A few miles outside of The Changeling Hive of Chrysalis, there was a mare who was galloping for her life. She was in a jungle, just near the edge of it that led to the clearing where the hive was.

She thought she was far enough away to not cause any trouble. She thought wrong.

She was investigating some noises she heard when a changeling with a red tail and spiney mane, sort of like roman armor, had spotted her and gave chase.

"I wasn't planning on coming near your hive! Honestly!" She shouted as she galloped for her life.

Unfortunately for her, the changeling was fast. Very Fast. Much faster than her. In only sixty seconds he caught up to her and pinned her down to the ground. He hissed in her face and went to strike.

"Pharynx wait!!" Another voice shouted.

The changeling looked up, not getting off of the mare he had caught. He growled lightly and tilted his head.

"Thorax. Why are you stopping me? This mare had almost found you while you were-"

"I was luring her to perform a test!" A changeling with an electric ice blue pair of eyes and wings had made himself known.

"Test?" The changeling dubbed as Pharynx asked.

"Yes! Do you think I do all that research for nothing?"

"You call looking at those sheets of paper research?"

"There is no way you don't know what reading is." Thorax said bluntly.

Pharynx chuckled a bit, a dark, hoarse sound. "I know, I was just messing with you. If you really have a test that utilizes this pony, then go for it."

"Thank you, brother." Thorax said.

Pharynx got off of the mare, and before she could think about trying to run away again, Thorax pinned her to the ground from behind and mounted her.

"W-Wait! What the hell are you doing?"

"Be quiet." Thorax said. A thick, pulsating member slapped against her rear, and she whinnied in fear.

"If I'm right, this could change everything." Thorax said.

Pharynx sat back and watched as Thorax slammed his equine rod into the Mare's pussy, causing her to scream out.

Thorax leaned over and extended his fangs with a hiss as he started thrusting in and out rapidly. He bit down on her neck and injected a green liquid into her bloodstream.

His thrusts were hard, fast, and rough, not giving her a moment to adjust. At some point, her body began to tingle as Thorax thrusted into her.

Pharynx's purple eyes widened a bit as the mare's legs glowed green. The glow traveled up her body, leaving behind a changed form. Black chitin instead of creamy colored fur.

"No way..." Pharynx said in awe.

"Ngh. Just. Give it a. MOMENT~!" Thorax moaned, his wings fwomping out as he slammed into the mare and came in deep inside of her.

This sent whatever was happening to her into overdrive. She screamed out as her body was transformed from the inside out, including her brain.

Moments after Thorax finished his orgasm and pulled out of her, she had completely changed into a Changeling.

She was stronger than normal, and the act had grown Thorax's power. She was also completely bound to Thorax mentally and spiritually.

"Hah...It was a success!" Thorax said with a grin.

"W-what the…what did you just do?" Pharynx asked, completely stunned by the sight.

Thorax smiled at Pharynx, his tail flicking. "Oh I'm so glad you asked!” Thorax said with an excited smile.

“You see, I discovered an ancient method of Changeling 'reproduction' that was originally discovered a long time ago. Like a very long time ago, almost 10 Royal Lines back!” Thorax explained.

When he was sure Pharynx was listening to him, he continued.

“If a changeling overpowers a member of a compatible species, like ponies for example, we can infect them and forcibly turn them into changelings!” Thorax said with a big grin.

Pharynx stared at him silently, his muzzle hanging open a bit. Thorax decided to continue with his explanation.

“The best part is that this method makes the turned Changeling an eager servant of the Changeling who turned them. Watch!" Thorax chirped excitedly before he turned his attention to the recently turned Changeling.

"Slap yourself." He ordered.

She smiled and giggled as she began slapping herself repeatedly.

"She's happy to do it because I told her to!" Thorax said with a happy grin.

He turned back to her as she continued to slap her own muzzle. "You can stop." Thorax said.

"That ... That's amazing!" Pharynx exclaimed in awe.

"I know it is. Maybe doing research is more important than you think, Pharynx." Thorax ribbed playfully.

"Hmph, maybe..." Pharynx grumbled.

Thorax cleared his throat and looked over to the mare he turned. "What's your name?" He asked.

"Shimmering Tile, Master." The newly turned Changeling said with a smile.

"Well Shimmering. I'd like you to go back to your home and continue your life. When you're needed, I'll call for you." Thorax told her.

Shimmering Tile happily gave Thorax an obedient nod. Her horn lit up as she changed back into her pony form.

She then bowed her head to Thorax with a happy "Yes Master."

With that, she trotted off leaving Pharynx and Thorax alone.

Pharynx raised an eyebrow at Thorax.

"Why'd you do that?" He asked the younger bughorse.

Thorax smiled at him with a happy chuckle.

"Well Pharynx. I've been thinking about it. A Silent Invasion is the most surefire way to get what we want as Changelings." Thorax explained.

“And with this method, where we turn our enemies into willing slaves, we’re sure to do it. So, we should start somewhere small.” Thorax said.

Pharynx smirked at Thorax slightly. "... You're thinking of going after Ponyville, aren't you?"

Thorax chuckled and shook his head. "Not exactly. Ponyville is a small Pony Town that would have been a prime target had it not been for its proximity to Canterlot and the fact that The Princess of Magic lives there." Thorax explained.

"No, I was thinking of starting somewhere even smaller, somewhere more out of the way, to make sure we understand how this ability works." Thorax said.

Pharynx rubbed his chin in thought. "Hmmmm... In that case, how about Appleoosa?" The red maned changeling offered.

"That is a good idea, but I had something a little different in mind." Thorax said.

He then told Pharynx of a very small town in a very quiet part of Equestria, one that barely anyone visited that didn’t already live there.

As Thorax finished speaking, Pharynx nodded in agreement with a dark smile.

"This place sounds absolutely perfect for our little test." He chuckled.

Thorax smiled back at his brother and partner.

“I agree.” Thorax chuckled before he grinned playfully at Pharynx. "We should go right away. I can tell how excited you are to try this. You haven't stopped releasing pheromones." Thorax teased.

Pharynx blushed and crossed his forehooves. "Hmph! I can tell that you're just as excited too, so I agree! Let's get going."

Thorax's horn lit up ice blue as he transformed into a blue pony with darker blue mane. "Make sure to disguise yourself."

Pharynx disguised himself as a white pony with a yellow mane. “You don’t have to tell me that.”

With that, the now disguised changelings trotted off, leaving the hive behind for the time being as they made their way into Pony Civilization.

Later on, they found a transportation stop with a Train and Hot air balloons. They paid one of the hot air balloon workers to take them to their destination.

"You sure? It's pretty far out there." The worker said.

"We're sure." Thorax said.

The hot air balloon worker pony shrugged. "Okay. Hop in." He said.

And just like that they were on their way to the tiny village of Our Town.

The two spent the trip making plans on how they'd handle it when they arrived.

They communicated through their shared telepathy. The hive mind was far enough away that they couldn't eavesdrop.

"We should see what kind of shops they have and what the daily happenings are like." Thorax suggested.

"Agreed, and we should find out who runs the town, if anyone." Pharynx agreed.

They continued discussing their plan telepathically as the Hot air balloon got closer to their destination. Eventually they arrived and dropped down right at the entrance.

The two got off the balloon and headed into the town to take a look around.

It hadn't changed much since a certain unicorn left it behind. It was still the one road with buildings on either side.

"...You'd think they'd have spiced the place up a little by now..." Pharynx said.

"Right? But it's better for us." Thorax said as they got out of the hot air balloon.

"Agreed," Pharynx said as a few ponies came up to them.

Thorax cleared his throat as they approached them.
"Hi! My name's Thorfinn. This is my Best Friend Pherris." Thorax greeted, introducing himself and Pharynx.

A white stallion who seemed to be leading the group of ponies smiled and shook Thorax’s hoof.

"Nice to meet you. I'm Double Diamond," The Stallion said. "And this is Night Glider, Party Favor, and Sugar Belle." He said, pointing out each pony as he said their names.

"A pleasure.” Thorax said happily. “How is it around here?" Thorax asked.

"It's pretty peaceful. Not much happens," Double Diamond said with a shrug.

Thorax and Pharynx grinned at each other. "That’s exactly what we're looking for. Is there an Inn in town?" Thorax asked.

"No, but the house over there is pretty much used for guests," Night Glider gestured toward the house at the end of the street.

"Delightful, is it okay if we hole up in there?" Thorax asked.

"Of course. Make yourselves at home," Sugar Belle said with a smile.

Both brothers thanked them and walked off together.

"How naive of them..." Pharynx chuckled telepathically.

Thorax smiled as he opened the door for Pharynx. "I really hope that wasn't a fluke with Tile. If it wasn't, then this is going to be too easy."

"We'll find out soon enough," Pharynx told Thorax as he smiled back at him while he walked inside.

Thorax followed him inside and they surveyed the empty house together.

"Looks nice." Thorax commented.

"Very spacious. Which is good for us." Pharynx said with a grin.

Thorax chuckled and nodded in agreement.

"Now..." Thorax trailed off as he looked out of the window. "Where should we start?" He asked, looking back at Pharynx with a grin.

Pharynx rubbed his chin in thought. "Hmmmm... Let's start with one of the random townsponies. One that didn't greet us."

"Yes. Let's." Thorax Said with an agreeing nod.

He then returned to looking out the window, surveying everypony who trotted by.

"See anyone who appeals to you?" Pharynx asked as he trotted around the house to take everything in.

"Hmm....There’s this white unicorn mare. Her cutie mark is a stack of books. My guess is a librarian or something similar. She could be useful." Thorax suggested.

Pharynx trotted up to him and looked out the window with him, checking out the mare he was pointing out.

He grinned and turned to Thorax with a nod. "Yeah, let's start with her."

After that discussion, They spent the rest of the day planning out what to do once they got her. They decided that Pharynx should be the one to lure her so Pharynx, or Pherris, put the moves on her, and made her feel great about herself. All to get her in the house by the end of the day.

And before long, the trap was sprung and she was inside with them.

Thorax and Pharynx had discussed it earlier and they both decided that Pharynx needs to find out if he can also change creatures into changelings the way Thorax can or if it's just Thorax, that was why Pharynx was the one to woo her.

"So...How do you guys like the town?" The mare, Snowy Haze, asked.

"It's... quaint," Pharynx said after a moment to think about how to describe it.

She was looking around the room, her back towards Pharynx. The disguised changeling grinned, his eyes glinting in the light of the house.

With the opportunity provided, Pharynx practically slammed his rod into the mare's rear.

Pharynx deactivated his disguise and put his forelegs around her throat, keeping her from screaming. That didn't keep her from trying though. Her body twitched as the changeling's cock filled her completely. She looked back at the sudden phallic intrusion of her rump and was horrified to see the undisguised changeling responsible.

"Shhh... don't bother resisting," Pharynx cooed as he began to pump in and out of her body.

She continued trying to scream, but had no way of doing so with Pharnyx's expert hold. Thorax sat back and watched his brother and partner rape the mare rather violently.

Pharynx's cock started to twitch within her after around ten minutes of him fucking Snowy Haze.

"Remember. I bit the last one's neck first. Time it." Thorax reminded him.

Pharynx grunted and nodded in acknowledgement as his thrusts grew wilder and faster. As his cock began threatening to release, he bared his fangs with a hiss and leaned in. He violently bit her neck just before he came.

He came deep into her just as he injected changeling venom into her neck. She let out a strangled scream. Soon a tingle traveled up her entire body, and along came the glow as she slowly began to forcibly turn into a Changeling.

Pharynx continued to release his seed for several long seconds, ensuring the change finished properly. She had turned into a feminine changeling with very light purple eyes.

Once his orgasm was finished, he felt an invigorating feeling in his entire body. He had grown stronger from turning the mare into a changeling.

He grinned happily as he pulled out with a wet pop.

"Looks like it was a success." Thorax said with a big grin.

"Yup. How do you feel?" Pharynx asked the new changeling as he grinned.

"I feel amazing, Master." Snowy Haze said with a smile.

"Good girl.” Pharynx said as he sat down on his haunches. “First thing’s first. Get over here and clean me up.” He ordered, waving his still hard, green cum covered cock at her.

She rushed over to him and laid down on her barrel. She began eagerly licking his cock clean from all the cum left over on it.

Pharynx grinned down at her and petted her head. “Good girl. Now, we'll need you to help us with our plan to take over this small town." He said while petting her.

She looked up at him with an adoring smile. "Yes Master!! Anything you want!"

Thorax walked over to Pharynx and kissed his cheek. "Should we insert her back into the town?"

Pharynx purred from Thorax’s cheek kiss and nodded. "Yeah. We'll use her to lure other ponies here now that we know I can turn other creatures into changelings too," Pharynx said.

Thorax smiled and nodded in agreement. "Yes I agree. I think I'll take Night Glider when we get to those four." Thorax said.

Pharynx grinned before He looked at the recently turned changeling with a smirk. "Go back home and act like you normally would until we give you an order." He demanded.

“Yes Master!” Snowy Haze cheered before she disguised herself as her old mare form and trotted out of the house.

"I think I’ll take Sugar Belle," Pharynx said once he and Thorax were alone.

Thorax whined semi playfully. “Awww, I wanted her too!”

"...Fine. I'll take the other two," Pharynx said with a playful eye roll.

Thorax smiled happily and nuzzled against him. "Thanks~!" He chirped.

"You're welcome," Pharynx smiled a little.

Thorax kissed his cheek once more before trotting to bed. "You know, Phar. this place only has one bedroom."

"You want an intense cuddle session?" Pharynx asked with a grin as he followed him.

"Some passionate hugging sounds fun." Thorax chirped as he turned back to Pharynx.

The slightly taller red maned changeling shrugged. "Alright, but you're the little spoon~." He purred.

"Fuck yeah I am." Thorax said before pulling him into bed.

Pharynx chuckled as they laid down together on their sides. He wrapped his hooves around him before lining his rod up with Thorax’s entrance. He then groaned in pleasure as he slipped it into his rear.

Thorax let out a cute moan as his other half began thrusting into him slightly. "You're always so big Pharynx. I love it when you do this." Thorax moaned happily.

"Yeah I know you do, bitch. I'm glad you like it so much," Pharynx said with a soft moan of his own as he pumped into him a little bit.

"Mm. Next time I'm fucking you though~." Thorax moaned, his eyes beginning to glow pink.

"Heh... alright fine," Pharynx said with a chuckle, kissing his neck. "For now, it's bedtime."

Thorax purred and backed into his rod, using his changeling body to morph around his cock to be the most pleasurable hole possible to Pharynx. "Come on, don't you want to have a little fun together before we sleep~?”

"Heh. Alright fine you needy little bitch." Pharynx chuckled before he suddenly began to pound into Thorax at an intense pace.

Thorax groaned out in pleasure, his tail flicking in excitement and his wings buzzing a bit in pleasure. "Fuuuck yes~!" The younger bughorse moaned.

This encouraged Pharynx to speed up his thrusting. He grunted and purred in pleasure while Thorax was a moaning mess.

The red maned Changeling was thrusting in and out of Thorax at an ever increasing speed. Thorax had a very happy expression on his muzzle the entire time, moaning in pleasure.

After a little while Pharynx's cock started to twitch within Thorax.

"Cum inside me. Do it you sexy beast!" Thorax moaned, panting in ecstasy.

"Heh, alright you needy wimp," Pharynx said with a chuckle. With one more good thrust he let out a loud moan as he released his seed into him.

Thorax moaned in joy as he came from his own massive changeling princely cock. Pharynx filled him up with the glowing green cum unique to Changelings.

Even when the orgasm slowly came to an end, Pharynx refused to pull out.

"Mmm...okay...now It's time to sleep. I love you Pharynx." Thorax said, causing the elder bughorse to glow a bit.

"I love you too," Pharynx mumbled as he shut his eyes.

Thorax purred as his body began glowing as well. He leaned back into Pharynx and closed his eyes.

Elsewhere In The Village

"What's this about?" Double Diamond asked as he was brought into a group with his friends.

"We're placing bets on Thorfinn and Pherris!" Party Favor said.

Double Diamond raised an eyebrow. "On?" He asked.

"If they're a couple or if they're just friends." Night Glider chuckled.

Double Diamond rolled his eyes and shook his head. "Who's on what team?" He asked with a chuckle.

"Me and Sugar Belle are convinced that they're both Pan." Night Glider said.

"Isn't like over half of Equus Pan?" Double Diamond asked.

"That's why it's a safe bet!" Sugar Belle said.

The white stallion rolled his eyes.

"Put me down for just friends," Double Diamond said after a moment.

"Oooh, Risk taker!" Night Glider teased. She flew over to a whiteboard and slapped a sticker with the letters DD on the side of Just friends.

"I like being a rebel," Double Diamond said with a shrug.

"Yeah sure you do Mr. Righthoof Stallion." Party Favor said, nudging his side.

Double Diamond blew the mane out of his face. "You guys are never gonna let me live that down, are you?"

"Nope," Sugar Belle said with a giggle.

"Well, anyway. Back to the topic of the two newcomers. I think, regardless of whether or not they're in a relationship, I think they're very nice." Double Diamond said.

"Yeah, I get a great vibe from them." Night Glider agreed.

"They're such nice ponies." Party Favor agreed.

“I bet they’re writers or something! I hope they like cake!” Sugar Belle said. ”They’re so pleasant.”

The Next Day

A pair of mares let out muffled cries as they were both raped by Thorax and Pharynx. The pair of changelings had placed changeling goo over their muzzles to keep them from screaming.

"I am so happy this method works so well! It's so much fun!" Thorax moaned as he thrusted in and out of his mare.

"Yeah, it's a lot more fun than trying to absorb love," Pharynx said as he pounded away in his mare.

They were both very rough and violent with their thrusting, pinning the mares down to the ground beneath their barrels.

"It feels way more sustainable too! I Haven't felt hungry since we started!" Thorax said with a happy grin.

"Neither have I!" Pharynx said, his cock beginning to twitch heavily as his thrusts grew wilder.

They got rougher and faster with each thrust, which brought them great pleasure at the Mares' expense.

"Ngh~! Oh fuck yes!" Thorax moaned before he bared his fangs and bit down on his Mare's neck, forcing his venom into her as he came violently into her rear.

And at the same time, Pharynx bit his mare, injecting his venom as he came, letting out a loud muffled moan.

The mares screamed into the changeling goo covering their muzzles, their eyes rolling up as their bodies began to tingle.

They were transformed within sixty seconds. Each time Thorax and Pharynx changed a pony into a Changeling, the process got faster. Once they came. They built stamina up each time they fucked someone.

They were also getting more of a boost in power each time they changed a pony.

The pair of changelings pulled out of their new servants and took the goo off their muzzles.

"How do you feel?" Thorax asked, scritching the chin of the former pony he had raped.

"A...amazing master," the new changeling said, purring and leaning into the scratching.

"Good girl. What's your name?" Thorax asked.

"Green Hoof," the mare said with a happy smile as she leaned into Thorax’s hoof.

Thorax smiled at her and continued to scritch her chin.

"Well Green Hoof. I want you to continue your life as normal until we call for you.” Thorax ordered her.

Pharynx gave a look to the mare he raped who was looking up at him with a happy smile.

"You too." Pharynx said gruffly.

Both mares smiled happily and obediently nodded their heads. "Yes Masters!" They both chirped.

The two then took their old forms before leaving, smiling happily as they walked out.

Thorax stretched his back with a satisfied sigh.

"This is going very well. We've turned half of the town's population, and we've only been here a day and a half!" Thorax said happily.

"Hell yeah! Not much longer and the whole town will be ours!" Pharynx said with a grin.

Thorax rubbed his side against Pharynx. "This has been so much fun. It would've been fun had I had to do it all on my own, but I really enjoy sharing this experience with you. You're my favorite ling in the world!" Thorax said sweetly, infusing Pharynx with some love as he nuzzled him.

Pharynx grinned down at him and put a foreleg around him. "You’re my favorite too bro. Even if you can be a bit of a wimp," Pharynx chuckled, giving him a playful noogie.

Thorax purred as the noogie slowly turned into head petting. He then pulled Pharynx into a heavy kiss, shoving his tongue into his muzzle.

Pharynx happily returned the kiss and gently tugged on Thorax's tongue with his.

Thorax put his forelegs around Pharynx and dominated the kiss, purring gently into it.

Pharynx took this as a challenge and started wrestling his tongue with Thorax’s.

Thorax moaned gently and eventually won their tongue wrestling match, plunging his tongue down his throat repeatedly.

Pharynx continued to put up a token resistance, but mostly just let him have his way. Thorax spent the next few minutes tongue fucking Pharynx’s throat, moaning hotly.

They kept the kiss up for a while, as neither Changeling needed to breathe.

When they eventually separated, Thorax gazed into Pharynx's purple eyes. "I love you." He said happily.

"I love you too," Pharynx said with a smile as he gazed back

They nuzzled each other before letting go of their embrace. "Mm. Let's continue our fun, shall we~?" Thorax said as he glanced out the window.

"Yes we shall," Pharynx said with a grin

The pair of changelings spent the rest of the day converting every pony in town into a changeling, until all that remained was Double Diamond’s group.

With just those four ponies left; they saw no reason to sneak around.

Thorax and Pharynx approached the four of them right after they had lunch together at Sugar Belle's bakery.

"Hi guys. What's up?" Party Favor asked.

Thorax and Pharynx grinned evilly and dropped their disguises, revealing their true Changeling forms.

"Nothing much." Thorax said.
The four ponies were frozen in startled shock for a few moments, and those moments were all Thorax and Pharynx needed to spit goo at them, trapping them in place.

"Sorry about this, but you're the last ones we need," Pharynx said as he got behind Double Diamond, not sounding the least bit apologetic

"W-What the fuck?! You two were changelings the entire time!?" Party Favor said in terror.

He looked at the townsponies who had come out at the commotion. "Help us!" He shouted.

Thorax grinned as he walked behind Night Glider. "Oh they won't be helping you." Thorax chuckled darkly.

"W-Why not?" Sugar Belle demanded. “Of course they’ll help us! They’re our friends! They would never stand for…” Sugar Belle trailed off as all of the surrounding townsponies dropped their disguises, giggling as they surrounded the four ponies.

Aside from the four of them, every single pony in Our Town had been converted by Thorax and Pharynx.

"No!!" Night Glider shouted. "What did you do with all our friends!?" She cried out.

Thorax grinned as he mounted the pegasus. "Exactly what we're going to do to you!" Thorax said before slamming his massive changeling rod into Night Glider's tight rear.

Night Glider screamed out in pain as Thorax’s cock spread her open. Pharynx grinned and slammed inside of Double Diamond, causing him to scream out in pain as well.

"We converted them into superior changelings. And now they’re our personal servants. They're happy to do whatever we say. Isn't that right?" Pharynx called out to the converted ponies as he continued to roughly pound Double Diamond

"Yes Master!" They all cheered as a crowd.

Double Diamond and Night Glider screamed as both Changelings roughly raped them.

"Ahh! Get off of me! You psychos!!" Double Diamond screamed.

Night Glider couldn't even talk, Thorax's thrusts were so intense, and her body was so much weaker than his, it was all she could do to scream.

Pharynx grinned as he pounded even rougher into Double Diamond, running his hooves along his body.

Party Favor was struggling in the changeling goo, trying to escape while Sugar Belle broke down into sobs.

"I can't believe this! I don't believe this! I refuse to believe that my friends turned into changelings! What did you do with them?!" Sugar Belle cried out.

Thorax grinned as his cock began to twitch inside of Night Glider.

"You don't believe me? Well, watch this~!" He said with an evil grin.

He then bared his fangs and bit down on Night Glider's neck just as he came deep inside of her.

The pegasus shrieked out in shock and then moaned as her body developed a pleasurable tingle.

She glowed as she changed into a changeling in ten seconds flat.

"Ah~! Fuck yes~! I feel so great! Thank you Master!!" Night Glider moaned happily.

Thorax pulled his fangs out of her neck and pulled his cock out of her ass, grinning as Sugar Belle and Party Favor looked at her in horror.

"You're very welcome." Thorax cooed, letting Night Glider out of her gooey bonds.

With one of them changed, Pharynx bit down hard on Double Diamond's neck, injecting his venom as he thrust forward and released his seed.

Double Diamond screamed out as Pharnyx came into his ass, and he too changed in just as short a time as Night Glider.

"How do you feel now?" Pharynx asked with a grin as he pulled out with a wet pop before he walked behind Party Favor.

"I feel fucking amazing Master!" He cheered as he was freed.

Party Favor and Sugar Belle struggled in their gooey bonds, screaming and crying.

"Get away! Get away from us!" Party Favor shouted.

“Leave us alone!” Sugar Belle cried.

Thorax and Pharynx thrusted into Sugar Belle and Party Favor respectively, causing them to scream in pain.

"Good boy," Pharynx praised Double Diamond as he pounded away in Party Favor

Party Favor tried to pull away, but it seemed like as he and Sugar Belle struggled, the stronger the gooey bonds got.

And the rougher the changelings’ thrusts became.

Being the last two ponies in Our Town to be converted, Thorax and Pharynx took their sweet time raping them. They were thrusting into them for what felt like hours for the poor ponies. The sun had set a while ago.

"Mmf...getting close, Pharynx~! Let's do it together~!" Thorax moaned out. His wings were buzzing as he thrusted in and out of the screaming Sugar Belle wildly.

"Okay! Let's go on three! One..." Pharynx moaned out.

"Mm~! Two~!" Thorax moaned.

They slammed together and let out a pleasured cry of "THREE~!" As they came violently into Party Favor and Sugar Belle before biting their necks.

This time, it took them only 5 seconds before they were no longer Ponies.

Pharynx and Thorax pulled out of the converted Party Favor and Sugar Belle, both of their cocks still sleek with green changeling cum.

They sat back on their haunches and ordered their newly turned servants to clean their cocks.

Sugar Belle and Party Favor were happy to obey their new Masters and eagerly began throating their cocks to clean them.

Now, everypony in Our Town was converted into a Changeling. They were all Thorax and Pharynx's servants. The pair had grown exponentially stronger from this ordeal.

"How's it feel~?" Thorax asked the newly converted Sugar Belle once she finished cleaning his cock.

"Amazing Master...." The former pony said with a blissful smile.

"Good girl." Thorax said.

He stood up now that he was cleaned up and walked forward, into the center of the very small town.

He cleared his throat and ordered everyone to gather around. Pharynx walked up next to him, both of them exuding authority.

"Okay Everyling. You are all superior Changelings now! But you are all our servants!" Thorax reiterated.

"Yes Master!" The newly turned grubs cheered.

They paid attention to everything their Masters had to say.

"We want you to act as if nothing is amiss, as if your lives never changed, until we tell you to do otherwise." Thorax said.

"We will be reporting the success of our experiment to Queen Chrysalis later. But before we do, we're going to rest. That is all. " Thorax said, dismissing them all.

"Yes Master!" Was the response from everyling present.

They all changed back into their old pony forms and trotted off. Pharynx nudged Thorax's side.
"Way to sound like a prince." The elder bughorse teased.

"Well, we technically are princes." Thorax giggled.

"True, but you don't usually act like It," Pharynx said with a chuckle.

Thorax laughed and shrugged his shoulders. "You got me there. What can I say? I feel pretty god damned powerful and great about myself lately." Thorax said.

"Finally," Pharynx said, patting him on the back.

Thorax smiled at him and kissed his cheek. "Let's go get some rest." Thorax said with a happy purr.

"Fuck yes.” Pharynx agreed. They trotted back to the guest house together and went straight to bed.

Thorax held him from behind, licking his neck. "Remember, I told you that I'd fuck you next time." Thorax purred.

"Yes you did. So what are you waiting for?" Pharynx smirked.

Thorax wrapped his hooves around him and slammed his cock into Pharynx's tail hole.

This caused him to let out a happy moan as he pushed back against him.

"Oh fuck yes, you're so damn tight!" Thorax moaned as he began thrusting in and out of him.
new

"I know. Perfect for you," Pharynx said with a cooing moan as he rocked back and forth against him.

Thorax fucked him at a brutal pace which was exactly how he knew Pharynx liked it, and how he’d want it if Pharynx was fucking him.

“Ah~! I love you so damn much Phar~!” Thorax moaned, licking and kissing his neck.

"I love you just as much, Thor," Pharynx moaned out, body shuddering with pleasure.

Thorax fucked Pharynx for a solid hour, both of them moaning lovingly. "Ah~! Ah~! Phar~! I'm gonna cum~!" Thorax moaned, his cock twitching inside of Pharynx.

"D... Do it!" Pharynx's cock started to twitch

Thorax moaned loudly as he hilted inside of Pharynx and came an absolutely massive load.

And this was enough to send Pharynx over the edge as he came onto the bed, staining the sheets with his green changeling cum.

Thorax rode his orgasm out inside of Pharynx for a solid few minutes. When he was finally finished, he pulled Pharynx close, purring against him as he grinded inside of him, refusing to pull out. "Love you...love you so much~." Thorax moaned.

"I love you more!" Pharynx cooed.

Thorax held him tightly and laid his head on top of his. Both of their bodies were glowing from their love making session.

They both seemed to grow a little bigger and more muscular as a result. The magic that coursed through them was more potent.

"Mm....Okay...I think it's time we sleep off the day." Thorax moaned, nibbling Pharynx's ear.

"Agreed," Pharynx said before he shut his eyes.

Thorax closed his eyes and pulled Pharynx just a little closer. Together, they drifted off to sleep.

They had a long day of conversion, and they earned their rest.

Tomorrow, they’d return to the hive and report the massive success. For now, they dreamed of each other together.

Author's Note

I know its been a very very long time since I posted anything at all on this website. And to come back out of nowhere and post this massive chapter must come as a shock to anyone still paying attention to me.

To anyone new who comes across this story. Hi! Welcome, thank you for reading the first chapter of Power Breeds Change.

I am extremely proud of what my friends and I have created. This chapter was a doozy, and I'm grateful to anyone and everyone who gave it a view.

There will be more coming for this story. And eventually all my other stories. I think its safe to say I'm back into mlp.

This time, I hope it's for good.

Thank you to anyone who read this mess of an A/N, and thank you for reading the chapter.

As always, I'll respond to any comments I get!