A few days passed since Thorax and Pharynx claimed their first Wonderbolt with Zoralis.

They had spent these days converting nearly half of all Staff Members.

Soarin had helped them there he could, sending workers their way and converting any actual fans who approached him.

The brothers had told him to let them know whenever other Wonderbolts came by. Of note. They've already converted a few lesser-known ones.

As commanded, Soarin went into the compound to see who had arrived today.

He could gather the most amount of information for the Hive at the moment so the brothers had him doing a lot of missions for them.

His current mission, in addition to taking stock of the current roster, was getting a list of Wonderbolt hopefuls Spitfire had put together.

Soarin went into her office, froze when he saw her, and tried to back out.

"S-sorry, wrong door!" He tried, opening the door.

"Get your flanks back in here Soarin!" Spit Fire yelled.

Soarin froze, slowly turning to face her.

Her hooves were steepled as she gave him a pointed look.

"What's this I hear about you slinking off with groupies? Thought it wouldn't get back to me because I was off base huh?"

"I...admit I may have gotten caught up in the moment and made some...miscalculations."

Spitfire raised an eyebrow at him. "Miscalculations, hmm?"

"...they were triplets spitfire! Triplets!"

Spitfire sighed and rubbed her temples. "Sweet Celestia."

"Come on, tell me you've never fallen for a groupie!"

"Not at my place of work." Spitfire grunted. "Soarin you're usually better than this."

"Triplets Spitfire! And they caught me on a horny day, and all three of them wanted to fuck me!"

This didn't fly over for Spitfire, unfortunately for Soarin.

She spent the next thirty minutes dressing him down.

Soarin did his best to act afraid, and not like he was imagining his Emperors railing her tight ass to loosen her up.

Fortunately for him he was decent at acting. And being a Changeling now he was even better than before.

She sent him out of his office with over five punishments.

He groaned as he left, "Sorry masters, Spitfire's office is going to be off-limits for me for a little while."

"It's alright. That list of hopefuls can wait." Thorax said.

"I'll get back on her good side as fast as I can, masters.”

"Good boy. Go ahead and do whatever it is she needs you to do."

With that, Thorax disconnected their connection and returned his focus to the mare he was converting with his brother.

"How many does this Make Pharynx?" He asked as he railed her throat.

"I lost count after twenty," Pharynx said with a moan as he pounded her rear

It had definitely been more than twenty by now.

The mare was groaning in pleasure as the Emperors' pre was enough to begin her conversion.

By the time the pair fully came into her, she was already fully converted. Pharynx groaned as he came into her ass.

“Ah…These last few days have been filled with so much Progress. We’re getting closer and closer to being done with this City,” Thorax said.

He pulled out of the mare’s throat as Pharynx pulled out of her ass.

"Yup, and personally I can't wait. Feels like we've been here forever," Pharynx remarked as he wiped his cock off using the new changeling's ass.

She moaned out a thank you and fell to the ground with a groan.

“Today is another training day, at least I think it is. Hopefully there’ll be some other mainline Wonderbolts to convert,” Thorax said.

Pharynx nodded in agreement. “That’d definitely help things go by faster,” He said.

Later on in the day, they got the news they wanted to hear. Soarin found an excuse to swing by and tell them the information he gathered.

“Fleetfoot and Blaze, hm?” Thorax said as he rubbed his chin.

“Yeah, we’re supposed to practice as a trio Tonight. They’ll be here in an hour. You’ll have plenty of time to act.” Soarin told them.

Thorax smiled at him and petted his head. “Good work. We’ll figure out what to do with them,”

Soarin smiled and purred before he flew off. He had to get back to mopping the halls.

“So, Pharynx. When we get to see them, which one do you want~?” Thorax asked.

Pharynx rubbed his chin as they walked to their room. "Fleetfoot. She's the cuter one," He said after considering it.

Thorax pouted a bit as he had also considered her, but he decided to let Pharynx have her. Blaze was also pretty cute too.

“So what do you wanna do while we wait?” Pharynx asked him.

Thorax sighed and flicked his tail. “I guess the job Silver Lining and Blue Streak were hired for,” He grumbled.

“Yeah, we probably should,” Pharynx chuckled.

They trotted away back to their office to continue their jobs. It didn’t take very long for them to notice the pair of Pegasi outside of the window doing barrel rolls.

Pharynx couldn’t help but lick his lips when his gaze fell upon Fleetfoot. “They’re here,” He told Thorax.

“I can see that.” Thorax chuckled. “I guess we better get to work,”

“Good. I was getting tired of this desk work,” Pharynx said.

The two found a reason to leave the staff office and made their way towards the practice area. They watched Fleetfoot and Blaze practice from afar.

“Ideas?” Pharynx asked his brother.

Thorax rubbed his chin in thought before he grinned. “One idea comes to mind,” The Emperor said with a smirk.

He whispered into Pharynx’s ear, the smaller Changeling Emperor growing a grin as he talked.

Pharynx looked at Thorax once he was finished and nodded. They stood up and trotted behind a building.

They reappeared, now disguised as Cadet Wonderbolts, and trotted back towards the practice area Fleetfoot and Blaze were at.

Thorax and Pharynx walked up to them, and Thorax cleared his throat.

"Ehem, E-Excuse me. We're new, we just got approved Five days ago. A-And we were wondering if we could get some pointers..." Thorax asked shyly.

Fleetfoot and Blaze shared a look with each other before looking back at them. “Sure, we can help you gals out.”

“Great! We were told we’ll be on a decent sized team. Do you know any four-pony team tricks we can practice?” Thorax asked.

"There's not that much we can do with just four of us, but there is at least one I know we can." Fleetfoot said.

Thorax and Pharynx smiled and nodded eagerly.

"We'll follow your lead!" Thorax said.

"Then follow us," Blaze said, and they led the two up into the sky.

They followed them up into the sky.

“Alright. So we’ll each start several meters away from each other. Then we’ll fly right at each other, and spiral up together and spread out like a flower.” Fleetfoot explained.

It took a few tries. A lot of tries, and even a couple of crashes, but they executed the trick perfectly at least once.

Fleetfoot and Blaze were very surprised with Thorax and Pharynx's skill. “It took us twice as long when we first learned this trick. You two are pretty good!” Fleetfoot said.

The disguised Emperors smiled happily at the praise.

"Yeah, this was pretty fun. We've been at it for almost an hour now. Wanna get some food with us?" Blaze asked.

Fleetfoot grinned at them. "I bet you're getting sick of Mess Hall food huh?"

"Yeah, we definitely are," Pharynx said with a grin and a nod.

"We know a good place. We'll just notify Spitfire and we'll be on our way." Blaze said.

"Can't wait," Pharynx said with a grin

The four Pegasus flew away and out of the compound.

The flight didn't take too long and soon they got to their destination

Fleetfoot walked up to the ponies at the entrance of the restaurant, and they got their own private booth.

"This is a nice restaurant," Pharynx said as he looked around

"Yeah. They have great skyfish here. Lean and filling, perfect for us athletes." Fleetfoot said.

"Sounds delicious," Pharynx said with a nod.

Thorax and Pharynx sat across from Blaze and Fleetfoot.

"So...what're you two in the mood for?" Blaze asked.

"Would it be presumptuous to say you?" Pharynx asked with a smirk.

Before they could respond, Thorax and Pharynx eyes began to swirl in several different colors.

This caused their mouths to hang open as they stared until their own eyes swirled.

“M-Mmm…of course not…if you want us you can have us sir!” Blaze said with a happy giggle.

"Good. Then let's go to the bathroom," Pharynx commanded.

Thorax scoffed playfully and rolled his eyes. “That’s not romantic enough. Let’s go to your house, Fleetfoot.” He ordered.

The four of them got up from the booth and left without ordering anything. They flew to Fleetfoot’s house and immediately headed for her bedroom.

“Now lay down.” Pharynx ordered.

The pair of hypnotized Wonderbots laid against Fleetfoot’s bed and shook their asses at the brothers.

The Emperor Changelings dropped their disguises and ripped off skin tight flight suits. Pharynx slapped his cock on Fleetfoot’s ass before he slammed right into her Pussy.

Fleetfoot screamed in pleasure while Blaze whimpered and began to shake her ass alluringly at Thorax.

Thorax calmly walked up behind him and slipped his cock into her pussy.

Both hypnotized mares groaned out in pleasure.

"That's a good girl," Pharynx praised Fleetfoot as he slowly started to pound in and out of her slicked entrance.

Fleetfoot squealed in pleasure as her entrance leaked marecum around Pharynx’s purple shaft.

This only encouraged Pharynx to thrust faster. He was moaning loudly and happily as he pounded in and out of her.

“Are you two virgins~?” Thorax asked as he bucked into the screaming Blaze’s pussy.

"Y...yes we are!" Fleeetfoot managed to say.

"Good." Pharynx chuckled.

The brothers continued to fuck the senior wonderbolts for a very long time.

Fleetfoot and Blaze moaned as they came around their cocks for the fifth time.

The two slowly sped their movements up within the two's bodies.

Soon, the pair hilted inside then and came harshly into their wombs.

They were converted with just their first ropes.

Even so, the two continued to pound away and abuse their bodies.

They fucked them for another hour until they had their fill.

Once they were finished, they transformed into Fleetfoot and Blaze.

"We'll be taking your place in the HQ. You two can head to the hive." Thorax told them.

"Yes sirs!" the two saluted before flying off towards the hive.

Thorax sighed in relief as he sat back on Fleetfoot's bed.

"I sure am glad those two arrived when they did. Being them will make this much easier." Thorax said.

"Agreed. Now we can do things much faster," Pharynx said as he laid against Thorax.

Thorax put his hooves around him. "But...we can afford to put work off a little longer~." Thorax said as he deactivated his disguise.

"Mhm, for now let's just relax a little," Pharynx said with a smile as he cuddled against him and deactivated his disguise as well.

Cloudsdale was almost completely converted now. Every major part of the cloudy city had been converted, aside from the Wonderbolts.

Only a few of them were left. And they were none the wiser.

Spitfire was expecting a certain visitor today in the Academy part of the Headquarters. She had refused to tell anyone about it.

When Thorax, who was disguised as Fleetfoot, asked her about it, the only answer he got was, “If I tell anypony in advance you’ll try to talk me out of it,”

Right now, Spitfire was waiting at the entrance of the academy. She was tapping her hoof impatiently while she waited.

A few minutes of waiting later, a pegasus with a teal coat and bright goldish yellow mane trotted up.

This mare was none other than Lightning Dust. She was one of the most promising fliers Equestria had ever seen, but she had a really bad attitude problem that put some ponies in danger in the past.

Spitfire had decided, against her better judgement, to try and give her another shot.

“I-I got your letter. A-Are you really sure you’re okay with this?” Lightning Dust asked the leader of the Wonderbolts.

“No. That’s why I’m putting you through a bunch of tests, Dust.” Spitfire grunted. “And even if you do pass everything, you won't be an official Wonderbolt until after Rainbow Dash is.” The fiery maned pegasus said gruffly.

"Of course I'm gonna be behind her," Dust muttered to herself.

Spitfire adjusted her sunglasses with an unimpressed look. Lightning Dust straightened her posture and smiled at her nervously.

Spitfire sighed and pushed her sunglasses back up before she turned away from the mare. “Don’t make me regret this.” Spitfire growled.

"I won't!" Dust said quickly, a nervous expression on her face.

Spitfire let out an unconvinced grunt before she turned around. “Follow me. And get used to holding mops.”

"Yes ma'am..." Dust said with a nod as she followed her.

Thorax and Pharynx had been watching the scene from above, out of sight from both Pegasi

Pharynx couldn't help but smirk a little, which Thorax returned.

"So that's who Spitfire was meeting. Well, in terms of talent, she's a diamond in the rough, according to our information anyway. So this is a perfect oppurtunity." Thorax said.

Pharynx’s smirk turned into a grin as he nodded in agreement. “She’ll be very useful,” He agreed.

The pair of Changeling Emperors followed Spitfire and Lightning Dust while remaining out of sight.

They watched as the leader of the Wonderbolts gave Lightning Dust an incredible amount of chores to do.

"-And then I'll have you on Laundry Duty. And if any Wonderbolts need your help, you're to help them." Spitfire said.

"Yes ma'am," Dust said, doing her best not to sound irritated.

"Now don't fuck this up. I won't be giving you another chance." Spitfire said before she flew off.

"I won't," Dust said, though it was only after she left.

Lightning Dust grumbled as she began cleaning up a leftover mess in the mess hall.

As she cleaned up, she heard hoofsteps while she was distracted with a particularly tough stain.

"Hey. You're that pony who caused a Tornado a few years ago, aren't you?" A mare’s voice asked.

Lightning Dust turned around, and her eyebrows raised when she saw Fleetfoot and Blaze behind her.

The yellow and gold maned pegasus huffed and returned to the stain she was scrubbing.

"Yeah, that's me," She grunted.

‘Fleetfoot’ and ‘Blaze’ smirked at each other before they walked around Lightning Dust.

"I'm surprised Spitfire let you have another shot." 'Blaze' said.

"So am I," Dust admitted quietly.

'Fleetfoot' sat against a recently cleaned table and looked back at the teal pegasus.

"What're the exact terms Spitfire has you working under?" She asked.

Lightning Dust sighed as she finally got the troublesome stain removed from the table she was working on. She picked up her sponge and bucket before she moved on.

"I have to do menial chores until I prove myself responsible enough. Then I'll be in the reserves until Dash becomes an official Wonderbolt, and I'll join shortly after her."

"Anything else?" 'Blaze' asked.

"I've gotta help any Bolts that ask for it." She told them with a groan.

'Fleetfoot' and 'Blaze' looked at each other with a grin.

"Well. We could use your help." ‘Fleetfoot’ said.

Lightning Dust closed her eyes and took a deep breath. She had guessed that this conversation was going to head in this direction.

She was preparing herself for the worst as she started scrubbing more stains. It was probably going to be some stupid hazing, and she’d probably deserve it.

"Alright. What do you need me to do?" She asked reservedly.

The pair of senior wonderbolts flashed her twin grins. "Well...we need a third for practice. And we don't feel like looking for Soarin." ‘Blaze’ said.

Lightning Dust stopped scrubbing and whipped her head around.

"You mean it?! I get to fly with you two?" This seemed to jolt some excitement into her.

Their grins widened. She had taken the bait.

"Yeah. Why not? And if Spitfire asks, we'll just tell her we told you to help us." ‘Fleetfoot’ said.

Lightning Dust was grinning widely now. She flew in place while pumping her hooves.

"Alright! This'll be exciting!"

They made sure she finished up what she had to do in the Mess Hall before they left with her.

The two took her out to the training field, where nobody else was at the moment.

"So! What trick are we gonna be trying?" Lightning Dust asked as she pranced in place.

"It's called the Flying Fuck," Pharynx said with a smirk before dropping his disguise.

"W-What the fu-"

Her muzzle was immediately stuffed with Pharynx's changeling cock.

Thorax dropped his disguise and slid his cock into her tail hole.

Pharynx moaned loudly as he roughly pounded away in her mouth.

Thorax smirked at Pharynx while they fucked the confused and now terrified mare. “Really brother? ‘Flying Fuck’.” He teased.

“What? It was funny!” Pharynx insisted.

Lightning Dust screamed around the purple changeling cock in her muzzle as the pair thrusted in and out of her.

This only gave Pharynx more pleasure and made his moans get louder. Thorax leaned over Lightning Dust’s back and wrapped his hooves around her barrel to make sure his thrusts really hit her deep.

"You're going to enjoy what's going to happen next." Thorax purred in Lightning Dust's ear.

Her body trembled in anticipation and terror from what he said. She struggled wildly, but not nearly wild enough to escape the grip of two Changeling Emperors. Her efforts only made the experience more pleasant for the pair.

"Mmf! She's really tight!" Thorax moaned loudly.

"And her mouth is so warm!" Pharynx moaned out.

Lightning Dust screamed around his shaft as her body began to tingle.

Pharynx's cock started to twitch a little within her muzzle a little while later. The tingling sensation grew more intense. Her legs had already begun to turn. Her hooves were no longer teal, but Black.

The mare’s whimpers and cries had steadily begun to turn into moans. This pleased both Emperors greatly.

“There we go! See? I told you that you’d enjoy it!” Thorax cackled.

Lightning Dust tried to make some witty response, but it was muffled by Pharynx’s cock pistoning in and out of her throat.

Even if her muzzle was unobstructed, she’d probably only be able to scream in response anyway.

“Mm, I look forward to seeing what kind of Changeling you’ll be~!” Thorax purred.

His cock began to twitch inside of the mare. Her legs were entirely converted now, and it was working up the rest of her body.
“Wanna cum in this bitch at the same time?” Pharynx asked.

Thorax grinned up at him and began to laugh over the mare’s muffled moans. “Of course I do!” He chirped.

Pharynx didn't even bother with a count. He just thrusted forward hard into the converting mare and released his seed.

Thorax knew his brother well and moaned in pleasure as he came at the same time.

Lightning Dust shrieked as her body glowed.

Thorax and Pharynx's orgasms lasted for a few minutes, and the entire time Lightning Dust screamed as her body went through a radical change.

When they pulled out of her, they finished on her body as she fell to the floor. She had teal eyes, stringy mane, and tail. Her body was lean and clearly built for speed.

She could feel power rippling under her body. She was simply stronger as well as much faster than before.

"Welcome to Superiority, Lightning Bug." Pharynx chuckled.

She weakly got to her hooves and looked at them with her sparkling teal eyes. “Th-Thank you Masters!” She moaned. Her body shuddered from how good she felt.

Thorax petted her head with a chuckle. “I’ve been thinking about making our own variant of the Wonderbolts. Not a hundred percent sure about it yet though.”

"I think that's a perfect idea. Got a name in mind?" Pharynx asked.

Thorax shook his head. "Not yet. I have yet to give it much thought." He admitted as he petted Lightning Dust.

"But I think she'll be a perfect fit." He said with a smile.

Lightning Dust smiled and panted happily. “Thank you Master!” She barked as she leaned into his hoof.

“Good girl,” Thorax praised. “Go ahead and wait at the Hive. After we finish up in Cloudsdale, we’ll work out a plan with you and the rest of the Wonderbolts,”

“Yes Masters!” Lightning Dust cheered before she flew off for the hive.

Thorax and Pharynx were once again left alone. “Just a few ponies left. I want to make sure every single pony in the city is converted into Changelings before we convert Spitfire.” Thorax said.

“Not much left to do!” Pharynx said happily.

They transformed back into Fleetfoot and Blaze as they made their way back into the headquarters.

Only a handful of ponies were left, and by the end of the week, Not a single Pegsaus would remain in Cloudsdale.

Spitfire grumpily trotted to her office while she held a mug of coffee with a wing. She had been up all night filling out paperwork.

“I’m getting tired of this bullshit.” She grumbled.

She sipped half of her coffee as she approached her office. She opened the door and raised an eyebrow.

‘Fleetfoot’ was sitting in Spitfire’s chair with her hooves kicked up on her desk.

“Hey there Spitfire! Took ya long enough to get back here!”

Spitfire slammed her mug on her desk and glared angrily at ‘Fleetfoot’. “Why the fuck are you in my chair?” She growled. “I am way too tired to put up with any funny shit Fleetfoot. Get out of my office before I give you some really bad punishments.”

“Aw come on, lighten up!” Fleetfoot laughed. “You need to relax a little.”

Spitfire’s glare deepened and she opened her mouth to scream ‘Fleetfoot’s’ head off, but stopped when she heard her door slam shut.

Standing behind her was the smirking form of Blaze. “We know a great way to help you relax~.” She said.

Spitfire looked between the pair of ‘mares’ as her rage grew.

"What the fuck? Are you two trying to overthrow me or some shit?" She growled.

"Close, but no!" Fleetfoot smirked as she stood up before the disguise fell.

In her place was a changeling over twice her height grinning down at her with glowing ice blue eyes.

"You'd actually have to be our boss for this to be a coup~!" Thorax chirped.

Spitfire tried to escape through the window, but Thorax gripped her from behind and held her in a full pony nelson.

"Now just try to relax, and this'll be over before you know it," Pharynx said with a smirk.

Spitfire struggled in Thorax's grip, grunting and growling in rage.

"Who the fuck are you!? Let go of me! I'll kick your asses!" She roared.

Pharynx walked to her front and out his hooves around her back legs, holding them open as they sandwiched her between their barrels.

"You can't kick our asses, but we'll be filling yours," Pharynx said with a smirk.

She tried desperately to rip her legs free from Pharynx’s grip, but despite her fieriness she couldn’t do anything to either Emperor.

Their glowing changeling cocks pushed against her ass and pussy, and with a little effort, they managed to shove their flares into her.

Spitfire screamed out as their massive flares spread open her holes. The two brothers smirked at her expense and began to pump more of their cocks into her body.

She screamed out even more in response to this. Slowly but surely, they built up a pace thrusting in and out of her ass and pussy.

Their cocks were constantly leaking pre inside of her, and Changeling pre, especially from an Emperor Changeling, was a potent aphrodisiac.

It soon started to feel rather pleasant to the mare, but despite this she tried her best to resist.

Spitfire wanted to scream at them to stop. Beg, even. But, she couldn’t. Whenever she opened her muzzle, all that came out was a scream or a shout.

And those were quickly replaced with moans.
Thorax and Pharynx grinned when the mare began to moan. “Never fails~! You’ll love your new life as a Changeling!” Thorax cooed.

Spitfire was both terrified and excited at Thorax’s words. She wanted to just be angry, but her mind was too foggy.

A little bit of honey leaked around Pharynx’s shaft.

They slammed into her holes repeatedly for what felt like hours to the pegasus. Despite the intense pleasure she was now feeling, her body was doing its best to resist Thorax and Pharynx.

This didn’t stop them from fucking the poor mare harder and harder. Her expression was permanently in a state of pure bliss, her muzzle hung up and her eyes rolled up.

Soon, Thorax and Pharynx began to twitch inside of her holes. Without giving the mare any warning, they hilted all the way inside of her and groaned together as they released.

She screamed as her body was enveloped in a feeling much more intense than before. In mere moments, she was no longer a pony.

They rode their orgasms out inside of her before they pulled out. Green changeling cum drizzled out of her holes as she was set down on her desk.

“And now we have full control of the Wonderbolts, and Cloudsdale.” Pharynx chuckled, petting Spitfire’s head.

Spitfire purred and leaned into his hoof. “That….that was amazing…I loved that!” She moaned.

Thorax smirked at her and began petting her head as well. “We know you did.”

"Go ahead and call a meeting with every Wonderbolt in Cloudsdale, we'll have the mayor do the same with everyone else." Thorax told her.

“Yes Master!” She said with a salute before she flew off.

Thorax and Pharynx stretched their long legs and groaned happily. “Finally. It was getting boring pretending to be a Pegasus every day.” Thorax sighed in relief.

“Agreed. Now we can finally mix things up~.” Pharynx purred.

A few hours later, Thorax and Pharynx appeared in the middle of Cloudsdale. Everyone had been gathered as ordered.

They were all in their real Changelings forms, and they cheered in delight when they saw their Emperors.

“Welcome to the hive, everyling! Cloudsdale is now part of the Changeling Empire!” Thorax cheered.

The crowd erupted into a chorus of cheers.

“We have a few orders for everyling in Cloudsdale. The Wonderbolts. Every new application you get whether to be a Wonderbolt or to work for the staff. When you accept new hires, turn them immediately.” Thorax said as he looked down at Spitfire.

Spitfire nodded eagerly with a big grin on her face.

“Cloudsdale is very mobile, so its a perfect way to gather information from all around Equestria. We want everyling to participate in gathering any information useful to the Hive.” Pharynx said.

Everyling present made noises of acknowledgement. They were eager to serve their Emperors in any way they could.

“Now then. We will be taking our leave from Cloudsdale. Be sure to serve the hive well!” Thorax chirped.

“Yes Master!” They all cheered in unison.

Thorax and Pharynx smiled at each other before they disappeared in a flash. They had some celebrating to get to.

They reappeared in their royal bedroom, and not even a moment later Pharynx tackled Thorax to the ground.

“Heheh, come on Phar, our bed’s right there!” Thorax giggled.

Pharynx had him pinned down and was licking his neck. He looked up and grinned down at Thorax. “I know~.” He said.

He made no moves to move them to the bed.

Thorax rolled his eyes as he teleported himself and his brother onto their bed. He then wrapped his limbs around Pharynx and spun them around so he was on top.

"Heh, alright, you can top this time," Pharynx said with a chuckle as he cuddled against him.

Thorax grinned down at him and bit his neck with a possessive mark. “I’m gonna make you see stars~!” Thorax purred as he hooked his hooves around Pharynx’s back legs.

He folded them over his head and held him in a mating press.

“Mmmf~! Fuck!” Pharynx moaned. “I can’t wait!” He purred. He was already hard in anticipation.

Thorax pushed his ice blue flare against his hole. He grinned wildly down at his smaller but elder brother.

With a buck of his hips, the larger Changeling Emperor pushed his flare into him.

The elder changeling moaned out in pleasure as Thorax penetrated him. “Ahh…fuck I love you!” Pharynx groaned.

“Mmf! I love you too!” Thorax moaned happily.

He began thrusting in and out of Pharynx’s hole, slamming down into his flanks with thunderous slaps.

Pharynx enjoyed every moment of Thorax’s rough pounding. “Fuck yes, Thor! Keep it up!” He moaned, his own hard cock already throbbing.

“Ngh! Don’t have to tell me~!” Thorax moaned.

His flare had reached Pharynx’s pleasure button and began repeatedly slamming into it.

Each thrust caused Pharynx's body to spasm and twitch with pleasure. Thorax absolutely adored rutting his brother, and he loved it when his brother rutted him as well!

He just really loved his brother, more than anything.

His love was pouring off of him and made them both glow magenta. As the younger Emperor’s thrust grew faster and faster, Pharynx’s pleasure grew higher and higher.

After several long pleasure-filled minutes, Pharynx let out a howling moan as he came his green seed all over his and Thorax’s barrels.

Thorax didn’t stop fucking him there. He kept pounding his brother’s ass into shape, growling and moaning pleasure as his wings buzzed.

Pharynx’s orgasm only grew more and more powerful as the minutes passed. Only when Pharynx’s balls were empty, did Thorax hilt inside of him and release one of his most powerful orgasms yet.

He roared in pleasure as he stuffed his elder brother full of his royal changeling seed. Pharynx practically howled in pleasure from how incredible he felt.

He felt like his entire cum covered body was orgasming at once.

Thorax kept fucking him even as he came, and only stopped once he was completely empty. Even then he ground inside of him a little while holding him close.

He used magic to levitate up all the cum Pharynx had spent on their bodies, and made him drink up half of it while he drank down the other half.

“Mmm~! Tasty as always!” Pharynx moaned out with a satisfied sigh.

Thorax smirked at him and nibbled his ear. “You totally suck yourself off don’t you~?” He teased.

“Have you seen how hot I am?” Pharynx responded with a giggle.

Thorax laughed uproariously and held him close. He rested his head on top of Pharynx’s. “I love you, Pharynx.”

Pharynx smiled and snuggled into him, wiggling around his cock. “I love you too, Thorax.” He cooed.

After the long, quiet invasion of Cloudsdale, the Changeling Emperors finally went to sleep in their own bed.

Author's Note

And now we've reached the end of The Cloudsdale Arc.

Every Pony has fallen to the Changelings, and they enjoyed it.

It was a lot of fun writing this arc, and I'm rather proud of the conclusion.

This sex scene with Thorax and Pharynx is one of my favorites yet.

I hope everyone enjoyed reading! I'll love to read any comments you guys leave, constructive criticism is always welcome!

Thank you all for reading! More is on the way!