her chest, the heft evident in how the fabric of her dress hugged against her. It came further down to a firm middle, not paper-thin but instead the supple presentation of healthiness. From there, she seemed to balloon out, with wide hips and a rear that nearly made the soldier do a double take the first time he saw it. It was as defining a feature as her cello, yet as built as she was, she carried herself with a grace above the common civilian.

She was breathtaking. And Pharynx couldn’t help but be baffled as to how or why she was such an enigma to him.

The music stopping and the sudden burst of rousing applause brought him out of his thoughts, automatically joining them as a courtesy for the performance. Several Changelings had even brought in flowers from an outside vendor to toss onto the stage, many falling to Octavia’s feet and amusing her. A motion upon his hand got Pharynx to look down and see a silver-colored rose, plucked of thorns, resting there.

“Her ability is as breathtaking as the morning sun over the hills to the east. Wouldn’t you agree, Pharynx?” Chrysalis questioned, a knowing smile on her features.

The unspoken question in the handing off of the flower was answered by him standing and moving to the edge of their seats, and with a practiced aim, throwing the rose directly towards the musician who was waving at the crowd. The flicker of silver in the light caught her eye, and she captured the rose with ease, evoking further applause as some recognized the personal flower of Her Majesty’s garden in her hand.

Octavia looked up to him, and he stared back into her eyes before giving a slow nod. She smiled back, and nodded in kind.

“It would be courteous to go and express our thanks to Miss Octavia and her orchestra for their efforts and performance. And to represent yourself, if you wish, your majesty.” Pharynx said as he made to move for the door.

“Pharynx?”

Chrysalis’ voice made him stop mid-walk and pivot in place to face her. The Queen spared him a look over her shoulder, the smile on her expression one that he couldn’t fully read. Were she upset at some slight, it wouldn’t reach her eyes like it was doing now.

“Her orchestra was given a common waiting room for their breaks. Miss Octavia was granted a separate room, particularly 122. You will likely find her there instead.”

“Of course. Thank you, your majesty.” Pharynx said before quickly departing the room. Chrysalis granted him a second to depart before calling on her magic and activating a nearby private intercom. “Karthax?”

A gruff voice replied back almost immediately. “At your service, ma’am.”

“Please inform Thorax that he is to take over from Pharynx’s duties for security for the rest of the evening. Pharynx is on another path presently.”

“Should we send any backup to Pharynx’s position?”

Chrysalis smiled. “I believe he will have his hands full, but is well within his limits. Carry on.” She clicked off the intercom and snorted. “And if I see him back at his work desk in the morning, I’m almost certain he’s gay.”

The walk down to room 122 was quick, as Pharynx was never one to take his time when on an assigned mission. However, this was something outside of his usual wheelhouse. If anything, he was not the most pleasant individual to be around. Admittedly, he knew some found his outside personality to be rather cold or like stone. He couldn’t help himself there too much; the job of protecting Her Majesty was his foremost duty, and representing her to the public was a part of protecting her image.

…so why did approaching Octavia’s room feel so intimidating, more than facing combat situations?

He closed his eyes and sighed before straightening up and focusing his attention on the matter at hand. Regardless of his confusing feelings, his duty came first. He brought his hand up and rapped on the door for three knocks before speaking up.

“Madame Octavia Melody?” He called.

“Yes? Who is it?” Her voice came back, muffled by the wooden doorway.

“My name is Pharynx. I am here on behalf of Her Majesty, Queen Chrysalis.” He answered. “Your performance was very impressive to Her Highness, and she wanted to commend you and your orchestra.”

There was a pause for a moment, and Pharynx briefly wondered if he had somehow said something offensive. But the door then opened, revealing the earth pony herself before him. This close up, her lovely appearance was all the more evident, making Pharynx nearly take a step back on instinct. Yet she bore no weapons or gave off any sort of threatening presence. So the Changeling simply held her gaze as she stood there, arms folded over her ample chest.

“And you, Mister Pharynx? Your opinion?”

“Er.” He was caught off guard by the question, but she waited for him. “Well. It was unlike anything I hear regularly. I did not know that you ponies had this sort of musical talent in you; the reviews did little to prepare me for the real thing here and now.” He explained. “But it was…I was impressed. How did you manage to learn such complex music and yet play it so effortlessly?”

Octavia smiled and lowered her arms, waving a hand at the off-hand compliment. “Many years of practice hides the difficulty. Please, come inside. I was just putting some things away.”

The mare stepped inside and allowed the Changeling to follow after. With it being a room reserved for high profile guests, it was a little lavish in terms of decoration. Comfortable looking furniture lined one corner of the room, with the floor being covered by a carpet that was imported from beyond Changeling lands. The chandelier that lit most of the room was dotted with unique crystalline lights that were made locally, offering plenty of illumination. The walls and ceiling were all wood, a soft colored oak that grew in the forests near the Hive.

What got Pharynx’s attention immediately was seeing her approach her Cello, and lifting the instrument with great ease before bringing it to it’s case. “Um. Forgive me, do you require any help?”

“Oh, with this?” Octavia paused and turned, holding the instrument still in an over the shoulder grip that let it rest against her back. “Don’t worry. This is hardly a trouble.” Pharynx was left to observe as Octavia’s muscles barely twitched before she settled it into its case, locking the instrument shut inside. “My previous one was a little more heavy, but instead of burdening others, I make it my own to carry.”

‘By the Queen’s gossamer wings.’

“This is the first time your orchestra has played for Her Majesty, isn’t it?”

“It is. The invitation was unexpected. But given the nature of our worlds, we felt that at least in music, there could exist some degree of harmony.” Octavia replied when she turned back around to face him. “I know that for some, our presence here may feel alien, or even invasive. But I like to keep a positive outlook on venturing into the unknown.”

“Oh? How so?”

Octavia took a couple steps forward to close the distance between herself and Pharynx. The smile on her lips was emphasized by the light touch of red lipstick she had applied for the evening, full and inviting.

“Well, I never would expect myself to be in the same room as such a commanding officer like yourself. But here I am, and here you are. If music can serve as an introductory course for developing a positive bond between different cultures, what other ways could there be to explore?”

Pharynx swallowed quietly and nodded. “There’s fair logic to what you suggest. Our cultures may be very different, our people as well. But being different is no excuse to be forced into standing apart when we can come together instead. Your kind are very intriguing to us Changelings.”

Octavia tilted her head a little to the left and tucked a lock of dark hair behind her ear. “What intrigues you the most about us?”

“...the politics between our peoples may sometimes seem…forceful, or cold. Yet you bear such warm natures towards others, other races and peoples. To us, such a welcoming culture would be a blessing. And yet we are made out almost to be dangerous on appearance alone. We lack the softer presentation your fellow kin enjoy so easily. But even despite being surrounded by such a race like us, you do not falter in providing such wonderful music. This constant contradiction is confusing for me.”

“I find music to be one of the best bridges between worlds apart like ours, Pharynx. Where words may fail and politics might raise swords, it is in music that we can find a common ground. Are you familiar with Master Curlhoof’s works?”

“I am not ashamed to say I own a few of his pieces on records. I play them at home sometimes to fill in the quiet.”

“Tsk. An empty household hardly suits you.” Octavia said. “But I approve of you enjoying Curlhoof.”

“Perhaps I should invite you to visit, to see more of Changeling society and to discuss music more?” The offer slipped out from Pharynx’s lips before he could really grasp it, and mentally slapped himself for fear of sounding almost eager. “You’re the first mare to actually regard me as an equal and not just a soldier. I would hate to lose the opportunity.”

“I would be delighted to. I am, after all, your guest. My fellow orchestra members can handle themselves. They spoke of either staying at the hotel or visiting one of the few bars close by. I would go with them, but I see them so often that I’d feel better trying something new. So perhaps a visit is in order? How shall I find you?”

Pharynx stood up straight, his chest sticking out a little as he adopted a firm look. “That won’t be necessary. I will escort you personally to my home. As your host, of course.”

She smiled. By the heavens above, it was a temptation in physical form right before him. All wrapped up in the body of a woman who could be both warrior and lover in the same stroke.

“By your leave then, Commander.”

Pharynx’s home was not the most lavish of places. He was a military man, and believed in a prim and proper home. Even with the cleaning staff who helped maintain his place helping, he still took initiative himself to keep everything looking presentable. With his unique guest accompanying him, for once he was glad he was so fixated in his ways. Seeing the statuesque mare walk slowly about his den with wide eyes and a look of fascination made his pride swell, though it wouldn’t quite match to the sight of the mare’s rump before him when she bent over at one point to inspect his desk.

“My goodness, Pharynx. I wasn’t sure what to expect when I came here.” She breathed out as she rightened herself to look at him. “The soldiers back home, in Equestria; they hardly keep such a good home.”

“Thank you. We are trained in our ranks to understand that a man’s home is a reflection of himself. I would hate to tarnish the look of my people before such a delightful guest.”

Octavia ran a finger along the edge of his oak wooden desk, holding it up to her face before looking at him coyly. “Clean as a whistle, it would seem.” Her eyes looked about the room, observing the bookshelves lining one wall before passing over a scenic painting of what Pharynx knew to be the western coast of Equestria. Just because they were not on the best terms politically didn’t mean the Changeling couldn’t appreciate things like the ocean or other such sights.

And speaking of views, it was proving all the more difficult to not admire the mare before him as she came up to stand before him. The small ride taken to return to his place had been filled with dialogue aplenty of not just politics, but ideas of culture both thought of the other and wanted to know more about. Her healthy curiosity and interest was pleasant, and in kind, she did explain many unique aspects of Equestrian culture to him as well. Some could be used in the field, admittedly, but the conversations were no less pleasant. Her close proximity also granted a silent delight in the perfumed fragrance she wore, a scent that was foreign but made him yearn for more. To yearn for her.

“You flatter me, miss Melody. I’m sure a mare of your stature has seen many a sight we Changelings could only dream about.”

“Call me Octavia, I’m hardly a miss yet.” She teased before resting a hand on his arm. “I’ve seen many sights, yes. But I’m curious: if you enjoy music like mine so much as you say, do you also perhaps dance as well?”

“Of course we can dance. I even keep a few of your orchestra’s pieces for such a thing. Or would you prefer somepony else’s works instead of what you might know with your eyes closed?” He asked.

“I’m more one for performing the music than dancing to my own tune. Surprise me; let’s see just what’s in the repertoire of a decorated Changeling officer.”

The challenge placed before him, Pharynx left her alone to view the small record collection he kept on his bookshelf. Some of these songs were ones he did work to, to fill in the quiet of an otherwise empty den. Letting his fingers wander over the various choices, he settled on Gershwinny and soon had ample music playing in the room to fill the air. Seeing Octavia’s smile of approval, he only offered a bow of his head before extending a hand out to invite her to dance.

It started out easy, their dancing, as both seemed to be trying to see how best to fit with the other. Pharynx was surprised to see Octavia mesh so well with his leading the dance, and despite his bulk, she had little difficulty in enjoying herself with him. She would occasionally spin at a gesture by his hand, only to draw herself in closer and press herself against him. It privately delighted the Changeling to see her so entertained, and in truth, he was as well. As the record would shift to a smoother, sensual tone, he relished her closeness as they stayed focused on each other’s eyes.

Pharynx’s hands nearly shook with want as they rested just above Octavia’s generous hips. The temptation of this woman was becoming too much to bear. How long had it been since the last time he’d taken a woman to bed? One that didn’t nearly break or cry out from his aggressive wants? Too long. Far too long. The smell of her perfume was rich as he rested his snout against the top of her head, nuzzling into her mane as she held him close in kind. Smell was always one of the stronger senses for Changelings, and she smelled like liquid temptation to him. He wanted to devour her.

She shifted, and he stared unabashedly down at the musician as she stared back up at him. He could feel as much as sense the desire coming from her. His Changeling nature did not just help to detect emotions, but to synergize with them. It helped a great deal in reading an individual’s emotions for getting information out of them, but when it came to mating, it was an especially personal thing. “Octavia. I’m afraid I must be sincere with you.”

“How so, dear Pharynx?”

“A simple dance like this will not do. Not for what I may want from you.” He dared to let his hand slide to her thigh, a light grasp of her sizable curves making his excitement teeter ever more.

“And what might you want from me, Pharynx? You’re a man who speaks his mind. I’m not a scared little girl.”

“Little is no word to ever apply to a beauty like yourself. And what I want…is you.” The growl in his tone brought color to the mare’s cheeks, yet she didn’t move away in the slightest. She pressed herself closer, her sizable chest against his middle and separated by mere centimeters of clothing.

“Then what are you waiting for?” She whispered.

With the proverbial gauntlet thrown to him, Pharynx threw caution to the wind and pressed his lips to hers in a hungering kiss that a lesser mare would’ve been thrown off by. The taste of her was foreign to his lips, sweet like a strawberry and yet utterly tantalizing despite being that of a pony’s. No Changeling who had tried to court him was like it, others being almost bitter by comparison. Her hands took hold of his forearms, fingers sliding along the taut muscle there while his hands roamed over her backside before one decided to clasp onto her wide rump, fingers sinking into her willing cheek with ease.

Octavia gave a soft sound into his maw that was muffled by his invading tongue, the aggressive action making her press herself closer to him in response. As much as her tongue would try to wiggle past or around his tongue, he was there to counter it and take charge of the entire thing. It was a wet, desirous kiss that wound up leaving both out of breath by the time they parted. Octavia’s cheeks were flushed, and a touch of blue had risen in Pharynx’s own black colored skin.

“I do not go easy, Octavia. If you intend to dance this dance with me,” he growled as his other hand joined its first to squeeze and grope the mare’s bountiful butt, “you had best be ready to be put through your paces.”

“Big words from the big Changeling. Trying to scare the pony to bed?” Octavia taunted, cocking an eyebrow up. “You’re not the first one to try and charm me.”

“Hmph. A pony is nothing compared to a Changeling lover. By the time I would be finished with you, you could never find another to compare. I promise you.”

“There’s been a fair few who made the same boast, albeit not quite by a Changeling.” Octavia’s hand left his arm to walk her fingers along his chest. “I left them broken in minutes. So forgive me if I’m not taken in just by words, Pharynx.”

“So the ponies sometimes make for weak lovers? Hmph.” He scoffed, “Then I will clearly need to show you how a true man performs. Observe.”

“And what does - oh!” The earth pony was given no time to try and sass back, as Pharynx’s grip on her rear was tested when he lifted her off the floor and brought her up high enough to reach his shoulders with her legs. Instinct seemed to guide the mare, her powerful legs planting themselves on his broad shoulders to keep her balance, yet she had nothing to fear in the Changeling’s hold. While she was distracted with the sudden change in perspective, Pharynx took to the offense and pressed his face into her groin, taking advantage of her now exposed stance to flick his tongue against her panty-covered groin.

“Oh my goddess!” Octavia exclaimed as Pharynx felt her grasp at his head for something to hold onto. With her fingers mixed in with his fiery mane, he had all he needed right before him. His dexterous tongue made quick work of tugging her panties aside, the black silky material exposing her plump and soft looking entrance to him. The smell of her, clean yet wanting, made him growl in his throat before his tongue extended out to penetrate into her depths without warning, making her gasp as he worked himself into her.

The usefulness of Changeling anatomy made itself clear for the mare as his tongue wormed itself into her pussy and soon writhed about with plenty more length to use than the average pony tongue might. As a result, Octavia’s squeals soon became mixed with excitable gibberish as Pharynx worked her over with a hunger that surprised even him. The taste of her marehood was like discovering a new liquid ambrosia for his taste buds, something alien to the realm of the Changelings and yet, entirely intoxicating. Even with her powerful thighs around his head, squeezing against either side, he didn’t cease in his efforts even a little. Her noises only encouraged and stoked his desire, to make this mare see why he was a superior lover to any she could’ve had before.

“P-Pharynx! This is - ohgoddess - what’s gotten into you?”

He managed to pry himself back just a little, her juices dripping off his tongue as he peered up at the gasping mare from her entrance. “It’s not what’s gotten into me, but what needs to get inside of you, Octavia.”

With that, he dove back in, and Octavia’s only recourse was to try and grasp at his mane and head in a vain effort to control him. But he wouldn’t be stopped from his newfound hunger, the desire to feel and hear and see Octavia’s lust brought out of her. He hardly needed to try and reach out with his magic to taste her desire; it came off of her like a radiant flame, and he was happy to bask in it. It only fueled his efforts all the more, a cycle that rewarded them both.

Octavia’s body trembled under his grasp, his fingers squeezing into her plump derriere with ease as he ate her out more vigorously. Where he first explored, he now teased and flicked with strokes and prods that tested her waters. Soon, the music of her voice was easy enough to interpret and work with that she was left as a mess in his hands. Her breathing became labored as she moaned his name, the sound pleasing on his ears.

Of course, once he had enough of his playful game, he moved on to the task of bringing her to a climax. A simple maneuver of the tongue had him coiled around her throbbing clitoris, the sensitive nub being caressed and stroked as lovingly as he could manage. The extra attention earned a light kick at the shoulder from her feet, but he didn’t stop at all. In fact, it encouraged him as he worked relentlessly to pleasure her. Even breathing was given a little less priority over hearing her shout and to taste her flower.

When she did finally reach her climax, only then was Pharynx given pause for a couple of reasons. One of those was the suddenly powerful grip her legs were having around his head. He knew she had strength in her body, but this was far above what he could’ve predicted out of her. He withheld removing himself from her, still basking in her essence as he was. Her juices ran freely over his tongue and he drank them as a man would from a desert oasis. The Changeling even worked her throughout the orgasm with his coiling tongue, even as her walls tried to squeeze around the mass.

Only when she had ceased her cries did he relent, easing off enough to finally adjust her and himself. Letting her rest atop the nearby desk, he felt little shame in feeling her juices still dripping off his chin while she got her bearings back. The mare’s breathing eased a little as she cast a burning gaze up to him, earning only a smirk from the Changeling officer.

“Could your little pony lovers perform so well as I?”

“I would…scarcely say so. Such aggression. But it’s clear you’re at least a cooperative man. I hope I didn’t hurt you?”

“It would take far more effort to injure me. I would much rather have those legs wrap elsewhere for both of our benefits.”

Octavia’s cheeks darkened at the suggestion, goading his pride as her eyes fell to his groin. “Then if that’s to happen, we’d best make sure the key is good for its lock, shouldn’t we?”

“Be my guest.”

The invitation made clear, Octavia took a moment to compose herself, swinging one leg over the other before reaching for his waist to undo the belt there and release his own strongly built lust into the open. It took her only a couple seconds, surprising him a little but chalking it up to eagerness. With a tug of her hands, his pants and boxers were left to fall to the floor in a heap, unveiling himself entirely and leaving the earth pon wide-eyed.

“...oh heavens.”

Changeling anatomy, as far as Pharynx had cared to study, wasn’t too far different from pony design. It still worked the same, being a shaft with a pair of balls attached at the base. But Pharynx knew his was unlike any she’d dealt with before. The main length of his shaft was black, leading up to a blue-ish green head that was more pointed than a stallion’s flattened head. As well, there were light ridges that ran along the lower end of the shaft, a means of further securing the male inside of the female and assuring they were bred good and proper. With Pharynx’s size adding into the equation, she surely seemed to be facing a cock unlike any before.

“I promise he does not bite. And I would hope you wouldn’t either.”

“Only when I’m told.” She remarked before bringing a hand up to caress his enormous length. She seemed to tremble a little in anticipation, her fingers brushing along the top of his cock before slipping down to linger by the ridges. “Goodness. They do grow you Changeling boys well, don’t they?” He didn’t feel a need to comment, but allowed a huff through his nose as she brought her grip down to fondle his balls, feeling their heft against her palm and earning a soft laugh from her lips.

“I’m going to have fun with you.”

With that statement, Octavia's lips kissed against his swollen tip, the color of her lipstick etching itself into a red kiss mark along the skin’s surface. The sensation made him twitch in her hold as she used her other hand to keep him steady. The idea that he was in an intensely vulnerable position like this, his pants literally down with his cock in her grasp, left Pharynx’s mind as she engulfed his tip with her mouth. Octavia’s loving oral embrace only continued as she sunk down a third of his length before pausing to suck, pulling back and letting her plush lips drag against his member.

Instinct felt a fear for her to cease such a pleasurable feeling for him, making the Changeling reach out and rest a hand at the back of her head. If there was a worry, it was left in the dust as Octavia didn’t resist against him, instead seeming to gather herself before gliding back down to further worship his length. Her long black hair swayed in tandem with her motions as her head began to work itself back and forth, leaving trails of saliva and lipstick against his length.

“You…continue to impress, Octavia.” Pharynx grunted out as his other hand reached out to hold onto her shoulder for some support and to silently express his approval. The mare took it in stride, her ears giving the smallest flick of acknowledgement before she looked up at him. Holding his gaze, he throbbed in her mouth as her tongue peeked out from the seal of her lips to encircle his length in a long circle, a moan emanating from her throat.

She started to withdraw, eyes closing and adopting the slow pace she’d been taking to pleasure him, but her eyes opened again when he stopped her from rising up. The silent question on her lips was answered when she looked up again, meeting his lustful gaze.

“Do you think only a halfway job is good enough? For either of us?” He challenged before putting a little pressure on the back of her head.

He half expected her to protest, in some sort of display of pride or opposition. But the corners of her lips curled as if she were to smirk, before she moved without his guidance to sink down to halfway again, then swallowing and moving even further down his cock. Only when her lips came to rest at the base of his cock, leaving him entirely buried inside her mouth and throat, did he hear her moan again. The vibration shook up and down his length, and he growled in approval.

“Your determination is noteworthy…but this slow pace will not do for either of us.” He said, his tone low and full of lust as he used his grip on her head to keep her mane pulled back and out of harm’s way. Cocking his hips back, Pharynx withdrew his cock by a few inches before rushing it back into her willing mouth. The sudden rough thrust would have gotten a cough or other bodily noise from a less capable mare. But Octavia met his challenge and didn’t even flinch, even as her throat bulged with his cockmeat pressing against it from inside.

The way she took him was just the start, however, as he reared back and began a moderate pace of using her mouth and throat to get himself off. The light slapping of his balls against her chin began to mix with the tandem of his grunts and her moaning. The entire length of him was kept wet by her dutiful tongue and saliva, making it easier for her to take the steady facefuck he was giving her. His desire for her grew with each passing moment, Octavia even upping the ante further by sucking hard on his cock as he would pull back. Were her hands not occupied with steadying herself with a grip on his large thighs, she might have tried to do more for him. But this alone was more than enough.

“Yes…Yes! By the Moon, this is…ergh…huff…I needed this.” Pharynx let out as he continued to claim her. The back and forth motions shook her body, yet he was impressed by her ability to take his forcefulness. He was usually more reserved, even in past intimate moments. But something in him wanted to let loose with Octavia, and realizing this cut into his stamina like a knife.

With a final push down on the back of her head, the dam broke from within Pharynx’s lust and he uttered a relieved groan as his cock swelled before a deluge of cum began to pour out from his swollen cockhead. Octavia’s eyes widened before rolling back at the sudden surging sensation of heat and thick liquid pouring down into her belly. She couldn’t have pulled away even if she wished to, leaving the mare to swallow continuously as he fired off shot after shot of his thick seed.

The length of Pharynx’s orgasm seemed much longer than it was, by the time he released her head. Octavia swayed a little as she was finally able to breathe freely, gasping her first gulps of fresh air since several minutes ago. A small dribble of white cum clung to the corners of her lips before consciousness came back to her and she focused her attention again. Pharynx only folded his arms, smirking down at the awestruck mare as she saw his saliva coated member was still hard.

“...but didn’t you just?”

“We Changelings are a hearty breed, and can build families in the dozens easily. One round is just a warmup.”

Octavia’s body shook, and she ducked her head forward a little to make her bangs hide her expression. But when she looked up again, he was treated only to the hungry look of desire in her eyes. He couldn’t help but tense a little, his cock giving a light jerk as it bobbed in the air before her.

“Pharynx? Might a lady…clean herself up before we move on to the real deal?”

“Of course. We can retire to the bedroom. I can’t wait to see what you’re capable of.”

Octavia POV

This was not how this was supposed to go.

Octavia reflected on this realization while standing in Pharynx’s bathroom, a fairly spacious and admittedly spartan but acceptable bathroom. She was more the type for a little flourish of color here and there, but the green paint of the walls did well for him. She had applied a brush to her mane, thankfully recalling that her purse had a few extra tools in it aside from her normal kit. Before the mirror, she only had on her lingerie, the dress forgotten and off to the side on the floor.

‘Celestia dammit. He was supposed to be just a hardass that had a thing for mares under his control. Not a behemoth who actually has class.’

The truth beneath the musical facade was a well-guarded secret of the Crystal Empire’s intelligence, that Octavia Melody was not just a trained musician and all around classy mare, but actually one of its most successful spies. Being a musician was a neutral cover that allowed her to gain access to places and people others would struggle to meet with, let alone complete their objective. It was by Octavia’s own hand that some of the Changeling Nation’s best had been exposed and captured, though they never could suspect her of it.

Being informed that her next target was of high importance and one of Chrysalis’ most trusted soldiers meant plenty of pressure on the agent, but Octavia had no issue in handling it. She studied her target, learned about him and every little quirk and oddity to him she could. His outward distaste for ponies had seemed a hurdle to deal with, but the opening granted by his surprisingly warm reception caught her off guard. At every instance that he spoke, she kept a prepped reaction in the back of her mind to be ready in case he suddenly turned on her, but it never came.

In fact, he was downright gentlemanly. Intelligent, clever, yet completely appreciative of her creative talents that didn’t involve leaving unconscious bodies in her wake.

Add this into the sheer sexual bomb that was in his pants, and Octavia quickly found herself in much different territory than usual. A seduction mission was plain and simple: entice the target, extract what one needs, then dispose of them or escape while they’re distracted. But Pharynx was a whole different playing field. He yearned for her, he desired her, that was clear and evident; worse, she was wanting him too. Few men could keep up with her in the bedroom back home, but Pharynx was the first to really take command so earnestly and so thoroughly. She was soaked through her panties by the time she made it into the bathroom, the taste of his cum still tingling on her tongue.

“Get ahold of yourself.” She told her reflection, taking a slow breath and letting it out. “The safe is in his bedroom. The key is kept in his uniform. He keeps it in the shirt pocket on his right pectoral.” She murmured quietly. “All you have to do is take him for the ride of his and your lives, get the info, and get out. No man has bested you yet.”

Nodding at herself, she gave herself a final once over and decided it was better to spare her clothing from what could be a ferocious encounter. The idea of that, against her better judgment, was making her aroused again. The brassiere and panties were flung aside, joining her dress before she finally chose to emerge from the bathroom, leaving the light on for her own benefit. Knowing it would silhouette her figure and emphasize her curves was a little help, and every little bit was just right for this kind of assignment.

“Sorry if I kept you waiting. I hope you don’t mind.” She called to him as she stepped out and leaned against the doorframe, arching her back just the right way to bring emphasis to her curvature. Looking out to the bed where she knew he’d be waiting, she kept her features cool but couldn’t suppress the desiring shudder that passed through her. He stood before the bed, equally as naked as she was and entirely still hard. In fact, seeing her seemed to invigorate him a little more as he twitched before her eyes.

“Nothing worth having is ever without a wait. And you are worth an eternity.” Pharynx replied. His arms were folded over his firm chest, allowing Octavia to make out every inch of muscle along his sculpted form. How he managed to obtain such a mighty physique while also being one of Chrysalis’ most busy officers was beyond her, but she appreciated the sight of him no less. Few past lovers could come close at all to his size, and she enjoyed that greatly. Sauntering over to him, the mare put an extra sway in her steps that had his eyes hover down before looking back up at her when she stopped just in front of him.

“Flattery is always appreciated for a woman like myself. The real question now is, where do we take this from here?” she questioned.

Pharynx smirked. “Must all ponies be this way? Surely you have something in mind yourself, for someone so bright.”

Octavia only smiled right back. “I do actually.” With an unexpectedly quick twist, she turned and hip checked him in the middle, the action catching the Changeling off guard and knocking him off his feet and onto the bed. The mattress bounced a little in receiving him in such a fashion, but before he could try to manage a vocal reply, Octavia was upon him in a matter of seconds. Landing atop him with the grace of a cat securing its prey, his cock was soon wedged between the cheeks of her enormous rear, allowing her to wiggle atop him playfully and at the same time, squeeze his cock in a pleasurable fashion.

Feeling the heat of him radiate against her bare skin brought color to her cheeks while peering down at him. His surprised expression delighted her while she brought her hands down to balance with his chest. “You’re not the only one who enjoys being the top pony. Or Changeling, I suppose.”

Pharynx huffed. “And you suppose you’re mare enough to handle me?”

“Darling, I’m just getting started with you.”

A little more wiggling took place before Octavia lifted herself up and got his cock to point itself at her entrance, aided by the pointed tip he bore. She didn’t allow herself to hesitate, but her composure did crack a little as he penetrated her, a gasp leaving her before she sunk down. It took some effort, as she was clinging to him and squeezing the moment he entered. It was a shared feeling of pleasure between them that had Pharynx groaning from below as inch after inch sunk into her depths.

As more of it filled her passage and stretched her, the musician and hidden spy felt her entire being light up in pleasure. A stallion’s cock could do some magic if angled right and if they were experienced enough. But Pharynx was an entirely different being; he was stroking against her walls and stretching her to the point she was having trouble thinking. One of his hands found the small of her back, helping to keep her balanced as the other found her left tit to rub his thumb against her darkened nipple.

“What’s the matter? Don’t tell me you tripped at the starting line?” he teased.

“Oh, I’m going to enjoy breaking you in.” Octavia huffed before moaning as he gave a light slap against her rear with his hand. She rose up and immediately extracted half of his cock from her depths, only to bring herself down firmly and make her rear slap against his thighs. The audible slap filled her ears before she ground her hips against him, earning a surprised but enjoyable groan from the larger male. From there, she adopted a hard riding pace on him that a lesser man would’ve had a lesser man begging for mercy.

But Pharynx seemed ready to meet the challenge. Only a couple strokes of his cock were allowed before he rose up and had his face buried in her cleavage, evoking a cry from the mare as he sucked hard on her nipple when his teeth found her. The little love bites he left over her bouncing breasts only became delightful tingles that resonated with their rough lovemaking. The hand at her side drifted to her rear, getting a full grip of her hefty rear and making her smile internally at how much he yearned for her.

Her moans were genuine as his cock worked itself in and out of her, an unyielding hot pillar of iron inside her pussy. Every second that passed was another spark of delight, the heat between them working up the air and their bodies into a sweaty mess. She could already feel it trickling down her back and her neck, and some was dotting the Changeling’s bare body as well, partially visible against the black coloration of his skin. He was a sight to watch below her, but she found her perspective change suddenly as the world suddenly turned left.

“Oh!” She managed to get out as her body found itself on its side, Pharynx’s torso looming, overshadowing her as he reached for and grabbed her leg. A simple hoist upwards gave him something to hold onto as he started rutting his cock into her harder, with more force than the pace she’d been working at. His other arm was pinned under her side, wrapped around her middle and keeping her pressed against him tightly. “P-Pharynx!”

“If you don’t give it your all, is it even worth it?” He half asked, half grunted out as he hammered into her depths, “you, amazing woman! Ugh!”

Octavia felt her pride glow at his insistence of performing, and perform he did indeed. She didn’t need to exaggerate any of her pleasure as his cock thrust in and out of her. His balls, hefty and full of his seed, bounced off against her groin. Being able to take all of him so easily helped, but even with her larger size helping, he was still more than the normal stallion. He was an entire experience, a force of lust hammering into her that had her considering just giving him all the control he wanted.

But she couldn’t give in that easily. He had to earn it.

“Wait, wait!” She called out suddenly, the demand making Pharynx stop as he pulled back and looked up at her in confusion. Both were panting, disheveled messes. Yet even in such a state, Octavia took the moment to her advantage and nodded at him. “Move back a moment. We can do this better.”

“Oh?”

She regretted extracting him from her depths, but gave a gasp that made him smirk as his cock slipped out from her stretched pussy. Octavia moved away from him, and settled herself on her hands and knees before looking over her shoulder at him. He seemed to catch on as he got on his knees behind her, slapping his cock against her rump and letting it rest there as she cooed from below.

“Better angle. Now…show a mare how a Changeling fucks.”

He needed little more invitation than that, scooting closer and taking her by the hips before prodding at her entrance once more. Octavia relaxed herself, uttering a moaned expletive as he dove into her once more. Only now, at this angle, she found herself really enjoying the lustful romp as he could hit new spots inside with the same ferocity. He paused once he was entirely inside her, draping his body overtop her back and leaving his muzzle by her ear. His whisper was ragged, but full of want.

“I’m going to breed you well, Octavia Melody.” He had absolute certainty of it, and she loved that. It was as sincere a declaration as he could make, and she only replied with a turn of her head to kiss him for a few seconds. He returned it before breaking off and starting to work at her again. The pair soon fell into a tandem of curses and lovemaking that filled the room, Pharynx’s cock becoming a blur as their bodies bounced off one another.

Minutes passed, feeling almost like hours as they seemed to compete with one another for control of the doggystyle position. Octavia would work her rump back into him, milking his cock when it was inside of her and moaning freely when he’d plow into her, while Pharynx would caress and squeeze every part of her he could. His cock throbbed with want for her inside, the wet cunny the perfect grip to please his cock in a way no other had yet.

The struggle came to an end when Octavia felt him swell inside of her, his climax beginning to surge out. A moment’s worry of becoming pregnant was dashed as he took hold of her neck in just the right way to keep her still, before claiming her lips with his. She gave in, and welcomed the sudden flood of seed that burst forward into her marehood from his cock. Each splash of heat against her walls made it feel like her world was suddenly more alive than ever, and she cried out in a climax of her own as she tightened around him, further milking his dick for every drop of seed it could get. They stayed bound together, Octavia feeling like her womb was overflowing in seconds before the excess would begin to squirt out from her stuffed full pussy.

By the time it seemed like the flow of cum had finally slowed, she could feel it still trickling down her thighs onto the bed. She breathed in deeply, a necessary breath of air filled with pheromones and sweat and lust. Any thought of trying to act, to disengage him and try to fulfill her mission, was lost as she felt him twitch inside of her. A tremble of lust went through her as Pharynx only growled deeply in his throat.

“We’re just getting started.”

“Oh merciful Celestia…”

The cool night air of the Changeling Nation’s capital made Octavia’s skin tingle as she looked out over the city, street lights giving off an eerie but fitting greenish tint to the paved roads that wound their way throughout the area. Even with it being nighttime, there were still many bodies wandering the streets, even at this late hour. The buxom woman casually watched them from the landing just outside of Pharynx’s bedroom, leaning over the support railing. A loose spare bathrobe adorned her body, keeping her decent even if only just. It was meant for a much thinner woman, for sure.

Her whole body was in the throes of post-sexual bliss, muscles aching and her entire being content with the physical prowess the Changeling had demonstrated. Her hair was a wild mess, her lipstick half rubbed off from continuous physical contact all over him. She could still feel his cum, virile and immense, trailing down her thigh. For once, her backside actually was sore from how much he spanked her, groped her, squeezed her plump cheeks. He was not just a brute to seduce; he was a capable lover who could make her feel something for the first time in a long time. An emotion that she thought her training, her history, would’ve stamped into the ground and left buried in the rubble.

Fulfillment. Longing. A yearning to walk away.

With the large Changeling finally unconscious, she had half walked, half stumbled her way to his safe after discovering where his key was kept. The entire process of unlocking it was methodical and precise, and a few moments of work had her reward in her hands: unique, private security documents entrusted only to an officer of Pharynx’s standing. She stood there, staring at the files, and looked up at the mirror nearby. Her reflection, as weary as she felt, looked back.

To take these back to the Crystal Empire was her loyal duty, her work. And to take them was to never see this man ever again. To never know a man who could make her feel like the woman she used to be before the espionage.

It was why she now stood there, the safe locked back and the documents resting where they were. She had memorized a few key phrases, enough data to show a partial fulfillment of the mission. Just enough to get by with her pristine record and accommodations to throw off any suspicion. Just this one time.

“Did I disturb you in your sleep?”

Pharynx’s voice was audible in the open air despite how softly he spoke. Octavia turned to face him, and offered her best reassuring smile. “No, not at all. I had a need to use the women’s room, and then I was distracted by the view of your city. I have never witnessed it at night.”

“It is a lovely sight to see. Almost as much as you.” He appraised, earning a small titter out of the mare. He embraced her from behind, making Octavia lean against him and privately relish how firm he felt against her. Not like a brick wall, but more like a pillar of pure artistry.

“Could you indulge a mare, and carry me back to bed?”

“I suppose I could do so.”

Five Years later

Octavia stared out at the world outside beyond the window of the home she and Pharynx had shared, the memories of their first passionate night together still managing to bring a glow to her cheeks. The tabloids had been aplenty when she had chosen to leave the pony nations to live with Pharynx, the pair being wedded by Chrysalis herself in a grand ceremony many hailed as a symbolic sign of potential peace between the races. She had, of course, been burned out from her position as a spy for the Crystal Empire, but her career as a musician flourished all the more without that dark burden at her heels.

A glance to the dining room table revealed more causes for her to feel happy with her life: her and Pharynx - admittedly becoming even more amorous with one another once together - had brought forth four pony and changeling hybrid children into the world, all blessedly healthy and whole. She adored them each, and thanked Celestia and any other divinity out there for her new life. According to Pharynx, she looked every part the mother he desired for his offspring, her looks having only matured further over time. It was hard to avoid being called a MILF by some in passing, but she loved hearing Pharynx’s praising of her appearance.

“The cold always gives way to the summertime, eventually.” She murmured to herself, before approaching the table to help her youngest child eat his meal and prepare for the day ahead.

Author's Note

This was a unique challenge to do, but I enjoy different challenges. Thank you again to Magic Man! If you enjoyed this story, feel free to leave a comment or critique below!

The next couple stories I aim to do will be for a recently announced NSFW contest, so keep your eyes peeled for that in the near future! Until next time!