A small changeling sat behind the front counter of its new home beneath a banner. Written across the banner in big block letters was "Welcome to the Opening Day Celebration." Several tables were set out with refreshments from punch to cakes. A stereo system sat quietly in the corner loaded with popular dance records set to go. Everything was perfect except for the one thing that was missing. The guests.

Mere let out a long sigh running its hoof in circles over the counter top. It had sent out a bunch of flyers yesterday and not a single pony had dropped by even for the free food. Not one letter or appointment, not even a complaint. The changeling scout had apparently forgot about wrangling customers. It was six O'clock and Brothel had been open since nine . The changeling's excitement had been whittled down considerably over the past nine hours. "I'm going to go get a book." the changeling exclaimed happy to hear its own ambiguous voice over the silence of the room. It got up and fluttered up the stairs.

A very pale blue earth pony stallion who went by the name Lucky walked through the open door. "Hello is anypony here?" he called out taking a look around at the empty room. It looked like a party except it couldn't be because Pinkie Pie was nowhere in sight, or anypony else for that matter. Looking at the banner the stallion briefly wondered what it was that was opening here. It was odd to him that there was a business so far from Ponyville in the middle of nowhere. A young stallion alone, the setting sun and an abandoned party. Lucky couldn't help but think this is the part of the film where the monster pops out and eats the unsuspecting pony.

"Hi"

"Ahhhhhhhh!" Lucky screamed.

"Ahhhhhhhh!" the changeling screamed back. Both their screams died down and they just stared at each other from across the room. "Would you like some refreshments?" the changeling asked breaking the silence.

"No thank you."

The changeling stepped behind the desk tossing its novel on the counter. "So welcome you're my first customer. Come right up and we'll get started."

Lucky nervously approached the changeling. "What is this place?"

The changeling blushed. "You mean you don't know?! Well I.. um.. it's a... well.." the stallion suppressed a laugh at the sight of the flustered little changeling. "This is a brothel." Lucky then joined the changeling in its flustered state.

"Oh.." Lucky said. "A brothel.. like for sex?"

"Yes" the changeling replied regaining some composure. "Opening day free of charge."

"With you.." the stallion said flatly looking over the small monster. "I really don't.." A flash of green fire burst from the changeling cutting off the stallion. The changeling was replaced by the well-known pegasus Spitfire. Lucky's jaw dropped at the bright orange superstar standing in front of him. "Wow." he said incredulously.

"I know." Spitfire said with a smirk. "What do you say we get you room and a pony of your choice?"

Lucky stared at the fake superstar mouth a gape. "I'm just a gardener the town sent to help clean up the property since it's old and unkempt."

"How sweet of the town to offer your services." Spitfire walked up to the stallion and nuzzled his ribs lightly. "But as you can see I already handled the overgrowth. So why don't you spend the time you were going to spend cutting grass enjoying a..." Spitfire ran her snout along the stallion's shoulder and brushed her lips across the base of his neck. "Free.. sample."

"I don't know I mean um." The stallion stuttered. He had never encountering anything like this place in not only Poniville but anywhere in Equestria. He knew they existed well hidden in some big cities perhaps but in a tiny town and with changelings no less. "Maybe it's just best if I you know.. go."

The changeling Spitfire tried to keep the warm smile from falling off her face. Her first customer on her empty opening day was preparing to bail on her and worst of all her services were free. The changeling was ready to try anything to keep her prey short of reveling her fangs and grabbing hold of him. Not much short though. As the stallion turned to leave the yellow fiery pegasus jumped up gliding over him and blocking the exit. "Now come on if celebrities aren't your thing then what about somepony else, anypony else. Isn't there somepony you always wanted but can't have?" Lucky blushed and looked away. Got him. the changeling thought mentally patting itself on the back.

"Well there is this one mare who I kinda like." the stallion's eyes instantly went mushy. "She's sweet and special and I.. I can't really explain it." He produced a picture that was immediately grabbed in a magic field and pulled over to the changeling.

The changeling looked at the picture taking in everything of value. The throat height and width to reproduce her voice. her stance and the fat to muscle ratio gave away how active she was, how much she worked out how far she flew on average, how often she walked or ran. The muscles surrounding her face gave a good picture of personality telling how often she smiled, frowned, laughed, angered and saddened. Most striking of all the mare had the same dopey expression that was currently worn on the Stallions face and on his face in the picture. The wide grin, the doe eyes. You gotta be kidding me on my first day? How are these ponies all so, so stupid. the changeling thought. "She is your cousin, A distant cousin right?" the stallions face turned fearful. "I don't judge or care" the changeling said matter of factly. Taking a quick moment to wonder what kind of pony would be irresponsible enough to cast a love spell on these two ponies so brazenly but it felt more disdainful of the advantage it would be taking of the pale blue pony. The changeling for only a moment reconsidered what it was doing before thoughts of the love affecting returned it to its task. It disappeared in a swirl of fire replaced by the mare in the image.

"Wildfire?" the stallion asked.

"Yes." she replied now aware of her name. It then hit the poor changeling that she did not know the stallions name. No ponies on opening day, all the changelings savings into this one venture, a love spell and now this. The dam broke and the changeling flipped out and started shouting. "Damn it! I have had it I am so tired of all these stupid things on my plate! What the hell was I thinking and now this of all things!" Wildfire bucked the snack table next to her into wall. "Take that stupid table I didn't need you anyway!" she paused and took a breather before noticing the shocked stallion staring at her. And there goes my first customer too. she thought bitterly.

"Wow that is exactly like Wildfire." the stallion said with glee. "I don't know how you changelings do it. Oh by the way I never told you my name. It's Lucky."

"Oh. Ooookay.. I of course meant to do that 100% definitely. So um.. please follow me up stairs."  Wildfire turned away from the overturned table and floated up the stairs testing her new wings with Lucky following close behind. Entering one of the luxury suits which had a bed and everything Wildfire turned to her meal and gave a big professional smile. "You're going to have to lead Lucky. I don't know what you want."

Lucky leaned in close to the mare his eyes hungry and the spell still tingling in the back of his mind. "I think I can manage that." he reached up a hoof towards the neck of the object of his induced affection yet hesitated to touch her. His hoof shook violently inches from Wildfire's chin his eyes locked on her face and his lips trembling. The mare reached out her own hooves wrapping it around Lucky's and steadying it. She drew his hoof against her snout and gave him a soft and warm smile. The stallion began to relax as his hoof pressed against her soft coat his insecurities starting to melt away and he returned her smile.

Suddenly Wildfire dropped his hoof and jumped off the ground flapping her wings. "You're hesitating." she said looking down at the pony. "Don't you want me?"

"Of course!" Lucky replied.

"Then come and get me." Wildfire said with a grin. Her smile turned to shock as the stallion immediately leaped forward catching the pegasus in mid-air between his forelegs and knocking her down onto the bed. The stallion's heavy chest pressed down against her own his face close. Wildfire opened her mouth slightly and the stallions leaned in his tongue lowered down and rolled over her lips licking her teeth, gums and the tip of her tongue lightly. Wildfire lifted her tongue to meet the stallions own catching only the end as he pulled back slightly. Frustrated with this pony's constant hesitance she tried to lift her forelegs to pull his head down. Unfortunately her legs were still pinned by his own holding her down. Extending her neck up and leaning forward as far as she could under the stallion. Her lips met his barely touching when he again inched back. Wildfire's changeling temper started to act up her eyes narrowing at the stallion's repeated pulling away inches out of her reach until she noticed the smug look on his face.

"Come on just a little further." Lucky said.

Wildfire's eyes went wide at mistaking his playfulness as his early hesitance. She began shifting wildly under the stallion trying to reach him. Struggling just an inch away she stuck out her tongue licking at his snout. Lucky opened his mouth his own tongue meeting with Wildfire's. Lucky again pulled back his head but leaving the tip of his tongue pressed against hers in the space between their mouths. Snouts apart their tongues pressed together in the space between them rolling and wrestling against one another. Lucky slide his tongue across her own one last time before pulling back and giving a last smug look.

Gritting her teeth eager for more Wildfire flapped her wings viciously against the bed the wing beats force knocking the stallion off his balance rolling him off of her and to the side. Having enough of being teased she rolled over onto his chest and slide her body down between his hind legs. Before her prey could react she opened her mouth and engulfed the flaccid length of his cock and ran her tongue furiously up and down its underside. After a moment she felt warm thick worm like organ begin to shift on its own growing stiffer and extend itself in her mouth. She pulled back as the hardening organ reached the back of her mouth and made her start to gag. Wildfire pulled back until she was sucking and licking only the tip. Waves of ecstasy came off the stallion feeding the changeling's hunger and growing its own wants. Pulling her head off the stallion she looked up at his face to enjoy the sight of his heavy breathing.

Lucky's snout pointed towards the ceiling his mouth open and panting and his eyes fixated on the light fixtures glow when suddenly the warm slick heat around his stallionhood stopped. Lowering his head he met his mare eye to eye watching him with interest. The throbbing between his legs had overridden much of his higher brain function and like a predator he leaped forward wrapping his forelegs tight around Wildfire's own legs and wings his mouth crushed tight against her own. In a swift movement he broke the kiss and rolled Wildfire onto her stomach and pressed her against the bed. Pressing his snout against her mane he pushed the hair out of his way and nipped at the back of her neck. His cock pressed between her hind legs the part of Lucky that could still process thoughts was filled with the realization that the forbidden want that he harbored for years was about to be realized.

"Ahhhhh!" Wildfire cried out as 6 inches shoved into her waiting marehood. Strong hips collided hard with her rump again and again as the stallion pushed in and pulled back over and over again. Only pulling 5 Inches it felt like 3 feet to the mare against her tight sensitive walls as Lucky pumped into her furiously with all the strength he could muster. Wildfire moaned and groaned a melody of rough sensual noises with a duet of snorting and grunting behind her ear from her partner all to a background of slapping, sloshing and heavy breathing their bodies made as they connected. The sounds of sex played like a symphony to the changeling mare accompanying her dinner. The only thing missing to her was lyrics. "Mmmmn! Oh Lucky yes come on! Come on Lucky! Yes! Harder!" she shouted out to the stallion on her back.

Lucky pushed harder and faster cheered on by his mare. Wildfire's rough tomboyish voice was exactly as he remembered it but her tone and the words were completely new and excited the stallion like nothing else. The pressure between his legs started to burn up but the feeling was too good for him to wait another minute after waiting for his dream mare for so long. Biting down just a tiny bit too hard on the back of her neck he pumped as hard as he could feeling liquid shoot up inside his hard length. As it pressed its way up he threw his head back in orgasmic pleasure as hot cum broke the threshold and poured into his mare. Jamming it as deep as he could into Wildfire's pussy he felt the liquid coat her walls and his own stallionhood. Collapsing on top of the pegasus he listened to her breathe and watched her red and blushing face. Pulling out of the mare he heard her give off a long somewhat needy groan.

"That was good." Wildfire whispered well fed but with a fire still burning between her hind legs. She began to try to stand on her shakily hooves when Lucky's forelegs wrapped tight around her stomach. Pulling as hard as he could he lifted the mare's front end off the ground bringing himself and her up standing on their hind legs. He leaned back and fell backwards Wildfire in hoof. Lucky landed on the on his back and Wildfire's back landed on his chest. Lucky's forelegs held Wildfire's chest and stomach and her wings drooped down onto the bed. "What are you..." Wildfire started before the leg across her stomach made its way down between her hind legs. "Oh." Lucky's hoof circled the dock at the base of her tail. All Wildfire could focus on was the fur on Lucky's shin brushing softly over her slit.

Lucky began nuzzling the mares snout softly as he teased her nether regions. "I think it's unfair I had all the fun Wild. I think you deserve a little attention. Don't you?"

"I'm fine I.. Ah!" Lucky's shin slid against her lips and over her clit. "Y.. yes, yes please." Wildfire mumbled. The ankle of Lucky's foreleg wrapped around Wildfire's dock and he moved the leg in tight fast circles his shin brushing her lips and clit. Wildfire opened her mouth and started to gasp. "Oh, oh, oh, yes." The leg brushed Wildfire repeatedly pushing her closer the ecstasy fighting against the tingling of her skin as she absorbed the love coming from her stallion. The small copy had never been more turned on as the perverse thought that her lover knew what she really was and was still trying to please her. No creatures really worried if their changelings were happy. Wildfire's wings gave small flaps and her four legs dug into the sheets below her. The mare went quiet her body stiff, she gave one small gasp as she came before her body melted over the stallion below her. Wildfire raised an exhausted hoof to her eyes and rubbed away the tears beginning to form. "Thank you." she whispered softly.

Lucky ran a foreleg over the mares chest. "I don't want this to end." he whispered in her ear.

Turning to face him Wildfire gave Lucky a soft smile. "I'm sorry it has to.." Her eyes began to glow green and Lucky stopped moving locked against his will in the temptress' eyes. For a minute he sat still under the glowing green gaze before falling into unconsciousness. Wildfire softly stroked the stallion's muzzle. "When you wake up the love spell will be broken. I hope you will come back here again." she said to the sleeping form.

Stepping off the bed Wildfire walked down the stairs behind her counter. A flash fire surrounded her in second and the soft mare she was, was replaced with the genderless fanged living weapon that was a changeling. Wildfire no longer its name but Mere it contemplated its first customer. No pony came but one suffering under a love spell by accident. One that it could have fed off of repeatedly if not for breaking the spell in his head. This was another of the many times Mere wondered if it was too soft on the producing races. He's not just food. the thought emerged from the back of the changeling's mind. Caring for some creature was not the changeling way, they had the emotions but meals are meals. Maybe though just maybe it wondered if it could ever have real friends here.

I wonder why no pony came today the changeling thought.

---

Meanwhile on the outskirts of Ponyville.

---

A grey pegasus lay unconscious below a large apple tree several apples lay around her. A dent was bashed in the side of the trunk above her head and a mailbag hung off a branch.

The owner of the apple farm Applejack approached the pony wreck crumpled below the tree. Shaking her head at the downed pegasus she just couldn't muster any anger towards the klutzy pony. It was all too common for her to crash into pretty much everything. "Ya alright there Derpy?" Applejack said poking the mare with a hoof. The pegasus began to stir. "Come on Derpy ya can't sleep here."

"Heeey! Oww!" Derpy rubbed her head a large bump on it. "How long was I out for." *Crack!* The tree branch above snapped under the weight of the mailbag pouring letters and a stack of about thirty bundled fliers down onto the mailmare. Applejack tried and failed to stifle her laughter. "Sometimes I feel like a living cartoon character." Derpy growled. The setting sun in the distance catching her eye Derpy realized that she had been out cold all day and hadn't delivered any mail.. "Oh no I'm going to be fired again for sure." Derpy turned to the still silent Applejack looking over a one of the dropped fliers.

"What in tarnation is this?!"

---

Mere walked about the front room of its brothel levitating cakes and plastic cups from the failed opening day and floating them into the trash. Hearing the clip clop of hooves coming from upstairs it turned to see Lucky trotting down the stairs. The changeling bowed its head. "Thank you for your patronage we hope to see you again soon."

Lucky smiled. "Thank you. It really was great after I woke I felt like a huge weight had been lifted. Well I better get on my way." Lucky dropped a small bag of bits on the counter. "I insist," he said before the changeling could remind him that opening day was free. "Oh can you not tell anypony about who I was with." The changeling's eyes perked up and it nodded eagerly. With that the stallion walked out the door.

Mere rushed behind the counter with a big grin on its face. Slapping down the photograph of Lucky and Wildfire it saw the same look in her eyes. I can send an invite to her for the same reason.. which is to break the spell of course. If anything else happens while I look like her cousin that's just an occupational hazard. the changeling thought. Hey maybe I'll get lucky.. again and misused love spells will be really common or something.

No longer deterred from its task the changeling retired to its room and crawled into bed and fell asleep.