Power Breeds Change

by Ablegabriel

Rating: mature
Tags: Porn, My Little Pony: Friendship is Magic, Fetish, Romance, Adventure, Sex, Thorax, Profanity, Non-consensual, Violence, Pharynx, Alternate Universe, Changelings
Length: 38933

Thorax discovers a forgotten changeling ability to change other creatures into changelings

Thorax discovers an old ancient and forgotten ability of certain changelings being able to turn other creatures into changelings.

He shares his discovery with Pharynx, his favorite ling in the world. Together, they begin converting ponies into changelings, slowly replacing most of the population with changelings.

Will anyone be able to stop them? Will they even be discovered?

Unlikely.

Lots of Sex, Lots of Violence.

Thorax is ooc but still a lovable doof, Pharynx is pretty in character.

Cover Art Commissioned!

Cover Art By: https://www.deviantart.com/ashley-the-muffin

Artist can also be found on IG and Tiktok @sugarsongart

Published 2025-02-08 02:50:00 UTC
Last updated 2025-02-19 00:57:51 UTC

1 A Dangerous Discovery

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

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

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

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

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

"Pharynx wait!!" Another voice shouted.

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

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

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

"Test?" The changeling dubbed as Pharynx asked.

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

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

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

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

"Thank you, brother." Thorax said.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Slap yourself." He ordered.

She smiled and giggled as she began slapping herself repeatedly.

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

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

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

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

"Hmph, maybe..." Pharynx grumbled.

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

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

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

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

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

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

Pharynx raised an eyebrow at Thorax.

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

Thorax smiled at him with a happy chuckle.

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

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

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

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

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

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

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

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

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

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

Thorax smiled back at his brother and partner.

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

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

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

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

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

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

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

"We're sure." Thorax said.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Both brothers thanked them and walked off together.

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

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

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

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

"Looks nice." Thorax commented.

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

Thorax chuckled and nodded in agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Elsewhere In The Village

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

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

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

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

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

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

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

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

The white stallion rolled his eyes.

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

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

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

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

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

"Nope," Sugar Belle said with a giggle.

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

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

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

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

The Next Day

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Thorax smiled at her and continued to scritch her chin.

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

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

"You too." Pharynx said gruffly.

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

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

Thorax stretched his back with a satisfied sigh.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Yes we shall," Pharynx said with a grin

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Leave us alone!” Sugar Belle cried.

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

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

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

And the rougher the changelings’ thrusts became.

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

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

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

"Mm~! Two~!" Thorax moaned.

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

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

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

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

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

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

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

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

"Good girl." Thorax said.

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

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

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

"Yes Master!" The newly turned grubs cheered.

They paid attention to everything their Masters had to say.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"I love you more!" Pharynx cooed.

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

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

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

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

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

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

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

Author's Note

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

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

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

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

This time, I hope it's for good.

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

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

2 Usurped and Unified

A day after Thorax and Pharynx finished converting the entirety of Our Town, A large unicorn had trotted into town. He was pulling a mail cart with Twilight Sparkle’s cutie mark on either side of the cart.

This unicorn was very tall. He was taller than anypony else in town. His mane and tail were both jet black and his fur coat was a deep sapphire blue.

His name was Unyielding Shield, and he had been assigned to be Twilight’s guard by Celestia when she moved to Ponyville permanently.

He had eventually become the Captain of her Guard. Given that he was the only member, Twilight felt it made sense.

Twilight solved pretty much every problem she had on her own or with her friends, so he didn’t really have much to guard. He told Celestia as much, but the overprotectiveness in the Alicorn of The Sun insisted he stay.

He was fine with it, just rather bored. So whenever Twilight, or her new student Starlight, had a big errand to run, he volunteered.

That was why he trotted into Our Town pulling along a mail cart. This mail cart was full of letters from Starlight including pictures of her with Twilight and Flurry Heart, who had just been born.

As he trotted into town, Ponies greeted him. He had been here a few times already, doing favors for Starlight.

"Hello there! Nice to see you again Shield!" Green Hoof said with a happy wave.

“Hey, thanks Green Hoof. Is DD around? I'd like to deliver all this and get something to eat." Shield said, gesturing to his cart.

Green Hoof looked into the car and smiled. "Wow, That's a lot of mail!” She chirped before looking back at Shield.

“As for DD and the others, they are at Sugar Belle's bakery.” Green Hoof said. “Oh and if you get a chance, make sure to say hi to our guests. I think they're leaving later today, so don't miss them!" She said happily.

Shield shrugged and began pulling along the cart. "Maybe I will later." He said.

His blue eyes looked around the town as he walked towards Sugar Belle’s Bakery. He couldn't put his hoof on it, but something about the town was making his skin crawl and his fur frizz.

As he trotted towards the bakery, he failed to notice a pony walking into the guest house.

Shield stopped in front of the bakery and finally unhitched from the mail cart. He sighed and stretched out his back before he walked inside.

The door jingled as he opened it, and the four ponies he was looking for turned and smiled at him.

"Shield! We haven't seen you in over a month! Welcome! I'll go make you your favorite cake!" Sugar Belle said happily. She got up from her seat and headed towards the back.

"No, that's okay." Shield politely declined, despite knowing she would make it anyway. "I'm just delivering some mail from Starlight.” He said.

Party Favor smiled at that. “It’s good she’s still writing us letters. Why don't you stay and relax a little? It's a long walk," He suggested.

Shield shrugged and sighed. "Only for a bit.” He relented. “I need to take back any mail you guys have for Starlight too."

"Okay!" Sugar Belle, popping her head out from the kitchen. “I have a cake I made for her!”

"And we've got a surprise for her!" Double Diamond said with a grin.

For some reason, Double Diamond’s words sent a chill down Shield’s spine. He always did have good instincts.

"What kind of surprise?" He asked with a cautious gaze.

"You'll see.” Double Diamond said with a chuckle. “It is a surprise after all.”

Night Glider cleared her throat and smiled up at Shield. “Before any of that we have some new friends we want to introduce to you." She said.

This only served to make Shield more nervous. "No, I think I'll pass.” He said, slowly back up from them.

“I'm sure they're nice ponies, but I'd honestly like to be on my way. Twilight wants me to do something for her.” Shield said, quickly making up an excuse.

He could tell something was wrong. Something was deeply, deeply wrong. But still he couldn't identify it.

The blue unicorn dropped the mail had for them on a table, and then he practically galloped out of the Bakery.

The four ponies stopped smiling and looked at each other after he left. They then closed their eyes, as if they were communicating through their minds.

Shield had started to leave the town entirely, leaving behind the mail he was supposed to collect. At this point, he didn't care. He had to get back to Ponyville and tell Princess Twilight.

Something big was either about to happen, or had already happened. And he wanted no part of it.

Unfortunately for him, his escape was cut off when several towns ponies surrounded him. “Where are you going, Shield? You just got here!” One of them said.

His horn lit up blue, sparking with magic. "Let me through.” He said firmly.

“Fuck why didn't I let Twilight teach me how to teleport?!" He thought frantically.

The crowd blocking his way forward parted, and Two ponies he had never seen before walked towards him. They were both rather tall, but not as tall as him.

Shield guessed that these two were the guests he had been hearing about. The uneasy vibe he got grew worse when they approached him.

"Why hello there. You must be Unyielding Shield," One of them said with a polite smile. His voice was pleasant and cheerful.

Shield had to get out of here, the weird vibe he felt was getting worse and was nearly driving him insane.

"I don't know you and I don't want to know you. Let me through.” He said firmly.

“Are they mind controlled? I don't want to have to hurt them. But these two are clearly the ringleaders of whatever is going on."

"Well that was rude." The other one said with a playful scoff. His voice was deeper and more gruff.

"There's no harm in making new friends." The other pony said while still smiling at him.

"Untrue." Was Shield’s simple response.

He continued studying them. All he could tell was that they were hiding something. And it was really starting to freak him out.

The second one, the one with the deeper voice, looked Shield over and smiled.

"What do you think?" He asked the pony with the smoother voice.

"I think we should give him our gift." He said happily.

Shield couldn’t stand it anymore. He had to figure out what was going on and he had to do it right now.

"Who are you really?" The unicorn demanded.

They grinned at him and dropped their disguises. They revealed themselves to be a pair of changelings. A pair of very abnormally powerful changelings.

"...fuck." Shield groaned.

Now he finally knew what was going on. But he was wishing he still had no idea.

Pharynx wasted no time and spat changeling goo at him, but Shield blasted a beam of magic at it as it flew in the air.

The goo and magic met in an explosion, and Shield made a run for it through the resulting smoke cloud.

Unfortunately for him though, The changelings had very good senses of smell. Not to mention they were much stronger and faster than him.

He looked back into the smoke cloud to make sure they weren't following him. He didn’t see them. When he turned his head back forward, he ran straight into Thorax and Pharynx.

Thorax grinned at him and grabbed his sides. He spat goon on his horn, preventing him from casting anymore spells.

He then spat on his fore legs, binding him in place. Pharynx walked behind him and gooed up his back legs.

"There we go. Now you’re nice and trapped.” Pharynx said with a smirk.

Thorax sighed happily, an excited blush on his muzzle. "Ah, Our first double team!" Thorax laughed, licking his muzzle. "I'm gonna enjoy this~!" He said while grinning.

"So am I," Pharynx said with a dark chuckle. His equine shaft was already poking out of his sheath.

Shield whinnied in shock. "Your first what?! Release me!" Shield demanded as he struggled against his gooey restraints.

The Changeling goo grew stronger the more he struggled. Both Changelings’ cocks were fully out of their sheaths and rock hard.

Thorax paced around Shield who grunted while his struggling grew more and more useless.

"Mmm. Pharr! I can't decide on which hole!" Thorax whined cutely.

"Don't you dare!" Shield cried. “Get away from me!”

"Hm. Why don't you shut him up?" Pharynx suggested with a chuckle.

Thorax rubbed his chin in thought. "Mmm...okay!" He chirped before he mounted Shield's front.

While Shield tried to resist, the changeling slammed his cock into his muzzle. “Mmmph!” Shield squeaked around Thorax’s shaft.

Almost immediately after Thorax plugged up Shield’s Muzzle, Pharynx positioned himself behind him and thrust into his rear.

Both changelings moaned in pleasure, their wings buzzing.

“Ah~! Oh fuck yes~!” Thorax moaned. "His screams feel great!"

Pharynx grunted as he began thrusting. “Mf~! Fuck, his ass is tight!” He grunted.

Shield was much closer in size to them than the other ponies they'd converted, so the pain was thankfully minimal. But that didn't mean he was having the time of his life getting raped.

Pharynx happily pounded away into his ass, getting rougher by the second.

While he was fucking Shield’s ass, Thorax was moaning in pleasure. He was bucking in and out of the blue unicorn’s muzzle at an ever increasing pace. It was getting more and more difficult for him to breathe.

Shield. having previously believed himself to be straight, tried to ignore his shaft starting to slip out of his sheath and harden.

Pharynx noticed as Shield’s cock fully hardened a few moments later. "Oooh, I think he likes it," The purple eyed changeling cooed, using a hoof to stroke the blue shaft.

"Mph!" Shield squeaked around Thorax’s changeling cock and tried to shift away, but only succeeded in making it seem as if he was thrusting into his hoof.

Pharynx grinned and chuckled as he picked up the pace of the movement of his hips. He rubbed Shield’s shaft just a little harder.

His impressive dark blue length had begun slowly throbbing.

"Mmmf~! I like this one a lot! He’s been the most fun so far!" Thorax chirped as he got even faster.

"So do I!" Pharynx agreed as his thrusts got faster as well.

Shield just tried to breathe properly at this point, but the flare scraping at his throat wasn't making it easy.

Thorax moaned as his bucking continued getting faster as well as wilder.

"Fuuuuck this feels awesome!” The changeling moaned, his eyes beginning to glow pink.

“Ngh! Fuck yeah it does! I’m getting close!” Pharynx grunted out.

He could feel his cock beginning to twitch, taking everything he had not to release right away

Shield’s own cock was starting to throb, despite his best efforts.

"Mmf! I'm getting close too, Pharynx! Let's bite him together!" Thorax moaned.

From his current position of fucking Shield’s face, it’d be hard to bite his neck. So he utilized his changeling abilities to elongate his neck as if he were a snake.

The word bite relit Unyielding Shield’s desire to fight. So he began to squirm and struggle. “Mph! Mphh!” He groaned around Thorax’s twitching shaft.

“Fuck yes~!” Pharynx agreed, pumping harder and harder as he leaned over Shield.

"Mph!" Shield's cock throbbed in response.

Thorax let out a dark chuckle as his neck elongated some more.

Pharynx gave a good few hard thrusts forward before he slammed all the way into Shield’s ass. He groaned in pleasure as he released his seed into the stallion.

He then leaned his head in and bit Shield's neck. Shield cried out in pain around Thorax’s shaft which helped send him over the edge.

Thorax came down his throat at the same time as Pharynx and leaned his head down to bite the other side of Shield’s neck.

They both groaned into their bites, their orgasms lasting past Shield’s Transformation. The moment they bit him, the transformation began. In 3 seconds flat, Shield was no longer a pony.

The entire transformation was so pleasurable to Shield. It forced him to cum. He squealed around Thorax’s cock.

Pharynx’s hoof was now covered in Shield’s cum, which was now glowing green. He grinned as he brought his hoof to his muzzle and licked up the seed from the new changeling.

Thorax dumped his load into Shield's stomach with a loud moan, his tail flicking.

The newly converted changeling was now even closer in size to the brothers, much taller than the other drones.

"How do you feel about us now?" Pharynx asked as he pulled out.

Thorax moaned as he pulled out and let one last splash of glowing green cum on Shield’s face.

The former pony panted in exhaustion, He turned around and looked at Pharynx.

"I think you could've gone a little easier on my ass..." He said with a grunt.

Pharynx laughed a bit and shrugged his front legs. "But that wouldn't have been as fun," Pharynx said, punctuating this with a smack on his rear.

Thorax retracted his neck to normal and giggled at his brother’s words.

Shield huffed, his cock still hard and leaking glowing green changeling cum. "With respect sir, you're a dick." He grunted.

"I know," Pharynx said with a chuckle, patting the new changeling on the back.

Shield rolled his eyes in response.

"Pharynx we finally made a Changeling stronger than a drone!" Thorax chirped.

"Huh? How can you tell?" Shield asked him while raising an eyebrow.

"You called Pharynx a Dick!" Thorax chirped.

"Yeah! You're slightly rebellious. Every other changeling we’ve converted has been so subservient I’m not sure they could think without our permission." Pharynx said with a chuckle.

"Oh uh...you're welcome?" Shield offered with a shrug.

Thorax rubbed his now blue, stringy mane with a chuckle.

"Anyway, Shield. You don't look like a mailpony. What do you do?" Thorax asked.

Unyielding Shield cleared his throat and prepared his explanation.

"I'm Princess Twilight's guard captain. But before that I was her bodyguard for a while."

"Oooh, that's perfect for us!" Thorax chirped, his wings buzzing in excitement

"It is?" Shield asked in confusion.

"Yes. Absolutely perfect. So what we want you to do is to return to Ponyville and act as if nothing happened. Report everything you can to us, and wait until we give you another order." Thorax told Shield.

Shield nodded his head in acceptance of the command. “Yes sir. But uh, how exactly do I report to you?" He asked.

"Through the hive mind like this." Pharynx said to him telepathically.

"You're permanently connected to us. And everyone else we've converted." Thorax added

Shield shivered as their voices sounded in his head, "Ooh, don't know if I like how that feels." He said, shaking his head to clear it.

"Well get used to it." Pharynx said telepathically while chuckling.

Shield sighed and rubbed the back of his head. “Well with that settled, what am I reporting on?" He asked.

Thorax rubbed his chin and looked at Pharynx sheepishly. The elder changeling smirked and walked over to Thorax and looked over at Shield.

"Anything that Twilight or her friends do that might help with our plans." Pharynx said. “Any kind of exploitable weakness, and every defense they have. If they developed any other Changeling counterspells, we need to know about it.” The red maned changeling said.

"Also, anything that might get you discovered." Thorax added helpfully.

"That too," Pharynx chuckled before he kissed Thorax’s cheek.

The newly converted Changeling nodded obediently. "Yes sirs. I can do that. Should I try to convert ponies too?" He asked.

Pharynx rubbed his chin in thought. "Hmmmm... Thorax, what do you think?"

"I'm not sure he can. We haven't done any testing to figure out if it's only us." Thorax said.

"He can try on a random Ponyville Citizen.” Pharynx suggested.

Shield chuckled and grinned at them. "I can already think of someone no one will miss.” Shield assured them, “I can try it on them."

"Maybe I'm being paranoid, but I'm not sure about that." Thorax admitted.

"I say go for it," Pharynx said after a moment of consideration.

"...Yeah. I think I agree. If you have someone in mind, feel free to test it out on them.” Thorax said.

Pharynx cleared his throat and looked a little more serious. “If it doesn’t work on them, make sure you get rid of them.” He said.

"Of course. I know how to make someone disappear."

Thorax smiled and pet his head. "Good boy."

He let out a moan, "Fuck~!” He whined.

"Hehe. Feels good, don't it?" Thorax purred.

"Definitely."Shield said with a moan.

"Alright, go ahead and make your way home, Unyielding Shield. Since you’re our first changeling beyond the strength of a Drone, I think we should officially give you a rank" Thorax said.

Pharynx smiled and nodded in agreement.

“We aren’t officially that important, but we were a lot stronger than the last time we talked to the Queen. So I think we can give you the Rank of Captain, since that’s what you already have.” Pharynx said.

Shield nodded with a grateful look on his muzzle. “Thank you Sir.” He said before clearing his throat.

"Before I go, I uh, actually need all that mail I was supposed to pick up first." He said sheepishly.

Thorax smiled and chuckled to himself.

"Go ahead and talk to Night Glider and her friends. And now that you've been turned, Pharynx and I will be returning to the hive." Thorax said.

“Yes sir.” He said before he saluted them.

Thorax and Pharynx nodded at him before they finally left Our Town behind.

Thorax and Pharynx decided to take a train closer to home.

It was a very long train ride. After being cooped up in one room for a few hours, Pharynx and Thorax decided to convert everypony on board.

Partially because a train themed horror movie Pharynx watched got him excited.

It took less than an hour for Everypony on the train to be converted into Changelings, and there were roughly a hundred ponies on the train.

By the end of their rape-filled train adventure, Thorax and Pharynx could convert ponies as soon as they finished inside of them. The process was pretty much instantaneous now.

They had grown substantially more powerful.

They were now taller than Unyielding Shield had been. About as tall as Big Macintosh from the Apple family.

Through this little experiment of theirs, Thorax and Pharynx had grown incredibly inseparable, even more than before.

As the train approached their destination, Thorax was happily giving Pharynx head, moaning around his massive Changeling cock.

Pharynx groaned in pleasure and rubbed Thorax’s head. His brother moaned happily as he bobbed his head along his shaft.

At some moments, Pharynx would thrust into his throat, but most of the time he let him suck him off at his own pace.

They both knew exactly what the other liked. They had been close for years, ever since they were tiny little grubs.

Thorax's muzzle and throat had changed into the perfect suction machine for Pharynx. The younger ling moaned as he eagerly bobbed his head up and down Pharynx's cock.

Pharynx's cock slowly started to twitch within that wonderful throat of Thorax’s.

Thorax smirked around it, moaning eagerly as he felt it twitch.

He sped up his bobbing until Pharynx grabbed both sides of his head and slammed him to the base and came deep down his throat.

Pharynx threw his head back as his torrent of seed flowed right down his brother's throat.

Thorax moaned happily as he slurped up every drop Pharynx fed him. The two glowed as their love was shared between them.

When Pharynx finished riding out his orgasm deep in Thorax's throat, Thorax pulled off his cock with a wet pop.

He then happily began licking him clean of any leftover glowing green changeling cum.

"Mmmmm... I love it when you suck me off.” Pharynx said.

Thorax smiled up at him, licking his muzzle clean from Pharynx’s cum. “I just love you so much!” Thorax cooed, his wings buzzing happily.

"I love you too." Pharynx purred as he lifted Thorax up with his magic.

He then cuddled against him with a smile. Thorax purred and snuggled into his hooves, leaning against him and kissing his cheek.

The two cuddled for the rest of the train ride, just basking in their love.

The train stopped in the forest covered mountains close to their Hive. Thorax and Pharynx gave everyone they converted their usual orders before they disembarked.

They all turned back into their pony forms as the Train took off back the way they came.

Thorax and Pharynx trotted back towards their hive.

"I wonder what mother is going to say?" Thorax pondered. “She may not like that I’m the one who discovered this ability.” He sighed.

Pharynx had an idea of how she'd react, and was concerned how Thorax would take it.

“She doesn’t hate you, Thorax.” Pharynx said.

“She has me fooled, then. Just cause I preferred studying instead of espionage.” He grumbled.

Pharynx gave him a concerned look and sighed. "We'll just have to wait and see," He said after a moment of thought.

After a little while of trekking through the wilderness, they reached the valley where the Hive was.

After just a little more walking, They reached the hive and entered. They were greeted by the other changelings.

They had been gone for almost a week, and they came back with much bigger and more powerful base forms.

Some of them were certainly curious as to what happened and asked them about it, but the two didn't say a word about it. They were saving the explanation for Chrysalis.

Eventually the pair made their way to the main throne room.

Chrysalis was sitting on the throne with a bored look on her face that immediately changed when she saw Thorax and Pharynx.

She could tell just by looking at them they were stronger now. Much, much stronger.

Thorax took a deep breath and looked over to her. "Hello Mother." He said with a smile.

"Hello Thorax, Pharynx," Chrysalis said to the two.

Pharynx nodded his greeting as he stood with Thorax.

"So...are you going to tell me what happened while you two were gone?" Chrysalis asked with a raised eyebrow.

Thorax smiled eagerly and he cleared his throat. "Oh yes! You see, I was reading ancient tomes about Changeling History I found in an abandoned fortress in the badlands-"

"You found those books in the fucking Badlands?!" Pharynx asked in shock, cutting Thorax off.

Thorax scoffed and looked at him. "Yes, let me tell the story!" Thorax whined.

"Yes, let him speak." Chrysalis said, a cautious look on her face.

Thorax smiled and cleared his throat. "Anyway, one of them was all about some abilities Changelings have that I've never heard of. Converting other creatures into changelings through a..." He trailed off and shuddered with a smile.

"Very...fun process~." Thorax sighed happily as he thought about it.

He cleared his throat and shook his head to clear it as well.

"Ahem, anyway, It was a massive success. We converted a whole town, and in doing so got stronger!" Thorax said happily.

"And they're also completely subservient to us." Pharynx added. "It's pretty much a foolproof tactic."

Chrysalis looked at them with an unreadable expression. "I see...and why didn't you come to me with this information?" Chrysalis asked carefully.

Thorax closed his eyes a bit and took a deep breath.

"Well, we just did. I lured a mare to test it on, and it worked perfectly. Then Pharynx and I decided to go test to see if it was a fluke, and if he could do it too or if it was just me.” Thorax said.

“We discovered pretty fast that It was not a fluke, and that he could convert ponies just as easily as me! We converted a small town, and then came back the day after we finished. Which was today." Thorax explained happily.

Chrysalis sighed and rubbed her forehead. "Yes, but don't you think I should have been the one to learn how to do this?" The queen asked.

Thorax and Pharynx looked at each other. "We were just making sure it worked out. I thought we did a good job." Thorax said with a frown.

Pharynx had a neutral look on his face. He had made a decision a long time ago. Many many years ago. He had decided if something would happen that would force him to choose between Thorax or his Mother Chrysalis, he'd choose Thorax in a heartbeat.

Those feelings had only grown stronger, so he was already preparing mentally for what he felt like was coming.

"And you did." Chrysalis insisted, "But you should've come to me first. But it's alright, just teach me this practice and I'll ensure you're properly rewarded for your efforts."

"Hmmm... nah. I think we've got a much better idea," Pharynx said after he and Thorax shared a glance.

Chrysalis sat up at that and narrowed her eyes at them. "Boys..." She said with a warning tone.

Thorax sighed and looked up at her with a neutral expression.

"Mother. I know you better than you think. I can tell what you're thinking. I know that you feel threatened by us. And I know you're planning on doing something to us." Thorax said.

That’s how she always was. There was always a punishment if things didn’t go the way she wanted. Thorax wasn’t going to take it this time. He was stronger.

Pharynx felt relief that his brother wasn't going to just let things slide. He felt silly for worrying about him, he had proven how smart and strong he was over the last few days.

"Only so you don't do something to me.” Chrysalis responded to Thorax. “Surely there's an agreement we can come to? Perhaps if I increase your standing in the hive? Make you true princes and give you your own hive in due time?" Chrysalis offered.

Thorax’s eyebrow twitched a bit. He was annoyed. Not with her offer, it was a rather good offer. But it annoyed him that she was only offering it to him now that he was able to threaten her.

And he felt pretty strongly that it wasn’t a real offer.

Pharynx looked towards Thorax, considering Chrysalis’s words for a moment. He too felt like she didn’t really mean it, but if she did it wasn’t a bad offer. If they were normal changelings like they used to be.

Thorax looked up at Chrysalis and grinned at her. "Mother. Why would we settle for being your princes, When we're already Kings?" He said.

Chrysalis shifted in the throne, growing more agitated with this conversation. She had to control this situation before it got out of hoof.

"You two truly have grown powerful. You very well may reach the status of Kings, But you are without subjects or standing. You have no queens. Why make things harder? Share your knowledge with me, and I will give you what you lack." Chrysalis offered.

"We already have subjects though. The ponies we've converted serve our every whim," Pharynx pointed out with a smirk.

"Perhaps. But drones alone do not make a hive." Chrysalis argued.

Thorax had grown tired of this back and forth. Now that he had strength she wanted to be civil with him instead of how she always acted with him before.

He decided to reveal everything.

"Mother. We've succeeded in making a Captain on our own." Thorax revealed.

"What?" Was all Chrysalis could say, genuinely shocked.

"His name is Unyielding Shield. We converted him shortly after taking Our Town," Pharynx explained.

Chrysalis had been researching heavily into the Princesses of Equestria, so she knew who Unyielding Shield was.

"What?! You converted someone so close to the princess without a plan?! What if he's discovered?!" She shouted.

"We do have a plan.” Thorax said. “And besides. We have a Queen too." Thorax said.

Pharynx grinned. "You."

They then closed the distance between them in half a second.

Chrysalis lashed out with a spell, and her royal guard sprung into action.

Thorax's horn lit up and he let out a bluish green pulse of energy that forced the royal guard to their knees. This force exerted his will over them and made them stay put.

Thorax and Pharynx dodged Chrysalis's attack and tackled her off the throne.

She tried to beat them off of her. One on one, Chrysalis could take them. But both of them were enough to over power her. They shot goo on her legs and horn to immobilize her and block her magic.

She was completely suspended in the air.

She lashed out with her fangs, trying to bite them when they came close.

"Relax, Mother. You'll be happy when we're done. Another ability I discovered. Anything we… Have fun with becomes ours~!" Thorax said.

"Yup! And they all love it," Pharynx said with a chuckle.

"Boys it's not too late to stop this! Why go so far?!"

Thorax had enough of Chrysalis trying to placate him. Her actions angered him. Only now that he was the one with the power was she treating him with any semblance of decency. Only because she was scared.

He hissed at her. "You've always hated me, mother. You never agreed with me on anything. I hate how treachery is allowed to run rampant among us Changelings. You always act proud when someone tries to come for your throne. The amount of cliques we have that are against us disgust me. But now, that we actually are able to take you down, you’re acting like this. But we’re not going to stop, Mother. We’re going to convert everyling, and unite them all UNDER us." Thorax hissed.

"And you're going to like what we do with the hive!" Pharynx said as he lined his rod up with Chrysalis' entrance.

Chrysalis whipped at him with her tail, "Stop that! Usurp me if you must, but don't you dare-!"

Pharynx pinned her tail to her back with some goo, keeping it out of the way as he pushed his flare into her pussy.

Thorax flew up and mounted her front, finally silencing her with his own rod.

She cried in outrage around him. She had been reduced to an utterly powerless whore.

Thorax moaned in pleasure as Chrysalis’s screams shot pleasurable vibrations up and down his shaft.

Pharynx was also moaning as he pounded away into her pussy.

As a Changeling Queen, Chrysalis’s body was perfect. She was bringing them greater pleasure than anyone else they've fucked thus far.

Her incredible body only encouraged the brothers to pump into her harder.

Thorax was moaning in intense pleasure, his expression one of pure joy.

Practically the entire hive had gathered around and they were watching them defile their queen.

They couldn't do anything. The pheromones Thorax and Pharynx were releasing was flooding the hive.

Their thrusting had gotten rougher and so fast that both of their hips’ were a blur.

Chrysalis was moaning despite herself, barely even struggling. Being the one being raped, Thorax and Pharynx’s pheromones were flooding her the most.

Because the one they were fucking was a changeling Queen, Thorax and Pharynx grew in power as they raped her.

They could feel themselves growing bigger and more muscular as their power increased while they had their fun.

Their cocks also increased in size as they continued bucking into her muzzle and pussy.

Eventually, Pharynx's cock started to twitch a little within Chrysalis' entrance.

Thorax's cock began to twitch as well. Chrysalis could sense what was coming, but she couldn’t do anything to stop it.

"Ah! Phar! Are you getting close?" Thorax moaned out.

“Mf, Think I am! Are you, Thor?" Pharynx asked with a smile.

"Yes~!" Thorax moaned, his cock so big now Chrysalis couldn't breathe.

"Then let's release!" Pharynx shouted, giving a good hard thrust before filling Chrysalis with his seed, leaning in and biting her neck at the same time.

Thorax extended his neck once again and bit down on the other side of her neck just as he came down her throat.

She cried out, cumming around Pharynx's cock.

Her body glowed as she became bound to them. They pulled out of her as they felt their bodies begin to tingle a bit, something that hadn’t happened before.

The sensation grew quite pleasurable, and Thorax and Pharynx moaned as their bodies glowed. Their bodies gained the biggest boost yet from fucking Chrysalis.

The glow was so bright it flooded the entire hive. More than one Changeling had to cover their eyes.

Thorax and Pharynx were going through a metamorphosis. Something so rare no-ling had expected to ever witness it in their lifetime.

They grew to the size of Chrysalis, and the holes in their legs filled in. Their chitin remained black, but They both gained horns on their heads. Thorax’s horns were ice blue, and Pharynx’s were purple.

They had become Changeling Kings. Maybe even something stronger than that.

"So... how do you feel now, mother?" Pharynx asked Chrysalis as he stretched his much longer legs.

"Yes. Tell us how you feel." Thorax said with a smirk, his blue eyes gazing down at her.

"I think you're no good little upstarts with dicks that are too good for you..." She panted, legs shaky in their gooey binds, "Who just made me cum harder than I ever have." She groaned.

It was only natural that she was rather resilient. If Unyielding Shield retained a rebellious nature, of course the Queen of the Changelings would be even more resilient. But Thorax wanted to break her.

"Hmm. Hey Pharynx. What do you think will happen to her mind if we do it to her again now that we've ascended?" Thorax asked with a smirk.

"Hmmmm... I dunno! Let's find out!" Pharynx grinned, his cock already hard.

"Oh for fucks sake, at least let me out of this goo!" Chrysalis groaned.

Thorax laughed and rubbed her head. “No.” He said simply.

Thorax smiled at Pharynx and flew down a bit. "I want to take her pussy this time. You take her ass.”

"Alright! That works for me," Pharynx changed his position so his rod was lined up with Chrysalis' ass.

Thorax put his hooves around her sides and grinned at Chrysalis, his cock pushing against her already tightening pussy.

"Hey I'm serious! Just get me out of this!" Chrysalis whined.

"Nah." Thorax said before they both roughly pushed their cocks inside of her.

She let out a loud moan. Despite her pussy having just been raped by Pharynx, she was quite tight around Thorax’s ascended cock.

And her ass was just as tight around Pharynx’s shaft.

"Once we have our fun some more, we’ll let you down. Maybe." Pharynx said with a moan as he started roughly pounding away once again.

They thrusted in and out of her in tandem. When Pharynx would slam into her ass, Thorax would pull out of her pussy, and vice versa.

"Mmmm... you feel even better the second time," Pharynx moaned out.

"Well you've got her Ass now." Thorax grunted out as he slammed into her pussy. "But every hole she has is fucking awesome!" Thorax moaned.

"Yup," Pharynx agreed as he gave a hard thrust forward

"O-of course, my body is perfect~!" Chrysalis moaned out, an ecstasy filled expression on her muzzle despite herself.

Thorax just giggled a bit as he their thrusts grew wilder, and Chrysalis' mind fell further.

With each passing second, Pharynx felt his pleasure increase once more.

Chrysalis moaned louder and louder as they continued fucking her holes. She couldn't even speak anymore.

The two brothers were moving extremely fast and rough at this point, their cocks slowly starting to twitch within her.

"Mm. I'm getting close, Phar~!" Thorax moaned, bucking harder into Chrysalis's pussy.

"So am I, Thor!" Pharynx moaned, his thrusts into Chrysalis' ass getting harder and rougher.

Chrysalis moaned and yelped as they got wilder with their pumping.

"Mmm....fuuuuck!" Thorax moaned as he hilted into her pussy and came deep inside of her.

Just as Thorax came, Pharynx thrust forward and released his seed into her with a loud moan.

They filled her up completely, and only pulled out once they were completely finished.

"How do you feel now Mother?" Thorax asked.

She looked at his smirking muzzle and groaned.

"Little shits...." She barely managed to mumble.

"Hmm. Hey Pharynx. Let's take her pussy together." Thorax said, his cock hardened again already.

Pharynx grinned widely. “Sounds pretty fun to me.”

Chrysalis felt her heart race. Whether it was from fear or excitement, she didn't know.

She could barely think. And if they raped her again, her mind would never recover.

She tried to tell them to stop, but all that came out of her muzzle was. "N.....ngh..."

Thorax and Pharynx wasted no time and double stuffed her pussy together.

Pharynx's head tilted back as he shouted in pleasure from the combination of the warmth of Chrysalis' hole, and feeling Thorax's rod rub up against his.

Thorax moaned loudly as he ground against Pharynx's cock while inside Chrysalis. All while she screamed.

Pharynx pushed against Thorax just as hard, his own moans and movements getting louder.

"I love you so much Pharynx!" Thorax moaned, his wings buzzing loudly as they thrusted into her as one, their hips moving like well oiled machines.

"I love you too Thorax!" Pharynx yelled, his cock starting to twitch a little.

Thorax leaned over Chrysalis without a care as she screamed out and kissed Pharynx.

They thrusted into her while making out with each other for a long time.

The hive had all begun to sit and watch, the love in the air from the two brothers filling them.

Pharynx returned the kiss, tugging on Thorax's tongue with his as he felt his release approach,

They both moaned into the kiss as they came together, filling Chrysalis up and breaking her almost completely.

Pharynx rocked his cock within Chrysalis a little bit before pulling out with a wet pop Thorax pulled out with him and gave Chrysalis another smirk.

She looked up at him with Cloudy eyes and giggled a bit.

Thorax grinned and pet her head condescendingly. "There we go. Now she's feeling better. Let's let her down."

The two proceeded to remove all of the goo that was trapping her and then They set her down on the ground. She curled up, giggling happily as she leaked their green changeling cum.

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

"Mmm...Nice~." Chrysalis moaned.

Thorax grinned and petted her head again.

"Good. Very good." He purred.

If they had decided to go for a fourth time, Chrysalis would never even be able to think without their permission. But she was very agreeable now, so that wouldn't happen.

"That's a good girl," Pharynx patted her on the head with a smile.

Chrysalis purred and leaned into his hoof with a cute smile. Pharynx grinned and he continued petting her for a little longer.

Thorax cleared his throat and got Pharynx’s attention. "Shall we sit on our throne and tell the grubs what's up?" He asked.

"Yes we shall," Pharynx said with a nod.

"O-Oh! Oh!" Chrysalis sat up. "Can you use me as a cushion?" She asked as her tail began to wag in excitement.

Thorax and Pharynx looked at each other before they grinned eagerly.

Pharynx turned his attention to Chrysalis and jerked his head towards the throne. "Get on up there slut," He chuckled.

Chrysalis smiled and fluttered onto the throne. Once settled she laid down on it.

Everyling watched as Thorax and Pharynx flew up to the throne and sat down on her.

"This is really hot." Someone muttered. The ones around them murmured in agreement.

Thorax leaned back and rested his cheek on his hoof.

"Everyling. Go ahead and sit down and listen. We've got something important to say." Thorax said.

All of the drones in the hive gathered around to listen to them. Clearly whatever they had to say was going to be incredibly important.

"As you can clearly see. We've overthrown Chrysalis." Thorax said.

That was incredibly obvious, but hearing out loud still caused some Changeling’s to react a bit.

One changeling raised his front leg.

"Yes?" Thorax asked, gesturing for him to speak.

"Are you two Changeling Kings now? Being honest, you look even more powerful than that. None of the stories about Changeling Kings say anything about the things you two just did."

"I guess you could call us Changeling Emperors now," Pharynx said after a moment.

That seemed to satisfy the drone.

"Oooh I like the sound of that!" Thorax said. "Anyway. First things first. We've discovered a way to end our starvation." Thorax said.

This got all of their attention.

"Changelings we convert don't starve. At least nowhere near as fast." Thorax said.

"And those we convert are rather strong.” Pharynx added.

All the drones murmured in excitement, their Tails wagging eagerly.

"Will you be converting us? Can we be converted?" Someling asked.

"Well you're already changelings so it's not so much as a conversion but....well. I don't know what to call it exactly." Thorax admitted.

"Enhancing?" Pharynx offered.

"Yes, thank you Pharynx. That works perfectly." Thorax said, shifting his weight on Chrysalis and kissing his cheek.

Pharynx happily kissed his brother on the lips.

They made out for a few moments before returning to the changelings below them.

"So, yes. Changelings can be enhanced." Thorax said.

"And once you're all enhanced, we'll take over Ponyville soon enough." Pharynx said.

"We won't be going after Ponyville Immediately. That's the other thing. We'll be very slow and patient. Last time, mother rushed us, and we lost." Thorax said.

"We'll take over more places first, and then Ponyville," Pharynx added.

Thorax looked over to him with a playful smirk.

"What is your obsession with Ponyville?"

"I just can't wait to take down that goody two shoes place."

Thorax giggled a bit before returning his attention to the Changelings below.

"Will you accept being enhanced by us?" He asked.

They all cheered and said yes right away.

The pair of Changeling Kings grinned at this and leaned back onto Chrysalis.

"Then let's get started~.”

The two Kings of all Changelings would be spending quite a lot of time enhancing Everyling in their hive.

And they were going to enjoy every single second.

Author's Note

This chapter was a DOOZY!

At over 7k words its even longer than Chapter 1! I don't know if I'll be able to continue this level of length for every chapter, but I certainly wouldn't mind trying.

So. Thorax and Pharynx have ascended and metamorphosized into Emperor Changelings. If anyone is confused on what their forms look like, think the metamorphosized forms in the canon show, but Color swapped. Like this.

I think this fits them better in this story, since they're very much evil lol. But if enough people think they should just look like they do in Canon, I might change it.

Unyielding Shield is my boyfriend's OC, and he wanted me to introduce him to this story so I did.

I know this may seem rushed to people, and perhaps it is, but I was considering all of this essentially as prologue. The real story begins with their Silent Invasion.

I hope everyone enjoyed reading this chapter. I know it was long, and I'm grateful to everyone who read it.

If anyone has any comments, I'll be sure to respond to them.

3 The Spread Begins

Unyielding Shield had been a rather special pony, and now he was a rather special changeling.

His cutie mark talent, an astute sense for danger, had carried over through his conversion.

However he didn't know if this was unique to him, or to the process by which he'd been converted.

He'd need to talk to the brothers about that.

Thorax seemed like he’d know the answer.

Shield thought he'd be hungry constantly like he always heard Changelings were, but he wasn’t. He had some theories as to why that is, but right now he was just glad he didn’t have to deal with a constant gnawing hunger.

His new body hardly needed any sleep either. He didn’t stop trotting until he got back home to Ponyville.

Because of this, he had arrived home in half the time he usually took.

Shield had a very positive reputation around town. So as he arrived pulling along the cart full of response mail for Starlight, he received plenty of greetings from the townsponies.

He nodded and waved back at them while wearing a smile. His body felt warm as he took in the pleasant emotions wafting through Ponyville’s air.

The blue unicorn took his time trotting back to the Castle of Friendship. He knew he needed to be in no rush, as he was the only one with access to the castle right now.

Everyone else that lived there was currently in the Crystal Empire. Shield let out a relieved sigh as he entered the castle.

Twilight and the others had been at the Crystal Empire quite a few times since Flurry was born. They seemed to come and go every other day.

Shield pulled the cart inside while reminding himself to urge twilight to hire more staff. They could really use a maid.

But for now, he was feeling rather fortunate that he was alone. He groaned in relief as he let his disguise down and let his real form out.

Because he kept the abilities that his cutie mark represented, he’d have plenty of time to change back if someone were to unexpectedly arrive.

The former blue pony walked into his room and then headed straight for his bathroom.

He looked at himself in the mirror. This would be the first time seeing himself in his new Changeling body.

While in his changeling base form, his mane was blue, and long and scraggly instead of the semi tamed black mane of his pony form. His eyes were blue with white soft irises and He was a few inches taller than when he used to be a pony. .

"Hm. I wonder if I'm still one of Twilight's types like this." He chuckled to himself.

He stretched out his trained muscles to get a feel for them now that he was a Changeling.

He felt stronger and faster, and his body seemed to move smoother.

"Too bad I can't show this off to anyone. Not yet anyways." He sighed.

Shield was rather proud of his new Changeling form. He was kind of concerned he was growing a little vain, as he felt attracted to his reflection.

He sighed and blew his mane out of his face. “I need to convert that rich bitch. I’m getting too horny for my own good.” Shield huffed.

“Maybe it’s a side effect.” He chuckled to himself.

He then walked out of his bathroom and back into his bedroom. He laid down on his bed with a groan. His body was stronger now, but he was still eager to get off his hooves for a little while.

He did Just spend two whole days trotting.

"Ah...that's better.” He sighed with a relieved smile.

“No more chores for a few days. Twilight can take care of herself. And she probably won’t be back for a while anyway" He mumbled to himself.

He put one back leg over the other, and rested his front legs behind his head. He had some time before Twilight Starlight and Spike returned from their most recent visit to the empire, so he was going to rest.

There was a lot to think about before they returned. They all already trusted him. The entire town did. He had been here just as long as Twilight and Spike.

That being said, he was a bit at a loss of what information could he pump them for?

There was a slam against the wall of his room that brought him out of his thoughts. He sighed as he sat up and activated his Pony disguise.

Shield walked over to his window and opened it up. Derpy Hooves was outside in her mailpony uniform.

"Hey there Shield!" She greeted with a wave.

She was nursing a small bump on her head. "Sorry about crashing into the wall. It's better than the window though, right? Anyway! I got a letter from Princess Twilight!" She said before digging it out of her mailbag.

"Oh good, thank you Derpy. I can always depend on you." Shield said with a polite smile as he took the letter.

"Aye Aye Sir!" Derpy said, saluting him with a wing before she flew off upside down.

He smiled after her before he shut his window with magic.

“She’s as cute as ever.” Shield said as he walked to his desk.

He sat down and opened up the letter so he could give it a quick read. The letter from Twilight explained how the trip was going, and that they'd be back in two days.

"Two days to prepare. Perfect. I can lay some tapping spells." Shield said with a smirk.

He got up from his desk and began to leave his room to start right away. Just as he got to his door, he heard a commotion outside of his window once more.

He rolled his eyes and groaned. He returned to the window in disguise and looked out to find Spoiled Rich shouting at a mare selling carrots.

The shop pony looked bored as she was yelled at. Shield glared at Spoiled Rich and sighed.

Judging by the expression on Spoiled's face, as well as those of the ponies walking by, she'd been yelling at the shop pony for a while.

"...or I could do something else to make myself useful." He chuckled.

He had planned to wait a bit before testing out whether or not he could convert a pony himself. But Shield didn’t feel like waiting anymore.

Staying in disguise, the blue unicorn walked out of his room and back outside the castle. He grimaced and folded his ears down on his head.

He could hear Spoiled’s shrill screaming from here. He didn’t know if it was because his senses as a Changeling were stronger than before, or if it was just because she was that loud.

Probably both, he mused.

"...and how can you even think of selling carrots that are shorter than the ones from yesterday?!" was the first thing he heard Spoiled yell as he got close enough to make out words.

He rolled his eyes, walking up right behind her. He towered over her as she continued to rant and rave.

She was completely oblivious to his presence. The annoyed carrot seller met his gaze and smirked.

This clearly angered Spoiled Rich further and she slammed her hoove on the counter. “You fucking Bitch! I outta-”

"...ahem. I believe we've talked about this behavior, Spoiled." Shield spoked up.

Spoiled’s eyes widened and she whipped her head around. "Shield!" She squeaked.

The mare was so absorbed by her rant that him speaking up actually startled her. She didn’t know he was back from Our Town already.

"That's me.” Shield said with a shrug. “Now then, why don't you come with me so we can have that little talk again?"

Spoiled gulped nervously. "I... I don't think that's necessary...." She said, backing away from him and the carrot stand.

"I think it is. And this time I'm going to make sure you learn how to not disturb the peace." Shield said.

Spoiled knew talking wouldn't get her anywhere at this point, so she turned and tried to run.

Shield didn’t need his Danger Sense to know that this was what she was going to do, so it came as no surprise to anypony when she was snatched up by his magic before she got three strides away.

"You always have to make this worse." The blue unicorn sighed.

"I'll give you a million bits if you let me go!” She offered as she struggled in her magical bonds.

“Can’t we just forget about this?!" she begged.

Shield was essentially a Sheriff to the folks in Ponyville. Despite Twilight needing no guarding of her own, He still carried some authority being the Captain (And only member) of her Royal Guard.

The townsponies were rather happy whenever he took it upon himself to keep the peace.

"You don't have a million bits. Your husband does." He huffed. “And even then, I don’t take bribes.”

Shield then started carrying her away, "Don't worry folks, she won't bother you again today!" He said.

"Thank you Shield. I really hope your lessons stick this time.” The shop pony said.

The other ponies around them had similar sentiments and praised Shield for dealing with comparatively small stuff like this.

"It's my pleasure to help keep what little peace we have around here intact." He said.

With that he walked off, carrying the mare in his magic. They thanked him again as he dragged the struggling Spoiled Rich off.

She continued shouting and begging to be let go the entire time. Shield barely got out of the market before he had enough of Spoiled Rich’s shrill voice.

"Oh shut up." He grunted, his horn glowing a little brighter.

A blue magic band wrapped around her muzzle, "You make too much noise." He grumbled, his ears twitching in agitation.

Her screaming persisted, although they were now muffled. Her expression was angered as well as afraid as she tried to say anything at all through her tied up muzzle.

Shield ignored her and carried her to his makeshift guard office inside of the Castle.

The entire time she was struggling against his magic rather uselessly.

He closed and locked the door to the castle behind him, and then trotted to his office. He locked that door as well, and then he cast a few spells to hide anything going on in the room.

Spoiled Rich had thought he was just really annoyed, but now even she could tell this was different than usual, and something strange was going on.

Before she could even think to ask what was happening, she got her answer.

"Now then." He said as he set her down.

Shield’s form rippled, green fire washing over him.

Spoiled Rich’s eyes widened and she let out a muffled shriek of terror. He revealed his true changeling form to her, and she was terrified.

"Mmm, that feels better." His horn lit up, his magic now emerald green.

Spells washed over her, moving her into prime breeding position and holding her there.

Her trembling and shaking got even faster as she tried futilely to free herself.

Before he mounted her, he lifted his back leg to give her a good view of his new cock. "Looks good doesn't it? Don't you think it'll feel nice splitting you open~?"

She shook her head and screamed as loud as she could. Unfortunately for her, her screams were still muffled and not very loud.

He just chuckled, cutting her tail off at the base to keep it out of the way.

She let out a muffled shriek in response, her eyes wide and terrified.

Finally, he mounted her. His sticky flare pressed and prodded at her entrance, forehooves gripping her barrel tightly.

Before Shield fully inserted his cock into the mare, he released the magic from her Muzzle so he could hear her screams.

As his cock pushed inside, she shrieked out in pain. She tried frantically to pull away, but her binds kept her place and only made her struggling feel nice around his shaft.

"That's it, do the only thing you're good at~!” Shield chuckled, his blue eyes glowing as he began thrusting in and out of her.

“Stop this you monster!” She cried out.

"Nope. You've been causing me nonstop trouble all these years." Shield said, grunting with effort as he sped up.

"So you decide to rape me?!" She shouted.

"Well there were other factors." He said as he shoved the rest of his cock inside her.

"Like wHAT?!" her voice rose in pitch mid question.

"Maybe I'll tell you after I finish~" He growled.

“T-Tell me nOWW!” She groaned in pain.

"Shut up!" Shield said as he thrusted in and out her, reducing her words to screams.

Her body twitched against her will with each pump from the Changeling Captain.

"Nf! Mm. You better hope this works!" Shield said with a growl. His thrusts grew more and more wild as time went on.

She whimpered as she felt this, hating every second. She had no idea what he was talking about, but she really was hoping that whatever he wanted to work would work.

Because if it didn’t she had no idea what would happen to her, and she didn’t want to know.

Shield's cock began to twitch inside of her. He grunted as his last few thrusts were truly titanic before he hilted into her and came violently. He leaned over and bit her neck.

She let out an involuntary moan as she felt him bite her.

His green changeling cum flooded her pussy as his venom flooded into her body. Shield growled in pleasure when the mare began to glow. The transformation was slow, and took the entirety of Shield's lengthy orgasm, but in the end Spoiled Rich was turned into a lesser Changeling.

When he finally pulled out, she bowed before him.

Shield grinned down at her as he rubbed his chin. “It seems I succeeded in making an Egg Bearer. Lowest tier possible, but hey, it worked!” He said to himself.

He jerked himself off to let out a few more ropes onto her face.

She obediently licked it off of her face when he was done

"Tell me who your Masters are." Shield asked.

"Every Changeling!" She chirped.

Shield chuckled at that and smirked at her. "I guess that's correct. Who are your Kings, then?" He asked her.

"Lord Thorax and Lord Pharynx!" She said.

"Good, she's connected to the hive mind." Shield said to himself. "Alright, Bitch. I want you to go back to your normal life as if nothing happened. But behave yourself from now on, or I won't give you any grubs, and I'll make sure no-one else will either!" Shield said sternly.

"Yes Master! I'll be a good girl!" she said almost immediately.

Shield leaned back and sighed when she scampered away. "I am so glad that worked. But now I'm even more horny!" He whined.

He sighed and shook his head as he stood up. "Duty first." He sighed.

He unlocked the door to the office and to the castle so Spoiled could leave.

He trotted off back to his room and laid on his bed. His horn lit up as he contacted Thorax and Pharynx.

At the Changeling Hive

Thorax and Pharynx had enhanced everyling in the hive. Now they were all twice as powerful as before, and also way hornier.

They weren't complaining, it was a lot of fun to Trot through the halls and find more than one orgy.

It seemed to be keeping them decently fed as well, no one went into any rages for being hungry since they got enhanced.

Thorax and Pharynx were currently in their Royal bedroom, going over plans when their ears twitched.

"Hello? Lord Thorax? Lord Pharynx? Can you hear me? This is my first time trying this. Am I doing it right?"

Shield's voice said through the telepathic connection of the hive. Thorax smiled as he sat with Pharynx. "Yes, we can hear you."

"I take it you have good news for us?" Pharynx asked him

"Yes Sirs, I've got great news. I succeeded in converting a pony into a Changeling. She's just an Eggbearer, but it was still a success!" Shield told them happily.

"That's great. Good job!' Pharynx praised.

“Yes, that’s a very great job, Shield!” Thorax praised as well.

The pair of Changeling Emperors could feel how happy Shield was with the praise they fed him.

“Thank you, sirs. Would you like to convert other ponies?” Shield asked.

Thorax rubbed his chin in thought before he settled on his answer. “If the opportunity presents itself, go ahead and convert a few more. But don’t go overboard.” was his answer.

“Yeah, it’d suck if you got found out and only had eggbearers around to help you.” Pharynx added while chuckled.

“Understood. I’ll go ahead and continue preparing espionage. Twilight and her friends will return from the Crystal Empire in 2 days.” SHield told them

“Thank you for that information Shield. Go ahead and get back to your work.” Thorax said.

“Yes sir!” Shield said before their connection was dismissed.

"Well, things are definitely going very well," Pharynx said with a happy smile

Thorax grinned back at him and laid against his side. "Very well." Thorax agreed. "This method we discovered is making it so easy. I really wonder why we stopped doing it? And why did I only find this information when I was exploring the Badlands." He pondered aloud.

He shrugged after a few moments of pondering. "I guess it's not all that important right now. What is important is figuring out our next steps."

"We need to pick the next city to take." Pharynx said in agreement

"I think we should go over what's off limits for now. Like Canterlot and Ponyville." Thorax said, sitting up from leaning his head back to look up at Pharynx when he started petting him.

"Right. Those places are too high profile right now. Manhattan's also out. It's a big bustling city."

"And we can forget about the Crystal Empire too." Thorax sighed, shifting around as rested his head in Pharynx's lap now.

"So for now that leaves Appleoosa and Cloudsdale as places we should go after that we can right now."

Thorax huffed as he rolled his eyes. "I'd rather go with Cloudsdale. I know it's risky, because it's important, but that's why I think we should go for it." Thorax said.

“You don’t win wars without a little Risk.” Pharynx agreed. "Besides, having the wonderbolts under our control would be nice," He said.

Thorax smiled and chuckled a bit at that thought. “They would be incredibly useful.” He agreed.

"Shall we head out right away then?' pharynx asked

Thorax smirked and pushed Pharynx over, snuggling onto him. "Later. I wanna cuddle for a bit!"

"Heh, alright, we can cuddle," Pharynx said with a chuckle as he snuggled against him.

Thorax giggled happily and laid into Pharynx's hooves, purring lovingly.

Pharynx smirked down at him and lovingly stroked his side, holding him close.

Thorax's tail flicked as he began to purr a little louder.

Later on, they were once again sitting on their throne together.

This time they had Chrysalis on their laps instead of beneath their rumps.

They looked down at the members of the hive that had been gathered. They were all eagerly looking up at the pair of them, while nuzzling against each other.

The comradery Changelings had now was far beyond anything they had achieved in the past.

"Everyone, we have some news we need to tell you!" Pharynx said

The small murmur that had enveloped them all stopped immediately, and they all turned to face their Emperors.

"We've decided what we will be doing next. Next time Cloudsdale comes near, we will infiltrate it and turn every single pegasus up there into Changelings." Thorax said. "Including the Wonderbolts."

This brought a huge cheer from the changelings of the hive

Thorax and Pharynx smiled at each other. Pharynx raised a hoof to silence them after a bit.

"This will be riskier than converting a small town with only one road. Cloudsdale is a pretty big place, but it comes with too many strategic advantages to wait on." Pharynx said.

"So that's why we'll be taking a team of Changelings with us." Thorax said.

The Changelings erupted into a much louder cheer than before.

"We'll only be taking Captain ranked changelings and above." Pharynx said

"We'll need skilled Changelings to go around converting other ponies slowly but surely while we focus on the Bolts." Thorax said. "And we can't risk discovery."

"This also means we'll only be taking a few to come with us," Pharynx added

They all whined and began begging to be picked. They all wanted to go on missions with the emperors.

"We'll only be taking Fourteen with us." Thorax said calmly.

"Now, settle down so we can decide." Pharynx instructed.

They all stopped after a few more moments of murmuring. Thorax petted the purring Chrysalis as he looked them over, wanting to pick the best.

Pharynx did the same, and the two brothers each picked seven to take along with them.

Each one chosen was flying around in joy before bowing deeply near the foot of the throne.

Thorax smiled at them while Pharynx cleared his throat to address the rest of the hive.

"We studied the patterns of Cloudsdale, and they’ll be coming near in a week," Pharynx said. "That gives us plenty of time to prepare."

"Is there anything we can do now to help?" One of the majority of Changelings who were being left behind for the mission asked.

Thorax smiled and nodded his head. "We should patrol the nearby area like usual. And any ponies that get close, convert them. Any enhanced ling should be able to."

After a few moments, Pharynx cleared his throat. “Alright everyling. I think that's everything for now.” He said.

The pair got several salutes and even a few happy "Yes Masters!" Before their little court was adjourned.

The pair got several salutes and even a few happy "Yes Masters!" Before their little court was adjourned.

Two Days had passed. Twilight Sparkle and her friends would be returning from their latest trip to the Crystal Empire later in the day.

Spoiled Rich had slipped back into her life like nothing happened, just as Shield had ordered her. She was behaving as told as well, acting like she was scared straight from whatever legal ramifications she would have faced.

She knocked on the door to her husband's office, "Can I come in?"

Filthy sighed and rubbed his forehead. “Yes, go ahead Spoiled.” He grumbled.

She opened the door, walking up to his desk and placing down a rather substantial bag of bits.

"What's this?' Filthy asked, a pleasantly surprised tone in his voice

"My savings I was squirreling away. In case...you finally had enough of me. I want you to put it into Diamond’s funds." She said.

She was being nicer now. She had to earn those eggs from Shield somehow.

Filthy Rich looked confused but took the bag. "That's a good idea... but why'd you change your mind?" Filthy asked.

"I...I'm sure you heard that Shield had a talk with me the other day." She said.

"Yes, I've heard about that. I take it this one finally stuck?" Filthy said with a sigh of relief.

"Well he, he made it very clear what kind of charges he could bring against me if I got in trouble again." She said with an embarrassed look.

"Well, glad you're taking this seriously and making a real effort to change." Filthy said as he got back to work.

"Yes, I'm doing my best. I only hope it's not too late to fix things with Diamond..." She huffed.

"If you make a genuine attempt, I'm sure you'll do fine." He said as he buried his muzzle in reports.

"I hope so." She started walking out, "If you...still want to divorce me. I'd understand."

Filthy Rich didn’t respond.

She sighed as She left, closing the door behind her.

She sighed and walked out and found Diamond staring at her in the hall.

"...Who the fuck are you?" Diamond said bluntly.

"Um...what?" Spoiled asked, looking confused.

“You’re not even mad I just said Fuck! There’s no way you’re my mom!” Diamond said.

"Diamond I...I'm sorry I've been so terrible to you that the bare minimum makes me look like a completely different pony."

Diamond looked unconvinced and trotted away from her.

Spoiled took a deep breath and walked the other way.

Diamond left the house and trotted towards school.

The other fillies were already there, the CMC chatting amongst themselves while Silver Spoon sat nearby but was mostly just waiting for her.

Diamond sat next to Silver Spoon and the cmc, sighing as she brought out her books.

"Something wrong, Diamond?" Silver Spoon asked, looking at her, the CMC likewise stopping their own conversation as they heard her sigh.

"No, not really." Diamond said. "Something's just bothering me, but nothings really wrong."

"What is it?" Scootaloo asked, the CMC now curious.

"Nothing. I'm just having trouble accepting something." Diamond siad.

"Maybe we can help you?" Sweetie offered.

Diamond scoffed and rolled her eyes. "I doubt it."

"We helped you before, we can do it again," Bloom said.

"I think my Mom's a Changeling or something." Diamond said.

"What makes you think that?" Silver Spoon spoke up.

The CMC started laughing after a moment.

"See? I know its dumb. She's being weird and nice and stuff. "

"How nice are we talking here?" Silver Spoon asked.

"Nice enough to be normal." She huffed.

"huh... Well that does sound a little weird..."

"But it's good, right?" Sweetie said

"Yeah...I guess so." Diamond said with a nod.

The others nodded in agreement to that.

They moved on to another subject, but Diamond still felt like something more than just being scared straight happened to her mother.

She didn't care much about it at the end of the day. If she stopped being a bitch to her, then that was just fine with her.

Meanwhile, Just outside of Ponyville a train was approaching the town. It wascarrying Twilight and her friends.

Starlight was leaning out of the window, groaning. "Pinkie....too many cakes..." The unicorn groaned.

"You can never have too much cake!" Pinkie giggled cheerfully.

Spike rubbed Starlight's back. "I feel your pain, Star." He sighed.

Rarity decided to chip in on Starlight’s behalf. “Your cakes were as delicious as ever Pinkie Pie, but you went a little overboard.” She said.

"It was Flurry Heart's Month a versary!" Pinkie argued.

"We know," the others said in unison, a few even groaning a little.

The train came to a stop in the Ponyville Station. Minutes later, they all disembarked.

"I can't wait to nap in my own bed again," Dash said, stretching her back and wings.

Applejack snorted. “I bet you can’t. You literally sleep on clouds.” She teased.

“Uh huh.” Rainbow nodded with a shrug.
At the entrance of the station, Unyielding Shield was waiting for them. He was pulling a carriage for the Eight of them and their luggage.

"Welcome back Princess!” He called with a wave.

Twilight smiled a bit when she saw him.

"Thanks for keeping Ponyville in check while we were gone, Shield.” Twilight said.

Shield unhooked himself from the cart and trotted over to the group. “It was my pleasure.” He said as his horn lit up.

He lifted everyone’s luggage in his magic and levitated it neatly into the Carriage’s storage compartment.

“How was it on your end, Princess?” Shield asked as he shut the door.

"It was great. Cadence and Shining are doing fantastic. But we probably won't go back this often for a while." Twilight said.

"Too many train rides?" He chuckled.

"Way too many." Starlight said with a nod.

Shield smirked a bit as he opened the doors for the ponies.

"Heh. What about the hero of the Empire, how has he been enjoying the trips?" He asked Spike with a grin.

"It was fun. I got a bunch of free food." Spike said as the mares all trotted into the carriage.

Shield smirked at him and picked him up and dropped him on his back. “Nice.” He said with a grin.

He then cleared his throat after he hooked himself back to the carriage. "Ready to go home girls?"

There were several noises of assent as they were all eager to get home.

Shield turned around, easily pulling the Carriage along.

He brought each pony home one by one. This gave him the perfect excuse to plant Tapping spells at all of their homes.

Most of them went to sleep almost as soon as they got home, clearly exhausted from the trip and the long train ride.

He couldn't help but smile with how perfectly everything was going.

The disguised Changeling brought everypony to their homes and then back to the castle with Twilight Starlight and Spike.

Shield left the carriage outside as they all trotted into their home. Twilight carried in the last of the luggage from the cart.

“Now why don’t you Three go re settle while I make dinner?” Shield offered.

"Sorry Shield but I'm going straight to bed, I need to sleep and I had too many cakes." Starlight groaned, rubbing her barrel.

“If I never see a cake again, it’ll be too soon. Or whatever that stupid saying is.” She grumbled as she trotted away.

Shield smiled and shook his head. “Not a problem, Starlight. By the way, I left your mail on your desk.”

Starlight groaned out a thank you as she disappeared into the halls of the Castle.

Shield turned to the resident Alicorn and Dragon. "What about you two?" He asked Twilight and Spike.

"I'd love some gem cakes." Spike said eagerly.

Twilight looked unsure about putting Shield to even more work after carting them around, but the unicorn wouldn’t stop insisting.

"Well...if you're offering...you know I love me some burgers." She said.

"I know that Better than anyone." Shield chuckled, "By the way, your book order came in. I put them in your personal library."

Twilight whinnied in excitement and levitated her things with her as she galloped to her room.

Shield smiled as she left him alone with Spike. He always thought the alicorn was cute.

He cleared his throat and looked down at Spike.

“Come on, I'll let you snack on the cooking gems while I cook."

Spike gasped in excitement and walked off with him.

At the end of the day Shield was reporting the return of Twilight and her friends to his Emperors through telepathy.

"Thank you for promptly informing us," Pharynx said.

"My pleasure. I'm going to see if it can't deepen my relationship with Twilight. But I swear I won't convert her without your say so."

"Good. But I'll admit, even if you tried, I'm not sure you can." Thorax admitted.

"Another reason I'm waiting for your permission. Not to say I wouldn't be intimate with her."

Pharynx had a thought and interjected. “If you do get intimate with her, you might be able to weaken her mind a little bit.”

"I'll do my best. But getting her mind onto anything romantic is a hard task. There's always another book to read."

Thorax and Pharynx could hear how exasperated Shield was. He had clearly been trying to get Twilight to fuck him or somepony else for years.

"Maybe get her to read romance novels. That could help get her in the mood." Pharynx suggested half-jokingly.

"I'll try. Oh, before I forget. I'm going to get her to hire some staff, should I leave room for an infiltrator from the hive?" Shield asked.

"Yes, I actually have someling in mind. One of the first ponies we converted was a career maid.” Thorax said.

“Perfect. I'll let you know when I'm ready for her then." Shield said.

"Good," and with that, Pharynx cut the connection.

Thorax smiled at Pharynx and pulled him close.

"This has been going so well." Thorax said, rubbing and caressing his sides.

The purple eyed changeling purred a bit as his brother rubbed him lovingly.

"Yes it has. If i was the paranoid sort, I'd say too well," Pharynx said as he returned the embrace

"I'd really like to know why I only found stuff about this when I was in the badlands. But that's whatever for now." Thorax said.

He grinned as he gazed into Pharynx's eyes.

"Right now, I wanna fuck."

"You read my mind," Pharynx said with a chuckle, his cock already hard.

“You’d know if I did~.” Thorax chuckled before he pulled Pharynx into a loving kiss and laid on top of him.

Pharynx returned the kiss and eventually rolled so he was on top. "You led last time." He said while grinning down at Thorax. “I’m gonna rock your world this time.”

Thorax wanted to fight to be on top, but Pharynx knew the best places to rub him to make him a moaning mess.

And he almost immediately started to take those actions, eagerly rubbing and massaging him to push his buttons.

Thorax melted like butter in Pharynx's hooves. The blue eyed Changeling moaned as the purple eyed Changeling dominated the kiss.

This encouraged Pharynx to intensify his loving ministrations on Thorax's body.

They eventually separated from their kiss, and Thorax was moaning like a whore. "Fu~ck, Pharynx~! You sure know how to make me squeal!"

"I know," Pharynx said with a smirk.

Thorax shivered and moaned as Pharynx began licking and nibbling his neck. The entire time, their rock hard Emperor Changeling cocks were frotting against each other.

As they continued to rub against each other, Pharynx's cock eventually started to twitch.

Mid frot, Pharynx suddenly pulled back and slammed his cock into Thorax's ass, making him squeal out in pleasure.

The purple eyed Changeling Emperor thrusted into his brother at a fast, intense pace.

"Oh fuck~! Pharynx~!" Thorax moaned.

"Th...thorax!" Pharynx moaned out loudly as he continued to roughly pump away

Thorax wrapped all four of his legs around Pharynx as he fucked him like a jackhammer.

Pharynx happily returned the embrace as his cock twitched heavily in him.

Thorax’s eyes were glowing pink in pleasure as Pharynx put him through his paces. “Do it! Cum inside me already you perfect hunk!” The younger Changeling Emperor moaned.

"Alright you perfect little brother!" Pharynx moaned out loudly as he gave a hard thrust forward before releasing his seed into him.

Thorax squealed in pleasure as he felt his body flood with Pharynx's green changeling cum. Thorax's own royal cock began releasing ropes of cum all over their bodies.

Pharynx squeezed his body against Thorax's, coating the two in their cum.

They rode each other's orgasm out for a solid few minutes before they collapsed against each other in their bed, panting in exhaustion.

"I love you so fucking much!" Thorax moaned, holding Pharynx close so he couldn't pull out of him.

"I love you too, bro," Pharynx said happily as they cuddled together.

The pair of Emperors eventually fell asleep while in each other's embrace.

Author's Note

That's a wrap for Chapter 3.

It was mostly a filler chapter with some development at least. Changelings converted by Thorax and Pharynx can converted other creatures into Changelings, though they'll be much weaker.

Thorax and Pharynx make a decision on what to do next, and it looks like Cloudsdale is doomed.

Only Diamond Tiara has any suspicion at all, and even she doesn't really believe herself.

This chapter is a little longer than the first one but shorter than the second one. I hope everyone enjoyed reading it nonetheless!

4 Cloudy with a Chance of Changelings Part 1

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.

5 Cloudy with a Chance of Changelings Part 2

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!

6 Cloudy with a Chance of Changelings Part 3

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!