Author's Note

Chapter contains more tentacles, hyper-dick, and oviposition.

Stuffed

"Those tentacles were heavenly," Starlight panted, sighing in contentment as the wiggling tubes pulled from her orifices and retracted back towards Thorax's groin. She rested her chin on the larger changeling's chest, meeting his chuffed grin with a lidded eyes and a smile of her own. "Heavenly as always."

"If you think that's good, you'd love the-"

"I'm good thanks," the unicorn interrupted, anticipating his sales pitch. "Dexterous dicks are enough for me."

"Well, okay," the changeling king responded, sounding disappointed. "I don't get why you three won't let me egg you, but if you want to stick with tentacles, that's fine by me."

"What, and turn this fun affair into a job? No, I'll pass, no matter how much Twilight wants to study the effects. I'm good thanks. If she wants to do it so badly, she can take those eggs herself."

"But she won't because she has public duties," Thorax lamented. "What about Sunset, though?"

"It's complicated." Starlight raised her head to look over the male at the other two mares in the bed with them, both the purple alicorn and the orange unicorn snoozing peacefully. Twilight had curled up, a smile decorating her face, while the other mare was spreadeagled, taking up as much space as she could, her recently-used pussy still oozing thick white cream. Smiling mirthfully at the sight, Starlight returned her gaze to Thorax. "Her residency situation isn't quite so black-and-white, and where she stays most of the time it would be impractical to have a belly full of little 'lings."

Thorax accepted her answer with a half-smile, pulling the blanket over the four of them. "Fine, no pregnant, bloated, hot pony girls for me." He pouted at her, and she giggled. "Speaking of ponies, what did you say Trixie had planned?"

"I don't know," Starlight answered with a yawn, snuggling up to her lover's chitinous chest. He wrapped an arm around her comfortingly, pulling her closer. "Trixie said she had some brilliant plan to solve your problem with your brother and left without telling me much of it. Besides, I was too enamoured by the idea of this little meeting to really care too much."

"Are you sure she'll be okay?" Thorax asked, sounding mildly concerned. "If she's tried to confront Pharynx..."

"She'll be fine," Starlight assured, letting her eyes close. "She's a resourceful mare, and while she seems clumsy, she has several tricks up her sleeve. I've learned to start trusting her to keep herself out of the worst of trouble, at the very least. Don't worry about her."

"Well, if you insist," Thorax murmured, gently embracing the other two mares as softly as he could. Slowly, he managed to pull them all together, the second in a four-way snuggle. "I'd just hate to think she was in over her head, doing something she couldn't handle."

"Nah," Starlight remarked sleepily, smacking her lips and beginning to doze off herself. "She can handle almost anything."

The unicorn was handling the brutal pounding pretty well, all things considered. She wasn't quite in a lucid state of mind, but that was hardly surprising given the circumstances, and she was still conscious as he thrusted deep into her snatch, stretching her wide around his gargantuan bitch-breaker. His tip battered her cervix, demanding entry to her deepest, most sacred chamber, every thrust and jerk of his hips sending another flash of sharp sensation through them both. Her barrier stubbornly refused to give way to his brutish demands, even as the rest of her wholly submitted to his rough masculinity.

She'd stopped producing words within the first few thrusts, and since then, all she'd done was babble incoherently, shriek in pleasure and confusion, and drooled, unable to do more than urge him on with gargled wails and inequine grunts and groans. Pharynx gripped her waist tightly, his fingers burrowing through her cum-crusted coat and digging into her skin, though she didn't react to that, far too enamoured by his relentless rutting and the maelstrom he was causing throughout her body and mind. As he shunted, driving his limb-sized appendage deep into her, she yelped and squealed, and as he withdrew, dragging his rigidity down her passage and raking against her vevlety flesh, she groaned in petulant protest at the loss of his glorious malehood. With every movement he made, she clenched involuntarily, attempting in vain to massage and caress his log, finding only unyielding dickflesh and the implaccable presence of a breeder's tool.

Pharynx's mind began to wander as she suffered through her eighth orgasm since he'd penetrated her with his leg-thick member, gabbering and writhing in his grasp. All his life, he'd focused on strength and violence, training to become the fiercest, the toughest, the strongest, the best fighter and scout and living weapon that a changeling or any creature could be. When he won, he felt pride. When he improved, he felt satisfaction. When he defeated an enemy, conquered them and their lands, and usurped their titles for his own people, he felt glory. This was different; as he plowed this mare, his loins clapping against hers, his grip tight around her middle and her grip around his meat even tighter, he felt something he'd rarely experienced before.

He felt desire.

Before, any wants he'd had were as part of a collective - the interests of the hive, the direction which his species would persist, the ambition of their queen shared by each of them - but this was entirely different. It was something he wanted, something outside of military might or conquest or glory. This wasn't the raw power of destruction, though it superficially seemed it was, and it felt every bit as sweet and empowering. This was the opposite, the co-operation of two creatures, each doing something for the other so that they would both benefit, because they wanted to. He'd never understood it before, and when others had tried to explain it to him, he'd scoffed and turned them away, dismissing them as weak and foolish. This mare had been one of those many, yet she'd persisted, fought on against his adversity like any true warrior ought to, and now he was in this position, driving her to the heights of pleasure and the depths of depravity, elevated far above his station to that which was once reserved for the queen herself. He didn't have to be just a drone, now, he could choose to be much more. He wanted to be much more.

"This 'love' is powerful indeed," he grunted, declaring his newfound purpose. "I want more of it. I want more of you." This statement was directed at the unicorn wailing and whimpering chaotically against the hard, cold floor, eyes rolling so fast and frequently they were practically spinning. "It looks like you were right, you vain pony."

The change was sudden and involuntary, and far, far more powerful than any shapeshifting he'd undergone before. Warmth erupted from him, permeating every part of his body, filling and taking hold of every nerve and limb and cell. He was reshaped, moulded, strengthened and enhanced, the tender heat accompanying every shift of his shape and change to his anatomy. His limbs lengthened, growing longer without losing their thickness or rugged musculature, his torso following suit. His rigid crest vanished, and sharp chitinous horns sprouted atop his head. The elytra of his wings flushed as they strengthened and enlarged, along with his tail, more befitting of his new size. This was more than a temporary shapeshift, he realised, as the light - actual light - cacooning his body faded, leaving his form exposed once again; this was a full metamorphasis, a reorganisation of his anatomy. He felt stronger, more powerful, and more aware than he ever had before, and he gawked happily at the newfound power he held.

His dick was different, too. It was thinner, now merely the width of an arm, but he was intimately aware of how different it was to his previous emulation of a horsecock. Rather than a blunt head, useful as a battering ram to dominate his partner and bring her and him to climax, his crown was the shape of an arrowhead, something that he'd only seen on the leaders of the hive. Realising what this meant, he grinned widely, and resumed his pounding, plowing Trixie with a dedicated focus. She was able to clench around him now, her velveteen flesh pressing in around his pistoning length and clamping his rod needily, demanding more from him. Whether it was that difference or the fact his new tool was more sensitive, the pleasure of her bodily caresses pushed him rapidly towards his climax, which was already swelling inside him. It felt greater, more potent, and that was before he even obtained release. Already, the pressure and the heat and the tightening pleasure was coiling in his loins, and he grunted as he continued to thrust and roll his hips, listening to instinct to guide his movements.

The arrowhead of his cock was able to pry its way into the pony's womb, squeezing through the mare's cervix in progressive slams and shunts, and when he finally plunged fully into her unoccupied cavern, the mare gave a gurgling grunt and came hard. She wrung his member with the strength of a vice, pulling him inward with irresistable contractions, and that was all the changeling could take. With a victorious shout, he hilted in her, leaning against her body, and let his muscles do their work, pushing and squeezing the pressure in his loins down his shaft. The fluid he pumped out was far more slippery than his semen had been, lubricating both his pipe and her uterus for what followed, and he groaned with every spurt he poured into her. If Trixie knew what was coming, or was aware of anything beyond the pleasure ripping apart her senses, she didn't show it.

The eggs came in bunches, zipping down his passage in groups as his contractions and undulations worked them from his body and into hers. Every step of that journey felt amazing, the brush of those orbs against his insides sending a gliding stream of feedback up his nerves, exiting his cock with a satisfying pop to make way for the next several. They practically rolled from him, tumbling out of his dilated prick and tumbling into their resting place, packing against one another in whatever space they ended up settling. The arrival of yet more made them jostle, the additional stimulation only adding to the changelings delighted grunts and groans. After every ejection of six or seven, a gush of lubrication followed, easing the process for the beleaguered unicorn. He had to lift himself a little to avoid compressing her growing belly, the amount he was pushing into her causing her to expand to fit the sheer mass.

When she looked nine months pregnant with twins or triplets, the contractions stopped, and the changeling was able to ease his pride from her abused pussy. He felt her cervix contract back to its usual size as he exited, the grip of her canal against his overworked prick causing him to wince and hiss. When he left her at last, her hole was gaped, her inner flesh raw and red from use, slathered in semen and the clear liquid he'd pumped into her. The sight made him lick his lips, his dick still dribbling its lubricant.

"Thank you," he said at last, resting a hand against her bloated belly. A strange sense of affection overcame him as he made contact with her, though the protectiveness he felt was far more recognisable. "I value you as my willing host." Driven onward by his newfound attraction to her, he leaned over her and pressed his lips to hers, kissing her softly and ignoring the pungent taste of his own cum. She murmured against him, returning the gesture, albeit lethargically.

"Trxie wasn't willing," she groaned, then giggled and sighed. "At first..."

"Rest well, Trixie," Pharynx told her, stroking her belly sweetly. "And rest proud in the knowledge that our spawn will grow to be mighty warriors, protectors of the Changeling Kingdom." As she drifted to sleep, a dopey smile adorning her spunk-coated face, Pharynx still at her side, he took in his new colours and body, admiring the sight of them. This change wasn't so bad after all, he decided. How would the changelings would react to him? How many would be willing to bear his spawn now he had embraced their new way of life? He smirked gleefully at the prospect. Enough would, he decided.

Enough would.

"...and a few months later, me and all of my couple hundred siblings hatched," Ocellus finished, beaming at the assorted faces listening to her tale. A stiff silence followed the completion of the story, the audience bearing various expressions of disgust and discomfort.

"Trixie does not believe you needed to go into quite so much detail," the blue unicorn spoke, her loving smile marred by the grimace adorning her flushed visage. "But yes, to answer your question, Silverstream, that is how Ocellus and I are related."

"Yona have followup question," the group's yak remarked. "Why Ocellus know this story at all?"

"Pharynx told it to all of us," the changeling answered nonchalantly. "When he had time, and we pestered him enough, he'd recount how he came to produce so many new changelings for the kingdom. It gave us something to bond over. I thought maybe we could bond over it too, as friends."

"We all appreciate you wanting to bond with us by sharing this story," Sandbar stated slowly, glancing around at the others. "It's really nice of you to think of us like that. It's just that most of us don't really have...we don't..." He stumbled over his wording, struggling to express his thoughts. "...a lot of us don't think about how we were conceived, and it's not-"

"It's kinda weird and gross," Smolder interrupted.

"Smolder!" Silverstream gasped, frowning at the dragon disapprovingly.

"What? It is! I dunno about ponies, but dragons don't get eggs pumped into them."

"Oh, I see," Ocellus realised. "I didn't think about that. I suppose it might sound weird if you're not used to how reproduction works with a species. Do you want to talk about your conceptions?"

"Nope," Gallus refused. "I have absolutely no idea who conceived me, and given how this conversation has gone, I'm glad."

"How about Silverstream?"

"I don't know either," the hippogriff answered with a shrug. "I never got around to asking, and I probably won't. I wouldn't feel comfortable asking mom or dad about how I got here."

"That's okay, I already have."

"You...you what?"

"When I visited Mount Aris," Ocellus explained. "I talked to your parents about-"

"Too much information, too much information!" the hippogriff cried, scrunching her eyes shut and slapping her claws to her ears. "I've finally found something I don't want to learn about!"

As the others snickered or grimaced, Ocellus' face fell a little. Feeling a nudge at her side, she turned to see Trixie looking down at her, her blush still present, albeit faded.

"Do you want to talk about socially acceptable topics of discussion?" the unicorn asked. "It's not that they don't care, it's that this isn't something most other creatures feel comfortable talking about, even with friends and family."

"Even you?" the changeling asked. Trixie's visage went through a series of emotions before she gently stroked Ocellus' head.

"You want to talk about it," Trixie replied. "Never let it be said that the Great and Generous Trixie doesn't put the needs of others first, especially her daughter." The pair shared a smile, and Ocellus wrapped her arms around the unicorn in a hug.

"I'm glad I chose to come to this school," she sighed. "Having my mom so close is a luxury I didn't think I'd get."

"Why do you think the Great and Talented Trixie accepted a position at this school?" the blue mare asked. "There are a hundred jobs she is more qualified to perform, and she wouldn't give up this position for any of them."

The hug deepened, and in that moment, all felt right in the world; a warm embrace in an office, surrounded by five mentally scarred friends.