Thorax and Pharynx had found out that even Staff members got to sleep in the Wonderbolt headquarters if they wished to.

Since it was the end of their first day, or rather their disguises’ first day, one of the upper staff members offered them a room.

They agreed and now found themselves looking into the room. Normal Staff members like them only got medium sized rooms in a small building built for quick housing. Only Wonderbolts got actual Base Housing.

Their little apartment was of decent size, but not anywhere near decent enough for the changeling Emperors.

But they decided to settle in there for now until they'd gotten the HQ under their control.

"It'll do." Pharynx grunted as he shut the door behind him. "For now."

Thorax released his disguise and broke off the top bunk of the bunk bed and put it against the bottom bunk. "I don't think we can even fit on them if we don't do this, much less be comfortable." Thorax said before he laid down.

Pharynx grinned and laid down beside him. “Plus we can do this~.” He purred as he put his hooves around his fellow Emperor.

Thorax giggled a bit and snuggled into his elder brother. “Yeah, that was the main reason I wanted to do this.” He said.

Pharynx giggled and nuzzled Thorax lovingly.

"We should probably check in on our subjects before we sleep," The purple eyed changeling emperor suggested after a few moments of silent cuddling.

Thorax nodded and leaned against him. “Yes, we probably should.”

Pharynx smiled and stroked his sides a bit. “Alright. Who do you think we should start with?” He asked.

Thorax rubbed his chin in thought before he shrugged. "Let's go ahead and check in on that tiny town. Just to see if any ponies came by."

"Sounds good to me," Pharynx agreed.

The brothers then leaned back against the wall and connected to the hive mind. They sought out Sugar Belle and her friends.

“Hello Sugar Belle. How’s it going in that tiny little town?” Thorax asked once the hive mind connection was established.

Sugar Belle perked up from the cakes she was baking with concentrated love. "Things have been going alright! Haven't had any visitors since Shield, but we've been patiently waiting." She answered happily.

"Very good. Keep it up. You never know when someone will drop by." Thorax told her.

Sugar Belle smiled and nodded obediently even though Thorax couldn’t see her. "Yes sir! We will do just that!"

Thorax disconnected their connection after that and laid back against Pharynx.

“Sounds like they’re doing well. Even if they’re staying rather uneventful.” Pharynx chuckled. “So, who do you want to check on next?” He asked his brother.

Thorax hummed in thought for a few moments before he shrugged. "Probably Novarro." Thorax said. “He did say he’d take the residential areas.”

Pharynx smiled and nodded in agreement with his brother.

Thorax connected to the hive mind once more and connected to Novarro.

The aforementioned Changeling Major was balls deep in an hoa president in a ritzy neighborhood.

His ears twitched as he felt his Master’s presence enter his mind. “How’s it going, Novarro?” Thorax asked.

"Perfectly, Emperor! We have an entire neighborhood ready to house drones!" He exclaimed happily.

"Perfect. I knew you were right for the job." Thorax cooed.

He purred over the hivemind, "Thank you master!"

"Of course. Depending on you and Zoralis's Success, you may be getting promotions~!" Thorax purred.

That definitely got Novarro excited. The H.O.A. president he was fucking could feel it when his cock suddenly twitched violently.

"Oooh~! Promoted to what master?" Novarro asked excitedly.

"I think We could use a pair of Generals~." Thorax purred.

"Oh thank you master! I'll prove to you I deserve it!" Novarro said while his wings buzzed.

Thorax smiled and sent some pleasure signals into his mind.

Novaroo moaned loudly and released a load of eggs into his slut.

"I'll let you get back to work." Thorax chuckled.

"Thank you master~!!"

Thorax ended the connection and sighed happily. "Novarro is such a good grub."

"Yes he is," Pharynx agreed with a smile.

Thorax laid against Pharynx and began to purr when Pharynx started to pet his sides. They decided to check in on Unyielding Shield next.

Thorax activated the hive connection while Pharynx continued to pet him.

"Hm? Oh, hello sir." Shield sighed. He sounded bored. "How is the Cloudsdale invasion coming along?"

"It's coming along great. You don't sound too good, though. Everything alright?" Thorax asked.

"Well...I'm currently on a date with Twilight. I think." Shield said.

Thorax raised an eyebrow and shared an amused look with Pharynx. "You...think?"

"It's hard to tell.” He described the scene in front of him.

Twilight was sitting in front of him, wearing a fancy dress. Her attention was split between her two favorite things. Burgers, and princess paperwork.

"She either has no idea you asked her out or is fucking with you." Thorax chuckled.

"Then she's clueless." Shield groaned, “This is the third date I've taken her on and I haven't gotten so much as a kiss on the cheek."

Pharynx laughed at Shield’s expense for a few moments. “Maybe just be blunt and tell her that You’re on a date with her.” He suggested.

"Should I? I don't want to come on too strong." Shield said nervously.

“If she’s as oblivious as you say, then you’re not coming on strong enough.” Pharynx insisted.

Shield sighed over the hive mind. "That's true."

"You do whatever you think will work." Thorax told Shield. "Just don't get discovered."

After a few moments of silence, Shield made up his mind and decided to speak up. “Hey…Twilight?”

Twilight looked up at him. Half of her muzzle was covered in burger sauce. "Yeph?" She asked, her muzzle stuffed with half chewed food.

She quickly swallowed and cleared her throat. “Yes?”

"You...know this is a date right?" Shield asked nervously.

"Yeah. This is the fourth one you've taken me on." Twilight said before she licked her muzzle clean.

Shield gaped at her for a few moments, which made her giggle a bit. “Y-You knew?”

Twilight smirked at him and continued to giggle. "Well yeah. You've taken me to my favorite places and you started this by asking me if I'll go out with you and I said ‘Yeah. I guess so’."

"But...you didn't act any different from normal."

Twilight shrugged her wings. "I thought we've been pretty close for a while."

“W-Well. We haven’t even kissed each other on the cheek!” Shield said.

“I’ve been waiting for you to ask. Or to make the first move.” Twilight retorted with a smirk.

This made Shield gape at her some more.

"...Sounds like things are working out for you." Thorax chuckled.

Twilight laughed at the face Shield was making. She then leaned over the table and kissed his cheek.

“Now eat your burger before I eat it for you."

"O-okay.” He squeaked.

”I'll give you a full report later sir."

"Go ahead and have fun."

Thorax ended the connection and smiled at Pharynx. The purple eyed changeling smirked back at him and pulled him up for a loving kiss.

They shared it for a few minutes and only pulled away because they had one more group to check in on.

"Last one we should check on is Zoralis." Thorax said.

Pharynx nodded and kissed Thorax’s head, which made him purr happily. Pharynx snickered to himself as he connected to the hive mind. "Zoralis, report." He ordered firmly.

"Oh hello Master! I hope you had as wonderful of a day as I did." The red-eyed Changeling Major said happily.

Pharynx smirked a bit at his subordinate’s words and cheerful tone. “I take it you’ve had a very successful day?”

Thorax and Pharynx could hear the grin on Zoralis’s face at Pharynx’s question.

"Well master, I currently have the weather factory owner bouncing on my cock moaning about eggs, so you tell me~!” Zoralis purred.

He was leaning back in the head office chair with his hooves behind his head. The Factory owner, who used to be a mare with red mane and a white fur coat, was indeed screaming in joy as she bounced up and down Zoralis’s red changeling shaft.

Pharynx and Thorax were very pleased to hear of Zoralis’s accomplishments. “Very, very good job Zoralis. Any setbacks?” Pharynx asked.

"None Master, we converted everyone without any problems. We now control the major weather events of all of Equestria."

"You took over the entire factory in one day?" Thorax asked in shock.

"We did master, I can't take all the credit. My other team was a well oiled machine." Zoralis said humbly.

Thorax and Pharynx grinned at each other. “Amazing, Zoralis. Simply Amazing. I think you deserve a reward. We’ll be promoting you along with Novarro after all this.” Pharynx told him.

“In addition to that, I think you earned a personal reward sooner rather than later.” Thorax told the very excited Changeling Major.. “Show up to Wonderbolts HQ tomorrow."

Zoralis’s cock was twitching within the moaning slut bouncing on his shaft. "Yes Masters! Thank you so much!"

"Good boy. Now keep having your fun."

"With pleasure~!" He moaned.

With that, Thorax ended the connection. He laid against Pharynx with a happy purr.

"Our hive is growing more and more powerful every day." He cooed.

Pharynx smiled as he nuzzled against Thorax. “Indeed.” He purred.

Thorax leaned up and kissed him on the muzzle. “I love you so much Pharynx. I can’t wait to rule the planet with you. I never thought I’d be an emperor with my favorite Changeling in the world!” He chirped.

"I love you too!" Pharynx kissed him back with a smile. "I knew we'd rule someday. I was gonna make it happen no matter what. I Just didn't expect it to be like this." He admitted with a chuckle.

Thorax cooed and laid on top of him. “Awww~! Such a great big brother you are!” He chirped.

"And you're such a great little brother too!" Pharynx said as he cuddled against him.

Thorax rubbed and massaged his sides with a happy purr. "Mmm. I'm so worked up. We haven't converted anywhere near enough here in Wonderbolts HQ yet. I'm way too horny to sleep."

Pharynx grinned as Thorax crawled on top of him and sat on his barrel. The elder Emperor rested his hooves on Thorax’s ass and gave him a quick slap.

“We can have some fun to help you sleep~.” He offered.

Thorax grinned eagerly down at his older brother. “I’d very much like that.” He said as his cock hardened in seconds between their chests.

“We’ve been flipping who’s on top almost every time lately. If I’m not mistaken, It’s your turn to top.” Pharynx said as he rested his front legs behind his head while Thorax straddled him. “You know, if you want.” He teased.

Thorax grinned down at him as his horn lit up. Suddenly they swapped places. “Ride me like a bitch in heat, Big Brother~.” Thorax purred as he gave Pharynx’s ass a slap.

Pharynx let out a moan in response to the slap. His wings buzzed a little bit as well. He grinned down at Thorax, a blush of arousal beginning to creep onto his muzzle.

"Oh you know I will," He said with a grin.

He sat up and lined up Thorax’s massive Emperor Changeling shaft with his excited tailhole and pressed the flare against himself.

He then moaned loudly as he managed to get Thorax’s shaft slipped into his ass. “Ngh~! Ah fuck yeah~!” Pharynx moaned.

Thorax purred in pleasure before he smirked at his brother. He grabbed his hips, and slammed him down right to his base.

Pharynx let out a loud happy moan in response as he felt Thorax's cock penetrate his body.

Thorax slapped his ass again and thrusted a bit inside of him. “Fuck you have the most perfect ass, Pharynx!” The Changeling Emperor moaned.

Pharynx moaned loudly as his wings buzzed from the intense pleasure filling his body.

"Ah~! I…Ah~! Ah…I'm glad…Ngh…you like it so much!" Pharynx managed through his moans.

He began to bounce up and down Thorax’s cock happily. His tongue hung out of his muzzle as pleasure filled his entire body.

Thorax kept his hooves rested on Pharynx’s ass as the smaller Emperor bounced up and down his shaft.

"Mmph~! Ah~!... I love you so much!!," Pharynx groaned out as he began to bounce faster.

Thorax moaned lovingly and slapped his ass a few more times throughout Pharynx’s bouncing. “I love you too.”

They both glowed magenta as their love fueled their pleasure and bodies.

Pharynx's cock started to twitch after a little while. The pleasure of the cock in his ass was absolutely incredible and made his whole body shudder in pleasure.

Thorax grinned as he saw Pharynx's shaft twitch. "Getting close there, Phar~?" He asked with a chuckle.

"Y-Yeah~!” Pharynx said while moaning very loudly.

His twitching cock had started leaking green changeling pre all over Thorax’s chest. Thorax of course didn’t mind this, and found it very arousing.

Thorax gripped Pharynx’s sides with a grin and started pumping him up and down his Emperor cock himself, completely taking over.

A few minutes later, Pharynx let out a loud moan as he was pushed over the edge. He released his cum all over Thorax’s body.

Thorax smiled as he was painted with his Brother's cum.

He slammed him down to his base and groaned in pleasure as he came deep inside of Pharynx.

Pharynx was moaning repeatedly in pleasure, his eyes crossed and his Emperor cock shooting rope after rope of his cum.

His ropes only got more forceful as their orgasms lasted.

Thorax was covered in Pharynx’s glowing green changeling cum before they were finished.

"Ah…hah ...mmf~! Fucking spectacular as always, dear brother." Pharynx moaned.

Thorax grinned and levitated all the cum Pharynx had spent all over the room. He had the smaller emperor drink it all up.

"Indeed." Thorax said with a giggle.

Pharynx didn't take long to swallow the seed with a smile on his face. Once he was done, Thorax pulled him down onto his chest and put his hooves around him. He kept his cock nice and buried in Pharynx’s ass.

“I love you.” He cooed.

"I love you too," Pharynx moaned happily.

The pair of Changeling Emperors closed their eyes and went to sleep together.

The next day, Thorax and Pharynx woke up twenty minutes before the start of their shift. Currently, the brothers had managed to get a pair of Technicians alone in a supply room.

They were both getting head from the pair of eager recently turned Changelings.

“A lot of the Wonderbolts are supposed to be on Base today.” Thorax said.

He had one hoof resting on the head of the changeling sucking him and the other hoof was holding a clipboard full of information he and Pharynx had gathered.

"Yup, which means we'll be able to get a lot done today," Pharynx said with a nod as they looked over the information.

Their sluts both moaned happily as they swallowed the pair’s emperor cocks eagerly.

“So much that I don’t know where to start. Zoralis should be arriving soon. I was hoping to give him his reward in converting a Wonderbolt with us, but there’s so many options!” Thorax whined playfully.

"Maybe we should ask him who he wants when he gets here?" Pharynx suggested after a moment of consideration.

Thorax smiled at him and kissed his cheek. “Great idea, Phar!” He chirped.

Pharynx grinned at him proudly. “I know it is.” He said with playful smugness.

Their sluts could feel them approach another orgasm, and eagerly began to suck twice as fast.

“Mmf…ahh~!” Thorax groaned in pleasure as he fed his slut a load of his glowing green cum.

“Mmm…” He purred as he flipped their papers to show their list of Staff members. “See anyone you want to go after in the meantime?” He asked Pharynx.

"Hmm..." Pharynx moaned as he gave the list a careful once over as he thought about his decision.

His slut whimpered in need as he could feel Pharynx get closer and closer without releasing.

"I just can't decide, way too many good options!" Pharynx said after a few moments.

His slut whined some more and sucked around his cock even faster.

This was enough to send him over the edge as he released his seed. His slut squealed happily around his cock and drank down his orgasm in joy.

Thorax gave the list a once over as they fed their sluts their cum. “Hmm…Let’s go with Foggy Flutters.” Thorax said as he pointed to a mare in charge of overseeing new staff. “She’s probably going to want to talk to us soon anyway.”

"Alright, that sounds like a plan," Pharynx said as his orgasm slowly came to an end.

Eventually the pair of Emperors let their sluts pull off their cocks. They happily licked them clean before they bowed at their hooves.

"Thank you for letting us worship you, Masters!" One chirped.

"We hope you have fun!" The other said happily.

"Oh we will!" Pharynx chuckled. “Everything about this is going to be fun,” He said with a smirk.

Thorax smiled as he and Pharynx got off of the filing cabinets they were using as seats.

“You know what to do. Make sure to behave yourselves.” He told the recently turned changelings before he and Pharynx reactivated their disguises.

They smiled and stood up as they saluted them. “Yes sirs!” They chirped as they transformed back into their old pony identities.

Thorax and Pharynx discreetly left the supply room and walked off. They trotted along together and eventually found a Mare with a grey fur coat and white mane tied up in a bun.

She was wearing a jacket that had the word Supervisor on the back.

“Excuse me? Hi, we’re both new as of yesterday, and I think we’re supposed to report to Foggy Flutters. Do you know which way her office is?” Thorax asked the mare.

"Yes, her office is on the third floor," the mare said, gesturing upward.

"Third floor, hmm?" Thorax sighed.

Pharynx inwardly smirked while he gave the mare a sheepish look. "Think you can show us?"

She agreed to it and trotted off with the pair right behind her. On their way up to Foggy Flutters' office, the brothers pulled her into a broom closet and quickly converted her with a cramped and quick spit roast.

Then they went right back to following her to Foggy Flutters' office like nothing happened.

They arrived at her office on the third floor a few minutes afterwards. “She’s in here, Masters.” The now converted former pony said with a happy smile. “Good luck,” She chirped.

Thorax and Pharynx nodded their thanks to her as she trotted back to continue her job. They walked up to the door and gently knocked on it.

“Excuse me, Ms. Flutters? We’re two new Pegasi who just got hired yesterday. We have a few questions and were told to come to you, may we come in?” Thorax asked politely.

"Sure thing, doors open!" She called.

Thorax pushed the door open and held it open for Pharynx. He closed it behind him and walked up to her desk with his brother.

"Good morning, Ma'am. My name is Silver Lining. This is Blue Streak." Thorax introduced.

Foggy Flutters was a yellow pegasus mare with cloud shaped and colored mane. She was currently wearing a blue and yellow uniform, the same colors as the Wonderbolts’ Spandex.

"Ah the new hires.” She smiled at them and set aside the papers on her desk. “I hope you settled in okay last night?"

"Yeah, we've settled in alright," Pharynx said with a nod.

Her smile only persisted with the good news. "That's wonderful. Now what did you want to talk about, dears?"

"Well. We wanted to know all the routines of every single Wonderbolt as well as important members of staff," Thorax said bluntly.

Their disguises fell and they bared their true forms to the yellow Pegasus who stared in shock.

"After we rape you," Pharynx said as he licked his muzzle. “And don’t worry. You’ll be a superior creature soon.”

“...W-whahuh?” Was all Foggy Flutters could say.

She was supremely confused. She had never even seen a Changeling before. She couldn’t comprehend her situation.

Her dumbfounded expression reminded Thorax of an old memory and gave him an idea.

"Actually. I wanna try something new. I saw mother do this to a pony a long time ago." Thorax said.

He utilized his shapeshifting abilities in just his eyes, making them glow and swirl green and blue. He stared deep into her eyes.

The already stunned mare was soon put into a trance, her eyes grew half lidded and started to swirl the same colors as Thorax’s.

“M…M-Mmm…” She purred as she grew a dopey grin.

"Oh wow... that's impressive," Pharynx said with a smile as he watched.

Thorax grinned and chuckled to himself. "I've been wanting to try this for a while. I keep forgetting." He chuckled.

"Now...go ahead and be a good girl and tell us all of your fetishes~." Thorax ordered Foggy Flutters.

"I like being choked, slapped and double stuffed and being treated like a slut." The cloudy maned pegasus said through her dopey smile.

Thorax and Pharynx smiled at each other and giggled a bit.

"Just...perfect~." Thorax smiled as he leaned back from her face and finally blinked. "Get over here right now, bitch." He ordered.

"Yes Master!" She moaned as she climbed over her desk.

She stumbled over to the two of them and looked up at them with her swirling eyes.

Thorax looked at Pharynx and gestured for him to go ahead.

Pharynx slapped the mare down so she landed on the floor in front of them.

Thorax stepped on her head with a front hoof. "Which hole do you want us to rape first, bitch?"

"Any one you want~!!" She screamed eagerly. Her pussy was already dripping with arousal.

"You heard her, Thorax," Pharynx said.

Thorax grinned as he stepped off her head. "Well she likes to choke. Lets both fuck her throat~."

"Sounds good to me," Pharynx said.

"Stand up." Thorax ordered her.

She stood up as commanded and opened up her muzzle widely.

Thorax and Pharynx were both rock hard, and they pushed their flares into her open muzzle.

Almost immediately the pair let out groans of pleasure, their cocks ground inside of her throat.

She moaned happily as she pleased them as best she could.

"Ngh~! Oh yeah! This bitch is great!" Pharynx moaned as his wings buzzed.

Thorax moaned and purred in pleasure as the pair of them thrusted in and out of her muzzle. They didn’t give her any chance to breathe.

The mare started stroking her pussy as her throat was pounded in and out of her.

“I’m getting close already, Pharynx~!” Thorax moaned.

"S...so am I!" Pharynx moaned happily.

They fucked her muzzle for a solid few minutes. Her vision got blurry before the changelings’ cocks began to twitch.

Her hoof was twitching, barely able to stroke herself.

They slammed into her muzzle one last time and came violently into her throat.

In seconds, she was turned into a Changeling.

"Mmm! Hey, Pharynx! Look at her thick flanks! I think we turned her into a Den Mother!" Thorax chirped.

"Oh wow, we did!" Pharynx gave the changeling's rear a smack, watching the cheek ripple.

She moaned, her legs twitching and her pussy squirting.

They pulled out of her muzzle when they finished to allow her to breathe. They were still rock hard, and she was still in a trance.

"Let's keep having some fun with her~!" Thorax chirped.

"She does have two more holes we can use," Pharynx said, gesturing to the aforementioned holes.

The changeling that was formerly Foggy Flutters stretched her holes. “Please~! Use them~!” She begged.

Pharynx slapped her ass again. “Don’t mind if I do~!” He said as he slapped his cock onto her rear.

“You remember what she likes don't you?” Thorax purred as he walked behind her.

“Oh fuck yes I do~.” Pharynx purred.

They pushed and rubbed their flares against the Den Mother Changeling’s tailhole.

She held her back hooves over head, effectively putting herself into a mating press.

"Ready to go?" Pharynx asked with a grin.

"Oh yeah~!" Thorax chirped.

The two pushed into her ass with a grunt and then kept pushing. She shrieked in pleasure as the changelings began slamming in and out of together.

As they bucked into her Pharynx began slapping her ass repeatedly.

Foggy Flutters screamed and moaned while she came constantly.

“I love this so much!” Thorax moaned.

They thrusted in and out of her like a well oiled machine.

"I love it too, bro!" Pharynx moaned out loudly as well as he gave her another spank.

"I love you Masters, please don't ever stop using me~!"
Unfortunately for the very horny Changeling, they did eventually have to stop using her. After they had their fill she was licking them clean.

“So…Masters…Um…what’s a Den Mother do?” Foggy Flutters asked as she licked Thorax’s cock.

“They’re responsible for birthing higher tier Changelings and take care of all the young.” Thorax explained.

Pharynx grinned and gave her a cockslap. “You’re better than a normal egg bearer. You’ll birth Changelings stronger than your standard drones~.” He purred.

Foggy Flutters moaned in pleasure and nuzzled their shafts “How wonderful! I’ll birth the strongest drones for you ever!”

“Good girl. Now keep licking.” Thorax said.

"Yes Master!" She purred.

A few minutes later, Thorax and Pharynx's minds buzzed from Zoralis trying to connect to them.

"Hello Zoralis. Are you at the HQ?" Thorax asked.

"I am masters." Zoralis said.

He was right outside the front, disguised as a Pegasus Stallion with a black fur coat and white mane.

"What's your status?" Pharynx asked him.

“I’m ready and waiting, Masters~!” Zoralis chirped.

"Come in and say you've got a meeting with Foggy Flutters." Thorax instructed.

"Yes Master." Zoralis walked inside and up to the receptionist.

A few minutes later, there was a polite knock at the office door. Zoralis entered and shut the door behind him before he dropped his disguise.

Thorax and Pharynx grinned at him as he approached.

"Welcome General,” Thorax greeted.

That caught Zoralis off guard. He wore an expression of confusion for a few moments before he realized what Thorax was really saying.

“Because of how well you two have done your missions so far, we’re going to promote You and Novarro straight to generals!" Thorax chirped.

"We thought you deserved it for such a good job," Pharynx explained.

He beamed with pride as his wings buzzed a bit, "Thank you masters!" He said with a big smile.

He ran up to the brothers who pet him happily. He nuzzled into their hooves with a loud and loving purr.

“Oh, by the way. Meet our newest Den Mother,” Thorax said as he gestured to the recently turned changeling.

Zoralis looked over to her and politely smiled at her. “Hello there,” He said.

"Nice to meet you sir," Foggy Flutters said as she gave him a bow.

Thorax cleared his throat. "So, Zoralis. We've been thinking. Your personal reward is going to be converting a Wonderbolt with us."

Zoralis whipped his head back around to grin at his Master. “Truly, Master? Oh thank you so much! Who will it be?” He asked.

"We were thinking Soarin." Pharynx said. “He’ll be around earlier than the other heavy hitters of the Wonderbolts,”

Thorax nodded his agreement with what his brother was saying. “Does that sound like fun to you, Zoralis?” He asked.

"Definitely master. From what I remember of the research we all did on the bolts he's cute." The red eyed changeling general said with a smile.

Thorax and Pharynx grinned back at him. “Good. We think so too,” Pharynx said.

"So what exactly is the plan here?" Zoralis asked.

"Well, Soarin is a stallion who became famous at a young age. He likes taking big fans out on dates, especially the mares. So we're going to disguise ourselves as a set of triplets who are in love with him. He won't be able to resist." Pharynx said with confidence.

Thorax smirked and nodded in agreement with his brother. “We’ll have him wrapped around our hooves before we even convert him,”

“Mmm. I can confirm how…vulnerable Mr. Soarin would be to this plan,” Foggy Flutters said happily.

Thorax smiled at the den mother changeling and rubbed her head. “Good girl Foggy. Now, when we leave we want you to carry on here as if nothing happened. You can do that for us right?” Thorax cooed down at her.

“Of course I can Master! I can do anything for you!” She cheered as she nuzzled into his hoof.

“That’s a good girl,” The Changeling Emperor purred.

Pharynx smiled as he too began to pet Foggy’s head. “We’ll be sure to give you a big reward once Cloudsdale is completely ours,”

Foggy Flutters moaned happily as both Changeling Emperors pet and rubbed her head. “Hah…thank you so much Masters!” She cooed.

“You’re very welcome,” Thorax chuckled before he and Pharynx eventually stopped petting her.

They, along with Zoralis, reactivated their disguises. “Make sure you don’t get caught, Foggy,” Pharynx warned her.

Foggy Flutters moaned out another “Yes Master!” Before she too disguised herself as her old pony form.

The three changelings, now once again disguised as ponies, left Foggy Flutters alone in her office.

“We’ve got about an hour before Soarin arrives for his usual practice, according to our information,” Thorax said over the hivemind.

"Do you want to just wait, or convert some of the minor Wonderbolts?" Zoralis asked.

“I was actually going to ask you two for your opinions,” Thorax said.

Pharynx shrugged his shoulders as the trio walked down the hall. “I’m fine with either option,” The smaller Changeling Emperor said.

“As am I, Master,” Zoralis added.

“Then I guess let’s spend the next hour gathering more information and creating our triplet personas,” Thorax decided.

“Then that’s what we should do, I think that sounds like a plan.” Pharynx agreed.

The trio spent the next hour studying the activities of the Wonderbolts and the Staff as well as putting together a story for the triplets they were going to disguise themselves as.

Soarin eventually arrived right when their information said he would. Three changelings had their story straight.

They now had themselves disguised as a set of identical triplets. They all had orangish brown fur with black mane, and they wore shirts with Soarin’s face on them under open staff member jackets.

Soarin stretched his wings as he approached his favored training area. He took off into a set of barrel rolls and backflips and all kinds of maneuvers.

He was halfway through his third set of the morning when he heard cheering.

As he turned to look, his eyes widened as he saw three identical beautiful looking mares, all staring at him and cheering him on.

The Wonderbolt nearly crashed into a cloud ring and barely recovered. He began to showboat for them now that he was aware of his audience.

Their cheering only grew louder as he practiced, loud enough to make it sound like an entire crowd was watching him. This made his chest well up with pride. He never got the loud cheers, it was almost always Spitfire!

He continued on for a few more minutes before he eventually touched down a few meters away from them.

He then trotted up to them with a big grin on his face. “Like what you saw ladies~?” He asked.

"That was fantastic!" Pharynx said. He had chosen the name of Feather Heart.

He clapped his hooves together for Soarin.

They all showered him with compliments and praise. Zoralis had chosen the name of Weather Mane and Thorax chose the name Sweet Skies.

"Heheh...well...I'm flattered ladies, but you shouldn't be out here. It could get dangerous."

"Oh it is? We had no idea. Could you protect us?" Zoralis asked as he pretended to be a damsel in distress

Soarin chuckled, "I'd love to ladies, but I just started my exercises."

"Aw come on~! Why don't you...escort us to somewhere safer~?" Thorax suggested with a purr.

"Come on girls," He said with a sheepish grin, "I gotta put in the work you know?"

"We'll make it worth your while," Pharynx said

"You've always been our favorite wonderbolt~." Zoralis said.

The triplets showed off their shirts with his face on them.

He chuckled and looked away with a blush, "Come on girls, that's not fair."

"Come on, we just got jobs here! Why don't you make us feel welcome! We got the jobs to see you up close you know~!" Thorax purred.

The pegasus sighed and looked towards the sky. "Oh...alright. A few drinks on me, but that's all." Soarin relented.

The three disguised Changelings grinned at him before they all cheered and batted their wings. "You're the best Soarin!"

"I know I know. Come on, we'll go to my usual place.” Soarin said.

"We can't wait," Pharynx said with a smirk.

The three Changelings walked off with the Wonderbolt and left the HQ with him. He led them away to his favorite bar in Cloudsdale.

When they arrived he opened the door for them, "After you ladies."

They trotted inside and nodded their thanks to the stallion. The bar wasn't full, but there were a decent number of ponies there.

Soarin led them to a booth he had reserved for himself and other Wonderbolts permanently and slipped into a seat.

Feather Heart Weather Mane and Sweet Skies sat next to each other and across from Soarin. They leaned onto the table and rested their cheeks in their hooves while they stared at the pegasus with goo goo eyes.
Soarin began to boast about his accomplishments to them while a blush made itself known on his muzzle.

They sighed dreamily as they stared at him while they giggled in their minds.

“He’s so naive. He’s falling for this hook line and sinker. It’s adorable.” Thorax chuckled.

After they got a few drinks in him he really wouldn't shut up.

The changelings had also had a lot of alcohol, but their bodies purged it almost instantly so they were largely unaffected. Especially Thorax and Pharynx.

As the drinks kept coming, Soarin started to return the Triplets’ flirts. He got more and more flirty as time went on.

They decided to seal the deal with him.

“Say, Soarin. You keep saying how talented you are. I wanna see if your talent can be seen somewhere other than in the sky. If you catch my drift~,” Zoralis, disguised as Weather Mane, said with a grin.

"And she's not alone," Pharynx, disguised as Feather Heart, added with a giggle.

A few drinks ago he would've sputtered, but now he just grinned, "Oh really~?"

“Yes, Really~!” Thorax, disguised as Sweet Skies, chirped eagerly.

"So what do you say? Want to show us?" Pharynx asked, leaning in

Soarin shrugged and slapped some bits on the counter, "Let's go to my place~"

"Your place in the HQ or your actual house?" Thorax asked.

"My real place, where no one will interrupt my demonstration."

"That sounds perfect," Zoralis cooed happily

The four of them got out of the booth and trotted out of the bar. Soarin spread his wings and took off into the sky.

He flew up to one of the many cloud mansions hanging above Cloudsdale.

The disguised Changelings eagerly followed close behind him. Their smiles only grew the closer they got to the pegasus’s home.
The flight was short and Soarin stopped at the doors of one of the larger mansions.

"Nice digs," Zoralis said.

"Just wait till you see the inside." He pushed open the door for them.

Pharynx let out an impressed whistle as they walked inside.

The inside was covered with Wonderbolt colored decorations. The cloud floors and walls were all blue.

Soarin grinned at them as he led them to a spiral staircase. “The bedroom is up there. And I have a pretty big bed,” He said proudly.

The triplets all grinned eagerly at the implications Soarin made. “Sounds fun!”

With that, the Wonderbolt led the three disguised changelings upstairs towards his room. He was still wearing his skin tight flight suit.

They could see that he was rather excited. And with their heightened changeling senses they could smell it too.

The changelings were rather excited that they finally got to Turn their first Wonderbolt.

He led them to his bedroom, which was rather clean for a single young bachelor.

"You keep yourself pretty tidy, Soarin." Sweet Skies said.

"Yeah, I'm surprised," Weather Mane said in agreement

Soarin playfully pouted at them. “Hey, I thought you guys thought highly of me.” He chuckled as he began taking off his flight suit.

The three of them just giggled and watched as he stripped himself bare.

They acted like they were highly excited to see him completely bared.

Soarin grinned as kicked the last of it off, "Now then, who wants a hooves on demonstration first~?"

"I do!" Zoralis or rather Weather Mane chirped as he trotted forward.

"Perfect, let's get on the bed." For being drunk, Soarin was still surprisingly steady on his hooves.

Soarin and Zoralis got onto the bed together, and Soaring shifted the disguised Changeling onto his back.

“Ladies first~.” He purred.

"My my what a gentleman." Weather Mane said with a smirk.

Soarin grinned at ‘her’ and began to lick her pussy.

Zoralis could actually feel this, and it felt quite good. He groaned out in pleasure as the male Pegasus ate him out.

He seemed to actually know what he was doing, and even paid attention to his clit.

Zoralis moaned and gripped Soarin’s head in pleasure. He purred happily as his cock began to throb under him.

"Mm...ah...you gonna stick it in me big boy~?" Weather Mane asked with a grin.

“Have you had enough foreplay already?” Soarin asked with his own grin.

Weather Mane simply nodded, so Soarin mounted her front. He pressed his shaft against her

Soarin mounted her front, his impressive shaft pulsing against Zoralis.

He lined up his flare with Weather Mane’s pussy. “Ready?”

"Yes I am." Zoralis said with a big grin.

Soarin pushed inside and let out a moan, "Oooh yeah, that's one tight pussy!" He groaned out.

Zoralis purred in pleasure as Soarin started to buck into him. He looked behind Soarin to the smirking forms of Weather Mane’s sisters.

Zoralis gave a nod to his Emperors.

Their smirks widened as they walked up behind Soarin. He barely noticed when they climbed onto the bed.

As they did, there were twin flashes of green as they dropped their disguises.

Zoralis also dropped his disguise as Soarin was balls deep in him.

"Wh...huh?! You're....a dude?! What the hell?!"

"We're all dudes!" Pharynx said with a laugh as he spat goo onto Soarin's wings, pinning them to his back.

"Mm! Feels even better now that you're in an ass, don't you~?" Zoralis teased.

"H-hey! I'm not into bondage or dudes!" He cried as he tried to pull out.

"You'll be into both by the time we're done!" Thorax said with a laugh.

The trio of changelings all cackled as Thorax and Pharynx forced into his ass.

Soarin cried out with...pleasure? Oh no, was he actually into this? He had so many questions about himself!

"He's totally into it!" Thorax laughed as he and Pharynx began to thrust in and out of him.

"Oh wow! What a slut!" Pharynx laughed as he pounded in time with his brother.

As the Emperors fucked him hard and fast, Soarin was pushed into Zoralis who moaned with delight.

"F-fuck~! No~! I'm not fucking-!" He cried out as they pressed his prostate, cumming into Zoralis.

"Oooh! That's a pretty big orgasm!" Zoralis groaned.

"And I thought you weren't gay," Pharynx taunted.

Soarin could only whimper and moan as he rode out his orgasm.

"Well he won't be a Pony for much longer either." Thorax giggled.

"Heh, true," Pharynx's cock twitched a little.

"F-fuck~ D-Don't..." Soarin trailed off.

The emperor changelings got closer and closer until they came deep into him.

As they filled him up, they leaned in and bit his neck at the same time.

Soarin screamed out in pleasure as his body quickly transformed.

In less than 4 seconds Soarin had become the first Wonderbolt to turn into a changeling.

Pharynx and Thorax pulled out with rough and wet pops. "So... how do you feel?" Pharynx asked with a smirk.

"Really...really good..." He moaned, his cock having grown inside Zoralis.

"You look like it." Thorax said with a chuckle.

"And you feel like it too," Zoralis moaned out happily.

"Fuck, can I...keep going? Please?" Soarin whimpered as he looked back at his new Masters.

Thorax and Pharynx had both pulled out of him at this point.

"If Zoralis wants to." Thorax shrugged.

Soarin shifted his gaze down to the red eyed Changeling he was in the middle of fucking.

"Go ahead." Zoralis chirped.

Soarin shifted his stance and began to plow Zoralis as fast and hard as he could.

Zoralis moaned loudly in pleasure as Soarin moved his hips like pistons

"Oh fuck this feels so good~!" Soarin moaned.

"I can tell! Mm!" Zoralis moaned happily.

"Thank you so much for this masters~!" Soarin cheered as his thrusts grew faster.

Thorax smiled and laughed a little. “Any time.” He said.

"How can I repay you~?" Soarin managed to ask.

Thorax gave him the usual orders for recently turned Changelings as well as some specific directives for him.

“You are now a very valuable asset to us. You can gather information much easier that we would be able to. Make sure you tell us everything you can,” Thorax said.

"C-can do~!" He moaned as he came again.

"Mmm~! I rather like this~!" Zoralis moaned happily.

"Then I'll keep going~!" Soarin promised.

Thorax and Pharynx sat back and watched for a few minutes as the pair fucked.

Thorax eventually stood up and stretched his back. His wings fluttered a bit as he did so. “Welp! We’re gonna get going. We’ll leave you to it.” Thorax said

"Yes Master!" Soarin and Zoralis moaned out.

Thorax and Pharynx smiled at each other before they trotted out.

"That went well, "Pharynx commented with a smile as they left

Thorax kissed his cheek and giggled a bit. "Very well." He agreed.

Cloudsdale got closer and closer to being fully converted as each day passed. And the poor little ponies were none the wiser.

Author's Note

And Chapter Five is finished.

I find it hilarious that the second chapter is longer by only THREE words.

Took awhile to get this written to a point where I was happy with it. Soarin is now a Wonderbolt and will be a spy going forward.

Cloudsdale gets closer and closer to the inevitable ending, but its not quite there yet. I doubt I'll be able to finish everything in just one more chapter.

But who knows?

As always, I hope everyone who read the chapter enjoyed it, and more will becoming!