The day the changelings have been waiting for quickly came. Cloudsdale had drifted close to the hive. They were getting ready to make the surrounding area into a winter wonderland for a few months.

Thorax, Pharynx, and the Fourteen changelings they had picked to join them trotted through the forest, all disguised as run of the mill pegasi.

"Remember to make as little of a scene as possible. We will be focussing on the Wonderbolts alone. Zoralis and Novarro will be your two team leaders." Thorax told them all.

They all nodded in understanding as they walked.

As weather control Pegasi flew down to take stock of the surrounding area, the disguised Changelings made their way into Cloudsdale undetected.

"My lords. We all wish you well on your part of the mission." Zoralis said through the hive connection.

"Thank you Zoralis. Good luck to you guys as well." Thorax responded.

The sixteen changelings split up. Novarro took his team towards a residential area while Zoralis headed for the weather Factory.

After watching the teams leave for a moment, Thorax and Pharynx flew up and headed towards Wonderbolts HQ.

As they flew together, they noticed a pair of pegasi walking on the cloudy path below them talking to each other.

They were clearly headed towards the Wonderbolts HQ, so the brothers flew down a bit while remaining out of sight to listen to their conversation.

"Aw man, I can't believe we both got hired!" One of them said.

His friend grinned at him. "I know right? I can't wait to see what Wonderbolts HQ is like!"

Thorax and Pharynx grinned at each other before landing quietly behind them.

The two practically leapt onto the pair almost immediately as they landed.

They covered their muzzles and pulled them away from the public path, into a patch of clouds that kept them hidden.

Five minutes later, Thorax and Pharynx walked out, disguised as that very pair of Pegasi. They had converted them and sent them away, taking their identities for their mission.

"That was almost too easy," Pharynx commented as they resumed flying towards the HQ.

"Let's not constantly comment on how easy our tasks are. Don't want to jinx it right?" Thorax pointed out.

They reached the entrance to the HQ, which opened for them when they showed off their brand new badges.

The two took a moment to look around the inside of the building, surveying everything and committing it all to memory.

There seemed to be two factions of sorts inside. The actual Wonderbolts, and the Staff. The pegasi Thorax and Pharynx were disguising themselves as were staff.

Eventually one of the current staff members called out to them. "You must be the new hires."

"That we are." Thorax said as they approached. "My name is Silver Lining." Thorax said.

The pony he was disguised as had a silver fur coat and White mane and tail with silver streaks in them.

"My name is Blue Streak," Pharynx said. The pony he was disguised as had a blue coat and a light blue mane with a blue streak through it.

"Hmm. Right on schedule. You two have quite the impressive resumes. Let's see if you're up to the task. Come with me." The Staff Member, a pony named Clear Skies said.

"Thank you sir," Blue Streak said as they followed him.

He brought them into his office and walked to his computer. "Okay let's see what needs..."

Thorax locked the door behind him.

"Go have your fun brother. I'll watch." Thorax said with a grin.

Clear Skies furrowed his brow. "What are you two-"

He was cut off when the pair released their disguises.

As soon as Pharynx switched to his true form, he tackled Clear Skies and rammed his cock into his rear.

Clear opened his muzzle to scream, but Pharynx shoved his face into the floor.

"Don't talk. Just relax," Pharynx taunted with a chuckle.

The changeling emperor began thrusting in and out of him. They had grown so powerful that Pharynx's victim started to turn just from his leaking pre.

Pharynx continued to roughly pound away, not wanting to stop just because of this.

Clear Skies was turned entirely before Pharynx's cock even began to twitch.

When the change finished, Pharynx gave a few more hard pumps before releasing his seed into the new changeling.

The changeling who was formerly the pegasus Clear Skies moaned in pleasure as his Master gifted him a load of emperor cum.

He pulled out with a wet pop, smiling happily

"Make sure you report nothing is amiss if you're asked later. Act as if everything is normal." Thorax told him. "Oh, and give us a list of every single pony in the Wonderbolts."

"Yes sirs!" Clear Skies did before proceeding to do just that.

The pair left him alone to continue doing his job.

Meanwhile; outside of Wonderbolt HQ, at the weather factory.

Zoralis and the six Changelings he had with him had succeeded in converting 7 ponies into eggbearers.

They sent them back to the hive to begin their new duty, and took their place in the factory. In his normal undisguised form, Zoralis had red eyes and mane, purple wings and long fangs.

Right now, disguised as a supervisor in the Weather Factory, he was a stocky pegasus with a red coat and blue mane.

He had two changelings with him converting the upper echelon of the Factory. The other four Changelings in his team were working on Converting the workers.

Right now, Zoralis was raping an upper middle manager mare by the name of Cloudy Days.

They had gooed up her legs, and he had her pussy while another changeling had her ass and another had her muzzle.

The three of them were bucking into her like pistons. Her mind couldn’t handle the overload of pleasure and pain filling her entire body.

"Ah~! The Emperors were right! This is so much fun!" Zoralis moaned.

"Yes it is! And it gets better by the moment!," one of the other changelings moaned out happily as they pumped away.

The mare between the three of them was screaming around the changeling shaft in her throat, which made that changeling moan very happily.

“Thank you so much for choosing us as your partners, Major Zoralis!” He moaned as his wings buzzed.

“Mmf, fuck! You’re welcome! You two were the most powerful on my team!” Zoralis moaned, his wings buzzing as he felt himself get closer.

His subordinates moaned loudly as they felt themselves approach orgasm as well.

“I think I’m almost ready to blow!” The changeling in Cloudy Days’ ass moaned.

“Ngh! Me too!” The changeling throat raping her said.

"Let's go at the same time!" the one in the ass said.

"I agree!" Zoralis grunted.

Cloudy Days screamed and tried to break out of her gooey binds, but had no chance.

The changelings all twitched within her, before moaning loudly in unison as they hilted into all of her holes and came violently.

They leaned down and bit her at once, flooding her body with venom.

Once she was bitten, her body tingled pleasantly as she rapidly began to turn. Before their orgasms were finished, she had been turned into a Changeling.

She squealed as she was turned into another Eggbearer for the hive. The changelings pulled out of her and finished onto her body.

The mare turned changeling smiled and giggled happily as her body was covered in the glowing green cum of the Changelings.

“Listen up, bitch. We’re going to convert every pony in Cloudsdale into a Changeling. After that happens, we want you all to act as if nothing is different. Don’t raise any suspicion at all. Wait for further orders from Lord Thorax and Pharynx.” Zoralis said.

Cloudy Skies smiled and giggled happily. “Yes Sir. May I have some more cum?” She asked.

She had scooped all the cum off of her body with her wings and licked it all up.

Of course you can," Zoralis said with a smile as he walked around to her front.

Zoralis sat on his haunches, and Cloudy Skies eagerly crawled between his legs and began licking his red shaft.

"Mmmm... that's it, that's a good girl," Zoralis praised as his cock began to harden once again.

The newly converted changeling purred in excitement, her stormy gray eyes sparkling as she licked his shaft from base to flare.

His cock slowly reached full mast within from her licking.

Cloudy Skies rested her hooves on Zoralis's legs and licked around his flare. After a few moments of this she opened her muzzle and swallowed down his cock.

"Mmmph~!" She moaned, her eyes shifting into hearts.

Zoralis's subordinates sat back and watched as the new egg bearer happily worshiped the Major's red rod. They stroked each other off as they watched.

"Man, I hope The Emperors let us take in some of the convertees for Pets! Look at her go!" One said.

"I'm sure he will! Especially if we're really good for them," the other subordinates said.

Zoralis put a hoof on Cloudy Skies' head as she began bobbing along his shaft.

He started lightly thrusting against her mouth to help her move.

She moaned in pleasure, jolts of joy shooting up and down her spine as she sucked off one of her new masters. Inside her muzzle she swirled her tongue around his red rod, wanting to bring him as much pleasure as she could.

He rewarded her with a few more hard thrusts, horn glowing as he used magic to stimulate her pussy.

She was already leaking just from sucking Zoralis off. Now she was drizzling out femcum while groaning around the shaft in her muzzle.

He could feel his cock twitch a little within her throat as he continued to stimulate her.

She flooded the floor with her translucent femcum, screaming around Zoralis's shaft.

This was enough to send him over the edge as he thrust up and released.

Her muzzle was flooded with Zoralis's glowing green cum. Cloudy Skies eagerly swallowed every drop she could, but Zoralis's orgasm was rather intense and ended up exploding out the sides of her muzzle and from her nostrils.

The orgasm was so strong his cock was actually forced out of her throat, causing the last bit of seed to hit her face.

She giggled in delight as her face was covered in hot glowing green changeling jizz.

"Thank you Master." She said with a happy giggle, licking the cum off her muzzle.

"You're welcome, slut," he said with a smile as he watched her.

He nudged her with his back hoof to have her face his two subordinates just as they finished from each other. They came all over body, making her squeal in delight.

"How do you feel now?" he asked her with a chuckle.

"I love cum!" She giggled happily, licking them all clean eagerly.

"Good girl!" Zoralis praised.

Her wings buzzed happily. Eventually, they left her in the corner, licking cum off of her body while they discussed their planes.

"So, Moirune, Falnox. That makes four of the ten supervisors." Zoralis said. "I think Kai and the others working on converting the worker pegasi started with the Cafeteria since they're the most secluded."

"Yeah, that's what they said they were doing," Zoralis said after a moment.

"What should we do next Major?" Falnox asked.

Moirune walked over to Cloudy Skies who looked up at him.

"First things first. You better make sure you act as if nothing has changed." Moirune reminded her.

"Yes sir," Cloudy Skies said before taking her original pony form.

"Good girl." Moirune said with a smile.

Zoralis pulled out an Employee Manifest.

"Six Supervisors, 5 managers, 3 middle managers, 2 upper managers, The CEO and the Owner. That's what we have left." Zoralis said.

"Well then, let's start with the supervisors." Moirune suggested.

Zoralis rubbed his chin and looked over at Cloudy Skies. “Who would be the next easiest Supervisor to get alone?”

“Well, Rainy Roads usually hangs around in his office. He barely does any actual supervising.” Cloudy Skies said.

The three changelings turned back into their disguises forms. “Then I guess we’ll go after him next.”

"Sounds like a plan," they said before heading off.

Zoralis led Moirune and Falnox out of the room. They put hard hats on and trotted through the cloud production floor.

Rainy Roads was in his office, the 'In a Meeting' sign eternally hanging on his door. Some say he brought it with him on his first day.

Despite this, there was a knock on his door anyway.

"Read the sign!" He growled before he continued sculpting the cloud bonsai on his desk.

The knocking persisted for a few more moments, slowing grating on his nerves.

He thought it’d go away if he ignored it long enough, but it only seemed to grow louder and more insistent.

"Ugh, for fucks sake...is this about the union? I already signed everything you want me to sign!" Rainy Roads shouted.

"We have some papers from The Big Boss. We're supposed to get them signed specifically by you." Zoralis said from outside the room.

"Oh for, fine! Get in here already." Rainy Roads growled.

He flew over and unlocked the door before flying back to his desk. He set aside his Cloud Bonzai for whatever papers he needed to sign.

Three pegasi entered his office, one of them carrying a stack of papers in a red envelope.

He groaned when he saw how thick it was.

"Fucks sake. Alright, let's get this over with." He groaned, looking down at his desk drawer and pulling out his good quill.

Moirune, disguised as a yellow pony, set the envelope down on his desk.

He looked up, too busy to notice only two ponies in front of him instead of three.

One of them walked back to the door and closed it. As he got ready to start signing without reading, a pair of front legs wrapped around his neck from behind.

He let out a strangled cry as he kicked his hooves and flapped his wings.

Zoralis released his disguise, as did Moirune and Falnox.

"After we're done with you, you're going to do your new job and you're gonna love it!!" Zoralis hissed into his ear as he forced him down onto the desk.

He tried to express his desire to not work, but he couldn't breathe enough to do so.

Zoralis parted his back legs and prodded at his ass with his Length. Rainy Roads could feel how large his flare was just from him pushing against his hole.

He tried to kick his back hooves into Zolaris, but they were quickly restrained against his desk with changeling goo.

After a few more tries, Zolaris pushed his flare into Rainy Roads' tailhole and slid more of his red rod inside of him. "Ahhh~! You're pretty tight."

Zoralis looked over to Moirune and Falnox, who were both sporting hardons. "You two wanna fuck his muzzle together?" He asked.

"You read my mind!" Moirune said almost instantly

"Yes please!" Falnox chirped as well.

Zoralis grinned as they approached and lined up with his face. He let go of his throat and held his sides.

The two changelings thrust into him at the same time once he was ready.

Zoralis began pumping in and out of his ass properly once his subordinates had his muzzle plugged up with their cocks.

More and more of the Changeling Major's cock went into Rainy's hole with each of Zoralis's thrusts.

As Zoralis bucked into Rainy Roads' ass, he caused him to scream more and more around Moirune and Falnox's cocks, which caused them both more pleasure.

Rainy tried his best to stay conscious as the changeling cocks filled his throat completely, But it only continued to grow more and more difficult.

After a short time, the changelings felt their cocks slowly start to twitch within him.

Zoralis had also gotten close. "Ngh! Let's get this little bitch turned, boys!" He said with a grin.

He bared his fangs and leaned over Rainy Roads. He bit his neck as he hilted inside of him and came.

The two likewise thrust forward as they released their seed with a loud moan. Falnox and Moirune bit down on his sides and together.

His form rippled and shifted, his barrel steadily began to turn black. The black spread quickly, and consumed his entire body until not a scrap of pony remained.

Slowly but surely, the three of them had forcibly turned Rainy Roads into the newest changeling.

Zoralis pulled out of him with a sigh of pleasure. “There we go. Now, you’re a better creature.”

"Hah...hah...does this mean...I don't have to come in to work anymore...?" He managed to ask through exhausted panting.

Zoralis chuckled and shook his head. "No, you still have to work. We don't want the citizens of Cloudsdale to suspect anything yet." He told him.

"Damn..." The newly converted changeling groaned.

The changelings giggled at his expense before they all stood up.

"Now be a good boy and continue sitting in your office doing nothing." Zoralis said. “Don’t want you doing anything out of character for now.”

"Oh, okay!" He said while he smiled brightly.

Zoralis smirked and slapped his ass. “Just don’t get discovered.” He teased.

He moaned happily. “Yes Sir~.”

Zoralis walked off with his subordinates, leaving Rainy Roads with his cloud trees. Before they left his office, their bodies were engulfed in green fire as they transformed back into their pony disguises.

As the three of them trotted through the halls together, Moirune decided he’d speak up. “What’s next?” He asked Zoralis.

Zoralis rubbed his chin and shrugged before he pulled out the Employee Manifest.

"Hmm. Pick one from the list and we'll go do it." Zoralis said as he showed the paper to Moirune and Falnox.

The two of them looked over the manifest together for a few moments and eventually agreed on a Manager by the name of Sun Ray.

"You don't want to finish with the Supervisors first?" Zoralis asked with a smirk.

"It'd be more interesting to mix things up a little." Falnox said.

"Interesting, yes.” Zoralis agreed with a sigh. “But would it be a safe call?" He pondered.

He walked over to a map of the factory and looked it over. The managerial offices were on a separate floor from the supervisors.

Sun Ray’s was in the back of the lower manager offices.

"Hmm. Alright fine. Let's go convert Manager Sun Ray." Zoralis relented.

Falnox and Moirune pumped their hooves before The trio of changelings trotted off. They quickly found the stairs and made their way up to the next floor of the factory.

As opposed to Rainy Roads, Sun Ray's office door was ajar with a bright 'Please come in!' sign hanging on it.

Zoralis cleared his throat and walked up to the door. He gently pushed it open. “Ma’am? Can we talk?” He asked.

Immediately, the trio’s senses were assaulted with a very pleasant scent of well baked sweet pastries.

"Of course! Come on in!” Sun Ray said cheerfully. “I was just unwrapping some cookies!'

The baked goods smelled absolutely delicious to the three changelings. "Could we have some?" Moirune asked as he and Falnox came in after Zoralis.

"I missed the last time you made cookies for us Factory Ponies." Zoralis said.

"Of course you can! They're baked with love just for my lovely workers." She said as she offered them a plate of chocolate chip cookies.

Moirune couldn't help but smirk a little as he took one of the cookies. "Baked with love you say?"

"Always the best ingredient in baked goods." Zoralis chuckled as picked one up.

"Have as many as you like, I've brought plenty for everyone." Sun Ray said as she pushed the plate closer to them.

They certainly smelled like they had love in them.

"Why thank you.” Zoralis said.

The trio of disguised changelings sat down and began eating the cookies. The taste of the clearly carefully baked sweets made their tails wag. They could definitely taste the love inside the cookies.

They had a quick discussion of what to do with Sun Ray through the telepathic connection of the hive mind.

"Sir,I think we should put her in a trance before we convert her. She’s so nice.” Moirune suggested.

“I agree.” Falnox chipped in.

“Very well. I’ll put her in a nice and lustful state.” Zoralis agreed.

He walked over to the mare and wasted no time. He spat out a spray of concentrated love onto her face.

She recoiled a bit and shook her head. "Well that wasn't very...very..." She started to waver on her hooves. “I…feel lightheaded…what did….”

"Just relax a little for me, okay?" Zoralis said.

"M...mhm..." Sun Ray said with a small smile.

She managed to sit down on her haunches. Her eyes were half lidded as she gazed up at Zoralis.

She had no reaction when he deactivated his disguise. She just continued to smile and stare, swaying in place.

Zorals grinned down as he stood over her. His red gaze washed over her. “Open your muzzle. Wide.” He ordered.

She nodded with a happy giggle and weakly opened up her Muzzle.

He walked over her and gently slid his changeling cock into her waiting muzzle.

Sun Ray moaned in pleasure from the taste of his red rod. She began to swirl her tongue around the shaft.

Zoralis let out a grunt of a moan as he slowly began to pump in and out of her muzzle.

Moirune walked up behind her and stood her up a bit. He then began to eat out her pussy.

She moaned especially loud at the feeling of his long tongue exploring her private area. She began to leak what may as well have been pure love to him.

He happily let her sit on his face. He drank down her femcum lovingly. Moirune’s cock grew rock hard in just a few moments.

Zoralis happily continued to thrust in her muzzle. “Mmmf. Her throat is like fucking velvet!” He moaned.

Sun's wings reached down and gripped Moirune’s cock which made him moan into her pussy. Her soft wings began to stroke the changeling’s shaft, which in turn made him moan even louder into her.

Falnox, having had enough of sitting back and jerking off, stood up and walked over. He mounted her from behind and stuffed his cock into her tail hole.

Sun Ray squealed in pleasure around Zoralis’s cock, which made him twitch in her throat. He groaned in pleasure as his thrusting got a little faster as a result, though he stayed gentle.

The mare was in heaven and love poured off of her in waves.

Zoralis moaned happily as he felt the love energize him. All three Changelings were having quite a lot of fun playing with Sun Ray.

Sun Ray cried out suddenly as all the pleasure coursing through her body sent her over the edge.

She came directly onto Moirune’s face, and he happily drank down everything she gave him. He kept some in his muzzle to share with Flanox once she was done.

Moirune stood up and grabbed Flanox’s head and pulled him into a heavy kiss. Flanox was happy to accept the kiss as well as the honey from Sun Ray that Moirune shared with him.

Once their kiss was finished, Moirune stood next to Flanox and managed to slide his cock into Sun Ray’s wet hole.

Sun Ray put her hooves around Zoralis’s thighs, which helped him thrust harder into her muzzle.

The three Changelings now began to fuck her hard and fast. They wanted to convert her and they wanted to do it Now.

Their cocks slowly twitched a little inside of her. Now that they had let loose their orgasms quickly approached.

Sun Ray was a moaning mess and at this point she began to constantly cum from her pussy. She was extremely sensitive from the love high she was riding.

Soon they all hilted into her and came harshly. They bared their fangs and bit her body in various places. They flooded her with cum and venom and solidified her transformation.

It was a very quick one. Sun Ray had become a changeling in half a minute thanks to the triple team.

"You're so lovely Sun Ray!" Moirune purred as he licked her neck.

"Yes she is!" Flanox agreed.

Now that she was a changeling, Zoralis allowed her to pull off his cock. “Mm…that was amazing Masters~!” She cheered.

"Glad you had fun. We did too." Zoralis said as he rubbed her chin. "You know what to do, be a good girl."

She purred happily and leaned into his hoof. "Yes I do!” She chirped. She then grinned sensually at the trio. “Now which of you strapping young drones is going to give me a clutch of eggs~?" She asked as she laid on her barrel with her ass up.

"I'll let one of you take this one," Zoralis said to Flanox and Moirune.

He transformed back into his pony disguise and left the office. Flanox decided to let Moirune stay behind and continue to play with Sun Ray while he went on with Major Zoralis.

The last they heard before they shut the door to her office was her insisting between moans they take a few more cookies.

"I love this job." Flanox said as he flipped the sign on her door to ‘Come back Later!’

"So do I," Zoralis said with a smile.

The two redisguised changelings trotted off together. They had decided to explore a little more of the factory to get more of a feel for the building.

As they were trotting around in disguise, the Supervisor of the ponies they were impersonating, Stormchaser found them.

"You two! Your breaks ended 20 minutes ago! Get down to Lightning Production Right Now! And where's Smokey?" She demanded.

Falnox thought quickly and came up with a rather decent excuse. “He’s on the phone with his mother. She got admitted to the hospital, ma’am.”

Stormchaser sighed and rubbed the sides of her Head. "Well can't be angry at that. Now I get why you three are so late. But you two need to go get back to work. I’ll forget about this for now.” She grumbled.

"Yes ma'am!" Zoralis said with a nod.

She led them back to Lightning Production herself. “Now don’t leave again until your next scheduled break. And return from it on time!” She said before she trotted off.

The pair of changelings got back to their disguises’ jobs. Twenty minutes into their work, Falnox began to complain telepathically.

“Damn it! I don’t want to do this shit!” He groaned.

Zoralis smirked as designed a few bolts. “Why not?”

"Cause it's lightning! This shits dangerous! My hooves are tingling!"

Zoralis rolled his eyes. “I swear to the Emperors, Falnox. Come on. Electricity isn’t our weakness, that’s a myth.”

“I don’t wanna take a chance Sir!”

Zoralis chuckled to himself and reassured Falnox that he’d be fine.

Falnox in the end decided that he didn’t want to leave his Major's side.

They worked together in Lightning Production for another hour before Moirune found and rejoined them.

"So how was it?" Zoralis asked him with a smirk.

"She was fantastic." Moirune said with a happy sigh.

Falnox smiled at him and patted his back. “That’s good. I bet she can’t wait until we’re done.”

“I don’t think any of us can,” Moirune chuckled.

Zoralis cleared his throat to get their attention. “Let’s go ahead and get back to work. Our next break isn’t for another hour.”

“We’ve attracted a little attention by going over our disguises’ schedules. We need to be more careful, at least until all the big bosses are converted.”

The two nodded in agreement with Zoralis and the three of them resumed their work in Lightning Production.

They continued doing their disguises’ jobs for another half an hour when Stormchaser approached them.

“I need you three to come with me. It’s important,” She said with a sigh.

"Yes ma'am," Moirune said, curious as to what this could be about.

Zoralis and Falnox had an idea of what was going on given their earlier conversation with the mare.

The three of them followed Stormchaser out of Lightning Production while they conversed through their hive connection.

Zoralis and Falnox clued Moirune in on what happened with Stormchaser as well as the excuse they made up for him.

Moirune nodded in understanding upon being told. Their telepathic conversation ended within a few moments, and soon the three were in Stormchaser's office.

She closed the door behind her and then sat behind her desk.

"Go ahead and sit down." She told the trio.

They sat down across from her and gave her their full attention. She sighed and rested her head on her hooves as she looked at them.

"First of all, I'm sorry to hear about your mother Smokey. If it was up to me, I wouldn't reprimand you at all." Stormchaser said.

She let out a deep sigh and looked at the three sadly. "But it isn't. Manager Bolt found out about how long you three were away, especially you Smokey, and he's demanding you three see him in his office." She told them.

"Right away?" Moirune asked after a moment, glancing at the other two.

They glanced back and nodded to him.

"Yes. You three have a rather decent history here, so I'm sure this won't end with termination, but still. I know Bolt is rather out of line with this but be mindful." Stormchaser warned.

"We will. But there's one thing we have to say first, ma'am," Zoralis said as the three made to stand up.

Stormchaser closed her eyes and sighed. “Look, please don’t be mad at me. I didn’t tell him, I don’t know how he found out.” The pegasus said.

The three grinned at her in unison, which put her off a bit.

“We’re not mad at you. We just wanted to thank you.” Moirune said.

Stormchaser raised an eyebrow. “For what?”

The three of them grinned at her as they dropped their disguises. “For the perfect opportunity!” Falnox said with a fang filled grin.

Stormchaser was stunned into silence. When they began approaching her, she leapt into action and tried to fly over their heads and to the door.

She was easily caught by Zoralis who had anticipated this move. He grabbed her back legs and swung her down onto her back.

The floor was soft, as it was made of solidified cloud, but the impact still drove the air out of her lungs.

Falnox and Moirune quickly seized the opportunity to get into position. Falnox picked her up and laid under her before he pushed his rod into her rear.

Right before she screamed, Moirune took her mouth. They both moaned in pleasure as they thrusted in and out of her.

Stormchaser’s mind was reeling from this. Five minutes ago she was trying to console them about the employer abuse their Manager was about to put them through, and now she was being raped by changelings!

Zoralis trotted over and stood above her, his red rod making an appearance. He slapped it over her barrel and rubbed it against her soft fur.

The two changelings currently fucking her moaned louder and louder the more they moved in and out of her.

Zoralis continued to rub his cock against her fur for a few more moments before he pulled back and slammed his entire shaft into her pussy in one go.

Stormchaser shrieked around Moirune’s cock which sent pleasurable vibrations flowing all along his shaft.

He moaned out happily as his wings began to buzz. His happiness caused love to flow through the air, which energized his two companions.

They proceeded to pound Stormchaser even rougher. The poor grey pegasus was screaming the entire time which only served to make one of her rapists feel even better.

“Don’t worry, Stormchaser. In just a little while you’ll be overjoyed with a new purpose in life!” Falnox purred into her ear.

"Exactly! And you'll be serving the new rulers of Equestria too," Moirune cooed as he gave a particularly hard thrust.

Zoralis groaned out in pleasure as he sped up inside of her pussy. "The New Rulers of the World!" He corrected.

"Yes sir.” Moirune chuckled before he continued to moan.

Before long, the three changelings began twitching within the mare. She knew what this meant. She desperately didn’t want them to cum inside of her, but she had no way to stop them.

Just a few minutes later, all three thrust forward hard into her and released their seed inside of her as they bit her neck at the same time.

Stormchaser screamed as they pumped their green changeling cum into her, as well as their venom.

Nothing she could do would've prevented her conversion. In mere minutes, she was no longer a pegasus.

The three changelings pulled out of her in unison with a wet pop, and shot a few ropes of green seed onto her body.

"How do you feel now?" Falnox asked with a smirk.

Stormchaser panted in exhaustion and slowly sat up. “Ah…hah…I feel…better than I ever have before as a pony…thank you Masters!” She cheered.

"You're welcome Stormy," Moirune said before he patted her on the head.

She panted happily and nuzzled into his hoof. They all took their time petting her.

"Now, you just stay here and relax while we go visit Mr. Bolt." Zoralis said.

"Yes Masters. I'll make sure no catches on!" Stormchaser chirped.

The three changelings smiled at her before reactivating their disguises. “Good girl.” They praised her.

They left her alone in the office and began making their way up the factory. Bolt was one of the two upper managers, so truth be told Zoralis and the others were happy for this opportunity to convert him.

They reached his office without issue and the three of them made their faces look worried. Zoralis knocked on the door before they entered.

“You wanted to see us sir?” Zoralis, disguised as a pony named Thunder Hooves, asked.

"Yes, I did." He grinned, three forms nearly lined up on his desk, "Go ahead and have a seat."

They each sat down as they were told. They looked at the forms on Bolt’s desk in confusion.

"Now then. Ever since that union started all you workers seem to think you're untouchable. That isn't the case."

Moirune, who was disguised as Smokey, looked at him in shock.

"Sir...my mother is in the hospital...that's why I-"

"Did I ask for an excuse, Smokey?" Bolt growled.

Moirune, or rather Smokey, recoiled and looked at the ground.

"What a dick." He huffed in the hive connection.

"It’s going to be a lot of fun putting him in his place.” Falnox huffed.

"Now here's what's going to happen. You're going to sign these papers and give up your overtime pay. Then you're going to bring them to that sanctimonious, holier than thou asshole who runs your union, and tell him all about how much you fucked up. Got it?"

They looked at Bolt in disbelief, then down at the papers, then back at him.

“This isn’t even allowed. You can’t just jump straight to-” Thunder Hooves tried to say.

"Be quiet! As far as you're concerned I'm Princess fucking Celestia!" He shouted.

All three of them snorted a bit at his words. "Pfft, that's a laugh," Smokey scoffed with a smirk.

"What did you say?" Bolt growled, "Because I thought I heard you say you don't mind working free overtime on the next blizzard. Is that right?"

"Forgive him sir. He's going through a lot with his mother in the hospital. I believe what he meant to say was...you're an idiot and it's incredible that you've gotten to the position you're in without being sacked." Thunder Hooves said.

Bolt stared at him in silent, growing rage. He opened his mouth to say something, but they kept on.

"I mean, we've been here for Half a day and we know more about how the union works than you do. What you're doing is straight up illegal according to Equestria's Labor Laws." Smokey said.

Bolt fumed and slammed his hooves on his now stormy desk and sent out a bolt of lightning. The trio swore they saw steam rising from his ears, "YOU WORTHLESS PIECE OF SHIT, HOW DARE YOU TALK TO ME LIKE...what did you say? You've been here for a year!"

They smirked at him and grinned eerily.

"Yes. Thunder Hooves, Stormy Reigns, and Smokey have been employed here for a little over a year now." 'Thunder Hooves' said.

They erupted into green fire and revealed their real bodies to Bolt.

"But we aren't them~!" Zoralis purred.

"And you'll be the one serving us soon," Moirune said as the three suddenly tackled him.

He kicked his desk on the way down which caused it to send out a string of lightning.

The changelings calmly avoided the lightning from his stormy desk as they picked him up and slammed him into the wall.

They then slammed him onto his barrel.

Moirune used his magic to keep him in place and decided to sit back and watch. Zoralis walked around behind him and lined his cock up with Bolt’s tailhole.

Falnox rubbed his shaft into his face, but he kept his mouth shut and refused.

He growled and fought and struggled against Moirune’s green magic.

Zoralis suddenly slammed his shaft into Bolt’s ass, which caused him to scream out in pain. This gave Falnox the opening he needed to shove his cock into his muzzle.

Bolt gagged around the changeling’s cock. He flapped his wings madly, but Moirune used his magic to pin Bolt's wings to his sides.

Zoralis and Falnox both moaned in pleasure as they thrusted in and out of Bolt’s ass and muzzle.

"Mmf. Say what you will about this guy's personality. But his ass is really tight!" Zoralis moaned as his red eyes glowed from pleasure.

"His muzzle feels pretty good too!" Falnox moaned out as his wings fluttered in pleasure.

Bolt tried to bite down on Falnox’s cock with the very muzzle he just praised, but his changeling shaft was simply too big.

Zoralis grinned and purred in pleasure as his shaft twitched already. “He’s rather feisty! That’s not gonna last long. He leaned over Bolt and nibbled his ear. “Soon you’re gonna sit around and think about nothing other than Changeling cocks, you little egg-bearing slut!”

Bolt growled and tried to rock his head back into Zoralis’s, but Moirune had expected that.

“Nah ah ah.” He teased as he held him in place with magic.This prevented him from moving head as well as continuing to struggle, which in turn made the others’ job easier.

“Thanks!” Falnox purred as he thrusted with wild abandon into Bolt’s throat.

The stallion was out of options, all except one. To simply grit his teeth and bear it. Though he couldn't do that first part.

Zoralis and Falnox got rougher and rougher until they approached orgasm.

Soon enough, they hilted into him and came violently right after they bit him. He was flooded with both changeling cum and venom.

He tried to resist the feelings that welled up within him as his body was flooded. It took longer than normal for the three Changelings to turn him, but in the end, he was changed just like everypony else.

Zoralis pulled out of his ass with a pleasured sigh and slapped it so he could watch it jiggle.

Moirune moaned as he came all over the recently turned changeling.

"Feeling better now?" Falnox asked as he pulled out of his throat

He laid on the floor and tried to catch his breath. He was leaking cum from his ass and even a little from his muzzle.

“F…forgive….my rudeness…”

“Aw it’s okay. You weren’t aware of your place yet.” Falnox chuckled, rubbing his head.

Zoralis cleared his throat as he took a deep breath. “That’s one upper manager down. Bolt, make sure you get rid of those papers. And if asked, say you heard ‘Smokey’s’ story and felt bad.” Zoralis said.

Bolt panted on the ground and weakly nodded. “Yes sir…” He managed.

“Since we’re up here anyway, we might as well Convert the other Upper Manager.” Zoralis said as they trotted off.

Moirune and Falnox grinned and nodded in agreement as they all reactivated their disguises before they left Bolt’s office.

By the end of the first day of the Changeling’s Silent Invasion of Cloudsdale, Every single pony in the Weather Factory had been converted into a changeling.

The four changelings for Zoralis’ seven changeling team that focussed on the actual Factory Workers had made a pretty good process.

They converted everypony in the cafeteria and then had them join in. They trapped whoever came in for lunch at the time and converted them just before the next ponies came in.

They had it down to an industrialized process that had every factory worker converted within one day.

Author's Note

So. I originally wanted to have the entirety of Cloudsdale in one chapter. But it got long. And longer. Ang longer. And now this is the second longest chapter in the story so far and only one day has passed.

So, yeah. Cloudsdale will be split into multiple parts. I'm not sure if 2 parts will be enough.

This chapter was fun to write with my boyfriend and our mutual bestie. It was fun to explore other changelings in Thorax and Pharynx's army.

Zoralis was fun to write. I picture him as a tall and imposing changeling with red eyes.

He doesn't have any horns/antlers like Pharynx and Thorax do (Except the unicorn horn they all have), but he DOES have Mane. which is also red.

I hoped everyone enjoyed this chapter. Next Chapter we will be getting back to Thorax and Pharynx.