The Best Laid Plans of Trix and 'Lings

by Drop_It_Like_Its_Clop

Rating: mature
Tags: Anthro, Trixie, My Little Pony: Friendship is Magic, Fetish, Comedy, Starlight Glimmer, Porn, Sex, Profanity, Pharynx, Alternate Universe
Length: 8786

Thorax has a problem with his older brother which threatens to undermine the stability of the Changeling Kingdom. Trixie is confident she can solve that problem, no problem.

Thorax, now king of the changelings and ruler of the former hive, has a problem; while most changelings have embraced the new path set before them and have adapted well to the novelty of peace and harmony, there is still one who obstinately refuses. Winning hearts and minds has never been so hard as with family, and so in desperation, he turns to two mares he hopes may be able to get through to the stubborn changeling he calls his brother. With the esteemed and redeemed former villains to offer their insights and wisdom, Thorax can rest easy knowing that his troubles will soon be put behind them.

Wait, where has Trixie gone?

A commission for Genderface consisting of a retelling of the episode To Change a Changeling, containing miscommunication, Trixie not thinking her plans through, dubcon, mindbreak, tentacles, oviposition, impregnation, and some fun juicy stuff that it's better to find out by reading, honestly. Not tagged but included: an appearance from Twilight Sparkle, Sunset Shimmer, and the Young Six. Cover art is by iloota on Derpibooru, and the artwork can be found as image 2018001 on that site.

Published 2024-03-13 22:10:00 UTC
Last updated 2024-03-13 22:10:00 UTC

Tangled

Author's Note

Chapter contains lots of dubcon and lots tentacles going lots of places. Read at your own risk.

Tangled

"That didn't go great," Starlight commented with a grimace as Pharynx stomped away, knocking over ornaments and decorations as he went. The other changelings objected or cowered as he headed his trail of damage, but made no attempt to stop him from storming away. "So much for relating to him as an outsider."

"He's certainly lived up to Thorax's description of stalking around the hive and making everyone miserable," Trixie noted.

"I thought that would work," Starlight lamented. "He was listening to us. He said he thought we understood him."

"Until you told him that we stopped doing any of the things which made him respect us in the first place," Trixie pointed out. "He won't respect us if we tell him he just has to give up his regime of breaking things and terrorising the rest of the hive."

"That's what we promised Thorax we'd do," Starlight responded. "We can't let him continue disrupting the hive like this. You heard what Thorax said; Pharynx's behaviour threatens to undo all of the hard work he put in to reforming the changelings!" She sighed, and rubbed her head. "We just need to find a way to get him to understand. Think, Starlight, think! Pharynx is stuck in his old ways, so we need to think in the same way the changelings used to. What else did Thorax tell us? Almost every changeling wanted to be a warrior. What did Pharynx do when Chrysalis reigned?"

"He was in charge of patrols?" the azure unicorn answered, rubbing her chin in thought. Suddenly, she gasped in realisation and grinned, a cunning, devious idea clearly taking root in her head. "Of course! Starlight, you go and find Thorax, and tell him that The Great and Powerful Trixie has resolved his sibling troubles!"

"Wait, what-"

"You there!" Trixie called out, ignoring her friend and pointing at a suddenly startled mauve changeling. "Where is Pharynx?"

"Probably in the old barracks?" the changeling answered, huffing at the mention of the renegade's name. "He usually goes there to sleep, or eat, or exercise, or do anything that isn't giving us grief."

"Wait, Trixie!" Starlight called out, watching the literal caped-crusader hurry in the direction of a tunnel entrance. "Where are you going? What are you doing?" She didn't receive and answer, leaving her alone with little idea of what to tell Thorax once he returned. She supposed she just had to have faith in her magician friend.

Celestia save them all.

"I told you to leave me alone," Pharynx barked, continuing to throw punches at what could only be compared to a punching bag, though a punching back didn't tend to be an unyielding solid, nor did it usually crack when struck. It was a little disconcerting that he had been able to tell it was her without looking in her direction, though after years living in the same hive with the same creatures, perhaps it wasn't unexpected. She probably made a different sound walking compared to his kin, or smelled different, or maybe it was some changeling security system that had been triggered the second she'd entered this section of the hive. She didn't know, nor did she particularly care.

"You of all creatures should know that warriors do not quit at the first sign of trouble," Trixie retorted, typically smug in her riposte.

"You are no warrior," he dismissed, delivering a flurry of body strikes to the punching block.

"Then it was the Great and Not-A-Warrior Trixie and her crew of not-warriors who overthrew the Changeling Hive?" she queried. "If that is true, then if Trixie had been a warrior, there likely would not be a Changeling Kingdom today, would there?"

Pharynx reared back with a bellow and punched through the block, smashing a great chunk off the top at head-height and scattering shattered black debris across the floor. Trixie jumped back in shock and tensed, forcing herself to remain still and keep calm. It took several deep breaths before he stood up straight and turned around, facing the unicorn with a clenched jaw.

"I suppose not," he admitted, growling in discontentment. Walking over to a water skin hanging from a jagged, jutting section of the wall, he took a deep drink, and then turned his attention back to the unicorn. "Who told you the way to our barracks? I shall interrogate the changeling responsible myself."

"It is not Trixie's first time here," she reminded him, tentatively taking a step forward after his display of aggression. The changeling snorted in disgust. "Trixie understands you have a disagreement with Thorax regarding the way your people should be governed, but-"

"Thorax is a weakling and an appeaser," Pharynx interrupted. "He is a puppet of the ponies of Equestria, who wish to see our empire, our mighty domain, left in ruins, because they rightly fear us. If you have come here to talk of reconciliation or peace, you are wasting your time. There is nothing for us to discuss."

"Peace and reconciliation are great things," Trixie told him, smirking. "But Trixie is not here to discuss peace; she is here to teach you about love."

"Love?" he scoffed. "You wish to patronise me by explaining to a changeling the very concept of their nourishment? Who else understands love better than those who feed upon it, who yearn for its succor in order to survive?"

"You know love exists," Trixie agreed. "But you haven't experienced it like the rest of the world does. It isn't just a food source; it's a phenomenon, an experience, a rite of passage, and..." She paused, letting the dramatic tension build. "...it is the most powerful weapon in Equestria!" She finished her statement with her arms outstretched for flourish.

"A weapon?" Pharynx asked, tilting his head, immediately enraptured by that word. "You are claiming that love can be used as a weapon?"

"Equestria has perfected it as a weapon. Among the many mighty foes Equestria has faced, none have been so great as the force of love, which has defeated each and every one of them. Without love, Canterlot would have fallen to Queen Chrysalis' invasion. In fact, if it wasn't for the excellent training of The Great and Educational Trixie - and some others - I doubt that Thorax would have defeated Queen Chrysalis."

"Is this how you dethroned her?" Pharynx asked, his eyes bulging at the prospect. "I was away from the Hive when it fell, but...the others claimed they had learned how to harness love. Is that how we were defeated? Twice? You used this...this weaponised love against us?"

Hook, line, and sinker.

"Naturally, the Great and Patriotic Trixie cannot divulge her nation's secrets to a creature who is determined to be her nation's enemy," the unicorn explained, feigning a sigh. "Trixie is sure you understand, and that in her position, you would not reveal such important state secrets. It appears you are correct; there is nothing for us to discuss, and I am wasting my time. Farewell." She turned around and made a display of walking away, feeling his eyes on her. She knew he wouldn't let her leave, not after she'd teased the possibility of something powerful enough to to defeat an entire kingdom.

"What is it you want?" he asked, the conflict thick in his voice. "What would I have to do to learn about this love?"

"The Great and Cautious Trixie would only be willing to instruct a creature in such an art of warfare if she believed them to be capable," she spoke, pausing long enough to sell the idea of her reluctance. "Like any weapon, it is dangerous to the bearer if used incorrectly or carelessly. Just as a sword can cut the wielder, magic may burn the caster, and a punch thrown incorrectly may cause broken bones or pulled muscles, such dangers exist when wielding love, too."

"Only weaklings and the incompetent harm themselves with weapons," Pharynx stated, striding over to the unicorn. "I am worthy of your knowledge. Tell me what I must do to harness its devastating power, and I will not target Equestria for conquest."

"Well, if you are truly worthy, you will not mind an inspection," the mare told him. "Wielders of love must be in a good physical condition in order to competently deploy it as a weapon."

"I am in peak physical condition," the changeling declared, squaring his shoulders. "I am the pinnacle of my species, and the mightiest warrior of my hive. I am beyond competent."

Well, that was at least partly true; Trixie could confirm his strength, if not from the bulging biceps and triceps of his arms, the broadness of his shoulders, the chiseled pectoral and abdomen, and the steel-hard quads, thighs and calves, then from the fact she had personally witnessed him blow a head-sized chunk of some rocky substance clean from its block. Still, he was only about her size in height, which the blue mare wouldn't have called 'peak male physique'.

"Visually, you appear to be strong and healthy," she agreed. "But a more thorough test is needed to determine your capability with love. Consider it a training exercise." His eyes brightened at that, the closest she'd seen him to smiling in genuine joy. "This stage is both necessary to test your abilities and to get you used to the motions and movements you will need when using love."

"Like a weapon drill?"

"...sure, like a weapon drill. This drill isn't too different to wrestling, except with some key differences. Firstly, the aim is to overwhelm your opponent using techniques designed to inflict pleasure rather than pain, until they utterly submit. Secondly..." Reaching up to the clasp at her neck, Trixie unfastened her iconic star-patterned cape and whirled it around herself theatrically, using years of honed slight-of-hand along with genuine unicorn magic to seemingly vanish her clothes from her body as her cape passed in front of her. One second, she was fully dressed, and then the cape blocked the changeling's view of her body, and the next second she was stark naked, save for her hat. "...it is traditionally conducted naked."

Pharynx didn't seem to react to her nakedness, his eyes flitting up and down her exposed body with a simple, analytical pass. Her magician's trick had earned a flash of amusement and interest, but rather than seem enthused at all at the presence of a nude mare, he excitedly reached for his loincloth - the one, austere item of attire he accepted - and yanked it aside, tossing it carelessly onto one of the beds.

"This was one of my favourite passtimes," he proclaimed, his eyes narrowing into a competitive, cheerful leer. "When the Hive was at full strength, we would strip our armour and show our strength in hand-to-hand combat. I am familiar with this training exercise, pony. You stand no chance against- why are you laughing?"

The unicorn couldn't help it; as soon as she had seen what lay beneath the knee-length loincloth, her face had contorted into laughter that she had struggled with all her might to contain, and failed spectacularly. His words were lost on her as she sniggered, then giggled, then full-on cackled. Unable to form words at first, she pointed to his crotch, gesturing to what had been revealed, before finally gasping out, "P-Pine needle!"

"That's not a pine needle, that's my penis," Pharynx responded in confusion, frowning as Trixie doubled over and continued laughing with even more vigour. "Is this a part of the exercise, or are you just here to test my patience?"

"Trixie is sorry," the mare spluttered, wiping her eyes dry. "The exercise requires...shall we say...internal stimulation of certain pressure points. Usually that is achieved with the penis, but-" She glanced down with pity at the pinkie finger-sized appendage not so much hanging from as laying on his groin, and this time managed to successfully stifle her giggles. "It isn't going to happen."

"Why not?" he demanded.

"Because your weapon is smaller than the Great and Beloved Trixie's fingers," the mare answered, holding up her hands and wiggling her digits in demonstration. "Should she choose to do so, Trixie could wrestle with herself and achieve victory. You, however, could not outperform even the smallest of Trixie's Great and Dexterous fingers."

Pharynx looked down at himself, and up at the mare. He looked over her wriggling digits, and down to her legs. With a nod, he squared his shoulders once again, and concentrated. There was a sudden flare of green, a roar of flame as the transformative energy rushed across his groin, and a moment in which the azure mare had to blink away the sudden brightness. The hue danced across her vision, obstructing any clear sight of what had changed for several long seconds before it dispersed, and she was able to observe the changes he had made.

What lay between his legs was still a finger's width, but rather than just one, he now had multiple dangling green appendages. As she looked on, they wiggled, curling and lifting upward to point at her, as if reacting to her presence of their own volition. When she took a step back, they tracked her movements, their tips peering at her like tiny heads. They weren't too dissimilar to an equine phallus with their flat tips, if a standard pony's penis was green, thin, prehensile, and came in packs of ten.

"Okay," Trixie gulped, raising her hands. "The Great and Hasty Trixie may have been too dismissive when-"

"We are now both properly equipped," the changeling declared, his genitalia quivering in anticipation, giving Trixie the horrible impression of a nest of rattlesnakes. "Now our tournament may begin! For honour and glory!"

In the blink of an eye, two of the vine-like tubes shot forward and wrapped around her wrists, binding her tightly and yanking her arms upward. Another two flung themselves at her ankles, pulling her legs apart and leaving her stretched in four directions, unable to defend or cover herself. She wriggled and yanked, straining against the assailing appendages, but they held firm, deceptively strong despite their diminutive appearance, and all her effort produced no notable effect; her limbs barely moved as she kicked and pulled, remaining outstretched and taut. In front of her, the changeling showed no indication he was struggling, or putting in any effort, the remaining phalluses - there were still so many of them! - wiggling in anticipation.

"Don't you dare!" Trixie shouted, managing to roll her shoulders in ineffectual circles for all her struggling. "Get off the Great and- MMMPFF!" Her demand was cut short as three more of the crotch-vines sprang forward and launched into her mouth. The trio wiggled and wormed further into her, crawling past her tonsils and down into her gullet, where they worked downward. She reflexively swallowed, clamping down around the lengths and feeling them resist the squeeze of her throat. When she screamed, it was warbled, the sound halted by the intrusions and leaving her lips as a babble.

A brush at her thigh sent a surge of terror through the mare, momentarily freezing her as the slithering sensation progressed further up and inward, moving towards a predictable destination. When the blunt tip touched her pelvis, she arched her back, trying to pull away from it, only for it to follow her movement and graze against her vulva. The tingle that rippled through her groin didn't surprise her so much as the fact that the pass was so smooth and slippery, the revelation that she was wet astounding her more than anything else about her predicament. It flicked back and forth, gliding between her parted lips and grazing her soaked inner flesh, teasing like a fingertip might, until it curled and swept between her labia. The length of it brushed her folds, rubbing back and forth in long passes, something which Trixie couldn't help but make the comparison to a stallion hotdogging her buttcheeks; she loathed the similarity, the proportionality of the size of what was passing through what making such a connection unavoidable.

A second vine crawled up her other leg, caressing her thigh as it went, and sought out her engorged lips, brushing at her flaps with a curious interest. It was the third vine which found her entrance, and with a determined wiggle, burrowed inside her. She let out a strangled huff, groaning in displeasure as the first two plunged in after the pioneering phallus, thrusting and squirming their way up her passageway. Her canal accommodated the modest insertion with ease, barely having to stretch to fit the trio, but the fourth and fifth took more effort. She grunted again, her quim squeezing down on the intruders, their voyage continuing uninterrupted at her futile resistance. When a sixth inched into her stuffed vagina, she cried out, muffled by the vines plugging her throat.

Even with such a prominent presence, she could handle this; the slithering, writhing, and disjointed surges inside her were disconcerting and unwelcome, and even though the total amount she had in her was comparable to a sizable stallionhood, it wasn't the most uncomfortable thing in the world. Odd, for sure, and definitely not what she wanted from the changeling, but she was a travelling showmare whose regular partners were varied and enthusiastic, so it would be a pitiful exaggeration to say she was struggling to take it, and as much as she was loathe to admit it, it wasn't as if she wasn't getting pleasure from this, either. Whether by luck or quick learning, the tentacles rubbed against the most receptive parts of her, grazing and grinding against her g-spot and the sections of her honeypot that sent swells and jolts through her.

The additional tentacles that crept up and snaked between her buns were, however, not something she had counted on. Her eyes nearly popped from her head when the first blunt tip smooched her pucker, prodding at the wrinkled barrier as it came up against it. The pressure grew as the appendage pushed, wiggling insistently against the elastic rim, pausing only to rear back and roughly shunt forwards once more, trying to batter its way past her gate. Both were obstinate, stubbornly refusing to quit in the face of persistence, although it was innevitable what was going to happen; Pharynx had the strength and the willpower, and no reason to stop. She tried to speak up, to tell him that he couldn't fit all of those fingery things into that hole, but her words never took form, inhibited by the three wiggling intruders exploring her throat and the reluctant moans and whimpers of pleasure from those rooting around in her pussy.

Her sphincter gave in to the ram, spreading around its thin girth to provide untrammelled entry into the magician's back passage. It slid smoothly and easily, gliding past the tight, encroaching walls as they squeezed down fruitlessly around the violator. She hadn't been able to tell when they were being stuffed into her snatch due to how wet she already was there, but with the first appendage slipping down her otherwise dry tract, it was so much easier to notice how slippery and gooey they were, as if secreting a natural lubricant. It was warm and oily, the slickness assisting in the forced conquest of her orifices. She couldn't not notice it now; the slime coalesced between her butt cheeks and coated her walls, it clung to her tongue and her gullet, the bland taste compensated by the spice it carried, as if she were drinking carbonated water. Her wrists and ankles were slathered in it, the mess drying into her coat, but the grip didn't falter or loosen as a result.

Trixie let out a staggered groan as another one crawled past her clenching ring and slithered to join the first, and then another, stretching her muscle open to accommodate itself in her. She let out a sob, feeling fuller than she'd ever been made to feel before, all three of her holes stuffed and used in ways she'd never had to endure before. There was so much going on, each of the appendages moving independently and reacting solely to the compressions and the conditions of their respective orifice, with some pistoning up and down or back and forth in time with their neighbours, while others twisted around another and had to detangle before resuming their act. The ones in her ass rubbed against the thin fleshy wall seperating them from the ones in her pussy, the convulsing members squirming and wiggling inside her excitedly, occupying the available space in her ports.

Amidst the cacophony of panic and confusion, her mind a whirlwind of disgust, distress, malformed comprehension, and unwilling potent arousal, a single coherent thought formed and rooted; How could this get any worse? As if hearing that thought as clearly as if it had been spoken aloud, yet more of the slippery, oily creepers made themselves known, coiling around her exposed breasts and tightening like snakes around prey. She whimpered in a fresh wave of disapproval, unable to pull her legs into herself or her body away from the molestation, the vines constricting until her heavy, drooping mounds were compressed into rounded cylinders, their pliability utterly spent by the pressure of the ensconcing vines. She gasped again as the blunt tips flicked against her own, her buds stiff and prominent from the rough treatment and forced remorphing of her bountiful boobs, the buds sensitive in their freshly erect state.

There was nowhere he couldn't reach, nothing that was off-limits to his invasive, predatory touch. He controlled everything about her now; how she felt, if she could breathe, if she was subjected to rising pain or roaring pleasure, whether she could walk out of here or whether she would remain here forever, nothing but his plaything. A vine intertwined with her tail, yanking and forcing her lower muscles to seize, her orifices tightening around his appendages as a result. Her groan was cut-off and redoubled as a thin length whacked against her butt, repeating the act as she reacted with a muffled yelp. This wasn't just rough; she was being used, as if she was a mere object, nothing distinguishing her from the training block Pharynx had been pummelling when she'd walked in.

Despite the atrociousness of it all - the deep and numerous violations, the way she was groped and grabbed and spanked, the lack of knowledge or care the changeling possessed as he penetrated her so viciously and uncaringly - the unicorn's body was reacting as if it was the most satisfying ravaging she'd ever received. She hated herself for that, cursed herself with every part of her that was capable of despising her corporal betrayal, but the shame was quickly consumed by the rising tension in her body, and only served to heighten the sensations she was trying to fight off. It was no good; on one side, she had the dread and the anguish and the panic, and on the other, she had the inescapable pleasure and delight, and it was clear which one was preferable. Even if she didn't want to submit to her body's instincts, it was no use - her swelling need was as inexorable as the phallic violators squirming around inside her.

Gagged by the slithering appendages pistoning in her throat, her vocalisations were incoherent, passing as stifled groans and whimpers. It was impossible to tell from her rising pitch or the increased frequency of her garbled utterances how she truly felt, or to distinguish what noises were meaningless expressions of sensation and which were attempts to communicate with words; she'd been making noise for the duration of this grapple, and all that had changed now was their intensity. That insidious pleasure rose, the tension in her lower stomach building like a spring compressing, and she could do nothing about it as she crept upon that inevitable peak, teetering on the edge for a few agonising seconds before she crossed the threshold.

Trixie's cries were choked, the grunts and wails she gave pushing past the tentacles as she spasmed and flailed futilely in Pharynx's grasp, her entire body caught in the cascade of her orgasm. Her muscles contracted, her orifices squeezing down on the invading appendages tightly for several seconds before relaxing again, then redoubling their clenching grip. Her contractions did nothing to halt Pharynx's movements, his pistoning persisting as pulses rang throughout her body, leaving her quaking and involuntarily clenching rhythmically, the tightness this caused only enhancing the rubbing and the thrusting she was made to endure. The tentacles felt like hot iron against her vulnerable flesh, burning brilliantly where they touched, and leaving an invisible brand against her inner walls that heightened the unwilling pleasure.

She was, mercifully, slightly numbed when she came down from her climax, the sensations wracking her body muted compared to the vivid flares that she'd been enduring for the last however long. It felt like mere minutes and hours at the same time, her certainty as frazzled and frayed as her nerves. The constant rubbing maintained a heightened nadir for her pleasure, keeping her from relaxing fully, and to her surprise, after a period of recovery - was it seconds or minutes? - those embers began to glow and rise once more. She wiggled and struggled again, weaker than her previous attempts - which admittedly had been equally fruitless - trying to resist the burgeoning, building swell within her. It was no use; like a roller coaster clacking onward towards an almighty drop, she could already see the conclusion of her inexorable journey, of which she had no input, and there was nothing, absolutely nothing, she could do to stop the climb. All-too-slowly, she was brought closer and closer to her peak, each passing second forcing her to stew in her own disgust and shame, her body singing out soundlessly in a rising crescendo as she hit the rolling plateau of her journey.

If the climb had been a crawling, unhurried hike, albeit a smooth one, then the cresting was downright glacial. Perhaps it was because Pharynx was so inexperienced, and his movements amounted to thrusting and hoping that was good enough, or perhaps it was because she was gyrating and quivering and doing her utmost to push herself that miniscule remaining distance to provide the release she craved which just disrupted Pharynx's best efforts - perhaps it was a mixture of both. Could it be because she was resisting it, not out of disapproval or unwillingness, but because she wanted to savour it, to prolong this vivid exuberance? It should've been easy to deny that, to assert that she was trying to scamper away from the great fall ahead of her and resist every direction the overwhelming molestation was taking her, but she couldn't even convince herself of that. The dizzying rush and the tingles running through her body like wind caressing her at a towering height, the joyful thrill of being raised so high, the vertigo and the spine-tingling anticipation of the inevitability of her predicament, none of it was the aversion she felt she ought to feel. It may have still been present, but it was dwarfed, eclipsed even, by the jostle of all of those other sentiments, next to which her reservations were but one meekly quivering passenger among the whooping thrill-seekers eagerly awaiting the drop.

Her first orgasm had dampened her qualms, and the second scattered her concerns further to the wind. The drop was linear, expected, and had it not come on the heels of endless, incessant stimulation, it probably wouldn't have been memorable. It didn't matter; rationalising that it shouldn't have been this good, that she didn't enjoy it, did nothing to change the reality of the situation. The objections she had were whipped away, flung from her head like an unsecured hat or sunglasses on a rollercoaster, while her stomach lurched and giddy pleasure settled in her stomach and ran through her body to the edges of her extremities. The rush, the release, the uncontrolled plummet was thrilling, not so much because it was new or exceptional, but because it utterly killed her lingering resistance to it. In the face of the wonder she was going through, her hoarse groan as the tension spilled over and her eyes rolled back and her whole body trembled in the continuous wave of pleasure, she simply couldn't feel disgust or shame or disapproval, only that delightful, intense rush, sapped of breath and energy as if trying to gasp in lungfuls of air from a moving carriage.

The tingling didn't stop as she came down, though whether or not she really 'came down' was debatable. Maybe her body had just adjusted to the pace, like standing on a moving train without stumbling. That seemed more right than the idea that she was feeling less good; everything felt good, from her fingers to her horn, from her nipples to her clit. Most of her was numb, buzzing lightly in the background until a tentacle brushed against it, which sent sparks and pangs through her nerves and pulled a whimper from her. She was weightless, flying or falling or floating while constrictive tentacles gripped and plunged and brushed and whipped at her body, the feelings dulled like muffled sound reaching her from afar. She observed the sensations more than she felt them, acknowledging them rather than experiencing them; she didn't know when Pharynx had began talking, her mind sluggishly interpreting his words amidst the sensory cacophony and the mental tinnitus.

"Something is happening," he grunted at her, additional gravel in his voice. "Something is...rising. It feels good...as good as any training exercise I've ever done, maybe even better." Between his words, his breath grew heavier and more urgent, and the sliding, pistoning tendrils in her began to pulse and throb. Perhaps she was imagining it - there was so much else to contend with, from the pounding in her ears and chest, and the fuzz obscuring her recognition of what was going on in and around her - but she swore his appendages were thickening, taking up more room inside her. She'd had enough partners to know how that felt, even if (admittedly) none of them had ever been like Pharynx.

"Ughhh!" he exclaimed, thrusting all of himself deep into her. That she felt, his tentacles stuffed against the end of her tunnel, rooting down her gullet, and stretching to the bend of her rectum. The grip around her body tightened as the heavy pulses travelled along his finger-thick penises, squeezing her throat and her tits and spreading her asshole and snatch and cock-worshipping throat wider. It rippled along his lengths like an endless tide, wave after wave carrying through him and continuing onward to her. It didn't so much spray or splash or spurt; it transferred, flowing like a river coming to the waterfall, or an estuary to the sea, equal in force and volume as well as how natural it felt. Of course her womb and her bowels and her stomach and her entire body was the natural end-point for his cream, how else could this end? Not because she couldn't refuse - though that much was indeed true - but because it had to be this way. It would be wrong if it had transpired any other way.

Her sanity was swept away in that deluge. Her eyes rolled back, her body shuddered in an exaggerated imitation of the changeling's own thigh-trembling, her holes squeezed and spasmed and rapturously milked the girths plugging her, welcoming the flood they delivered. If she hadn't been bound, she would have surely been thrashing and flailing her limbs - or perhaps not, given how her mind had detached from her brain and her sensations from her body. She existed in a fracturing, whirling, battering siphon of a state, receiving reports that meant little to her other than that she knew, she just knew, were simply good. Her womb and her fallopian tubes filled with glorious virility, her stomach gurgled as it was stuffed to the brim with cream, saltiness saturated her tongue and the inescapable reek of hot masculine virility pervaded her nostrils and throat. Her fur turned slick as it caught the rush of his ejaculate, a torrent that poured over the spillage and ensured her saturated coat would remain a marsh, even as it hardened into a viscous goop. Her breasts, her face, her mane, her belly and back and horn and legs and arms and wrist and hands and-

FUCK

She was a mess, and that word was the highest praise she could give herself at that moment. It was so simple, those four letters. 'Cumdump', 'cocksleeve', 'jizzcatchter', those were too hard for her to formulate, but 'mess' was easy, and it was undeniably true. Her azure coat tarnished the glorious white of her new look, spunk oozed from around the tentacles rammed into her and from her nose, and she gargled and giggled as he held her, filling and covering her with liquid release. She didn't know if he was still pushing out more yummy cum, her coat too thick with his expenditure that any addition didn't reach her skin to let her know, but she hoped he was. If not, this was just as good; being held and made to catch anything that might turn up. It felt like a purpose, if she could even call it that. A purpose meant something; what she was just doing was simply good, and that was enough. 'Purpose' was for creatures who had to think, like Pharynx.

When the appendages withdrew, her giggles bubbled forth from her lips, no longer held back. She coughed a little, spluttering and gasping, but her instinct was to laugh and smile and be happy. She couldn't stop, hacking up a few spits of jizz onto her chin as she was laid down on her back, her limbs released and her weightless body given back full movement once more. He was everywhere, even without touching her, and she revelled in the touchless comfort, basking in his spunk and the satisfaction of a service well-rendered.

Trixie didn't acknowledge the flash, but the heavy thump of weight slapping on her torso was enough to wind her and smack her from her reverie. Summoning the torn segments of her lucidity and knitting them back together, she looked down, taking several seconds to even process what she was looking at. When she understood, her giggles slowed to a wary, nervous chuckle. The plateau was nearly the size of her face, a single eye just below the centre, staring back at her as she took in the sheer size of it. It was huge, the largest she'd ever seen, and there was no way in Tarturas that could fit in her!

"W-wait," she protested as Pharynx dragged the weighty slab of stallion meat downward, drawing with it some of the slop painting her tits and belly. It felt like it took an effort to move, and she wasn't sure she could have moved it herself - or moved from under it - if the changeling had decided not to. "I-It won't fit!"

Pharynx ignored her, lifting her legs up and exposing her cum-leaking snatch, the tip of his momentous horsecock slipping down her pelvis and dipping between her legs to her vulnerable pussy. It was going to fit - whether or not it did, it was going in. She continued to tell him, to throw ineffectual words at the male as he pressed its immense density against her gate, as he pushed and applied pressure. She explained as best as she could, but all of that came to nothing. With a thrust of his hips, her objections fell silent, and her body accepted this new great intruder, and as her body strenuously accepted it, so did her mind, her reluctance pushed aside and expelled like the jizz displaced from her canal. There was simply no room for anything that wasn't this staggering hunk of a stud.

Trixie's mind went blank once more.

Stuffed

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.