"Bye, girls! I really had fun today!"
With a cheery smile, Fluttershy waved goodbye to her friends and closed her cabin door. "That picnic by the lake was simply delightful!" she whispered to herself.
Quickly, she darted to the window and peeked through the blinds, watching as the rest of the Mane Six walked away, still chatting about their days. Fluttershy glanced around her cabin cautiously, making sure none of the animals were there. Perfect. While they were all out at the reservation having their little spa getaway, Fluttershy had the house all to herself.
Not a second later, she collapsed to the ground, groaning and rubbing furiously at her stomach. "Fuck," she growled in a low and predatory voice completely unlike that of the soft-mannered mare. "Playing Fluttershy is always such a rush, but damn if it doesn't make me so wet! Can't believe I managed to hide this thing. Another minute and I might have been toast."
Just as quickly as the raspy voice had appeared, it was gone. Fluttershy moaned softly in her normal voice, remembering how she had to bite back crude snorts when Pinkie told a joke, and how her heart raced every time Rarity's discerning eyes lingered on her. "You girls almost caught me a couple of times, didn't you?" she murmured, a smirk playing on her lips.
As she continued rubbing her stomach, something unusual happened. A sizable bulge began to protrude from it, twitching as Fluttershy continued to knead it ferociously.
“I really nailed that Fluttershy performance," she giggled. "All those innocent smiles and shy glances… I could have blown my cover on purpose at any moment, and yet, I stayed in character perfectly. Such a good girl." The thrill of reliving the experience made her heart race.
Soon, the room was filled with girly moans as Fluttershy rubbed at her bulge. "So fucking good," she gasped. "Saying and doing such naughty things, you dirty little mare."
Now, both her dainty hooves were wrapped around the bulge, vigorously pumping it up and down. "Too bad your skin is being used for such a scandalous thing, huh?" She bucked upward, and suddenly her stomach almost seemed to turn a shade darker from a wet material that seemed to seep through it. "I-I'm close. G-gonna cum..."
But, just as she seemed to be about to reach climax, with great effort, she tore her hooves away. "No, I can't. Not in this skin. Fluttershy still needs to make an appearance at Rarity's dinner party tomorrow, after all~"
She paused for a moment, erotically caressing her sides and waggling her rump. She lifted her tail sensuously, feeling the softness. "You're just too good at making me wet, Fluttershy," she groaned, before finally letting go.
With a reluctant gaze, Fluttershy picked herself off the ground. On shaky legs, she navigated to her room and locked the door behind her for extra precaution. Inside, she walked to her closet and with a great tug, pulled the door open.
What was on the other side was nothing short of unsettling. There, placed on five mannequin stands were the skins of Twilight Sparkle, Pinkie Pie, Rainbow Dash, Applejack, and Rarity. Their empty, hollow eyes and mouth holes expressed something between horror and surprise. In the middle, one stand stood empty.
"Why hello, my pretties," said Fluttershy. "Glad to see you hanging around." She laughed at her own little joke. "Fortunately for you, ‘Fluttershy’ will get to join your little party for a little while."
Then, she reached up around her neck until her hoof seemingly slipped into her skin. Sliding it in even deeper, Fluttershy grunted as she tugged at the fold.
With a visceral wet noise, the skin began to shift. Fluttershy's eyes and mouth became slack and empty as they were lifted above her face. Soon after, the rest of the rubbery mask came off, and she held her own limp, lifeless face dangling in her hooves.
Now, Fluttershy's head no longer stood atop her own body. Instead, a creature with dark, chitinous skin and glowing blue eyes licked his lips as, sloppily, he wiped away sweat from his forehead with a hoof. "Whew," the changeling sighed. "Uh, I mean-" He cleared his throat, and when he spoke again, Fluttershy's dulcet tones were replaced by a masculine buzzing. "Much better. Being Fluttershy is fun, but it's nice to remind myself of who's in charge, too."
He playfully caressed Fluttershy's mask one last time before placing it back on the stand. "Don't worry, Fluttershy. You'll get your turn again soon~" he said reassuringly.
Humming a little tune, he began tugging at his—Fluttershy's—hooves, and soon they became loose and slid off his own. With practiced movement, the rest of the bodysuit was peeled away quickly after, and the changeling shook the pink and yellow skin around a bit, air drying it as best he could before slipping it over the empty mannequin, Fluttershy's hooves, body, and neck fitting snugly over its blank exterior.
"Hmm, what to pick..." The changeling rubbed a hoof over his chin and scanned the remaining ponysuits, almost as if browsing a magazine. In the end, he shrugged and pointed toward his favorite mare of the bunch to wear: Twilight Sparkle.
"Hmm, Twilight," he purred as he stripped her skin and mask off the mannequin. "You always had such a sexy body. That perfect, bookish form of yours, combined with your cute little butt… how could anypony resist?" He flirted with the lifeless skin, as if it could respond to his compliments. "I'd pick you up any day," he continued, almost mockingly, "and I’m going to show you just how good you can feel with me inside you."
He squished the costume between his hooves for a little while before he began putting it on. "Well, time for little old me to disappear again"—midway through the sentence, his voice pitched upward, until it was an exact replica of Twilight's—"and time for her Royal Highness to take the stage~"
Slowly and sensually, he began suiting up in her skin, shivering as he felt the smooth material rub against him. "Oh, it feels so good getting to put you on again."
Biting his lower lip, the changeling suppressed a moan as his hole-filled legs were covered by hers, followed by his buttocks. Trembling, he gently grasped his cock and slid it into Twilight's nethers, where a convenient pouch concealed it beneath her purple pussy. "Such a snug, perfect pussy to conceal my cock," he mused, his voice dripping with satisfaction. "Though I could always fish it out through your pretty little cunt and give you a black cock of your own…"
He fantasized briefly before dispelling the idea. "No, not now. I'll keep your body as perfect as it should be."
It took a great deal of effort not to orgasm there on the spot, and the changeling only stopped himself knowing the payoff would be so much sweeter. Pausing for a moment, he decided to get into character, roleplaying as Twilight herself. "Oh yeah," he crooned in her voice, "stuffing your thick changeling cock nice and deep inside me. Such a good changeling hiding himself deep in my skin."
The sensation of Twilight's fur against his own carapace sent shivers of pleasure down his spine. Lost in the fog of lust, he reluctantly tore his hoof away from his groin and continued roughly tugging the suit on, yanking her barrel over his and stuffing his thin wings into her much larger ones. Though they didn't quite fit at first, with a flash of magic, they transformed into a more fitting shape, causing the wings to momentarily bulge and stretch as chitin slotted sweetly into feather.
Now in control of his new appendages, the changeling flexed them out, wriggling each individual feather before coming up with an idea. Reaching downward with his wings, he grabbed the rest of Twilight's skin with much more dexterity than was normally possible and pulled the suit over himself until it fully covered the changeling's chest. "Oh yeah, feeling my helpless wings flutter and writhe completely in your control is getting me so turned on," he moaned, still in Twilight's voice. "I can't wait for you to put me on entirely."
He reached one hoof into the suit, then another. Thrusting both into their respective armholes at the same time, he grunted as he yanked the suit upward with Twilight's wings all while squeezing his hooves deep inside hers. Feeling the rubbery, soft, and fleshy interior of the skin press tightly against his limbs and seeing Twilight's dangling hooves getting filled and coming back to life as his own—the sensation was exhilarating.
"Ah, that's much better. You've almost gotten me on all the way," he continued. "Does it feel good draping my body over yours? Because it certainly feels good having you inside mine. Such a good changeling putting on this helpless, horny pony princess. Why don't you look in the mirror and show me off?"
"Of course, Princess," the changeling replied in his own voice. "Anything for you." He struck a pose and gave himself a sultry grin, blushing at seeing his own head lodged on top of Twilight's body. "Purple suits me well, doesn't it?"
He switched back to Twilight's voice. "Oh, yes it does. You suit me so well. In fact, I think you make a better me than I ever could. Maybe you should just put me on and wear me forever~"
"I can't do that now, unfortunately," the changeling said in his own voice. Though he hated to admit it, all the real Mane Six were still out and about—in fact, the only reason why he'd been impersonating Fluttershy was because she was on her own little vacation, and the changeling had decided to step in (without Fluttershy's knowledge, of course). For now, he could get away with it, but too long and it would spell trouble. "You'll help me make sure that isn't a problem anymore one day, won't you, Twilight?"
Another idea came to him. In a flash, magic coated his head and neck. As it dissipated, his features morphed seamlessly, transforming into an exact replica of Twilight's head and neck, making it look like Twilight herself was wearing her own skin from the neck down. "Of course I will," he responded in Twilight's voice. "Getting to turn all my friends into your suits would be so hot! Imagining that faux smile you'll make me wear as you puppeteer my body into feeding them all sorts of lies before ensnaring them in your trap gets me sooo turned on~"
Though putting on a Twilight suit while already disguised as Twilight was an intriguing idea, and hot in its own right, getting to see his own body slip underneath her skin was even hotter. Dropping the disguise, he slipped his hoof into the empty neck piece of her mask and stretched it from the inside. "Well, here's the moment we've all been waiting for," he crooned. "Are you ready to be completely taken over, my little pony?"
"Oh yesss," he responded as Twilight. "Wear me, become me! Use me like your toy! I can't wait to feel my face stretched into yours and have every part of myself under your control. Hurry up, hurry up! I simply can't wait to be your skinsuit slave."
"That's the spirit," the changeling growled. "In that case, open up!" And with a mighty tug, he opened her mouth all the way up and stretched the mask over his head. Quickly (but not too quickly to avoid missing out on every intimate sensation), the changeling slipped his snout into hers, his mouth and tongue slotting neatly within her own, lining up the eye holes, ears, nostrils, and horn so both sets of features aligned perfectly. Working Twilight's jaw up and down, he adjusted the mask even further, getting rid of any creases and stretches. Finally, he yanked the mask’s neck piece down while using his other hoof to tug the neck piece of the bodysuit up, until both were connecting. Piloting one into the other, he rubbed and massaged the seam in between until there were no bumps or unusual protrusions from the area, only small imperfections noticed only with a careful eye.
Inhaling through his—Twilight's—nostrils, he savored the scent of clammy air mixed with rubber—something to constantly remind him of the artificiality of his disguise.
Before he fully became Twilight, there were still a few adjustments he needed to make. Looking carefully into the mirror, he transformed his crooked and warped horn so it better fit Twilight's, no longer leaving it skewed and droopy. He blinked once, and when his eyes opened again, they were no longer the pale blue of a changeling's, but rather the deep purple ones of Twilight's. He spun this way and that for a few more minutes, checking to make sure the disguise was absolutely perfect.
When he was satisfied, he stared directly into the mirror with Twilight's eyes and gave himself a fiendishly deviant grin. "My, my. Look at you all prettied up, Twi.” He gave a sinister laugh, imagining if some poor castle maid had stumbled into Twilight’s chambers during the finale of his suiting. “Who was that changeling you saw putting on my skin just a moment ago, dear? I simply have no idea what you could be talking about."
He reveled in the thought, knowing nopony would ever believe the castle maid even if she tattled. He looked as good as the real Twilight, down to every last detail. The mere idea of Twilight’s friends and acquaintances doubting their own senses, unable to see through the deception, made his heart race with excitement.
Well, maybe the disguise wasn't quite perfect yet. There was still an obvious bulge protruding from inside ‘her’ nethers and belly, pulsing as it twitched and stiffening by the second. ‘Twilight’ couldn't help it. It was something she needed to take care of, and fast.
"If I weren’t Twilight… if I really were some changeling wearing her guise, would I be able to do this?" With an anticipatory hoof, she pressed against the bulge and began fondling it. Turning around, she bent down and gave the mirror a full view of her dripping cunt and the hardening erection beneath it.
"Oh yeah," she moaned, "getting real horny for your Princess." Speeding up her stroking, she rubbed her pussy folds with increasing fervor, clenching her teeth in bliss. She spread her legs wider and flagged her tail, feeling her breath quicken with each touch. "My pussy was made for this," she groaned. "It feels so good, using it to grind against your hidden cock, like I'm meant for nothing else…"
Her breaths became rattled as she simulated winking her clit, the precum from her sheathed dick dripping through as if it were her own arousal. Her moans intensified, becoming more frequent and uncontrollable. Each stroke brought her closer to the edge, her body responding to the overwhelming pleasure with jerks and shudders.
"Could a changeling make me do this?" she monologued. "Make Celestia's prized pupil feel so good? I don’t think so. And you owe my Royal cunt an apology." Pausing, as if pretending to wait for an imaginary answer, she continued, "Oh, you still don't believe me? Fine. You caught me. I'm just some poor disguise being utterly manipulated by the creature inside me. My hoof moving at his every whim, not even my own voice under my own control. And I'm so fucking turned on by it," she moaned, feeling every word echo within her. "Him making me say every word of this unprincesslike dialogue, making me his puppet…”
Her hips instinctively bucked as a particularly visceral stroke sent shivers of pleasure shooting up her spine. "It feels so wrong… but so right! I can't believe you turned me into your suit just to stroke your changeling cock!"
Legs wobbling from pleasure, Twilight forced herself not to collapse to the ground and cum on the spot. She limped toward the empty skins of her friends, her breaths coming out in ragged pants. Upon reaching them, she gave each one a passionate kiss on the lips, strands of drool dripping between their mouths. When she got to Fluttershy, she sunk into the kiss even more. Her skin was still warm, almost as if Twilight really were kissing somepony else.
"I'm so sorry I had to do this to you, Fluttershy," she mock-bemoaned, "but I can't disobey a single order my master gives me! And it's so good knowing you're just an empty skin like me!" Closing her eyes and deeply inhaling the changeling's musk that still permeated Fluttershy's skin, she leaned further into her fantasy of capturing the real Mane Six.
"Girls, this changeling really is a monster, isn't he? Using me to turn my very best friends into lifeless skinsuits for his own perverted pleasures. And I can't help but be turned on by his every command. At first, I was so hesitant, but ahh, then he put me on for the first time and I saw the light. Now I understand," she whispered, her voice trembling with excitement. "My destiny isn't to be the Princess of Friendship. I'm meant to be your obedient ponysuit, host to your every desire!"
She was on the edge now, so close. "And worst of all," she continued, "he isn't even done yet! Princess Celestia, my beloved mentor! He's coming for you too! And I can't do a single thing about it, won't do a single thing about it. You must save yourself before it's too la- ahhhhh~!"
The thought alone was enough to push her over the edge. With a great cry, she came hard, cum surging from her cock, flooding her skin, and dripping out in thick, gooey globs. "Ohhh, yes! Fill me up more!" she howled. She came again and again, all the while still vigorously rubbing at her bulge, milking every last drop with her soft velvet hooves. Panting and gasping, tongue lolling out, eyes rolled up, her mind briefly fogged over completely, and she lost herself utterly in lust as spots appeared within her vision.
After the last dribbles of cum oozed out, Twilight groaned and collapsed to the ground in exhaustion. Her own fur matted in sweat and ‘her’ juices staining her skin made her feel damp and heavy.
Well, it wouldn't be the first time she'd have to wash her skin. Maybe a shower would do first: just the usual scrubbing, then maybe a little tugging at her skin to make sure the water seeped inside too. She licked her lips at the thought.
But that could come later. Twilight's cock was already hardening again, and after all, there were all these unworn skins of her friends begging to be tried on too…
Author's Note
This one's a fair bit dirtier than the last one, lmao. Actually wrote this way back in October 2023 so... yeah...
As always, thanks for reading, I really do appreciate it! I’d be grateful for any feedback on what you liked or didn’t like; I don’t mind if it’s frank and fair!
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