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A large and vivid display of fireworks erupted in the sky above Ponyville. The loud reports, and bountiful firey colors made all the Ponies, Humans and even some Griffins in attendance let out a long choir of 'ooos' and 'ahhs.' The occasion really was nothing super special, though the amount of detail put into the celebration would make the passer by think that this town was celebrating some great event. In all honesty, it was nothing more than Pinkie Pie's over attentiveness to the smallest details. It was a young colt named Firework's birthday. So Pinkie thought it would be fun to use every firework in town as a theme.

When word got out the the premier party pony of Ponyville was throwing a fireworks display, it was safe to say that all those that even took it as a rumor made quick travel to the small town just to see if it was true. All were more than pleased to find out that indeed Pinkie was using magically enhanced explosives to light up the sky, but none could be happier than the colt who by now had gotten way more presents than he ever thought possible from unknown party crashers that didn't want to seem rude. There was one party goer however that seemed to be more interested in the time on his phone than the brilliant show in the air.

"Okay Justin, that makes thirty," a young Human man said as he came walking up to the clock watching man, handing him a cup filled with Apple cider.

"Thirty what?" Justin replied, still not looking up from his phone, but taking the drink as it was handed too him.

"You have checked the time now thirty times over the last forty five minutes. You in a hurry or something?" This made Justin put his phone into sleep mode, then slip it into his pocket while taking a long drink from the savory cider.

"Nah it's nothing. Just want to make sure we don't miss the portal back to Earth. We'll have to wait twelve hours for the next one if we do." Justin then gave his companion a small smile, one that turned more into a grin when he saw the man's face light up a bit. He had just recently met this man who went by the name of Perry. He was a decent enough fellow, one that was fun to hang around with and talk to. It was just that Perry had a kind of bad habit; Perry was a Heat Chaser. These were Human's that instead of coming to Equestria to experience a new world, filled with alien creatures and new cultures. They came here in search of Equestrian females that were now, or were going to be in their heat cycles. It was an easy way to get a pretty mare or even a Griffin female in the sack with little to no effort on their part. It was a practice that was looked down upon to say the least.

"Hey, another twelve hours here?" Perry said with almost a sinister cackle. "That just gives me more time to find a hot little alien to have fun with." He then gave Justin a quick flash of his eyebrows; lifting them up and down rapidly. With a loud laugh, he clanked his cup into Justin's, before taking a long pull from it.

"Better not get caught doing that," Justin warned with a head shake. "I hear they punish you by either getting kicked by a stallion. Or they just hand you over to the Griffins. They are carnivorous you know?"

"Yeah well. I like it rough. And I have seen a couple of Griffins that can eat me any time they want. If you know what I mean!" Once again Perry let out a big laugh, while at the same time giving Justin a hard, but playful slap on the back. The reaction Justin had however made Perry get a more serious look on his face. Justin almost doubled over and started to cough violently. He took in deep gasps of air before letting out several long and horrid sounding hacks; ones that were loud enough to catch the attention of several bystanders in the area. "J-jeez dude. I'm sorry. I didn't mean to hit you that hard, promise," Perry said with a heavy tone of concern.

"It's, it's nothing," Justin choked out while waving his hand at his new friend in a dismissive fashion. "I think I just swallowed wrong is all." Justin steadied himself, then reached into his pocket to pull out a very used looking rag to wipe his mouth off with. Perry however seemed rather unconvinced.

"You sure? You're looking kinda pale really, now that I look at you. You didn't catch some weird pony disease did you?" This made Justin let out a laugh, but in the process he had to fight off another coughing fit. Perry then reached up and gave his new found friend a gentle shoulder squeeze to let him know he was there. It made Justin just sake his head and let out a small chuckle at the fact that someone as shallow as Perry could show so much compassion.

"You alright Justin?" the still bent over Human heard, making him straighten up a bit to see who was talking to him. The speaker put a smile on Justin's face when he saw who it was however, a normal sized black stallion that went by the name of Thunderlane. The two had become friends over the past few months. Justin worked in the Department of Trandimensional Affairs, and Thunderlane had recently took on a position in the somewhat same version on Equestria's side. They worked close together, and found that they enjoyed each other's company enough to hang out a bit outside of work hours.

"Hey Thunder, yeah I'm fine," Justin replied with another wave of his hand.

"You don't look fine. Have you been losing weight? You look kinda pale," Thunderlane responded while looking Justin up and down.

"Thank you!" Perry exclaimed while throwing his hands up into the air. Being double teamed like this just made Justin let out a long, annoyed sounding sigh. He was about to defend himself again, but he saw another familiar face come walking up to the growing group.

"Hi guys!" A cheerful sounding woman sounded out with a big wave. She stopped in front of Justin, but remained at Thunderlane's side before leaning in and giving a big hug to Justin. She then pulled away, and looked him over with a confused twist on her face. "Do you have the flu? You don't look so good."

"Thank you, again," Perry said with a laugh.

"Told you," Thunderlane added, giving Justin a solid stare.

"I'm fine!" Justin said with a controlled shout, though he did have to bring the rag up to his mouth to stifle a quick cough. He saw that the trio were all about to join forces against him. So he thought he would quickly defuse the assault with a stream of introductions. "Perry; Thunderlane, Thunderlane, Perry, Anna, Perry, Perry, Anna." The fast tongued line of names had the desired effect, as the group members all now started to exchange pleasantries with one another.

"I just came over to say hi really fast anyway, Justin," Anna said before looking down to Thunderlane, who in turn looked up at her. "I saw Thunderlane, and thought he might like to go watch the next firework display from that hill we saw earlier." This small exchange made Perry look at Anna, then to the stallion, then back to Anna to confirm they both looked a little starry eyed.

"Sounds good to me," Thunderlane said with a long grin.

"Yes, yes, go. The less of you that are here. The less I can be bugged." Justin made a fast waving gesture to signal for the pair to leave. Both Anna and Thunderlane let out a laugh, while Anna gave Justin another hug before starting to walk away.

"See you at work Justin," Thunderlane said as he began a quick trot to catch up to Anna's side. Perry now had his arms crossed while looking at the two leaving, though he was able to glance Justin once again looking at his phone.

"Thirty one," Perry said, making Justin whip his arm down to place the phone at his side. "And what was that all about? He made a quick pointing movement at the woman and stallion walking away. "They're not dating, are they?"

"I guess," Justin responded, getting a rather disturbed look on his face at the obvious way Perry felt uncomfortable about seeing a Human girl with a stallion. "I mean, they just met a few weeks ago. They've been out a couple of times. Why?"

"That's just wrong," Perry said with a slow head shake followed by a sigh. This made Justin's jaw drop, while his eyes became wide with disbelief.

"Oh you're joking!" Justin said with a laughing shout.

"What?" Perry said with a shrug of his shoulders. "I don't think Human women should date stallions."

"You're here to have sex with mares, you asshole!" Justin's temper now was starting to flare, but he still found the whole outlandish double standard to be too hilarious to not let out another laugh.

"True, true, but hear me out," Perry said while raising his hands up in a way to calm his friend down.

"Oh, this should be good," Justin said with a sharp sigh, and a quick eye roll.

"It is, now listen. Okay, look. Now I can't complain when it comes to having. A big, you know." Perry then made a gesture towards his crotch, making Justin roll his eyes again. "But these stallions, man. These guys are packing a serious gun. I mean it is almost embarrassing. It's like a freak show down there!"

"I get it," Justin said with a sigh. "Hung like a horse, ha ha,"

"Exactly! Now Human girls, they're just not used to getting shanked like that. So one or two may seem harmless, but then those girls tell their friends, their friends go get a stallion of their own, so on and so forth. Pretty soon, there's isn't a Human girl anywhere that wants a Human man cause they are all now addicted to the stallion D! World population drops, and then, bam! The Ponies have a nice new empty planet to move into because the Human race has been banged out of existence." Perry now got a sad look on his face as he looked down to the ground, and shook his head. "All thanks to the stallions and their giant hogs." Justin just blinked a few times after hearing Perry's end of the world scenario. He then took in a deep breath before speaking again.

"So, according to you, and your apparent mass amount of wisdom and intelligence. You think that the Ponies are going to take over the Earth, by simply having their stallions have lots of sex with our females?" This made Perry just shake his head up and down in agreement. "I see, okay. You are an idiot. I now feel very sorry for your brain for having to think of anything that stupid. Everyone, including myself that was forced to hear that is now dumber because of it. It made no logical sense, and may God have mercy on your soul."

"Pfft, whatever, man," Perry said, trying to not let it be seen that his feelings were hurt. "You'll see. Next twenty years or so when there's no more Humans around." Perry didn't even want to finish his thoughts now. He just crossed his arms, and let out a sad little huff to show his frustration. He did get a new look of concern however when Justin started to let out a few muffled coughs through the rag he was holding up to his mouth.

"Well have fun with your conspiracy theories," Justin said while pulling the rag away from his mouth. "I need to bail." With that, Justin started to walk towards the edge of town, heading right for a path that led directly into the Everfree Forest.

"Whoa, whoa, whoa!" Perry shouted while grabbing at his friend's arm. "Now I know you are sick. You're not going into Everfree are you, alone?"

"Yes," Justin said while pulling his arm away. "I'll be fine, I take a short cut through here all the time to get back to Canterlot faster."

"Dude," Perry said with a twisted glare and a pointing finger back towards town. "There's like a train station right there, or a hot air balloon. And you're going to hike your way through a dark forest with like lion scorpions, and wolves made of trees and shit?"

"Uhh, yeah, I think you mean manticores and timberwolves. Look, it's rare they even get near the paths I take. Besides, that train hurts my ass, and I have never been comfortable flying in a contraption made of fabric and wicker that is propelled by fire." That's when Justin spied something that would be the perfect way to get Perry to leave post haste. There was a cute looking Earth Pony mare with a dark blue coat, and a green mane and tail that was sitting close to the crowd. She was however making rather suggestive movements with her hips. These tell tale flank movements were some of the more obvious signs of a mare in her heat, and trying to lure in a stallion. "I think that blue girl over there might want to meet you. Better hurry before someone else sees her."

"Damnit!" Perry growled out when he saw the mare Justin was pointing out. "Okay look, you stay here. I will be right back. I'm serious, don't you move, Justin!" Not even a full second passed before Justin started to walk once again towards the darkened tree edge. He couldn't help but laugh when he looked back to see that Perry had all but forgotten about him, and was now putting on a special strut in his walk as he fell hopelessly into the mare's silent siren song.

Justin walked with cautioned steps down the overgrown and vague trail. It was one that hadn't been used by anyone in a very long time, Ponies or otherwise, but it was the one that he needed to take. Even these, the most outer workings of the Everfree were quite a frightening sight to behold. The trees were gnarled and twisted, the grass was a sickly looking dull green, and the soil beneath his feat was black as night. There were even mud puddles that were randomly tossed here and there, even though he couldn't see any water sources, or remember it raining.

The light of the outside world seemed to be just as scared of this place as any other person. Even though he knew it was only early evening, the interior of his surroundings made it look much later, like he was in a place of perpetual darkness. Every now and again he would here a snap of a branch, or a sudden rustle of a bush. It was never in front of him, always behind; making him have to swing his body to make sure nothing was trying to get a drop on him. That's when he heard a sound that sent a freezing shiver up his spine, and a lump form in his throat that he had to use all his will to swallow down. It was the sound of a very large animal growling, and it was getting closer.

"It's fine, it's fine, it's fine," he repeated over and over again while at the same time increasing his foot speed. "Probably just a cute little animal that makes itself sound big. Yeah, that sounds right. Cute little animals would need something like that to survive in this place." His thought process did start to make him feel a little better. He was even able to crack a smile at the thought of a small fuzzy bunny like creature that was able to make such a loud growl, it probably looked ridiculous. He turned around once again to see if he could see the creature he had envisioned in his mind. However, that is when a massive timberwolf leaped out from the thick bushes, and started running as fast as it could towards him.

"Oh, fuck!" Justin cried out as he felt every nerve in his body come to life. His legs turned him into a living rocket, he barreled down the path, ducking and dodging low hanging tree branches, stones, and all other types of obstacles that seemed to purposely get in his way. He couldn't help but look back, and he wished that he didn't. The massive creature was gaining ground on him with every long stride it took. Its doll like green eyes glared at him with a hungry gaze, and even though it was not yet in striking distance, it chomped and bit at him with quick barks and growls.

The faster Justin ran, the more his heart began to sink into his chest. He knew there was no way he could out run a predator of this size and speed, and now something that would slow him down even more came into view. A deep and wide ditch was now splitting the trail he ran down. It wasn't some small dugout in the dirt that he could simply hop over. It was a massive crevase in the ground that would force him to use what little energy he had left to clear it. Never the less, his will to survive pushed him forward, and with a great leap and a loud yell, he threw himself into the air.

It wasn't the most graceful of landings to be sure. He hit the ground in a dive, and forced himself to go into a tight ball as he rolled and skidded across the ground. He almost thought for a moment that he would be able to recover from his death defying leap, but then the worst thing happened. A massive coughing fit suddenly over took him, bringing him to his knees, which in turn caused him to fall completely to his stomach, then roll over onto his back. He did this just in time to see the timberwolf clear the ditch with ease, then land right on top of him. All Justin could do now was close his eyes, and place his arms over his face in a futile defensive move.

Instead of being torn to pieces like he was expecting, Justin started to hear something he never though a wolf from any world could do; it started laughing. The laugh continued to grow, making Justin remove his arms away from his face to see that the wolf had thrown its head back, and was now very much amused at his predicament. He was even more surprised when the whole of the wolf's body ignited in a bright green flame, and the laughing became a distorted, and feminine version of itself. Soon, what was standing on top of him was not a timberwolf at all, but a tall, slender and sleek Changeling with a long crooked horn, flowing deep sea blue hair, and cold looking green eyes.

"Goddamnit, Chrysalis!" Justin screamed as the adrenaline fueled anger inside him pushed his voice out. "You almost gave me a fucking heart attack! what are you trying to do, kill me?" Without saying a word, the Changeling Queen placed her holed hoof over his mouth, and pressed hard enough to bring his scolding to an immediate halt.

"Be silent, Human!" Chrysalis commanded, making Justin hold his breath at the sound of her almost metallic sounding voice. "You are over two hours late! You made me wait in this pitiful forest while you galavanted, and played with those pathetic little Ponies!" She then removed her hoof, giving him a sly gleam from her somewhat glowing eyes. She slowly lowered her head, and ever so gently placed her lips to his. "And besides," she said while pulling away from him before he could get to much into the kiss. "Your heart is mine. If I feel the need to attack it. Then that is what I shall do."

"It is your heart, my Queen," Justin said with a sly grin on his face, agreeing with her comment that his heart was hers to do with as she wanted. "Now if you would just let me show the Ponies and the Humans, that Changelings are capable of showing the kind of love we have. Maybe they would call off the hunts." This made Chrysalis let out a sigh as she sat there on top of him. Making a very conscious effort to not let him get up.

"Perhaps," she said bringing her holed hoof up to her chin in a deep thought. "Though I do doubt that Celestia and her band of Alicorn do gooders would have forgiven me so quickly for my attack on Canterlot." Justin was about to try to add more reason to his desire to let everyone know that he had been spending time with, and even fallen deeply in love with the Changeling queen. Chrysalis saw his lips start to move however, and quickly placed her hoof back over his lips. "Bah, it doesn't matter right now! I am still angry at you for making me wait for a such a long time. Her eyes fell closed to the point that the glowing irises became small green slivers, and she lowered her head down while removing her hoof once again. "What am I going to do to punish you?"

Before Justin had a chance to say anything to her, Chrysalis pushed her lips hard against his. He did like it quite a lot when she became so aggressive towards him. The way she pushed down on his body with hers; the way that she let out the smallest of breathy moans as their lips tangled into one another's. Sometimes he had to stop himself from letting out a laugh or two at the fact that this dark Changeling queen probably thought that she was heavy on top of him. In all honesty, because of her light, airy and slender form, she weighed really no more than a normal Human girl. He would never dare say any of these things to her however. Over the course of their relationship, he found that she could be just as spiteful as she was beautiful.

All these thoughts that ran through his head started to slowly fade away the more and more their kissing intensified. Their lips never once parted, only taking a top or bottom lip between the others; pulling on it, or biting on it. All the while their lips petting and played with one another, Justin would start to let his hands roam on her body. He would begin at her hooves, making sure his fingers traced out small circles inside the odd, but very exotic holes that perforated her legs. Next, he would move his hands slowly about her body. He found that the bare green section of her torso felt very weird to the touch, but when he used his finger tips to caress around that area, Chrysalis would react by letting out small gasps and moans.

"You know, Chrysalis," Justin said while pulling away from their kiss just enough for him to speak. "I am serious. We have been doing this for a long time now, and it is always the same. I have to make up some excuse on why I have to leave and go to some creepy, dark location by myself. Someone is going to catch on eventually. So let's start making plans to maybe, you know, let everyone know that you have changed. At least a little bit anyway."

Chrysalis tried to not roll her eyes at her present mates once again attempts to bring her into the folds of Equestrian, or even Earth's society. Every time they had met here recently it was a topic that always came up. Normally, she would find some way to change the subject; a small divergence into Changeling history or culture would do the trick. Right now however, she just didn't have the mental capacity to come up with new stories. It just so happened that her heat had started, and all she could think about was rutting him into the ground. She didn't want to appear vulnerable though, the last thing she needed was Justin thinking he could gain some form of control over her due to her body's needs. That's when she took in a deep sigh, and looked down into her Human lover's eyes.

"There you go, talking again," she said as a long fang filled smirk came over her lips. "I am going to have to find something to keep that little mouth of yours busy." A long lopsided grin slithered its way across her muzzle as she said this, making Justin smile, but swallow hard from the look on her face.

"Well, I just-" This was all he had time to say. Chrysalis had now slid her entire body forward, while at the same time placing her back hooves on either side of Justin's head. Before he knew it, her dark skinned and damp pussy was mere millimeters away from his face, and he had no time to object before she lowered herself further, and pressed down onto his mouth.

"Mmm, now, be a good little Human, and put that tongue of yours to good work!" As soon as she spoke these words, she began to slowly rotate her hips, pressing herself harder onto his lips. It was then that she felt the spine shocking pleasure of his tongue licking into her folds. Her whole body tensed; her eyes became wide, and she sucked in a massive amount of air with a moaning gasp. In just seconds she felt him sucking and licking her. He beat his tongue between her pussy lips, making a large effort to make sure his upper lip stroked and prodded at her clit as his tongue poked and snaked into her ever wettening canal.

Justin couldn't get over just how wonderful she tasted. He had gone down on women before, but none of them tasted as intoxicatingly sweet as this Changeling mare did. He often wondered that if all mares tasted like this, or if it was Changelings, or maybe just her. Whatever the case was, he felt like a parched man who had just found an ever flowing, inexhaustible fountain, and he was going to drink from it for as long as he could. He her felt starting to get into it now. Her moans started to become louder, more frequent. Her hips were gyrating in small little circles, while every now and again twitching whenever he would give the length of her pussy a long full stride. His own moans muffled by the mass of her body pressing down on him, he reached up, and took hold of her flanks with his hands.

Chrysalis had to admit, he was very good with his tongue. The way he would lash it up and down, then side to side before putting as much of it inside her before starting all over again was making her act like the horny little Changeling her heat was turning her in too. Before long, she felt the wonderful pressure in her loins start to build, and she knew she would be cumming on his face in no time. She wanted it to last though, but the way he attacked her pussy was proving to be a losing battle and she was getting closer. She tried to pull away, removing herself from his licking would give her some time, but Justin would not allow it. As soon as she tried to lift up, all he did was press down with his arms, forcing her hips down, while at the same time leaning up with his head to ensure his sucking could not be interrupted.

"Ahh, ahh ooh, J-J-Justin wait! It, it feels too good!" she commanded with her moaning and gasping metallic voice, but her plea fell on deaf ears, and Justin just continued to ravish her pussy. His tongue swirled now, lapping up any and all juices that tried to escape her. Then, as he heard her begin to moan louder than ever, he latched his lips as hard as he could onto her clit, where he sucked, and tugged with gentle force. This final attention to her heated nethers was all she could take. "Oh y-yes! Ooh, I'm cumming!" she cried out as she threw her head back while her back arched, and the searing sensation of her orgasm began its assault on her body.

Never once did Justin let up while the mare on top of him shook and quivered in her release. The taste of her juices now flowing freely from her body that filled his mouth only made him suck and lick her harder. He could hear her lust inducing cries and moans coming from her, he could feel the way her hips humped themselves onto his face, and he could feel her front hoof reach underneath her to stroke and rub his head. Finally, he felt her begin to calm down as her orgasm started to subside. Her hips still jumped when the sensual shocks randomly hit her. Her voice was still a series of satisfied gasps and cries that let him know that she had been pleasured to the best of his ability. It was then she could take no more, and had to almost throw herself off of him, winding up on her side there on the forest floor.

He could hear the heavy strained gasps coming from the Changeling lying next to him, though he did not turn his head to look at her right away. Right now, he felt that he was just as much out of air as she was. In fact, now that he thought about it, if that session had gone on for any longer, it might have been him that was calling out for her to stop. Never the less, he remained silent for a time, taking in a long draw of air through his nose, before letting out a deep exhale. Then his head turned, rolling to the side to finally look at the dark creature beside him. She lay there on the ground, her chest heaving, her back legs stretched out as her long tail whipped and twitched. His eyes fixed themselves to her face, the long features covered mostly now by the stringy strands of her mane that had fallen forward. It was her eyes though that captured him; those deep half closed pools that seemed to glow as they stared back at him.

"You're so fucking sexy, Chrysalis," Justin said with a small laugh. He took in another deep breath, then reached over and took her hoof into his hands, giving it a tight squeeze.

"Am I now?" Chrysalis responded in a raspy tone. She then visibly licked over her fangs with her forked tongue, letting him know that she knew full well that what he said was very much true.

"Oh yeah," Justin said while raising up to a sitting position. "And, you're in heat too," he said this while pulling his shirt off of his body, shaking lose the large amount of the forest floor that was stuck to it.

"Don't sound so sure of yourself, little Human," Chrysalis taunted, though she did nothing to stop him as he came to his knees, then moved himself to where he was behind her while grabbing her back legs, and rolling her onto her back. "Just because a mare wants to mate doesn't mean she is in heat, Changeling or otherwise."

"Well, that may be true, but I think your body is letting me know." His hands had now started to slowly rub her legs, paying the most attention to her thighs before letting them go to start undoing the buckle of his belt. She knew she was caught now, her body did betray her. Her eyes were fixated on that place between his legs, she could feel herself almost salivating for the feeling of him pushing his whole length into her. Her hips even acting seemingly with a mind of their own. They would quiver and jump at the sound of his belt being removed, even more when she saw him pulling down his zipper.

"Oh how very astute of you, my love. You can figure out that a mare wants to mate with you after she has made you lick her to orgasm. You must be the envy of all the great detectives indeed." She did love to tease him whenever she got the chance too. He was rather thick skinned when it came to such things, and she knew that her piercing words would be taken lightly. She was about to continue with her harsh word play, but that is when he pulled down his pants, and revealed the long, thick and now very hard shaft of his cock. Once again her hips rolled to entice him, inviting him to take her right there, she even let out a sultry little moan while biting her bottom lip.

"Come, your Queen wishes to feel you inside her," Chrysalis whispered out as she held her front legs outwards, then giving a small gesture with her hooves letting him know that she wanted him to mount her.

This was all the incentive that Justin needed. Seeing that long, slender and gorgeous black mare there on the ground wanting him to rut her caused his cock to come to full attention. With a slow crawl, he placed himself over her. Both his hands came to rest on either side of her long neck where he stiffened his arms. His hips began to lower, and he felt the wonderful heat coming from her soaked pussy as his shaft made contact, making her let out a quiet gasp. Back and forth with deliberate strokes he moved his hips. He loved how her front hooves came to rest on his shoulders, then tighten every time the head of his dick brushed against her swollen clit. Only after a few thrusts of his hips, he could no longer stand it. He angled himself just right, then pushed himself into her waiting snatch.

"Ooh! Mmm that's right, love." Chrysalis moaned out as she felt him enter her. Her hooves gripped tighter on the tensed muscles of his back, then she pulled him down easily to where his face was nuzzled fully into the coat of her neck. This gave her the opportunity to reach up, and take his ear lobe into her mouth, giving it a small bite with her fangs. This made Justin give out a muffled moan, followed by a full body shiver that made him plunge as deep into her as he could.

"D-damn, Chrysalis. You're so hot, feels so good!" Justin said as he started to kiss up and down her neck as much as he could.

"Mmm hmm," Chrysalis said while running her long legs down the length of his back to grab at his ass, and pull him towards her. "I love having you so deep in me. Now, please me, my little Human toy. You know what your Queen desires." Once again, Chrysalis took her own bottom lip into her mouth when she felt him raise his hips, pulling out of her till just the tip of his thick member remained. She then let out a moaning scream the instant he drove himself back down, penetrating her as much as he could.

The pair quickly found a rhythm with their hips that put them on a path of quick satisfaction. Chrysalis would rotate her hips round in long slow circles, while Justin gave her fast short thrusts with ever deepening pushes back and forth. Before long, both Human and Changeling were doing all they could to indulge themselves in the other's body. Justin had now resumed his former position of using his arms to hold himself up so that he was hovering over her. He would take one hand and use it to caress her upper body. Moving it along her neck; tangling his fingers in her stringy mane, even running the fingertips to her muzzle where he would invite her to suck on them.

While taking his fingers in her mouth, Chrysalis also used her own limbs to explore the body of her thrusting lover. Her front hooves would slide and massage all about his back, making a detour randomly to do the same to his heaving chest. Her back legs clamped down on his hips, and would pull him into her every time he thrust his throbbing cock into her. She would only release him when she felt him pulling out, only to assist his thrust once again by pulling him down with a crushing force. It wasn't long until the wonderful bloated head of his dick was striking at the most sensitive of spots inside her, and she knew that he would soon drive her over the edge.

"J-J-Justin! Th-that's it, love. Right uhh there!" she moaned out as her forelegs fell to the ground, grasping at the dirt floor under them. Her ecstasy filled words had the desired effect on him. Justin began to pump her faster, giving her the full length of his shaft until it hit the one spot that made her hips jump, and her breath escape in hard gasps and inhales. "Yes, y-yes. Come on uh huh, uh huh," she whimpered in a low whisper that was only meant for his ears as she reached up to tug and bite at his lobes once more. She couldn't maintain this for long however, and as the lightning strike of her orgasm blasted its way through her body all she could do was slam herself to the ground; arching her back, rolling her head from side to side and gripping hard at the ground under her.

Over and over again the intense waves of Chrysalis's orgasm crashed down on her. All the while her body twisted and writhed in orgasmic pleasure, she would moan and shout words only known to her. Justin did not let up for one second as the Changeling under him howled out, her distorted voice filling the surrounding forest. He brought himself to his knees, and took her hips into his hands. He then pulled her towards him to where her ass would come to rest on his thighs and he continued to pound his swelling cock into her again and again. Only when did he feel her start to calm, did he do the same, letting his thrust become lighter and less violent. It was then an almost evil smile came over his lips as he decided to play a game with her.

"You know, Chrissy," he said while still moving his hips back and forth, though the sound of that name did make Chrysalis snap her eyes to glare at him. "All these times, I have heard you over and over again make all the commands. I think it would be very sexy to hear you beg for the thing you want."

"Wh-what? You, you're joking?" Chrysalis moaned out, still very much in the thrall of the orgasm that raged its way through her. That's when she looked into his eyes, and saw that devious little glint to let her know the thoughts in his head were insidious to say the least.

"Mmm, no, I don't think I am. I think I want to hear you beg for me to finish." He started to pick up the pace again, moving his hips back and forth while taking control of her hips to pull and push her. The grin on his lips became wider as he saw a look on her muzzle that he had never seen before. It was a look of passion, but with a flash of anger mixed in, and he could even feel her body tighten at the thought of begging before him.

"Oh I do ha-ha-hope you are enjoh-oh-ing this, Human!" Chrysalis rasped out with a pleasure filled growl. "I promise it is going to be the last thing you do ooh ooh, ahh!" Her threat did not have the effect she wanted. All Justin did was start to work his swelled, and throbbing cock into her more, and she couldn't help but let the feeling of it make her react.

"Uh oh," Justin taunted with a gasping laugh. "That doesn't sound very good. I hope I don't get all scared of the big bad Changeling, and have to pull out." To show that he wasn't making an idle threat, he pulled his cock almost completely out to where just the front most of the tip was still notched in her. He even had to use his arms to deflect her legs, so that they could not wrap themselves around him, and force him back in.

"N-no no, wait!" Chrysalis shouted in a small panic. She did have to admit that she was very much turned on at the idea of having to beg for the love she so needed. Nothing had ever made such demands of her before. Every creature she ever mated with was always more than happy to give her the hot thick juices she craved, but now being in such a vulnerable position, she wanted to see what it was like to play the submissive. She would never admit to this though, and she was already developing a plan to punish Justin as soon as she got the chance. "P-pl-please," she said with a quiet voice while giving him a long sad look.

"Please, what?" Justin replied, pushing his hips forward to give her just the smallest amount of his dick.

"I, I want it," Chrysalis said in another small tone. Her whole body shivered as she was rewarded with the feeling of several more inches sinking back into her.

"Mmm yeah. What do you want, baby?" Now more than half of his length was inside her. He could feel the almost skin melting heat of her dripping canal gripping at him; milking him, and trying to pull him in deeper. This was all coming to a head, he felt a delightful shock in his balls, letting him know that the feeling of her beautiful pussy, mixed with the sudden timid pleas were going to make him explode in no time.

"Y-your cum," Chrysalis said while looking away from him with a mock shame on her face. "I'm so hungry, I'm starving! Please feed me. S-s-so cum inside me, and feed me, okay?" That was more than Justin could take. All at once he pushed as much of his dick as deep into her as he could, making them both cry out with passion filled moans. Stroke after stroke he pounded into her, gritting his teeth and digging his fingers into her flanks to prolong the now surging cum that was ready to blast its way into her waiting insides.

"Ah, ah, ah, shit, Chrysalis! Here it comes!" One final push, and he started to let jet after jet of his burning cum splash into her womb. Something started to happen then that Justin had come to recognize as normal with her. As much as his body ignited in orgasmic pleasure, he also suddenly felt cold. His whole body would get a chilling shiver, and he felt so light headed that he had to fight the urge to pass out. The whole experience was far better than any drug he could even think of taking. The feeling of scorching heat mixed with the frosty wave was probably the most addicting feeling he could ever possibly remember.

Chrysalis took in several deep inhales as the beyond wondrous feeling of her pussy being filled with his cum took over her body. Every pump of his hips delivered another hot rope for her to savor and feed on, and she could feel the effects of it already starting to rejuvenate her. As much as the pleasure of being fed filled her to the brim, the still lingering anger of being controlled in such a way was coming back as well. She was going to make sure her little lover paid dearly for making a fool out of her, even if it was a massive turn on, and something she planned on doing more. Never the less, she was going to give him a nice solid kick to the face as a prelude to his punishment, but that's when she looked at him.

His body had slumped over to where it looked as if it would topple over with the smallest nudge. His skin had now taken on a grey clammy color. She could see his chest moving, but the breaths he was taking in sounded shallow, forced and strained. All over his face, and mostly his forehead did a thick beading of cold looking sweat start to form, only several drips rolling down his cheeks where they would fall and plop down onto her thighs. That's when the coughing started, slow wheezes at first; then building to a more harsh sounding rasp. Before long, Justin was clutching at his chest as he desperately tried to hold back the deluge of painful sounding hacks that forced themselves out of his mouth. Chrysalis immediately rose up, and lunged forth. She positioned herself to where she was now sitting on her haunches, and was able to wrap her front legs around him, and pull him into her.

"I, I'm sorry," Justin said in a weakened voice. "You felt so good, I don't k-know why-"

"Shh," Chrysalis cooed as she stroked her holed hoof on top of his head. "It's alright, love. You felt wonderful as well. I have never had any other creature satisfy me in such a way." After saying this, she very slowly let him finish his fall, where she gently placed him on the ground and laid down beside him. "Now, you get some rest. Just push your body to mine, and drift away."

"You, you want me to go to sleep? Right here on the ground of the Everfree Forest?" Even in his dazed state, this thought made Justin let out a small laugh, followed by a quick cough.

"Oh you don't worry about that," Chrysalis said with an unseen fang bearing grin. "With me here watching over you. This patch of forest floor is the safest place in any world, yours, or mine." With that, she felt his body start to relax, as well as his breathing becoming less taxed.

"Chrysalis," Justin sighed out in a dreamy voice. "I do love you," His words trailed off as the uncontrollable sleep finally over took him. The Changeling Queen just continued to stroke his head. It was then she was very happy that he was fully asleep. For soon instead of a hoof stroking at his hair, was now a hole filled five fingered hand. The black mare looked down at her new attempt to take on part of a Human's form. The hands were very tricky to get the shape down right, and the color and texture of their skin was a challenge to be sure. Though the more and more time she spent with him, the closer and closer she got to perfecting the form. Soon, not a single soul would be able to recognize her, or any of her Changeling minions as they walked effortlessly through the portal to Earth.

"And I love you," she whispered to the sleeping Human next to her, still looking at the hand her hoof had become. "I will always love you. I will continue to love you, until the day you die." The black misshapen hand now shifted back to its natural form, and Chrysalis nuzzled herself to where she was laying next to Justin with her head resting on his shoulder. She knew she wasn't lying to him, or even herself, she did love him, deeply. She loved all the mates she had taken. It just seemed like them, Justin was not fit to love a Changeling for very long. His body would fail, and she would miss him when he was gone. However, the almost uncountable populous of Earth promised an absolute smorgasbord of new exciting lovers to take. She really would miss Justin though, and the small single tear that fell down her cheek proved that, as she herself drifted off to sleep.

Author's Notes:

Guess there are some mares in Equestria you just don't want to get involved with huh? Unfortunately, Chrissy is a super sexy villain that I am afraid any man would fall victim to all too easily. Let's just all hope that Justin comes to realize what is happening to him before it is too late! This was the first of the Alicorns to show up. Expect the others to make appearances soon as well.