New Day

by Some Leech

Rating: mature
Tags: Profanity, Slice of Life, Sex, My Little Pony: Friendship is Magic, Sprout, Romance, Porn, Fetish, My Little Pony: A New Generation, Queen Chrysalis
Length: 19623

Just outside of Maretime Bay, Sprout stumbles upon a very interesting find...

Sprout would like to think he's never had it all that easy. As if it isn't hard enough being the son of a successful businessmare, becoming drunk on power and nearly killing his friends while almost starting a war with the pegasi and unicorns has done nothing to help his image - that said, he's doing his best to put his best hoof forward. He may not realize it, but sometimes the things you're looking for in life have a magical way of simply appearing...

Kinks Include: Female on Male, Male on Female, Acts of Seduction, Oral, Vaginal, Transformations, Romance, and Redemption

Artwork by Inari_Mau (Twitter @Inari_Mau)

If you want to help support me, I have a Tip-Jar/Patreon HERE

Published 2023-06-28 20:30:07 UTC
Last updated 2023-06-30 20:12:48 UTC

Chapter 2

“We…we c…can’t - Cough - keep doing this,” Sprout weakly murmured, staring up at the ceiling.

Rolling over and draping a foreleg over his chest, Chrysalis contently hummed and wriggled against him. “And what makes you say that, my little Sprout? Judging from how enthused you always are to see me, I’d say that you wouldn’t oppose coming to visit me twice a day.”

He shook his head and languidly rubbed her back, ignoring the cocktail of foal-batter and changeling nectar slathering his nethers. “No, not that. I mean I can’t keep paying for this…”

“Well if you have any options for where a poor, needy mare could rest her head affordably, I’m all ears,” she sighed, kissing her way up his neck and to his ear.

Closing his eyes, he reached up and pinched the bridge of his snout. After awakening and being set upon by Chrysalis in the little grotto he’d quite literally stumbled upon, he’d done what any reasonable stallion would do - he’d offered to put her up in one of Maretime Bay’s hotels until she’d gotten her hooves under herself. Even if he still didn’t fully understand exactly what she was, why she’d been turned into a statue, or how long it had been since she’d seen the light of day, leaving her to fend for herself would have been downright heartless - that and she had popped his cherry and made a proper stallion out of him.

As her hoof drifted down his chest and toward his groin, he peeked down at her. “Seriously, again?”

She shrugged and smirked up at him, feigning innocence. “You could act coy and then start feeling me up in the shower - you know, like you did the other day.”

Slowly exhaling, he rolled away from her, got his hooves under himself, and hopped from the bed. “Ok, so I wouldn’t mind going another round, but that doesn’t solve our problem! Chryssy, I’m running out of bits! Even if I wanted to, I’ve only got enough money to put you up for two - maybe three more nights!”

“You could always let me stay at your place,” she breathed, unable to stop herself from eyeing the semi-rigid length hanging beneath him.

“We’ve been over this,” he groaned, his shoulders sagging. “Do you think my mom would be alright with me introducing you, a creature she’s never seen before, and telling her that you’ll be living under our roof?”

Slipping from the bed and rising to her full height, she wreathed herself in harlequin fire and instantly disguised herself as a tall, svelte unicorn mare. “She, much like the rest of this town, wouldn’t know what I am,” she began, sauntering toward him with a sway in her hips. “Regarding her thoughts on you moving your marefriend in, I think she’d be elated. You’re a healthy, attractive, reasonably successful stallion; it’s more shocking that you haven’t bagged yourself a comely, fertile young mare for yourself by now!”

He cast his eyes to the floor as fought back a smile. “You know, even though you keep saying that, I still don’t believe it.”

“That doesn’t mean it’s not true,” she tutted, trotting around and up to his side. “As far as I’m concerned, I’m the luckiest mare in this little backwater.”

Leaning over and giving him a peck on the cheek, she pressed herself against him. Her admission had been genuine and heartfelt, although she may have tactically omitted a few factors. Sprout wasn’t a bad pony by any means, excluding when he’d apparently gone mad with power and gone on a quasi-genocidal rampage, and he was practically a walking buffet for her - that said, the bar for stallions in Maretime Bay was set very, very, very low.

The small city, located aptly on a cove at the ocean, only hosted a population of a hundred or so earth ponies at most. Aside from the innovative and technologically advanced Canterlogic Industries and the glaring eyesore that was the Crystal Brighthouse, the town was relatively uninteresting, bland, and just as boring as any pony settlement she’d visited before. As her thoughts wandered back to the innumerable villages she’d infiltrated over the centuries, a melancholy settled over her.

The Equestria she’d known and reviled was gone. Her foes, Canterlot, the Princesses, the Elements of Harmony, even Starlight Glimmer, all of them, each and every one, no longer existed. She should have been overjoyed at finding herself in a pristine world, yet she took no solace from knowing her enemies had been lost to the ever-shifting sands of time. What should have been a decisive, eventual victory had been stolen from her, leaving her with a bitter taste in her mouth.

“Hey,” Sprout said softly, patting her shoulder and shaking her from her thoughts, “are you ok?”

“I’m fine,” she grumbled.

Trotting across the suite and into the bathroom, she sneered. The issue of her lodgings paled in comparison to the grander problem of what she was going to do with herself for the foreseeable future. Twilight and her band of misfit minions were no longer a threat, nor were the Alicorns a factor to consider, although the world she found herself in wasn’t without perils.

In place of the Elements of Harmony, a dreadfully bland mare named Sunny Starscout and her band of nauseatingly diverse friends were making names for themselves as heroes. From what Sprout had said, the group had renewed magic to Equestria, reunited the pegasi, earth ponies, and unicorns, and were just as annoying as the Elements of Harmony ever had been. Though the merry band of misfits may not have posed any immediate danger to her, having passed her by while she’d been traipsing about in disguise, her instincts told her that they could and in all likelihood would give her trouble sooner or later.

Setting the shower to warm, she looked over as Sprout trotted in behind her. “Seriously, I’m fine and I can handle myself.”

“I know you can, but that doesn’t mean I can’t worry,” he confessed. “Do you want to come over for dinner tonight?”

She peaked a brow at him while she stepped into the basin. “I’ve told you that I don’t need to eat - besides, after that banquet you just gave me, I couldn’t eat another bite.”

Trotting over and stepping in behind her, he reached over for a miniature bottle of shampoo. “Yeah, but you may as well meet my mom. If you make a good impression with her, she might just be able to get you a job at Canterlogic.”

“The Queen of the changelings reduced to sorting parts on an assembly line at some factory, how droll,” she groused.

He shrugged and smiled up at her. “Not all of the jobs there involve skilled labor.”

Seating herself with her back to him, she closed her eyes and allowed him to wash her mane. He did have a point. Regardless of whether or not the topic of job prospects came up, being introduced to Phyllis could prove beneficial in a number of ways. Not only was Sprout’s mother particularly well-off, but she was quite influential and held in high regard in Maretime Bay. Wiping a lock of whetted mane from her face, she hung her head.

“And,” he added, stepping back, “my mom makes the best snickerdoodle cookies.”

“Fine,” she grunted. “I suppose I’ll break bread with your mother this evening.”

Hugging her back and resting his chin on her shoulder, he embraced her. “She’s gonna be so excited to meet you!”

His struck her as odd and instantly piqued her interest. “You’ve spoken of me?”

“Well I had to tell her something,” he laughed, wiggling his way past her to clean himself up. “Don’t worry though, it’s not like I spilled the beans or anything. I just told her that I may have finally found my special somepony.”

Her eyes narrowed as she watched him, looking for any sign of deceit or treachery, yet all she saw was a proud, happy, and confident stallion. He’d meant it, he actually considered her his special somepony, even though he’d only met her less than a month prior. A part of her considered his confession ignorant and naive to a fault, bordering on lunacy, yet the sheer joy radiating from him warmed the cold, blackened depths of her heart. Scowling out of spite, telling herself that he was a fool and nothing more than a tool to be used, she stood and snatched up a washcloth.

“I presume you didn’t say too much about me,” she intoned, scrubbing her undercarriage.

“Oh no, I barely told her anything,” he replied. “You said that you didn’t want me to tell anypony about Queen Chrysalis, the changelings, or that I found you as a statue, so I’ve kept my lips sealed about all the details. Once you’re finally ready to introduce yourself to everypony, I’ll be the only one who isn’t surprised!”

Plucking the detachable shower head from its fixture, she rinsed herself off. “Good. You’ve done a commendable job with everything and proven yourself quite competent.”

“Thanks,” he chuckled, grinning from ear to ear. “I wouldn’t be a very good coltfriend if I didn’t do my very best for you.”

She opened her mouth to reply, to tell him that he wasn’t her coltfriend, but she stopped herself. Admonishing him would serve no purpose and could only complicate matters - furthermore, for all intents and purposes, presenting herself as his marefriend would have a number of advantages. Stepping out of the tub and levitating a towel from beside the sink, she patted herself down.

“Hey - um - I have a question,” he remarked, having nearly finished with his shower. “Is it uncomfortable when you do that shapeshifting thing?”

“No,” she huffed. “A changeling’s transformation is like tensing a muscle; so long as one is properly trained and practices metamorphosis regularly, it only becomes unpleasant if held for extended periods of time - even then, it’s not what I’d call painful.”

Finishing up and turning off the flow of water, he peered over at her. “Why do it at all though? I think your natural form looks way better than that unicorn disguise you have.”

“Seriously,” she moaned, rolling her eyes and looking back at him. “Is it not obvious?”

He met her gaze and cocked his head to the side. “No? You’re attractive, you were stuck in stone for who knows how long, and you’re a Queen! Why wouldn’t you let everypony see the real you?”

“I - Ugh - just nevermind. If and when the time is right for me to properly reveal myself, I’ll let you know,” she griped, seeing herself out and into the suite.

Realistically speaking, there’d been no real need for her to create a disguise and alias for herself, but old habits died hard. She’d spend centuries as a creature of shadow, only being comfortable in her own skin when she was within the safety of her hive or alone, so simply going out and about au naturel would be an extremely tall order. Ponies and changelings mixed like oil and water, prey and predators, and she wasn’t one to disrupt the natural order of things.

Crossing to the vanity, she inspected herself. “Anything I should know about your mother before I meet her?”

“Not really,” he responded, trotting out of the bathroom. “She wasn’t really a fan of unicorns or pegasi before everypony started getting along, but she’s ok with them now - actually, she even hired a few pegasi at the factory! I guess the only thing to worry about is that she’ll probably have a ton of questions for you.”

“I’ll handle that,” Chrysalis noted, turning to face him. “So are we doing this now, or -”

“We can go now!” he chirped, interrupting her. “Honestly, I’ve kinda been wanting to introduce you two to each other. I wouldn’t be the stallion I am today without my mommy.”

She squinted down at him, unmoving. “Your what?”

“I - uh - that’s kind of what I call her,” he bashfully admitted.

Though she was tempted to make a snide comment, she bit her tongue. “Well then, now that that’s out of the way, shall we?” she inquired, waving a hoof at the door.

He nodded, trotted to the exit, and opened the door for her. “Mares first!”

Trotting into the corridor of the hotel, she waited for him to lock up behind her and lead the way. The way she saw it, her meeting with Phyllis was either going to go very well or very poorly. She wasn’t concerned about answering even the most prying questions that Sprout’s mother may or may not have, having spent a lifetime deceiving and winning over total strangers - even so, there was a lot hinging on the impending exchange. As she followed along after him and toward the nearest exit, she put on her most becoming smile.

The trek through town was short and mercifully went without incident. A few of the ponies they passed smiled, a small number waved, and the sun dipped toward the horizon. Had it not been for the fact that everypony only had a cutiemark emblazoned on a single flank, she could have easily thought she was in a seaside town from before she’d been imprisoned for what felt like a small eternity.

Sneaking occasional glances over at the tall, beautiful unicorn trotting beside him, Sprout couldn’t keep himself from grinning. His mommy had hounded him relentlessly about the special somepony he’d been visiting on a daily basis, peppering him with all sorts of questions about her, but he’d dutifully kept most of the details about Chrysalis under his hat. The only information he’d revealed was that he’d met a gorgeous, one of a kind mare, and that he may be smitten with her.

He stopped at the doorstep of his home, took a deep breath to steady himself and slowly exhaled. “Mom?” he called out, pushing the door open.

“Sprout,” a familiar voice shouted from deep within the home, “is that you?”

Seeing his mother’s face appear from around a corner, Sprout waved a hoof. “Can you come here for a second? I wanted to introduce you to somepony,” he began, doing what he could to obscure her view of his guest. Waiting until his mother had trotted into the foyer, he stepped to the side and waved up at the towering mare at his back. “Mom, this is…”

Trailing off, he froze. He’d been a split second from letting the cat out of the bag, but he’d managed to catch himself - if only just. On the few times he’d seen her interact with townsponies, she’d always introduced herself by giving a different name. While he could understand some of her reluctance to reveal who and what she was, given that she’d been away from the world for so long and was likely a bit overwhelmed, it had been hard for him to convincingly play along with her trickery.

“Lotus,” Chrysalis announced, trotting in and giving a small bow, “Lotus Amore. I’m pleased to finally make your acquaintance.”

She’d anticipated being offered a hoofshake or possibly being spontaneously hugged by the older mare, although she received neither. The older mare looked her over, studying her shrewdly for a moment, until her eyes settled on her face. Holding her ground, she peered down at Phyllis and maintained her smile.

“Well I’m happy to finally meet the mare my little Sprout has been seeing,” Phyllis flatly stated, glancing over at her son. “If I might ask, what brought you to Maretime Bay?”

“I’ve always wished to see the sea,” Chrysalis smoothly answered, “though I may stay because of your son.”

As she locked eyes with her guest, Phyllis’ eyes narrowed. “Uh-huh - anyways, so how did you meet him?”

Stepping over and wrapping one foreleg over Sprout’s shoulders, Chrysalis leaned against the markedly tense stallion. “It was as if fate brought us together. I was at the shoreside, simply admiring the crashing waves and the sunset on the water, when I first saw him. We chatted for a bit, he showed me to town, and we’ve been loving every second of our fleeting time together - well, at least I know I have.”

To hammer the point home, she dipped her head and pecked him on the cheek. From what she’d heard, Phyllis was no simpleton; the mare was cunning, intelligent, and charismatic enough to found a business empire, yet she had one weakness - her precious child. The only reason Sprout hadn’t been locked away or exiled from Maretime Bay was because of his mother’s influence - bearing that in mind, she had to play her cards carefully.

“Mom, I know it’s late notice, but do you think she could have dinner with us tonight?” Sprout asked, sheepishly smiling over at his mother.

“As happy as I’d be to have her eat with us tonight,” Phyllis replied, her inquisitorial apathy fading as she looked over at her son, “I’m afraid I have plans. Canterlogic is hosting their annual employees’ appreciation banquet this evening and I have to be there.”

“That’s tonight?” Sprout bleated. “I thought it was next week?”

Phyllis shook her head and inched closer to the door. “You must have gotten your days mixed up - thankfully, I shouldn’t be there for too long. If you two would like to wait around, I should be back in about an hour or so.”

“I’m sure Sprout wouldn’t mind entertaining me until you return,” Chrysalis hummed.

Either ignoring or overlooking the innuendo, Phyllis trotted past the pair and went outside. “Just be sure to lock up if you leave. Keep an eye my little sugarcube for me, Lotus, he can be quite the hoofful.”

Chrysalis turned and bowed to her would-be host. “I’ll do my best, Ms. Cloverleaf.”

“Just call me Phyllis,” the mare laughed, waving as she trotted away. “You two have fun.”

“Bye, Mommy!” Sprout shouted. “I’ll be good, I promise!”

As Phyllis made her way down the street, Chrysalis shifted her attention over to Sprout. It was no mystery that he thought highly of his mother, speaking well of her whenever she came up in conversation and even noting that she’d be worried if he was out too late, yet what she’d thought was simply an unhealthy neediness of his was actually something all the more amusing. Though it was subtle, so faint that even her keen senses had only barely detected it, there’s been the barest hint of attraction lacing his affection for his mother.

Holding still and waiting until Phyllis was out of sight, she reached out and closed the door. “Now that I’m finally here, how about you give me a tour?”

“Right now?” he countered. “But I was going to ask you if you wanted to get a smoothie with me.”

“The smoothie can wait,” she purred. “I haven’t mentioned it, but I’m thrilled to see where my studly little coltfriend was raised.”

His ears perked up, his eyes widened, and he smiled broadly up at her. “Really?”

“Really,” she warmly repeated.

“Well I guess we could do that, yeah!” he exclaimed. “As you can probably guess, this is the living room!”

She stuck close to his side, halfheartedly listening to him prattle on about his home, how he’d grown up there, and even a few noteworthy stories he had about the place, while he guided her from one room to the next. While the house wasn’t quite a mansion, it was definitely large enough to accommodate several ponies with space to spare. There were four bedrooms, two and a half bathrooms, a large kitchen, an office, and even a little den that appeared to be a game room of sorts in the Cloverleaf abode - all in all, she was quite impressed with what she saw.

Ultimately stopping and nodding to a closed door on the second floor, Sprout proudly held a hoof to his chest. “And this is my room.”

Waiting for him to open the door, she quirked a brow. “Aren’t you going to show me inside.”

“I mean, if you want,” he mumbled, weakly shrugging. “There’s nothing too - H…Hey!”

Using her magic to open the door, she coolly trotted in. His room was nearly as she’d envisioned it would be, with two posters hanging from the walls, a few knicknacks, and a discarded pizza box in a corner opposite of the bed. She surveyed the interior, looking for anything particularly noteworthy or interesting, until her eyes settled on a little notebook resting on his nightstand.

“What’s this?” she inquired, levitating the book over to herself.

He scrambled to intercept the item, jumping to snatch it from the air. “That’s private!”

“Is it now?” she clucked, hovering the notebook out of his reach. “Might this be a diary?”

“No,” he pouted, seating himself on the floor. “Maybe…”

While she’d freely admit that it was petty, she’d always had a profound weakness for uncovering juicy details that creatures, ponies or otherwise, tried to hide. Opening the journal and flipping through the pages, she hastily made her way to the day when he’d released her from her stony prison. She braced herself for the worst, unsure of what he’d written for her, yet the entry left her speechless.

Reading and rereading the passage, astounded that he hadn’t mentioned the slightest thing about their initial tryst, she kept finding herself at the last passage. ‘I can’t imagine how hard it must be for her to be so alone. She really does seem like a nice mare, so I’m going to do everything I can to help her…’ Glancing down at him, seeing him sulking, she scrunched her snout. A tide of conflicting emotions welled up within her, pity and contempt raging against sympathy and gratitude, leading to her reaching out to stroke the top of his head.

“You’re a good pony, Sprout,” she whispered.

He dismissively waved and peeked up at her. “I didn’t used to be…”

Easing herself down beside him, levitating the journal to its spot beside his bed, she ran her hoof down his back. “I can hardly believe that - after all, you’ve been nothing but kind to me since we met.”

“Funny,” he mirthlessly laughed. Keeping his eyes on the floor, he gave a deep sigh. “It wasn’t very long ago when I would have reported you to Hitch and my mom, but a lot has changed since then. The pegasi aren’t brutes, the unicorns aren’t evil, and you - I hadn’t even heard the word changeling until you came along.”

She leaned against him and allowed her disguise to disappear in a flash of green light. “Ponies are like any other species; while it’s true that there may be a few bad apples in the batch, most mean no harm and only try to find contentment in life.”

“Yeah…yeah, I guess so,” he breathed, shifting a hoof to rub her leg. “I bet your subjects were all super friendly and kindhearted.”

Her lips quivered, nearly bringing a sneer to her muzzle, as the memories of her hive’s reformation bubbled to the surface of her mind. Thorax, through an act of compassion, had been the salvation of his kind - her kind, yet she’d robbed everything from her in the process. Though her home, her family, all the things she’d held dear and fought for for centuries had been stripped away from her, the changelings had found salvation. Looking to the window and seeing the sun setting in the distance, she couldn’t help but wonder if she truly was the last of her kind in this new age.

She started when he reached up and caressed her cheek, prompting her to look down at him. “Yes…yes they were very kind…”

“If…if you wanted, we could look for them together,” he timidly declared. “I’ve never really traveled outside of Maretime Bay, but maybe the unicorns and pegasi could point us in the right direction.”

He didn’t - couldn’t know what he was saying, yet he trusted her so deeply, so sincerely that he was willing to bend over backwards to help her. His concern for her was nearly blinding, eclipsing the pain of old wounds and her contempt for foes which no longer existed, and it brought a genuine smile to her face. Pushing herself up, she offered him her hoof.

“Even if they were around, I doubt they’d know who I was,” she muttered, omitting that that may be for the best.

Standing up beside her, he set his brow and held a forehoof to his chest. “I don’t know about that, but just think about it. If you change your mind someday, I’ll be the first one to volunteer to go with you.”

“That’s…” she paused.

If there were any changelings left in Equestria, it was an all too real possibility that they too had been affected by the loss of magic - in which case, they could have reverted back to their predatory, pre-reformed state. Gazing down at Sprout, seeing his wholly unconvincing facade of bravery, she suppressed a shudder. Were he to stumble upon a clutch of ravenous changelings, he’d be left as little more than a withered husk, and she wasn’t about to let that happen.

“That’s very chivalrous of you,” she continued, “but I think that, at least for the time being, I’d rather slowly adjust and learn about his world.”

“Well I’ll be here for you,” he asserted. “If there’s anything you ever need or if somepony is giving you a hard time, just call on me.”

The corners of her lips turned up and she gave him a small, fleeting hug. “Thank you, Sprout.”

“Wouldn’t be much of a coltfriend if I didn’t look after my big, loving marefriend ~ would I?” he snickered, playfully elbowing her.

Her smile wavered as a pang of something unfamiliar, a feeling she’d only experienced a hoofful of times throughout her preternaturally long life struck her - guilt. Equestria had changed, as had all the ponies in it, and the sins of her past had been erased. Had she the desire to do so, this could be her one - possibly only chance to start a new life of peace and tranquility. Caught at an impasse with her long-held urges of conquest and subjugation warring with the hope of salvation, something she would have never dreamed to attain, she remained silent.

She had no doubt that he hadn’t intended to touch a nerve, yet he’d inadvertently done so all the same. Glancing over to the side, seeing his disheveled bed, she smirked. Wishing for nothing more than to distract herself, to take her mind off less than pleasing thoughts and to relieve herself of her inner turmoil, she sent power flowing into her horn.

“So what do you want to - Eeep!” he cried as he was lifted from the floor and cast onto his mattress. Landing with a soft Pomf, he rolled onto his back and grimaced down at her. “What was that for?”

“Sprout, I’d like to ask you something,” she began, drawing her forked tongue over her lips while she approached the foot of the bed. “In all the times we’ve become intimate, you’ve never once asked me to use my metamorphic abilities ~ why is that?”

Shaking his head, he chuckled to himself. “Because you’re perfect the way you are - Duh!”

She batted a hoof at him, sensing her cheeks darken from the compliment, and stepped onto the end of the mattress. “You’re right, of course, but that doesn’t mean we couldn’t use it to have a bit of fun…”

With nothing to rely on other than her intuition and the transient, almost imperceptible sense of romantic interest she’d sensed from Sprout toward his mother, she called upon her innate power of transformation. Her flanks grew juicy, her backside filled out considerably, her breasts expanded to nearly double their normal size, and she willed some extra weight onto her ordinarily slim frame, as a pair of horned glasses appeared on the bridge of her snout. Seeing him go wide-eyed and watching his stallionhood immediately begin emerging from its sheath would have been rewarding enough, letting her know that her instincts had been correct, yet it was the wave of lecherous force that flowed from him that caused her pulse to quicken.

Lowering herself and crawling up to him, parting his legs with her magic, she avidly eyed his nethers. She really wasn’t hungry, still being full from the last meal he’d given her, but she couldn’t help herself. Like a delicious cake resting on a kitchen counter, he tempted her with the promise of his decadent essence.

She ran her tongue up his trembling thigh and to his succulent balls, staring past his hardening stallionhood and to his face all the while. It would be fair to say that she’d slept with a decent number of ponies in her day, having bedded mares and stallions and mares alike, but there was something different about Sprout. Though his endowment was definitely enough to satiate her marish needs, his fondness and growing devotion for her was where his true appeal lay.

Breathing heavily, Sprout stared down at her in abject awe. If there was one thing he’d learned about her, it was that she had an insatiable libido. He’d done things with her - to her, that he never thought he’d be lucky enough to try - sure, he was often exhausted after they finished making love, and he’d only barely been able to walk home once he’d left her hotel room on a number of occasions, but the benefits vastly outstripped the costs. He lifted and rested his fetlocks on her shoulders, forgetting all about what they’d been talking about, while she buried her face between his nuts and the base of his shaft.

She lifted her head, extended her tongue, and opened her mouth, before she froze. “Wait, I have something better in mind.”

Watching as she stood, turned away from him, and carefully stepped back over his supine frame, he quickly realized what she was planning. He’d been honest when he’d told her that he wouldn’t change a thing about her, finding her natural state captivating to a fault, but he’d be lying if he said that the changes she’d undergone didn’t tickle his fancy. Though he’d never mentioned it to her, not wanting to risk offending her in the slightest, he’d always had a particular attraction towards motherly, mature mares with a bit of meat on their bones.

“Mind if I have a seat?” she tittered, swaying her backside tantalizingly over his head.

Peering up at her sopping wet marehood, marveling at how plump and juicy her nethers had become, he nodded. “N…nope, not at all.”

“Be a good little colt and warm me up,” she cooed, gradually lowering herself.

The heat of her loins radiated over his face, the scent of her arousal was like a siren’s song, and he could practically taste her juices, stoking the fires of his lust. He shot forward before she’d finished easing herself down, burying his nuzzle between her pudgy thighs and eagerly lapping at her sex. He’d eaten her out several times since he’d liberated her, reveling in the act of getting her off, yet his enthusiasm on this occasion was remarkably high.

He groaned into the silken, meaty folds of her marehood when she wrapped her lips around his cock. Blinded by the twin, obsidian globes of her rump, he fitfully bucked his hips and drove his length into her muzzle. While it was true that he’d only lost his virginity a month prior, and with her no less, he’d done what he could to learn the best ways to stimulate her.

Lowering his chin ever so slightly, he lipped and tenderly suckled on her winking, sensitive clit. She trembled and tensed against him as her guttural groan crept to his ears, spurring him on and filling him with determination. He couldn’t speak for every stallion in the world, but he took no small amount of pride and sexual gratification in knowing he was able to please his lover. As she drove her head lower, slipping him into the snug, warm confines of her gullet, he extended his forelegs and grabbed her waist.

Chrysalis’ eyelids fluttered and her airway spasmed around his immense endowment while he feasted on her like it was final meal. To say she’d been lucky to find him would be an injustice. Sprout may have had a few shortcomings, being slightly petulant at times, although he had all the trappings of a fine stallion. Bucking back against him, happy to indulge him, she bobbed her head and swabbed her throat.

Seconds passed into minutes as they grew increasingly heated. When one would up the ante, focusing on a weak spot or giving a blissful moan, the other would reciprocate in kind. While not exactly a competition, more of a self-feeding fire of passion, they whipped one another into a frenzy in no time whatsoever. Most of their engagements were like this, needing little more than a wayward glance of a hint of innuendo to drive them into an amorous frenzy, and neither had any complaints about such spontaneous exchanges.

“Mmmmm,” she hummed, unsheathing his length from her maw. “Where have you been all these years?”

Having to push her away and throw his head back, he gasped for air. “W…waiting for a mare like you to trot into my life.”

She hopped up, stepped forward, and brought her backside over his pillar-like shaft. He may not have been a casanova with his one-liners, but his efforts to woo her were too adorable to be denied. Straddling him, smirked back at his nectar-slathered face. He knew where things were going just as much as she did, so she saw no sense in denying them what they both wanted.

Easing herself down, she sat down and smoothly hilted him in her depths. The feeling of fullness he afforded was as exquisite as ever, sublimely pleasant and intense, and it gave her all the inspiration she needed to continue. Rhythmically tensing and relaxing her legs, she extended her wings and began fucking herself on him like a lustful frat mare.

“Does my special little colt like the view?” she teased, leaning forward ever so slightly to allow him a better look at her stuffed entrance.

His eyes never wavered from her tush, awestruck by the contrast of her jet-black hide against her juicy, vividly green interior. “Y…yeah…”

Reaching out and kneading the doughy cheeks of her behind, he thrusted his hips up to meet her descents. How - how in the wide world of Equestria had he been blessed enough to find such an amazing creature? After all the things he’d said and done, nearly having caused a catastrophe that almost took the lives of several ponies, he’d somehow managed to start dating the most incredible mare in the whole world!

Overcome with joy and the physical physical bliss, he hammered into her with everything he had. She felt good, she smelled good, she tasted good - heck, even her oddly resonant voice was enough to excite him! As she bounded and gyrated against him, meeting every of his zeal, he drew a shuddering breath.

Giving him no quarter, squeezing his stallionhood with every upstroke, she peeked back at him. “You’ve been a very naughty colt, Sprout ~ did you know that?”

“M…Mommy,” he sputtered, grasping her hips. “I’m s…sorry, Mommy…”

His pitiful plea stood in direct opposition to his furious rutting, yet the utterly sinful nature of it was enough to destroy what little composure she had left. She came instantaneously, braying out and bathing him in her climactic juices, but she didn’t slow - no, she flew into a frenzy. There weren’t many things that could drive her into a full-fledged rut-lust, yet striking upon a salacious taboo was definitely one of them.

Pounding her ass on him, falling out of sync with his movements, she clutched his stallionhood in a death grip. “Mommy’s going to have to punish you after this…”

“Yes, Mommy!” he mewled. “I’ve been a bad, n…naughty colt!”

Strands of saliva dangled from her chin, her eyes rolled back, and she was driven to the cusp of a second climax in the blink of an eye, as she savored the moment. Though his endurance between the sheets had grown by leaps and bounds, she could already tell that he wasn’t going to last long. The way his stallionhood throbbed, pulsing hard as its head started to swell, told her he had minutes - possibly just seconds to go before he crossed the point of no return.

From an outsider’s perspective, she imagined they must have looked like a pair of mismatched, exceptionally horny animals. While Sprout was smaller than her in height and overall size, his stallionhood tested the limits of her unaltered depths. On and on she went, climaxing another two times and filling the air with her rapturous screams, until things ultimately reached a head.

Fucking her like a beast possessed, he threw his head back. “I’m…I’m getting close, Mommy!”

“Inside,” she howled, yearning to feel his essence flooding into her starved womb. “Cum inside for Mommy!”

Either because he’d been holding himself back or out of sheer coincidence, he came mere moments after she gave her command. His hooves locked onto her waist and dragged her down, ensuring every drop of his essence would be pumped straight into her foal-factory, while she squealed out in ecstasy. It may have been too early to call, only having been with him for less than a month, yet she couldn’t see herself ever tiring of his fiery passion.

Lurching forward and supporting herself on her forehooves, she heaved air into her chest and weathered the cataclysmic pleasure of his breeding. Her vision blurred, her lungs burned, and her throat was hoarse from shrieking, yet she smiled blissfully all the same. In a blissful haze, only vaguely aware of what sounded like a knocking, she looked over as his door opened.

“Sprout?” a voice called out. “Sprout, is everything…”

Seeing Phyllis’ bespectacled face appear, still grinning like a cum-drunk idiot, she tiredly waved at the interloper. “J…just give him a second, he’s -”

The door slammed shut before she could finish, leaving her to listen to the sound of retreating hooffalls from just outside. Craning her neck and looking back, realizing that Sprout had stopped moving, she saw that her lover had apparently passed out after he’d blown his load. With an exhausted sigh, she ponderously pushed herself up, let his softening stallionhood slip free from her depths, and collapsed next to him, but not before magically locking the door and unsteadily levitating his dresser over to bar anymore unwanted interruptions.

Resting against him, basking in the afterglow, she pecked his cheek. It was going to be awkward to face Phyllis again, they both needed a shower, and the bed was in dire need of fresh sheets, but those could wait until after he’d woken up from his impromptu nap. As she wrapped her legs around him and pulled him to herself, holding him close, she drifted off and took contentment from being able to actually sleep with him for a night…

Chapter 1

“New friend patrol - pffft,” Sprout scoffed, obstinately kicking a pebble out from in front of him. “What is that supposed to even mean?”

Trotting through a field to the west of Maretime Bay, he scowled. Ever since he’d lost his job as deputy sheriff, he’d been stuck doing the most trivial, boring duties imaginable. Being a lifeguard at the beach always left him with a nasty sunburn, acting as a tour guide to pegasi and unicorns never failed to give him a headache, and picking up trash was beyond demeaning, but the worst duty he was assigned was by far the new friend patrol. He’d heard the harebrained idea had been Izzy’s and that new friends could just appear anywhere, although he’d yet to find anything even remotely interesting on his long, aimless expeditions.

He lifted his head and shielded his eyes from the midday sun as he continued through the grassland. “When I get back to town, I’m going to - Aaah!”

The ground beneath him gave way, crumbling under his hooves, and he tumbled end over end until he landed ignominiously on his back. Though his fall had been short, the suddenness of it left him heaving air into his chest and staring up at the earthen ceiling above him. He’d known there were caves along the seaside, yet he’d never heard about anypony literally stumbling into one further inland.

“Stupid - Nnnph - Hitch!” he cursed, getting his hooves under himself and pushing himself up.

Dusting himself off, he gave himself a cursory once-over. The good news was that the only thing he’d truly injured was his pride - the bad news was that, upon turning and looking at the hole he’d dropped through, getting back to town might be no easy task. He turned and scrunched his snout, squinting into the gloom while his eyes adjusted.

Spotting a silhouette a stone’s throw away from him, he froze and backpedaled. “H…hello?”

His blood ran cold, his thoughts raced, and he kept his eyes on the mute, dark figure looming in the distance. Whoever - no, whatever was down there with him was far larger than a regular pony. Holding his breath and waiting for a reply that never came, noticing the stillness of the thing before him, he stooped down, picked up a rock, and tossed it at the stranger.

Clack

The figure didn’t budge, giving him some modicum of relief, but it wasn’t until he understood what he was facing that he gave a weary laugh. He wasn’t looking at a creature at all - well, not a living one in any case; he was looking at some sort of a statue! As he trotted forward and craned his neck, getting a better look at the monument, his mind grew filled with questions.

As he’d suspected, the figure definitely wasn’t any sort of pony he’d seen or heard of. Tall, sleek, and with a number of insect-like features, the parody of an equine seemed positively alien. His first assumption was that he had discovered the creation of some eccentric artist, one who may have been just unhinged enough to bury his carving in a sinkhole, but that made less and less sense the more he thought about it.

Trotting around the effigy, he drank in its features. While the statue was definitely odd, it wasn’t unpleasant to look at - in fact, it had a certain charm to it. The monument was most definitely a mare of some sort, having slender curves, broad hips, long legs, and a surprisingly shapely hindquarters, and he found himself wondering whom she was supposed to be. He glanced back to the cave’s opening, reflexively checking to see he wasn’t being watched, before he leaned under the figure to examine its undercarriage.

To his shock, whoever had crafted the figure had gone to great lengths to ensure it was anatomically correct. A pair of modest breasts rested on the figure’s abdomen, and a plump, taut looking marehood lay nestled between the statue’s thighs. He couldn’t say who’d made the sculpture, but he had to salute their attention to detail. Stepping back and moving around to face the strange piece of art, he studied its face.

Perhaps the most bizarre aspect of the statue was how it was posed. Balanced on one hind leg, the figure was immortalized in what appeared to be a lunge toward somepony. He couldn’t say for certain, left to speculate on what the creator’s intention was, but it sure looked like she, whoever she was, was very, very angry.

“Shame your sculptor didn’t have you smiling,” he sighed, standing on his hind legs to caress her cheek. “I bet you’d look even better than you do right now.”

Smiling up at the statue, he stiffened and looked around in dismay. It may have - no, it had to have been his imagination, but he could swear he heard the sound of stone cracking. He whipped around and frantically scanned the walls, ceiling, and floor, fearing he may have triggered a cave-in, before a much louder, much more troubling crunching noise from behind him made him start. He peeked over his shoulder and his eyes widened, as he spotted glowing fissures spider-web across the statue’s frame.

He wanted to flee - stars above, he wished for nothing more than to turn tail and run as fast as he could back to Maretime Bay, but he couldn’t budge. A sickly harlequin light poured from the crevices forming on the figure, making the situation all the more disconcerting, while a cold sweat formed on his brow. He was far from an expert in magic, having only learned that sorcery was real two years prior, but he had a sinking feeling in his gut that whatever he was seeing wasn’t anything good.

Still grappling with merely finding the peculiar statue, he blinked in disbelief when the stone fell away to reveal the glistening black hide of something within the carving. The figure collapsed to the ground and landed with a dull thud, leaving the air still and unsettlingly quiet. Only then remembering to breathe, gawking at the creature sprawled on the earth mere feet from where he stood, he went rigid when he saw it stir.

“Curse you, Twilight Sparkle,” the she-beast weakly seethed. “Your paltry tricks will never…”

Her brilliant, cat-like eyes flew open and it turned its head from side to side. Having no idea what he was looking at, nor where her intentions lie, Sprout didn’t move a muscle. With his heart thundering in his chest, praying that the thing wasn’t going to hurt him, it was all he could do to watch in horror as she gradually rose to her full, imposing height.

“Tell me,” she began, her voice effeminate but sounding wholly unearthly, “are you one of Twilight’s minions.”

Sprout’s mouth instantly went dry and a quake crept into his legs. She hadn’t even looked at him, yet he must have been who she was talking to. Remaining where he stood, feeling faint, he whimpered when she turned and affixed him with her piercing, emerald gaze.

“Speak, foolish pony - speak and I may let you live,” she hissed, baring its fangs at him.

Cowering away and pressing his back to the wall, he clamped his eyes shut. “D…d…don’t hurt me! I’ll tell you anything you want!”

Stepping forward and looming over him, she chuckled. “Of course you will. Now answer me ~ where is Twilight Sparkle and that insipid Starlight Glimmer?”

Cracking one eye open, he looked up at her. “Who?”

“Twilight Sparkle,” she repeated, stomping her hoof, “the infernal alicorn that - wait…” Wheeling around and inspecting the small cavern, it snorted. “Why am I in a cave?”

“I…I don’t know! I was hoping you could tell me,” Sprout timidly countered.

With a sneer on its lips, it whipped around and prodded him with a forehoof. “I’m the one asking questions here. Do you know to whom you are speaking?!”

He shook his head and trembled. “No?”

She balked, looking genuinely wounded, but her surprise quickly turned to one of abject frustration. “I’m Queen Chrysalis, you simpering goon!”

“Queen who?” he croaked. “Wait, does that mean you know Queen Haven?”

“Queen Haven?” she repeated. “There is no Queen Haven in…” she trailed off, her pupils dilating as she looked back to the spot she’d lifelessly rested in. “Where…”

Trying to process everything that was happening, she fell silent. Her last memory was of having victory snatched from her hooves by the Elements of Harmony, the Princesses, and the unified forces of Equestria at large. Tirek, Cozy Glow, and herself had been so close - so very close to reaping their vengeance on those who had wronged them, the detestable creatures that had foiled them time and again, yet it had all amounted to nothing.

In a final act of defiance, knowing she had failed but unwilling to accept defeat, she’d attempted to attack the Princess of Friendship, then the world had gone cold and black. It would have been impossible for her to tell how long she’d slumbered or what had become of her after she’d been thwarted, although she had a sneaking suspicion that something was terribly wrong. Her companions were gone, the sun no longer shone over her, and there was no sign of her foes.

“Is…is everything ok?” the pony quipped.

She cast a baleful eye back at him and snorted. The little earth pony stallion with a crimson coat, white fur around his hooves, and a blonde mane and tail was nothing spectacular, likely some plebeian, but something seemed off about him. Shifting her gaze to his flank, she saw that his cutie mark was only on one of his two flanks.

Only eventually turning her attention back to him, she glowered. “No, but that’s not your concern.”

Her problems were her own and nopony else’s. While she hadn’t the slightest clue as to where she was, the question was eclipsed by a vastly more unnerving concern. Seeing as how she’d lost consciousness from the combined arcane might of Luna, Celestia, and Discord, she couldn’t know how much time had passed since she’d been subdued.

As she went to trot past him, moving toward the exit, he groaned. “Wait…”

She slowed to a halt and menacingly snickered. “You’re either very foolish or very brave to tell me to do anything.”

“I - sigh - can you help me get out?” he murmured, pointing up to the hole he’d fallen through. “I’ll be stuck down here if -”

“Can I help you?” she interrupted with a twisted smirk splitting her muzzle. “While I certainly could help you, that doesn’t mean I will help you.”

Pursing his lips up at her, he held his ground. “I don’t know who you are, what you are, or why you were in this hole in the ground, but I’m the one who let you out. If you want to leave and find this Twilight Sparkle and Starlight Shimmer, you -”

“Glimmer,” she fumed. “Starlight Glimmer.”

“Whatever,” he scoffed. “You can do whatever you want, just don’t leave me down here. It’s bad enough that I’m going to have to explain this to Hitch later, but I’d rather not spend hours trying to get out.”

“Hitch,” she repeated, turning to face him and lowering her head toward him. “Who is this Hitch?”

“Hitch? Gosh - he’s just the most annoying stallion ever! Ever since he went on that adventure with his friends and reunited the earth ponies, pegasi, and unicorns, everything has been awful,” he lamented, beginning to pace. “I didn’t want to deal with Izzy, or Pipp, or Zipp, and now I have to deal with everypony having magic? Come on - can’t I just catch a break?!?”

The vehemence of his words and the tautness in his frame made it clear enough that the little stallion was beyond annoyed, although it was his nonsensical whining that piqued her interest. If he wasn’t completely deranged, rambling about the unification of the pony tribes and acting as if magic was some novel element to existence, he may have just unwittingly given her some useful information. Though she was loath to work with anycreature, much less a pony, she wasn’t so conceited as to abandon what could be a valuable resource.

“What of this Hitch?” she pressed, peaking a brow. “Has he wronged you in some way?”

“Yeah he’s wronged me!” the pony blared. “He took my job, made me the laughingstock of Maretime Bay, and…and he’s just the worst.”

Coyly grinning down at him, she reached out and softly patted his shoulder. “Sounds like he doesn’t appreciate you in the slightest, mister…”

“Oh - uh - Sprout. I’m Sprout Cloverleaf,” he responded, bashfully smiling and extending a foreleg to her.

“Charmed,” she purred, shaking the proffered hoof. “And what, may I ask, brought you to me?”

Withdrawing and rubbing the back of his neck, he blushed. “Well, I kinda just found you down here. I was on - ugh - new friend patrol, and fell down that hole,” he explained, pointing to the opening in the ceiling. “I thought you were a statue at first, but then you just kinda - Boom - exploded out of the stone and started talking.”

“I see,” she muttered, stroking her chin.

His claim sounded outlandish, but it had a ring of truth to it. The Princesses had imprisoned their victims in stone before, having done so to none other than Discord for nearly a millennia, so it wouldn’t surprise her in the slightest if she’d suffered a similar, ignoble fate. Drawing a deep breath through her sinuses, she shivered when a titillating scent struck her.

The ambrosial cocktail of fear laced with the slightest bit of lust tinged the air, setting her nerves alight and making her stomach rumble. Whoever this stallion was, regardless of his petty, likely unjustified grievances with his associates, he was more than a potentially useful guide - he was food. Drawing her forked tongue over her lips, feeling her pupils contract to razored slits, she smiled.

“Hey - um - can I ask you something?” he inquired, looking her over from top to bottom.

Looming over him, she ran a forehoof up his chest and to his chin. “But of course, my sweet.”

“Uh - yeah, o…ok,” he stammered, swallowing hard. “So what are you anyways? I’ve seen ponies with wings and ponies with horns, but you - you’re something totally different.”

It took everything she had not to cackle at the absurdity of his question, yet it lent further weight to her hypothesis. He didn’t know who she was or what she was - meaning he hadn’t the slightest inkling of what she was capable of. Proudly holding her head high, she pressed a forehoof to her chest.

“I am Queen Chrysalis, Matriarch of the changelings and first of my kind,” she stated, “and I may be able to help you get revenge on your enemies.”

“R…really?” he chirped.

“Indeed,” she cooed, dipping her head and bringing her snout to within a hair’s breadth of his nose, “but you have me curious. Sprout, do you find me attractive?”

Shying away, Sprout felt his cheeks darken. “I mean you’re not unattractive…”

His coyness was delicious, the icing on the cake that was his clumsily veiled interest in her. She hadn’t the slightest shred of doubt that his desires, be they conscious or not, had played a part in her liberation, although she wasn’t going to rush things - not yet at least. Like a fine wine, a meal was best savored, relished bite by bite until it was fully consumed. Gradually turning in place, she flicked her head to the side and sent her mane cascading over her back.

“You flatter me, Sprout,” she hummed. “There aren’t many stallions brave enough to speak so candidly with a Queen, much less confess their interest in one.”

Surreptitiously flicking her tail to the side, giving him a fleeting glimpse of her marehood, she closed her eyes when a subtle wave of carnal energy washed over her. Like a bug flying headlong into a spider’s web, he ignorantly slipped right into her clutches. Arching her back and feigning a stretch, she raised her waist and spread her hind legs ever so slightly.

As he gazed longingly at the creature, Sprout’s mouth started to water. Never once - not a single time in his life had a mare displayed herself in such a provocative way to him, yet this changeling was flaunting herself without a shred of hesitation or shame. His eyes wandered over her rear, up her side and long, slender neck, and ultimately settled on her face. She may not have been a pony, but she was definitely alluring - sure, she may have been more than a little scary and intimidating, but she was alluring all the same.

“Forgive me,” she whispered, casting her best come hither look at him, “but being down here for so long has me feeling a bit tense. Would you - oh my…”

Seeing that her focus had shifted away from his face, to something beneath him, he glanced under himself and yelped. He’d been so busy enjoying the sight of her that he’d failed to realize his body had betrayed him. Having slipped from its sheath to dangle in the cool air, his stallionhood gradually hardened beneath him.

“S…sorry!” he squawked, hiking a hind leg to cover his shame.

A bead of saliva crept past Chrysalis’ lips and glided down to her chin, her marehood grew moist, and her pulse started to race. She would have been pleased with a simple meal, but Sprout had much more to offer than just that. Though she’d only seen his endowment for a split second, he was hiding something wickedly impressive. Fighting the urge to pounce on him, she faced away from him and seated herself.

“There’s nothing to apologize for, Sprout. You’re a healthy, undoubtedly virile young stallion, and your reaction is nothing to be ashamed of - frankly, I’m a bit flustered that you’d be so inspired by an old mare like myself,” she forlornly breathed, hanging her head.

“I…” he began and immediately stopped himself.

She definitely didn’t look old, perhaps middle aged at most, but she wasn’t lying about the flustered part. He’d seen excited mares before, almost exclusively in issues of PlayColt magazines, and he could tell from how wet her nethers were that she was as or more worked up than he was. Still feeling more than a little uncertain, not for the least of which reasons being he’d unintentionally aroused the strange bug-horse, he summoned his courage and inched toward her.

“Ok, now I know you’re full of it,” he lightheartedly huffed, prompting her to peer back at him. “If you’re an old mare,” he continued, quoting with a single forehoof, “I’m a monkey’s uncle.”

“I bet you say that to all the mares,” she pouted. “Speaking of which, you should watch your tongue. I’m sure your marefriend would be rather disappointed to find out you were dispensing hollow flattery to somepony you just met.”

Thrusting a hoof at her, he squared his stance. “Joke’s on you, I don’t even have a marefriend!”

The declaration taunted her, teasing her predatory instincts like one dangling a yarn in front of a cat. “You jest.”

He shook his head proudly for a moment, before his expression wavered. “Actually, no, I’m serious. I wish I had a marefriend, but I just haven’t had any luck.”

Taking a step closer to him, keenly aware of her winking, slavering marehood, she locked eyes with him. Being single meant that he likely hadn’t had any relief in quite some time - furthermore, considering his somewhat immature demeanor, relatively young age, and his claim that he was a pariah, she wouldn’t be stunned to learn he’d never shared a bed with a mare before. She reached out, caressed his cheek, and earned another small wave of affectionate energy from him.

“I simply can’t believe you, Sprout,” she breathed. “Attractive, courageous, and, if I might be so bold, exquisitely well-hung? I bet you’re having to fend off mares with a stick.”

As he averted his gaze, his shoulders went limp. “Yeah right…”

She liked to think of herself as a cunning, patient creature, able to spend months on end infiltrating and carefully gleaning information from her enemies, although the prospect of feasting herself on such a succulent little dish was too much to bear. Leaning toward him, she flicked her tongue over his ear. As badly as she wanted to pace herself, there was something she had to ask.

“Tell me,” she whispered, “have you ever bedded a mare?”

He stiffened then angrily sprang away from her. “Not like it’s any of your business, but no! Why would you even ask -”

“Want me to fix that?” she interrupted.

Thrown completely off guard, it took him a second to process what she’d just said. “Here - like right here in the cave?”

“Right here, right now,” she confidently insisted. “Consider it your reward for freeing me.”

“I…I mean, I guess I wouldn’t - Gah!” he cried as a radiant green aura surrounded his body and plucked him from the ground. “H…hey! What are you -”

“Relax,” she calmly stated, levitating him to one corner of the small chamber and seating him against the wall. “Make yourself comfortable and enjoy yourself…”

Staring over at the lanky mare approaching him, Sprout gulped. Was this really happening? Had she been serious about giving him a roll in the hay? Unable to move or look away from her, he watched as she gently spread his hind legs, lowered herself, and steadily brought her snout to the tip of his rapidly hardening stallionhood.

Laying between his legs, she lovingly stroked the base of his length with one forehoof. “I don’t think I’ve ever fooled around with somepony packing heat like this.”

“T…thanks?” he sputtered. “I don’t really - Mmmmmm…”

He bit his bottom lip and quivered as she drew her long, serpent-like tongue up the underside of his shaft. The logical parts of his mind told him to panic, that this was the last thing he should be doing with a creature sporting fangs, but his primordial id and his desire to experience the intimate touch of another overpowered his better judgment. Slowing as she reached the tip of his cock, she opened her mouth and revealed the vibrantly colored interior of her toothy maw.

Whimpering as she wrapped her lips around him, he shuddered. He’d heard that oral felt good, but the stories didn’t do it justice. Warm, wet, and surprisingly soft, in spite of her savage fangs, her muzzle felt incredible. Forcing his eyes open, wishing to commit the experience to memory, he saw that she was watching him while she virtually inhaled his shaft.

Chrysalis coiled her tongue around him and drew a deep breath, readying herself for what was to come. She’d been truthful when she’d told him that she hadn’t fooled around with anypony as exceptionally well-endowed as him, if she didn’t count non-ponies, which made this a first for both of them. Relaxing her throat as she filled her mouth with him, she bore down and forced him into her gullet.

“B…buck,” he croaked above her, his face contorting in bliss.

His reaction would have been enough to inspire any mare onward, but she wasn’t just any mare - she was a changeling Queen. The flavor of his passion accentuated the taste of his flesh against her tongue, thrilling her to no end. Lower and lower she crept, willing herself not to gag, until her nose bumped against his groin.

There was no way he could possibly comprehend it, but he was a veritable feast for her senses. He wasn’t bad looking, his stallionhood was obscenely huge, the hushed whines he made were a symphony, and the banquet he afforded was just the perfect appetizer to what would be the inevitable main course. Wasting no time, keeping her heavily-lidded gaze on him, she reared back, freed the lower portion of his cock, and began sucking him off in earnest.

Though she detested ponies, she would give them one small concession; their equipment was fantastic. Something about the blunt head, somewhat pliable length, and the girthy medial ring of a stallionhood rarely failed to leave her satiated in every conceivable way, and Sprout’s tool was downright godly. Ignoring her flagging tail and the growing ache in her loins, she tilted her head from side to side and swabbed her throat with his length.

The breath hitched in Sprout’s throat, his chest heaved, and he could feel himself slipping closer and closer to his limit. Having only ever known the touch of his hoof to get off, the blowjob was leagues better than anything he’d ever experienced. He winced as she continued, setting his jaw and doing everything in his power to hold himself back, but it was a battle he’d never win.

“I…I’m g…getting close,” he rasped through gritted teeth.

He’d expected her to slow down or possibly even stop, yet she defied his expectations. Instead of relenting, she redoubled her efforts and altered her technique. She pulled back only slightly, freeing the lower-half of his shaft to fixate on the far more sensitive upper portion of his stallionhood, while she lovingly stroked and kneaded the thick root of his length with her hoof.

At best, he could have lasted for a minute or two, possibly a shade longer if he’d honestly tried to distract himself, but she wouldn’t be denied. She sensually moaned around him, shamelessly making a show of herself while pleasing him, and the spectacle flung him past the brink. While his dick throbbed and flared in her snout, he screwed his eyes closed and mewled.

He was no stranger to climaxes - for goodness’ sake, it wasn’t uncommon for him to rub one out every evening before bed, sometimes twice before he eventually fell asleep, yet the orgasm she gave him was mind-blowing. The world spun around him, he felt like he was floating, and he genuinely felt like he may pass out. Awash in ecstasy, he did what he could to ride out the rapturous high while trying not to make too much noise.

With her eyes rolling to the back of her head, Chrysalis eagerly gulped down mouthful after mouthful of hot, rich foal-batter. Try as she might not to waste a single drop of his spunk, cum gushed past her lips and dribbled out of her nose. While she wasn’t concerned with getting a little messy, knowing that a great many stallions actually enjoyed the sight of a mare struggling to swallow a full load of cream, she was awestruck by just how productive he was.

Pulling back as his orgasm tapered off, ensuring she’d wrung his cock dry, she smacked her lips and tittered. “If you don’t mind me asking, do you always cum that much?”

“Heh -” he dreamily asked, looking up at her in a stupor, “yeah, kinda…”

Going to let go of his stallionhood, willing to give him a few minutes to recuperate before she went a second round, she paused when she noticed that his length was still hard. Gazing down at his spectacularly turgid endowment, seeing and feeling that it hadn’t softened in the slightest, she pursed her lips in consternation. Every male she’d ever slept with, without exception, had required some time between bouts of coitus, yet Sprout, though appearing a bit woozy, seemed ready and raring to go.

Glancing up at his face, she found herself at an impasse. She’d sucked him dry in more ways than one, glutting herself on him as if he was a fine cuisine, although he didn’t seem to mind. In the past, she’d typically feed upon a creature and either imprison them in her hive or simply leave them be after they collapsed, both methods being a sustainable way to approach prey, and she almost never gave her carnal needs any thought - that being said, the idea of using him like a living, breathing dildo was too good to pass up.

Buck it - he wasn’t unconscious or completely out of his head, and she didn’t mind doing most of the work, so she saw no harm in taking advantage of the situation. Calling upon her magic, she dragged him off the wall and fully onto the floor beneath her. Given that it was his first time with anypony, she may as well make it memorable.

“Comfortable?” she hummed, adjusting herself and squatting down over the monolith that was his stallionhood.

Sprout absentmindedly nodded. “Yeah…”

Kissing her marehood to his cock-head, she flashed her fangs at him. “Good…”

No sooner did the word pass her lips then she eased herself down and gradually impaled herself on him. The feeling of him steadily filling her was just what she’d hoped for. Intense and staggeringly pleasant, the wondrous sensation made her weak in the knees. Feeding on somepony was all well and good, but it had been ages since she’d indulged herself purely for the fun of it.

Her descent came to a halt when his girthy medial ring met her lower lips. She’d used her metamorphic ability to fellate him, making her jaw and gullet more pliable than they naturally were, but she wasn’t about to alter her depths for him. He’d been kind enough to free her and to be candid with her, so the least she could do would be to let him experience the natural tautness of her depths.

Applying more and more of her weight, growing increasingly annoyed that her treacherous snatch wouldn’t yield to him, she obstinately threw herself down and fully sheathed him. The impetuous, foolhardy move, while successful, wrought devastation upon her. While she had managed to hilt him, she nearly climaxed as the battering ram-like head of his dick smashed against her womb.

“You ok?” he asked, his voice laced with concern.

Shaking her head and keeping her eyes closed, she held still and adjusted to the profound intrusion. “I’m fine. Just give me a moment to - Mmmph!”

Her body was driven upward, a bolt of pleasure surged through her, and she was almost thrown off balance, as the little stud braced his hind legs and bucked into her. His thrust was so abrupt and unexpected that it blindsided her completely, but he wasn’t done with her yet - not by a long shot. Having only just wrapped her head around what had happened, he rolled his hips back and plowed into her a second time.

“Who said you could - Aaaahn!” she loudly groaned.

His second thrust was followed by a third, a fourth, and a fifth, until he was steadily rutting her from below. She’d had every intention of riding him until she was satisfied, even if he passed during what she’d assumed would be a one-sided exchange, yet he’d somehow found the strength to take a more active role. Lurching forward and slamming her forehooves to either side of her head, she glowered down at him.

“Stop this instant,” she chided.

To her shock, he did as she’d asked. “I didn’t hurt you ~ did I?”

Her jaw flapped uselessly while she attempted to find her voice. His sincerity was irrefutable, as was the wounded look in his eyes, which left her at a loss for words. He didn’t know her, what she was, or the things she’d done, yet he was worried about her. Looking away from him, awash in an unfamiliar cocktail of emotions, she shook her head.

“No…” she finally, albeit hesitantly admitted.

Rubbing her foreleg, he smiled. “Do you want me to keep going?”

“I…” she faltered.

Her outburst had been brash and unwarranted, so much so that she regretted snapping at him, but what was she supposed to have done? She was a Queen - the Queen of the Changelings, and he was just some random, completely forgettable, big-dicked pony! She wasn’t supposed to let him see her in a vulnerable state, yet the hoofful of thrusts he’d delivered had been nothing short of heavenly.

Keeping her eyes on the ground, refusing to look at him, she gave an almost imperceptible nod. “Yes…”

“Ok, just tell me if you want me to stop,” he gleefully noted. “I’ve always wanted to try this.”

“Try whaaaaa - Oh buck!” she howled as he began pounding into her.

He was half her size, hadn’t the slightest bit of magical power, and couldn’t have been more than a small fraction of her age, yet the rapture he delivered was the definition of insanity. His stallionhood beat against her cervix with every plunge, his balls leapt up and slapped her ass, and he grunted like a beast possessed. Somehow, as unthinkable as it was, his drowsiness had been replaced by a level of zeal that even an alicorn would struggle to attain.

“H…how are you…” she stuttered.

The overwhelming onslaught of bliss she weathered made it impossible for her to speak, but she wasn’t about to throw in the towel. Compelled by nothing more than her pride and pettiness, she rallied her strength, got his timing down, and drove her ass down to meet his bucking hips. She had centuries of experience in the bedroom and hundreds of carnal conquests, so she’d be darned if she was going to be bested by a simpering neophyte.

Though he’d been a virgin until several seconds prior, Sprout had read extensively on sex. From the various positions that a couple could do the deed to how to pleasure a mare, he’d spent a decent amount of his free time preparing for this exact moment - nevertheless, all his research went straight out the window. Driven by little more than his natural instincts, he plowed her with reckless, fanatical abandon.

Desperately attempting to keep pace with him, she hung her head. “S…slow down…”

She hated herself for uttering such heresy, but she couldn’t - wouldn’t be brought to her knees by a pedestrian earth pony. Fortunately for her libido but unfortunately for her pride, he either ignored or didn’t hear her plea. A familiar heat welled within her abdomen, her legs trembled, and her heart beat wildly in her bosom, until the blinding light of ecstasy consumed her.

The climax which struck her was singular, easily one of, if not the most powerful she’d ever experienced, and it almost caused her to black out. It was all she could do to hold herself up and breathe - even then, she felt like she could collapse at any moment. Her blissful wail, the deluge of nectar which spurted from her spasming marehood, and her shivering did nothing to deter him.

Altering the angle of his thrusts, he laid siege to her womb and tender g-spot. He felt sure he was hitting her sweet spots, judging from the baptism of marish juices coating his thighs and groin, which pushed him closer to his limit. Under normal circumstances, he’d take it easy after blowing a load, although the circumstances were anything but normal.

Pushing his body to the limit, heedless of the fact that he was skyrocketing toward another climax, he went all out. The muscles in his legs burned, he’d never been more turned on in his life, and he was grateful beyond what words could say, yet he knew exactly how he could show his thanks. With her face hovering just in front of him, inches away, he shot forward and locked lips with her.

He would never have guessed that a simple kiss would have get a profound reaction from her, yet she brayed into his muzzle and came with all the force of a tsunami. The deluge of nectar that gushed from her convulsing depths was the straw that broke the camel’s back, driving him past the point of no return. Giving her one final, unstoppable plunge, he sheathed himself in her velvety confines and erupted.

As her eyelids fluttered, on the very precipice of oblivion, Chrysalis was barely able to cling to the waking world. The outpouring of affection she felt from the little stallion was astonishing, the stuff she dreamt about when she prowled Equestria to feed, and it was beyond gratifying. Draping herself on him, falling still and silent, she panted and fought to recover.

“H…hey,” he rasped beneath her, patting her side.

Exhausted though she was, she turned her head to look at him. “What…?”

“So - uh - if you don’t have anywhere to stay tonight, do you want to crash at my place?” he murmured, looking just as spent as she felt.

“Sure, whatever…” she wheezed, too tired to argue.

She did need a place to rest her head, she wished for nothing more than to sleep, she was in desperate need of a shower, and she still had a lot to think about. If her assumption about the world was correct, Equestria was a different place than it used to be. Basking in the afterglow of the best lay she may have ever had, she softly groaned to herself. Sprout could definitely be useful, especially if she could continue using him as a food source, so it wasn’t the worst idea to stay on his good side - for now…

Chapter 3

“Wanna try some?” Sprout asked, offering the oversized cup over to Chrysalis.

Eyeing the mango smoothie in the stallion’s hoof, Chrysalis peaked a brow. “I’m perfectly content with mine…”

She shifted her focus from the smiling, contented stallion to the ponies coming and going from the neary smoothie stand. The sun shone brightly overhead in a cloudless sky, the temperature was warm but not oppressive, and the denizens of Maretime Bay all seemed to be in good spirits - still, she wasn’t what she’d call comfortable. It wasn’t that he’d asked her to join him for a trot through town that bothered her, nor was she ill at ease for having the occasional, curious glance cast in her direction - no, she was uneasy because she was in her natural, unconcealed form.

Being walked in upon by Phyllis in the throes of passion would have been awkward in and of itself, yet that juncture had set off a chain reaction that put her in a rather precarious situation. Sprout’s mother was remarkably shrewd and admittedly a bit xenophobic, having always had certain preconceptions about non-earth ponies, so explaining why a large insect-like creature had been having its way with her son would have been impossible - worse still, she’d run off and fetched the sheriff immediately after getting an eyeful. While she’d been fully prepared to declare outright war after the incident, finding herself facing Hitch and his motley crew of diverse companions, she’d been spared from having to raze the seaside village and all who dared confront her.

Her eyes drifted back to Sprout and studied him. Despite having been drained in more ways than one, barely able to stand at the time, the intrepid stallion had stumbled to her defense and more than likely saved the would-be heroes of his new Equestria from her wrathful, completely justified obliteration. Until that moment, seeing him putting himself in harm’s way purely for her, she’d only considered him a coltfriend in name alone, yet his selfless chivalry, paired with the fact that he was already considered an outcast by many in town for his dubious past actions, had made her reconsider what he truly meant to her.

Peering up and across the table at her, he wiped his cheek. “Is…is something on my face?”

She shook her head and looked into his eyes, feeling the corners of her mouth turning up. “No.”

It wasn’t long after that excruciating, awkward conversation with Phyllis, Hitch, Sunny, that annoying unicorn and the pair of royal pegasi that all of Maretime Bay knew there was a changeling in their midst - even if nopony save herself and to a degree Sprout understood what that meant. One immeasurable benefit to having spent several hundred years as a statue was that none of the soft-headed, colorful little ponies had any idea what she was or what she was capable of, so she’d done what any reasonable matriarch in her position would have done in her position - she’d lied through her teeth and painted herself as an innocent, completely harmless creature. Though it had taken a bit of convincing from her, as well as some supportive backup from Sprout, she’d successfully convinced everypony that she was completely harmless and the victim of a spell gone wrong in the past.

There were ponies who looked at her with suspicion, likely due to her comparably large size, piercing eyes, gnarled horn, and fangs, but nopony had been bold or idiotic enough to directly confront her or cause her any problems. Thus far, over the weeks following her ignominious reveal, the worst she’d gotten were a few curious questions from townsponies. Taking a long draught from her smoothie, continuing to scan her surroundings, she grimaced when a frustratingly familiar figure came trotting in her direction.

“Great…” she grumbled, bracing herself for another unplanned and wholly unwanted session with Maretime Bay’s champion of inclusivity.

Without a care in the world, heedless of or ignoring the frown splitting her muzzle, Sunny stopped beside the table and beamed at her. “Good morning, Chrysalis.”

“‘Morning,” she huffed.

There were a number of things she wanted to say, yet she bit her forked tongue. Sunny was, so far as she could tell, the spiritual successor of Twilight Sparkle in a great many ways. The mare had unified the pony tribes, returned magic to the land, and had a downright fanatical fascination with the old world, the one she’d lived the majority of her life in, so it was in her best interests to play nice. Reclining and setting her cup down, she braced herself for what would almost assuredly be another headache-inducing interview.

“If you don’t mind,” Sunny began, pulling a chair up to the table and seating herself, “I had a few -”

“Questions, yes, I know,” she lamented.

Undeterred, the mare retrieved a journal and pencil from her saddle bag. “Exactly! So I wanted to ask about the alicorns this time; you said there were only four of them?”

“Five if you count Flurry Heart,” she corrected, “though I’m not sure if Twilight could be considered a genuine alicorn. Unlike Celestia, Luna, and Cadance, Twilight wasn’t born an alicorn.”

“Interesting,” Sunny hummed, furiously scribbling down notes. “And she was a unicorn before she became a Princess?”

Chrysalis sighed, practically feeling a blood vessel threatening to burst in her brain, and clamped her eyes shut. “Yes, she was a stu…” she trailed off, only just stopping herself from speaking her mind. “She was a stupendous unicorn before her ascension. Before you ask, no, I’m not sure of the specifics of her metamorphosis, although I believe it had something to do with the elements of harmony and her idio - Ahem - idiosyncratic friends…”

Looking back and forth between the two mares, Sprout listened to the discussion with passive interest and readied himself to intervene if need be. Chrysalis was an absolutely wondrous marefriend, incredible in more ways than he could count, but she wasn’t without her faults; aside from being a bit short-tempered, she could be slightly pushy with ponies she didn’t wish to deal with, but he adored her all the same. Placing his drink on the table, he grabbed the seat of his chair and slid closer to his lover.

While he’d been mortified at the time, being caught in the act of making sweet love to Chrysalis had come with a silver lining. Now that everypony in town knew about her, she didn’t have to conceal her true identity or hide who she was, but that wasn’t the best part; the best part was that his mom, after a bit of convincing and pleading, had allowed her to stay with them. All things considered, other than his embarrassment, things couldn’t have turned out better than they had.

The only tricky part, the thing he’d been doing his best to address, was helping Chrysalis integrate and get along with everypony. He’d had more than a few ponies come and speak with him about her, each of which being too intimidated by her to talk to her directly, and he’d told them all the same thing - that she was, while not a real pony, a good pony at heart. Leaning over, he extended a hoof toward her.

“Oh Celestia was quite rotund - portly even,” Chrysalis laughed, “but what would you expect from a mare who sat in a castle eating cake all - what are you doing?”

Caressing her thigh, Sprout grinned. “Nothing.”

The barest smirk split her muzzle and her eyes lingered on him for a moment before she continued. “Like I was saying, Celestia was a layabout who’s duties included raising the sun and raiding the royal larder at any given opportunity, while Luna skulked about in her room and invaded ponies’ dreams at night.”

“That’s…huh…” Sunny grunted, knitting her brow. “I would have thought the Princesses would be more important.”

“Oh not in the slightest - in fact, they often sent their underlings, the Pillars of Equestria and the Elements of Harmony many centuries after, to do their bidding and fight their battles for them,” Chrysalis snickered. “Far be it for me to make any suggestions regarding your historical research, but there were much more accomplished leaders in the past than the Princesses.”

With her eyes alight, Sunny stared up at her. “Like you?”

“I…” she fell silent, taken aback by the sudden question.

Before she could formulate a response, the inquisitive mare pressed the assault. “Judging from the way you talk about the alicorns, I’m guessing you took a more direct approach?”

“Yes,” she admitted, lifting and peering into her cup. “I orchestrated every action of my hive from the front, be it in battle or with espionage; it’s the only reason we survived as long as we did.”

“Sounds like you really cared about them,” Sunny softly remarked.

She gave a faint nod as her thoughts drifted to a bygone era. “I did - I always did. They could be a hoofful to deal with, always in need of this or that, but I never abandoned them…”

The mare’s joyful expression waned and she set her pencil down. “If you don’t mind me asking, do you have any idea what happened to them - you know, after that spell backfired and you got turned to stone.”

“I’d presume they’d eke out a living somehow,” she mirthlessly chuckled.

The memory of Thorax’ selfless transcendence and the hive’s evolution opened old wounds, yet the knowledge that her kind had likely prospered for ages offered some modicum of comfort. She may never learn what happened to her offspring, the creatures she’d fought for centuries to protect and nurture, but perhaps that was for the best. Though it pained her to admit it, evoking a regret that tore at every fiber of her being, her brood had only truly prospered after she’d forsaken them and labeled them as traitors.

Extending a foreleg across the table, Sunny caressed her hoof. “They may still be out there. Equestria’s a big place and -”

“No,” she interrupted. “Even if there are other changelings in the world, my place wouldn’t be among them.”

“I wouldn’t say that, but I can see why you’d be reluctant,” Sunny whispered. “I don’t know what I’d do if an alicorn Princess just showed up at my doorstep.”

Unseating herself and getting to her hooves, she gazed down at the little mare. “Sometimes the past belongs in the past; that may be a bitter pill to swallow, but it’s true. While the past was full of wonders, it was home to terrors and monsters as well.”

Slipping from her chair, Sunny scrunched her snout. “Well that’s not very comforting. Were there any that we should worry about?”

Though she was sorely tempted to tell the truth, that the ignorant pony was facing one the largest menaces that Equestria had ever known, she refrained. “I believe any ne’er-do-wells would have long since expired by now, save possibly one - regardless, heed my words carefully and be cautious with your investigation. Some things are best left forgotten.”

She left without saying a word, her appetite gone and mood darkened by the exchange, and trotted in the direction of the beach. It was difficult to fully comprehend how much the world had changed in her absence, and she had as many or possibly even more questions than Sunny. Everything she had loved or loathed was gone, leaving her adrift in uncharted waters.

The sound of cantering hooves from behind her caused her to turn. Clumsily cradling two cups in one foreleg, Sprout rushed up to her side. Though she hadn’t wanted to be disturbed, simply wishing for a taste of the bittersweet solitude of which she’d grown so used to, the sight of the little stallion warmed her heart.

“You forgot your smoothie,” he groused, lifting and nodding to one of the drinks he carried.

“It’s fine, Sprout,” she murmured.

He opened his mouth to reply, to ask why she’d left so suddenly, but he remained mute. He couldn’t say exactly what was wrong, but something had clearly touched a nerve with her. Moving off the boardwalk and onto the beach at her side, he ruminated on what had just happened. It wasn’t uncommon for her patience to run thin with practically anypony - heck, he’d seen her all but literally snap at ponies in town before, but this felt different.

As he passed by and glancing to several families enjoying the sun, listening to the sound of softly crashing waves and foals playing with their parents or siblings, he glanced up at her. Her expression was unreadable, almost like it was set in stone, which did nothing to help his predicament. While he was reluctant to press her on the issue, realizing he may well make things worse by prying, he cleared his throat and drew her eye.

“Hey - um - do you want to talk?” he inquired.

“About what?” she countered.

He closed his eyes and gave himself a moment to collect his thoughts, praying he wasn’t about to make a mistake. “About what happened back there.”

Moving around a rock, she continued onward and to a more secluded area of the beach. “No…”

“Alright,” he breathed.

Looking away from him, if only to avoid seeing his sullen expression, she stifled a groan. She hadn’t meant to sound harsh, and it wasn’t like she’d intended on making him feel bad, yet she’d apparently done just that. Spying what appeared to be a pod of dolphins in the distance, she motioned to the sea.

“I’ve been meaning to ask, but are there seaponies or hippogriffs in this age?” she asked.

“If by seaponies you mean sailors, yeah,” he noted, following her gaze. “What’s a hippogriff?”

She slowed as they approached a small, desolate bay and turned her attention to him. “Hippogriffs are - were creatures that could shift forms.”

“Oh! Like a changeling?” he chirped.

Unable to keep herself from snickering, she shook her head. “Hardly. Their transformative abilities were relegated to either being on the land or in the water.”

He stopped and gawked up at her in disbelief. “Hold on - you’re telling me they could somehow swim, trot, and fly? How in the world could they do all that?”

“You see - buck it. It’ll be easier just to show you,” she moaned, waving for him to step back. Engulfing herself in harlequin fire, she instantaneously metamorphosing into the spitting image of Queen Novo. “This is what a hippogriff’s terrestrial form looks like,” she remarked before changing yet again, “and this is the aquatic one.”

With his curiosity piqued, he inched closer. “Turn back into the first one.”

She did as he asked, shifting back into the winged, chimeric variety of hippogriff. “Let me guess, you’re wondering about the beak?”

“Yeah,” he marveled, tentatively caressing her feathered wing. “It’s like they’re part bird and part pony.”

“Just so,” she remarked, reverting to her natural state. “I believe the name is a portmanteau of griffon and something else - possibly an ancient word for pony.”

“And a griffon is…?” he let the question hang, expectantly gazing at her face.

She rolled and closed her eyes, yet a trace of her smile remained. “Are there any sapient creatures besides ponies left in this realm?”

“Well Hitch did find that dragon egg a while back -” Sprout rebuked, “plus, like Sunny said, Equestria is a big place. There could be hippogriffs, griffons, and even more changelings out there!”

The mention of her species stung and immediately robbed her of what little amusement she’d gotten from his naivete. “Perhaps…”

“If you ever did change your mind, I could help you look for them,” he noted. “It could be an adventure!”

Gnashing her teeth, trying and failing to hold back her welling ire, she finally snapped. “And what if we did find them? They’d have no idea who I am, I’d have nothing in common with them, and they’d likely be just as confused about my appearance as you were when you found me!”

He paused and, though it was a struggle, held her gaze. “But you’d still be one of them.”

“No I wouldn’t!” she raged as the dam holding back her anger and sorrow broke. “Even before I was imprisoned, I was the last of my kind - the only true changeling left!”

His knees threatened to buckle, there was a tightness in his chest, and his instincts pleaded for him to run, yet he remained where he stood. “Does this have anything to do with Thorax or Starlight?”

She balked as the rage threatening to consume her was momentarily smothered by confusion. “How do you know those names?”

Staring into her hate-filled eyes was the hardest thing he’d ever done, an order of magnitude more difficult than apologizing to Sunny for the destruction of her family home. “You’ve said them in your sleep. I’ve only heard you mention either of them a hoofful of times, but you sounded like you were mad at them.”

“Mad is an egregious understatement,” she hissed.

Sensing that the inferno that was her ire had diminished slightly, he forced a smile. “I don’t know who they were, but they’re gone now; they can’t hurt you anymore.”

She should have taken comfort from his assertion, having told herself the same thing more times than she could count since she’d been freed, yet hearing it from somepony else struck a chord of deep, soul-crushing anguish. Her pride had fueled her hatred of both Starlight and Thorax for years, consuming her completely, yet she knew - she’d always known, that all they’d wanted to do was to help her. Sinking to her haunches, she looked away from him and cast her gaze out to the sea.

Pain was an old friend of hers, she’d endured it more times than she could count over the millennia, yet the torment of accepting what she’d done, that she’d thrown away her brood, her home, and the chance for a better life purely out of spite broke her. Tears rolled down her cheeks, her lungs burned, and she could practically feel her heart being torn asunder, while a lifetime of regret consumed her. She was lost, adrift and broken in a world not her own, and it was the first time she’d ever truly felt lost.

“Hey,” Sprout whispered, inching closer and reaching up to pat her shoulder, “it’s ok…”

“It’s not ok,” she barked, yet her fury was dead.

Easing himself down beside her, he ran his hoof up and down her back. “I know it’s not ok now, but it will be ok.”

She leered over at him and willed herself to snarl. “How?”

“It’ll be ok if you want it to be ok,” he answered. “The ponies in Maretime Bay might need some time to get to know you, but they’re a decent lot. Between them, the pegasi, and the unicorns, I’m sure we could help you get your hooves under yourself - besides, it might not be much, but you have me.”

What he’d said was the simplest thing in the world, so obvious that it should have been galling, yet the profoundness of his claim rocked her to her core. She didn’t deserve forgiveness, she’d spit at a chance of redemption before, yet some cosmic force or divine power had taken pity on her for a second time. Throwing her forelegs around him, she buried her face in her neck and quietly wept.

“It’s ok,” he breathed, holding her and returning her embrace. “I promise, it’ll be ok…”

The comfort he afforded was a soothing balm to her self-inflicted wounds. Even if she could have spoken, there were no words that could convey the gratitude she felt for him and everything he’d done for her. He’d liberated her from what could have been an eternal prison, he’d shown her hospitality that she’d only ever received from manipulation, and he’d laid his neck on the line for her, a creature he’d only recently met, without asking for a thing in return.

Eventually, as minutes slowly passed, the deluge of her emotional outpouring tapered off and was replaced by a subtle numbness. She still felt awful, more exhausted than she’d been in recent memory, and she was absolutely certain that she must have looked terrible, yet she felt lighter - as if an immeasurable burden had been lifted from her. Releasing him and rocking back, she sniffled.

He kept a hoof on her foreleg, not willing to let her go, and peeked up at her face. “Feel a little better?”

Throwing her head from side to side, she wiped the tears from her face. A sliver of who she was, the hate-filled changeling she’d been for most of her life, urged her to yell at him, to berate him for asking something so stupid, but she wrestled her malicious side into submission - not because she could, not because it was pleasant, but because she was going to have to change herself if she ever wanted to find happiness and peace. Her life had been a trial since she’d stepped hoof into the world, a never-ending fight for survival that had led her down a dark path, and now she had a decision to make ~ did she want to continue down a road to damnation and scorn or would she rather open her heart and place her trust in somepony other than herself?

“No,” she finally replied, looking him in the eye. “Sprout, I need to tell you something…”

Cocking his head to the side, he quirked a brow. “Tell me what?”

There were a number of things she needed to do, but there was one that took priority over the rest. Sprout had been nothing but candid with her, telling her about how he’d become drunk with power and nearly killed Sunny and her friends, and it was time to return the favor. Though there was a possibility that she would jeopardize her relationship with him, she had to confess her past sins and be honest about who she really was.

It was with a heavy heart that she recounted her past, the evils she’d committed and all the terrible things she’d done in Equestria. From nearly derailing the wedding of Shining Armor and Princess Cadance to the apocalypse she, Cozy Glow, and Tirek had all but created, she spoke of her atrocities without leaving out a thing. He listened intently all the while, only stopping her to ask for clarification on certain details he couldn’t possibly have known about, until she eventually fell silent.

Not having the strength to look at him, she hung her head in shame. “Now do you understand why you found me in such a state?”

He stayed quiet for several seconds, digesting the wellspring of information she’d unloaded upon him, before he finally spoke. “I won’t tell anypony, I promise.”

“I…I wouldn’t ask that of you,” she mumbled. “The ponies of Maretime Bay have every right to know whom is in their midst.”

“No. No they don’t,” he steadfastly insisted. “The mare I rescued from that statue isn’t a monster. If you want to tell ponies about the things you’ve done, fine, I won’t stop you, but that’s not you - not anymore. Even if I did believe you, which I am having a very hard time doing, it’s not like you’ll make the same mistakes again!”

Extending a foreleg and brushing a lock of mane from his face, she peered down at him. “And what makes you so sure?”

He grabbed her hoof and clasped it to his chest as he stared into her eyes. “Because you’re my marefriend and I won’t let you!”

Tears formed in her eyes, her heart fluttered, and her throat constricted, though not from woe. She’d had many grand aspirations over her life, from starting an empire to conquering the world, yet finding somepony special, somepony who actually cared about her and yearned to be with her, was something she’d overlooked. Hope and unfettered joy drowned out her fear and dread as she threw herself upon him.

The shock of her spontaneous passion took him by surprise, allowing her to knock him off balance and onto his back, but he ultimately reciprocated. His arms crept around her back, holding her to himself, while she locked lips with him. While he couldn’t fully understand all the things she’d gone through, lacking context for a great many things in her past, he was elated that he’d made her feel better.

As her long, sinuous tongue tried to force its way into his muzzle, he pulled back while pushing her up by the shoulders. “You aren’t going to keep being evil ~ are you?”

“No,” she purred, gliding a hoof down his chest and to his hip. “Maybe.”

He gnawed his lower lip, realizing things had taken an unexpectedly amorous turn, and had to force himself not to succumb to her whiles. “I mean actually evil - like enslaving Equestria and stuff.”

Bringing her hoof to the base of his shaft, a shaft that was rather rapidly hardening, she giggled, leaned in, and drew her tongue up his cheek. “You said that you wouldn’t let me be bad ~ did you not?”

“Y…yeah…” he replied with a shiver.

“I hope you know that I’m going to keep your hooves full,” she continued, dragging herself down his body, “prettycolt…”

While she was completely aware of how inappropriate she was being, teasing him after having an existential crisis, this was the best and possibly only way she could cope. It may have been wrong to indulge at such a time, and she would have felt bad about spontaneously groping him out in the open where anypony trotting by could see, but he didn’t seem to mind - not if his swelling endowment was anything to go by. Sliding down his supine frame, she brought her muzzle to his loins and pressed her nose to the musky folds of flesh between his shaft and ripe, heavy balls.

His scent, the heat and weight of his colossal length resting against her face, his intoxicating affection for her - everything about him was perfection made manifest, though that wasn’t necessarily a good thing for him. If he was comfortable devoting himself to her, ensuring she was cared for and well-fed, that was fine with her - nevertheless, she hoped he knew what he was signing up for. Committing one’s self to a changeling was no easy task, but committing one’s self to a changeling Queen was a feat few if any stallions could accomplish.

Sprout whimpered as she coiled her tongue around the root of his cock and peeked up at her. Holy heck, he might be in a bit of trouble. While he was elated that he’d managed to lift her spirits, even with all the very questionable history she apparently had, he had a sinking feeling that keeping her well-behaved was going to be an ordeal. Praying for strength from any deity who may be listening, he gulped when she turned her head, opened her maw, and gingerly placed her fangs against his shaft.

‘Please don’t bite, please don’t bite, please don’t bite,’ he thought to himself, feeling a cold bead of sweat roll down his temple.

He doubted she’d do anything to hurt him, considering she’d never done so in the past, yet just knowing the harm she could do was enough to spike his arousal with a healthy dose of concern. She closed her jaws around his length, giving him a pristine view of her savage teeth, and ran her head up to the head of his dick. Sleeping with any mare would have been a dream come true, although he may have misspoken earlier; his marefriend, as much as he loved her, was a monster - a sexy, affectionate monster, but a monster nevertheless.

He had no way of knowing if other mares were as passionate as she was, since she was the first creature, pony or otherwise, he’d ever gotten intimate with, though his gut told him that her sex drive was in a league all its own. Before she’d moved into his house, occupying the guest room that was just down the hall, they were getting frisky at least once a day - now that they had access to each other almost constantly, that number had jumped dramatically. As she pushed herself up on one forehoof and wrapped her lips around the tip of his length, he was shaken from his thoughts when he heard the merriment of beachgoers just out of sight.

“I…I don’t - Nnnnph,” he croaked as she lowered her head and massaged the underside of his cock with her tongue.

They were only a few dozen yards away from anypony enjoying themselves at the seaside, putting him in a very delicate situation. On one hoof, he should have told her to stop and reminded her that they could be caught at any second - on the other, there was something undeniably thrilling about being naughty out in the open. Torn with indecision, he licked his lips and reached down toward her.

She eyed him, steadily withdrew, and freed her muzzle with a soft pop. “Are you going to stop me? Don’t tell me that - Mmmph?!”

The only thing he stopped her from doing was taunting him further, as he grabbed the base of her skull and drove her head toward his groin. He still didn’t know everything about her - for pete’s sake, she’d just revealed she’d been an honest to goodness villain, but he knew just how to keep her quiet. He smirked at her as he braced his hind legs, bucked his hips, and sank his length into her spasming throat.

With her eyes rolling to the back of her head, she allowed him to rut her muzzle. His lack of carnal experience and admittedly servile nature made it very rare for him to dominate her, almost always leaving her to take the lead with bedroom affairs, yet her constant coaching and cajoling were beginning to bear fruit. Gagging around him, braced on one foreleg, she threw her free forehoof back and to her aching, slavering loins.

She wouldn’t have guessed that her morning would take such an impassioned turn, especially because her meeting with Sunny had been unfortunate, but she wasn’t about to complain - as a matter of fact, a heaping helping of his hot, creamy seed would be even better than the smoothie she’d been drinking earlier. Stroking her winking clit, she gave a choked groan of delight. Yeah - this was definitely what she needed to take her mind off dreary matters.

Effectively using her head like a sex toy, making her throat bulge with every plunge of his shaft, he gradually increased his pace. To get face-fucked by any stallion was a treat, but to get her gullet mercilessly ravaged by such a godly stallionhood was one of the few things she fantasized about. As she inched closer and closer to release, her marehood angrily seized upon itself while her prolific ovaries went into overdrive.

She’d only used him for substance and companionship thus far, neither wishing nor needing to sire any offspring with him, though that was going to change. If he truly wished to be with her, to protect her and stay her hoof from the path of evil, he was going to have to prove his paternal worth. While she wasn’t going to surprise him with a brood of several dozen grubs, a mere two or three couldn’t hurt anything.

Waiting until he neared his limit, feeling him flaring and stretching her esophagus, she threw herself back and unsheathed his pulsing length from her muzzle. She had to act quickly, realizing he’d either be concerned, upset, or both at her abrupt change of pace, so she did just that. Lowering herself to the sand and rolling to her back, she splayed her hind legs and beckoned to him.

Gawking at her presentation and the glimpses of her vividly-colored, succulent interior, Sprout scrambled to his hooves and stepped over to her. He’d been on the very cusp of release, teetering on the threshold of a climax, but she’d made it obvious that she’d rather have him finish somewhere other than her gullet. As he stepped over her, getting into position, he stopped dead when he was stricken by an idea.

“So you’ve been a bad mare ~ huh?” he chuckled, grabbing her right fetlock.

Nodding up at him, she hummed. “Very bad. Are you going to punish me?”

Taking hold of her right fetlock, he leaned forward and drove her hind legs to either side of her head. “Maybe, but only if you say you’ve been a naughty little mare.”

Raising her hips and grinding her sopping-wet snatch against him, she took a shuddering breath. “I’m a naughty little mare…”

“Louder,” he breathed, dragging his shaft forward and back over her pussy.

“I’m a naughty, bad little mare who desperately needs to be fucked into submission by my well-hung stud of a coltfriend,” she bleated, looking down her chest at his magnificent cock.

Quietly laughing to himself, he rolled his hips back, kissed the crown of his dick to her entrance, and plunged into her. The intrusion, as always, was glorious and enough to make her cum instantly. She’d never mentioned it to him before, hoping to save it for a particularly special occasion, but being held down in a mating press was one of, if not her favorite ways to get railed. Gushing around his length, filling her lungs and preparing to howl out in ecstasy, she was quieted when he shot forward and drove his tongue into her maw.

Though she was in the throes of ecstasy, his fiery kiss evoked a second, even more powerful climax. Squirming beneath him, unable to freely move, she brayed into his muzzle. There should have been no way for him to overpower her, being weaker than her in every way imaginable, yet the sensation of his stallionhood pressed to her starved womb did just that.

Without breaking the kiss, having only taken a second to steady himself, he started to plow her like she was a verdant field in spring. She could have lived a long, very satisfied life just by having his love and devotion for her, making his divine equipment and dashing good looks the icing on the cake. With the progress he’d been making with amorous matters, learning all the ways to please her at a staggering rate, she may possibly end up being the one conquered between the sheets - a prospect that excited her to no end.

Slipping his head to the side and pulling his tongue from her snout, he draped his head on her shoulder and hammered away at her. She moaned like a beast possessed, her voice mingling with his grunts, and clenched her marehood around his pistoning length as another climax drew nearer. If ever there was a mere pony who could win her over and claim her, it was him.

Sprout smirked when she was hit with another orgasm, savoring her quivering depths and the sweltering spray of her nectar on his loins, but he didn’t slow - if anything, he rutted her harder and faster than ever. If regularly screwing her brains out would ensure she didn’t go off and become so megalomaniac hellbent on world domination, he’d do just that - at least that’s what he told himself. Truth be told, he loved their passionate bouts as much as she did, making them a near-perfect match for one another.

Lost to his rapturous thoughts, musing on what the future may hold for them, he brought his muzzle to her ear. “Want to start a family?”

The question, while simple, drove her mind into an outright frenzy. No way - there was no possible way he’d been insane and audacious enough to ask her to sire a foal with her! They’d only known each other for a few months, she’d just admitted to being a menace to the world, and they were different species - even so, she could feel the sincerity of his request, of his desire to settle down and spend the rest of his days with her. Though she tried to reply, to tell him she’d gladly become his personal foal-factory, all she could do was scream in delight.

Deep within her accosted womb, a trio of fertile eggs drifted from her ovaries. She could produce dozens of ovum at a time, enough to birth a small contingent of grubs, yet the three would suffice for now. Should he be a fine father and wish for more young later, she’d gladly accommodate him - for now, a small hoofful would be enough to start the ball rolling.

She weathered another six or seven orgasms by the time he reached his limit, drenching the sand under her in her juices. Practically pulling out of her, keeping just his cock-head buried in her snatch, he gave a final, mighty plunge. Her cervix yielded to him, allowing him entry to her womb, although it quickly constricted around the flaring tip of his stallionhood. She may have let him in easily, but she was going to make sure that every drop of his precious seed would be put to good use.

As Sprout whimpered in her ear, fitfully bucking and twitching against her, he was overcome with the most rapturous euphoria. He initially thought he was simply suffering from the effects of a darn good climax, though there was something more to it than that. While he dismissed the notion as crazy, realizing there was no way it could be true, his gut told him that there had been something different about this occasion.

Heaving air into his chest, keeping his eyes closed and relishing the afterglow, he started when somepony - somepony who wasn’t Chrysalis, cleared their throat. His head shot upward and he squinted against the setting sun, noticing a figure standing several feet away. It took him a second to realize who he was looking at, though the sight of the familiar only gave him no comfort.

“Hitch?” he squawked. “What the hay are you doing -”

“What am I doing here?” Hitch groused. “Half the beach heard you two going at it! I’d have to try not to notice you!”

He averted his gaze and felt his cheeks darken. “Sorry…”

“Just - you know what, it’s fine - actually, no, it’s not fine, but I’m just going to pretend this never happened,” Hitch tutted, turning and trotting away. “Just consider yourself lucky that the families quickly carried their fillies and colts away after you two started having fun.”

“Sorry,” he grumbled, wincing over at the sheriff.

Giving a stern nod, trying and failing not to look at the quivering, squirting mass of limbs beneath Sprout, Hitch trotted away with a blush on his face and a semi-erect stallionhood dangling under him. “Don’t let it happen again!”

“I won’t!” Sprout shouted back.

“Y…you say that,” Chrysalis wheezed, peering up at him with a crazed look in her eye, “but I wouldn’t jinx it if I were you.”

Shaking his head and stepping back, he attempted to haul his length free and found himself stuck. “Why am I -”

“Let it marinate,” she interrupted, clenching and relaxing her velvety confines. “It should only be another minute or so…”

“B…before what?” he sputtered.

Her pupils contracted and a broad, toothy smile spit her muzzle as she fitfully tittered. “Before I make that little request of yours a reality.”

He opened his mouth to reply, to say something - anything to her, yet she shot forward and deeply kissed him. Could a pony and changeling reproduce together? Was she being serious? Did he have the fortitude to handle the biggest, arguably sexiest mare on the planet? A million questions swirled about in his lust-addled mind, yet above them shone a glorious truth. He’d found somepony special, somepony who loved him as much as he loved her, and he was absolutely, one-hundred percent sure that they were meant to be together - even though their meeting had been centuries in the making…