Previously, in Applejacked:

The huge moon-mountain cat woke-up high in the branches of the tree where she had spent the night. The first thing she did, just as she had done every morning for the last five years, was attempt to dislodge the hated collar that constricted her neck. And just like every other time she failed. She then halfheartedly began to groom her ragged pelt and pretend that she hadn’t been behaving like some stupid feral wild cat for ten minutes, scratching and clawing at the collar. Thus began another day of wandering the wood in search of prey, and trying to work up the nerve to let the male who had put the collar on her in the first place touch her again.

This morning there was something different, however. She sniffed the air and wrinkled her nose at the unmistakable stench of raw chaos. One of the things her kind were hardwired to watch for. But, there was something else as well. Entwined with the scent of chaos was the perfume of caring and a desire to help those in need, no matter what. It woke memories of long ago before she’d been littered. Her muzzle wrinkled in confusion. The two scents just didn’t belong together.

Intrigued the cat followed the faint scent trace as it floated on the breeze. Her search eventually led her to a large deadfall where a forest giant had succumbed to age and size and fallen, taking down a dozen other large trees with it. The trail led her into the worst of this tangle and she squirmed and squeezed until at last she came to the source. A tiny pinprick of a magical gate. The cat was familiar with dimensional gates. The magic that sealed Caridoon off from the world was not without flaws. Small gates were the valley’s way of relieving stress. They popped up here and there, never lasting long. Mostly because she, or one of her kind, would find it and lick it closed. That was what her instincts told her to do with this one. But that scent! Somehow she knew that it promised relief from her bondage. She reached out, and with claws that extended far beyond the physical, cut open the edges of the gate. It ripped, growing up and down and then spreading until it was big enough that a very large feline could slip through. Which she did.

She emerged in a forest that was much cooler than the one she had left behind, and far less overgrown. In fact the area around her looked almost cultivated. There was no underbrush and no one tree crowded another for sunlight and nutrients. The cat didn’t care. She didn’t even notice. All she knew was there were no obstacles in her way as she bounded toward the scent that promised hope.

She soon reached the edge of a clearing and looked out at the source of the conflicting scents. A pale yellow Pegasus with a pink mane was pinned under a vile chaos-creature. While she writhed and twisted in the grass he methodically drove his thick cock in and out of her overstretched sex.

Lips pulled back from razor sharp fangs the cat crouched, getting ready to spring to the rescue of the pony who was the source of that scent of hope. But before she could launch her rescue the yellow Pegasus gave a shrill cry and shoved violently against her rapist, rolling them both over so she was perched on top of him. Only instead of pulling free from him and trying to flee she began to frantically pump her hips up and down.

When the chaos-creature had been the one on top he had stroked himself in and out of the mare a mere two inches at time with a pace as regular as clockwork. Now the cat could see, graphically, that he was much better hung than his short strokes might have indicated. The pegasus’s hips rose and fell at a frantic pace as nearly a foot of thick male shaft slipped in and out of her body.

Suddenly, the mare’s pace redoubled, she dug her hands into what the chaos-creature used for shoulders and screamed out. “YOU WILL LOVE ME!” Just as she gave a violent shudder and spasmed violently on top of him, her entire body shaking with the force of her orgasm as she slumped down on top of the creature she had just ravaged.

The cat was so surprised by these events that she slipped back into the sparse cover of some bushes and waited for developments.

After a minute or so of the Pegasus shuddering and squirming on top of her victim, she gave one last hip thrust and stilled. A moment later, she let out a gasp of dismay and sat up and looked down at the chaos-creature, her hands coming up to cover her mouth in shock.

“Oh! Oh, no! I did it again. I’m so, so, sorry Discord. Please tell me you’ll forgive me.”

The chaos-creature, Discord? twisted his head to the side. Small liquid crocodiles crawled out of his eyes and down his cheeks to vanish in the grass. “I just don’t know, Fluttershy. Each time you say you won’t do it again. And each time, here I am, violated brutally. I don’t know if I have it in me to forgive you again. Maybe we should go back to being just friends?”

“Oh, no. Please, Discord. I’ll do anything to make it up to you.”

Discord’s expression turned gleeful and his crocodile tears vanished in little puffs of steam. “Really? Anything?” he drawled out.

The cat gave a huge sigh and lay it’s heavy head down on her forepaws. It looked like she was going to have a wait before she could get her collar removed. If the pony who reeked of hope could even do it. She was female after all. And as the cat well knew only a male could remove the binding around her neck.

Fluttershy loved sex. It was like the world’s most wonderful hug. The most perfect example of affection there could be between two ponies.

But she was ashamed at how she acted when in the grips of frustrated passion. She lost control. She became violent. She lost all concern for her partner and only thought of her own release. Uncaring of his feelings she would treat him as nothing more than an object to grind around and against as she sought for that wonderful moment of completion.

After the disaster with her first colt-friend, Quickshot, she had vowed she’d never again put any other pony at risk from her lack of control. And she’d kept that promise, until Discord. He was so big and strong, and so very powerful. She had been sure he’d be safe. Only, he hadn’t been. She kept losing control, just like she had with Quickshot, and each time they had sex she ended up brutalizing her good friend while caught up in mindless rut. She’d even made him cry this time! She wept herself a bit at the memory. Her guilty feelings were not helped at all by the languid afterglow of a powerful orgasm. How could she feel so much pleasure from what had been a miserable experience for her friend. She knew he hadn’t enjoyed himself because she could still feel Discord’s hard length inside her. There was zero sign of softening, and she could not feel the warm wet sensation of a belly full of sperm. Evidence that while she’d had a wonderful experience Discord had not reached completion.

At least he hadn’t scuttled away from her with a fearful look in his eyes, and packed his bags and moved to another town. He was prepared to forgive her. Was prepared to allow her to make amends.

So, when Discord asked if she was serious about doing anything to make up for her behavior she didn’t even stop and think about her answer. “Yes, anything,” Fluttershy said, ducking her head so her mane fell forward covering her face, and her shame.

“Don’t be so glum, chum,” Discord cajoled her, chucking her under the chin with his forefinger. “Trust me. You’re going to love this.”

Fluttershy’s eyes popped wide. As he’d been talking Discord’s voice had altered, going from masculine, to feminine in tone. At the same time she felt his body shift under her, growing smaller, even as his shaft simply vanished from inside her.

Looking down Fluttershy confirmed what she’d already expected from the evidence of his, or rather, her voice. Discord had shifted gender. Her body was smaller, and despite still being a mishmash of different species, clearly feminine. Of course the pair of huge golden breasts that had sprouted on her chest and covered a good part of her upper torso was sort of a giveaway.

Being a tiny bit distracted Fluttershy merely noted in a corner of her mind that these particular breasts had looked much more in proportion on Applejack. She just hoped they were copies and that Discord had not temporarily borrowed them leaving poor Applejack as flat as a board.

The reason, or one of them, for Fluttershy’s distraction was Discord’s penis. It lay across Discord’s stomach with the tip pushing between the cleavage of her new breasts. So was Discord a female, or a male? Or did the question even matter given Discord’s nature? He could very well be both.

But aside from the penis being there at all on Discord’s female body there was something wrong with it. For one thing it was nearly half again the size of the one Discord had used to fuck her on all previous occasions. While she was perfectly aware that with Discord such things were only limited by his personal wishes, he had never chosen to use such a large member while screwing her.

She felt guilty all over again at being a bit miffed about that.

It took Fluttershy a moment to realize what was so strange about Discord’s penis, besides the obvious fact of its size. Discord’s penis was upside down. She was looking at the top of it and not the bottom as would be expected given their positions. In fact, given the orientation, it looked more like it has sprouted from Fluttershy and not Discord.

And that was all it took for Fluttershy’s mind, which had been in full on denial mode to acknowledge that Discord had not restricted her gender-swapping to herself.

Once her, or rather, his, mind accepted the reality, other things registered. His well-muscled chest which was seriously lacking the breasts that Fluttershy was more than a little fond of. The fact that Discord had not so much gotten smaller than Fluttershy had gotten bigger. How much bigger was hard to tell. It was always possible that Discord had shrunk even more than Fluttershy thought. And of course, the elephant in the room, or rather the penis on Discord’s belly. He had a male member.

Around about this point many who knew Fluttershy would have expected him to be in a full on panic attack. But Fluttershy had learned very quickly that getting upset only encouraged Discord. Calmness was the secret when dealing with him. And frankly, after some of the things Discord had pulled, this was actually not that bad. It was even a bit interesting. Fluttershy really didn’t want to encourage Discord, but he had to admit he was a little bit curious as to what it would feel like to be the male during a sexual encounter.

Some things about his new body did disturb her, however. It was very clear that Discord had done a little research. Because while being male was new, there were other things about Fluttershy’s new body that were unfortunately all too familiar. The very non-herbivore teeth his tongue discovered filling his mouth for instance, and the two long sharp fangs that jutted down from his upper jaw and bracketed his lower. Just right to suck the succulent juices from helpless apples. A pair of huge batwings that had replaced his normal petite feathered wings. The sudden increase in his ability to hear the tiniest little sound. He knew if he checked he would find that his ears would be several times as large and much more fluffy. One last thing to check. Fluttershy craned his head around and looked at his naked flank. The three dancing butterflies that were his cutie mark were no longer there. They had been replaced by three cheerful and cute looking bats.

Fluttershy knew that the changes were temporary and likely to be of short duration if only he avoided rising to Discord’s bait. The very best way to deal with this would be to simply act as if nothing had happened and that he had no interest at all one way or the other.

Unfortunately, while Fluttershy had become quite skilled in concealing his inner turmoil from Discord. He now possessed a barometer that was far more honest about his feelings. Because despite it all, Discord was more than cute in this form, and Fluttershy knew exactly what his friend was hoping Fluttershy would do with the over-sized cock he now sported. That brand new dick swelled, growing thicker, and a tiny big longer. As it grew stiffer the tip lifted slightly off of Discord’s chest, leaving behind a small puddle of pre-cum. The sensation was strange and slightly familiar at the same time.

“Discord,” Fluttershy said, using the calmest voice he could muster, while hoping Discord wouldn’t notice what was happening between Fluttershy’s legs. He wasn’t all that surprised to discover that he once again had that deep base voice that had caused him so much embarrassment on previous occasions.

“Do you think these are a bit too much?” Discord asked in her new, disconcertingly feminine voice. Thankfully she wasn’t looking at Fluttershy penis. Instead she was squeezing her huge golden breasts together creating a virtual canyon of cleavage. This did nothing at all to calm Fluttershy down. He’d never realized before how luscious Applejack’s full firm breasts looked. Like a giant pair of golden delicious apples. Fluttershy’s mouth filled with drool as he fought the urge to lean forward and see if they tasted as good as they looked.

“How about these?” Discord asked. With a bang of streamers and confetti the large golden breasts popped, which was more than a little disturbing, and were replaced by a pair of bounteous pink breasts with deep strawberry red nipples.

In fact, upon a closer look Fluttershy saw that they actually were tipped with strawberries. Well, apples were his preferred treat, but strawberries were good too.

Fluttershy opened his mouth to comment on this, and then realized he was letting Discord derail his objections to their current genders and the consequences thereby. He quickly returned to the upright position.

“A bit too fruity I think. How about these,” Discord took hold of her two strawberry nipples and yanked, earning a wince from Fluttershy. Like a drop cloth covering a surprise the pink breasts were drawn away to reveal a pair of snowy white breasts dipped with nipples so dark they were almost blue. “Now these are very elegant you must admit, Fluttershy.”

“Yes. They are very nice,” Fluttershy said trying his best to keep calm. It wasn’t the first time he’d been asked an opinion on this particular set of breasts. Just about every visit to the spa with Rarity included her arching her back and standing in profile to Fluttershy while asking, “Do you think I’m sagging, dear?” But while he’d always admired Rarity’s looks, and felt a slight attraction, he’d never reacted this strongly to them before. They might not have been as tasty looking as Applejack’s and Pinkie Pie’s breasts, but they still drew him like a flower draws a bee.

“But maybe a bit too elegant. Don’t you think? Not the sort for outdoor sports.” With a poof the lovely white breasts disappeared and were replaced with a smaller set of perky purple tits. “No. I don’t think so,” Discord said with a frown. “I feel like I can expect a lecture on proper behavior at any second.” With a poof they vanished. “Now these are nicely sporty,” she purred in appreciation as she fondled a perfect copy of Rainbow Dash’s petite breasts. “Bet you can’t wait to take them out for a test drive. Vroom vroom, Fluttershy.” she said, fluttering her long eyelashes at Fluttershy and giving him a languorous look from underneath them.

Fluttershy squirmed, and given that he was sitting on top of Discord this only increased his discomfort levels. Unbidden the sight of those perky tits called up memories of his good friend Dash. Fluttershy had grown up with Rainbow Dash. Has seen her go from a flat-chested blank flank to the petite athlete with the perfectly proportioned breasts she was now. How often had he flown behind Rainbow Dash as that hyperactive individual dragged her hither and yon. And how could not help but notice how attractive Rainbow’s tight little ass was on any of those occasions. Even with it just being a remembered image his hands itched to reach out and fondle those firm cheeks. And his fully erect cock showed that he was not interested in stopping at just merely touching.

It took an enormous effort of will for Fluttershy to disperse those images from his mind. Oh, how he wished like never before for a convenient interruption that would get him out of this fix. Which was why he was actually rather happy when a huge cat stalked into the clearing and straight toward them.

Mind you, this was Fluttershy. His normal reaction to the appearance of the cat would have been concern over how mangy and distressed it appeared, not panic that a huge carnivore was within striking range. Clearly it was suffering, and equally as clear he needed to do something to alleviate that condition. No cat who was in anyway happy or healthy would allow itself to become so dirty and mussed.

“No. No. No! This will not do. We are busy here you mangy beast. Take a number if you don’t mind.” Discord raised her hand in preparation to snapping her fingers and casting a spell.

“Discord! No!” Fluttershy said in a booming voice that brooked no argument and startled even the mistress of chaos. But did not stop Discord’s fingers from snapping.

The cat had been lurking in the bushes, trying in her muddled mind to discover why she was so sure that the kind one would be able to help her. The sudden transformation into a male answered that question. The big cat hadn’t wasted any time after that, and with no thought of caution had headed straight for the kind creature and the disgusting chaos being, Discord.

It came as no surprise when Discord attempted to cast a spell on her. That was what such beings did. But what the monster could not know was that the cat was immune to his particular brand of magic. The Goddess of Fluffy Bunnies had seen to that when she had crafted the cat and others like her to patrol the border lands of Caridoon.

Despite her smug belief in her own invulnerability the cat got a scare when the cast spell did not simply dissipate against her body, but clung and sparked. Lightning arched all around her as the spell attempted to find purchase. She hunched down against the ground, her fur standing on end and her tail looking like a brush. Moments later, with one last crackle, the spell, having failed to discharge against the cat, bounced back to its source.”

“Well, poop.” Discord said in resignation as the spell hit her. There was a flash of light, and she vanished out from under Fluttershy. Or seemed to. Blinded by the light Fluttershy failed to see the small glass charm that looked exactly like the female Discord fall into the grass.

Fluttershy looked around, and gave an annoyed snort when he saw that Discord had vanished. Really, at times Discord seemed like a two year old howling on his mama’s apron strings because she would not pay attention to him. He was likely lurking about somewhere waiting for Fluttershy to get worried about him. Assuming he’d changed back to what Fluttershy thought of as his normal gender. Fluttershy had to in honesty confess that he’d be a bit sorry if Discord had abandoned his feminine gender.

A nudge from the big cat who had caused all this upset reminded Fluttershy that he had a critter in distress to see to. “Oh, you poor dear,” he said sympathetically when he spotted the dirty black collar buried in the cat’s ruff. “Who could have been so cruel as to put something so tight on you?”

Fluttershy was worried. Without fail the only way to undo a collar was to pull it slightly tighter in order to free up the clasp. But as far as he could see there was zero slack in this collar. On top of that he could not see a clasp anywhere.

“Now, don’t be afraid. I’m just going to try and find where your collar is fastened,” he crooned gently as he reached forward to run his fingers over the cruel restriction. No sooner had he touched it, however, then the collar sprang open and fell into his hands.

“What?” Fluttershy exclaimed in surprise. He looked down at the simple strap he was holding. As far as he could tell there was no latch or catch to attach the ends. Yet somehow it had clung together firmly till he touched it. The only answer was magic, of course. He would need to get this to Twilight and have her examine it. After Discord restored him back to his proper gender. He already took enough teasing over the two periods he had spent with a deep masculine voice while a mare. He could just imagine how Rainbow Dash would react if she were to see him like this. And while his other friends would be much more polite about it, they too would find humor in his misfortune.

Fluttershy was not the only one staring at the collar in his hands, the big cat was as well. Her eyes were wide with shock, as if she hadn’t really expected him to be able to remove the device. She began to tremble and suddenly let out a loud yowl of emotion. She began to roll frantically on the ground while dust and burr type seeds filled the air like a smoke screen.

She had been really dirty.

But as Fluttershy squinted through the dust storm, he became aware that this must be an afternoon for transformations because a bright green light was radiating out from the cat who seemed to be fracturing like it was about to shatter into a million pieces. And then, it did. But the parts only flew away a small distance and then reversed course and coalesced into a single mass once more. Only now the figure standing in the middle of the dust cloud was not a cat, but a pony. And as the dust settled Fluttershy felt fear and worry as she recognized the pony standing there.

“Oh! You have no idea how wonderful it is to be free of that dratted collar. Thank you, thank you, kindness,” the pony caroled at Fluttershy in an all too familiar voice.

“You. You’re a Changeling,” Fluttershy stammered out as he looked at the perfect duplicate of his female self. “I’m not going to let you eat my love,” he said, trying to put on a brave front as he backed away slowly, getting prepared to bolt for his life. He didn’t care if he became the laughing stock of the entire town. Everypony had to be warned.

The creature wearing his female body looked nauseous. “Eat love? That’s disgusting. Do you know what that would do to the victims? There are enough beings out there already who don’t have a drop of love in them. Why on earth would I eat what there is? I’ll have you know that I only eat the most robust hate and spite. It’s what the goddess put on the menu for us. Bless her, and pray she returns soon.”

“You eat hate? But, that must taste awful,” Fluttershy said, wrinkling his muzzle in disgust and giving the strange changeling a sympathetic look.

“I could say the same thing about grass,” the changeling said with a shrug. “It’s my natural food. It makes me feel all warm and gooey inside. Mind you, it does have its downside. I was posing as a female unicorn when I fell into the hands of the Unicorn King’s guards some years back. It took me months to lose the weight I gained from being gang-banged constantly by those evil bastards. Of course they were useless to him by the time they were done with me, and I with them. I heard later that some of them started up a home for homeless kittens. It’s just too bad they kept me to themselves. If I’d gotten into the king’s clutches Caridoon might be a nicer place today.”

“Caridoon?” Fluttershy asked, trying to make sense of what the stranger wearing his proper body was saying.

“The valley on the other side of the gate I came through,” the changeling said. Then her eyes went wide and she yelled. “The gate!” before taking off at a full gallop.

Fluttershy, much to his surprise, found himself running after the changeling. He was worried about what had upset her so much, plus he still didn’t really trust her. But to his chagrin he found himself focusing more on her naked plot than on the fact she might be luring him into a trap. Suddenly all those comments and come-ons from complete strangers made a lot more sense to him. He was a very attractive mare. He was a bit embarrassed to find himself becoming aroused. Was it totally perverted to be turned on by your own body?

An even worse thought occurred to Fluttershy. Maybe Discord had done more than just switch his gender; and species. It would have been just like Discord to turn Fluttershy into a copulation machine for the duration of his time as a male. And then to go off to pout while leaving Fluttershy to face the consequences. That had to be it. He’d likely feel the same way about any mare’s plot. Thank goodness he wasn’t really a pervert after all. He was just once again the victim of Discord’s random sense of humor.

The changeling skidded to a halt and stood looking at something. Fluttershy shifted his gaze from the way the changeling’s tail waved in the air, revealing and concealing her sweet plot, and looked past her.

There floating in mid-air a couple of feet off the ground was a silvery mirror. It was circular, but the edges seemed to fade in and out of sight. “Oh good, it hasn’t ripped open,” the changeling said, relief clearly present in her voice. “That would have been so, so, bad. It would have merged this entire area into Caridoon and the prisoners would have been able to just walk from there to here.”

“Prisoners?” Fluttershy squeaked. Or at least came as close as someone with a voice that deep could come to doing so.

“The worst of the worst. Vile rapists and murderers that have been sealed into Caridoon so they will never again trouble the wide world,” the changeling said. She spoke with venomous dislike of the beings on the other side of that silvery mirror like portal.

“I’d better tell somepony,” Fluttershy said. “Twilight will need to be warned.” Unspoken was the fact that if he ran off to warn everypony, he would no longer be anywhere near this place if the monsters the changeling was talking about started to come through.

“Oh don’t worry. These things pop up every now and then. The other side is nowhere near any of those criminal scum. It should fade away in a little while. They’ll never find the gate before that happens.”

“But you said they’d be able to walk right through,” Fluttershy said, edging back from the shiny disk.

“If it ripped right open. Relax stud-muffin. I won’t let the big bad boys touch you,” the changeling purred. She turned away from the portal and looked at Fluttershy from under half-lidded eyes, her entire posture turning languorous as she stalked back toward him.

Fluttershy’s eyes widened and he backed away, only to back right into a large tree. The changeling moved right in till her body was pressing against his. “Did you know that I was in heat for the entire five years I wore that stupid collar?” she asked. “Do you have any idea what that’s like?”

Fluttershy shook his head, while trying to ignore what the feel of his own breasts felt like pressed against his currently masculine chest. This was so confusing.

“It was hell. I didn’t just look like a cat. I had the instincts and thought processes of one. There are no male moon mountain lions. We’re all changelings. That’s the form the goddess gave us to protect the high boarder. I needed a male who would pounce on me and take me by the scruff of the neck and shove his big barbed cock up inside me, ripping and tearing until my body knew it had been fucked and the heat faded. But the stupid Ursine who put that collar on me couldn’t pick up a clue if it bit him on the ass! And he was so slow! Do you know how frustrating it is when the stupid male you need to fuck you can’t catch you to do it?”

Fluttershy shook his head again.

“But I’m not a cat now,” The changeling purred. She ran her hands over Fluttershy’s muscular chest and leaned in and gave one of his tiny male nipples a long slow lick. “And even if I was I bet you’d be fast enough to catch and fuck me.”

Fluttershy’s big bat wings snapped outward like the sails on a ship catching a sudden gust of wind. “Ahh, Miss... I’m sorry. What is your name?”

“Name?” the changeling looked surprised. “I’ve never had one. I know who I am. And my sisters know who I am. Why would I need a name?”

“Well, it makes it easier for a pony to talk to you.”

“That’s never been a problem. The ones I feed on call me stupid slut, or cunt, or bitch.”

“Oh, I couldn’t do that. I think I’ll call you... Cat? If you don’t mind that is?”

“I... think I’d like that. You really are so delicious. Your kindness makes me go all gooey inside. See.” Cat took Fluttershy’s hand and pressed it between her legs. True enough her sex was swollen and wet with arousal.

“I thought you said you didn’t eat love,” Fluttershy gasped. He tried to push himself back through the tree, as the other option was to shove Cat away. And that would just be rude.

“I don’t. It contains zero calories. That doesn’t mean I can’t taste it, or your kindness. I’ve been subsisting on a diet of hate and spite for centuries. Surely you won’t deny me a taste of your lollipop,” Cat said as she slid down Fluttershy’s body and took his big shaft into her hands.

Fluttershy gasped as Cat kissed the head of his cock. The sensation was unlike anything he’d ever felt before, but at the same time reminiscent to when Discord would use his long tongue to probe every inch of her cunny. “I don’t think...”

“Good. You shouldn’t think,” Cat purred as she ran her tongue up the underside of Fluttershy’s dick. “But, if you must think, think of poor me spending five years in heat. You have no idea how much I need this.” She looked upward at Fluttershy with wide liquid eyes. Exactly like Fluttershy’s pets right after they’d cleaned their food dishes and were begging for seconds. Only poor Cat hadn’t had a meal in ages, she was genuinely starving for affection. How could Fluttershy deny her something that was so easy for him to provide? Part of Fluttershy knew he was trying to justify what he already wanted to do, but that didn’t change the fact that it would be cruel to deny Cat. Wouldn’t it?

All thoughts of resistance fled Fluttershy’s mind as Cat opened her muzzle and engulfed the flair of his cock. It was so surreal to look down and seeing what to all appearances was his female self, bobbing her head up and down on his throbbing dick. More than any of the physical changes he had undergone it drove home just how much Discord’s little prank had changed his view of the world. How many times had Discord had this point of view? And had it turned him on as much as it was doing to Fluttershy?

The stimulation, both tactile and visual proved more than Fluttershy could endure. He felt a sudden surge of relief and pleasure and Cat gagged as he flooded her mouth and throat with a huge load of sperm.

Cat gulped frantically, but was unable to contain it all. Spunk bubbled out around her lips and drooled off her chin and onto her heaving breasts and when she pulled back the last few shots spread sperm all across her face. “Yummy,” Cat purred, using her hand to wipe some of the thick coating off her face and into her mouth.

“What the hay!” A shocked and unexpected voice yelled out.

Fluttershy gasped, flushing with shame as he twisted his head around to see Rainbow Dash floating in mid-air looking down at him and Cat, a look of loathing and horror on her face.

“You monster!” Rainbow sputtered. “I’m going to smash in your face for this.”

Fluttershy felt panicked, and ashamed. Clearly just like he had, Rainbow had figured out that Cat was a changeling. He knew her friend would not sit still long enough for him to explain that Cat was a good changeling, and that she hadn’t hurt him. Panicked at the thought of Cat suffering for something that was Fluttershy’s fault, and unable to bear the thought of confessing it, he acted without thinking of the consequences. He tossed Cat over his shoulder, marveling at how small and light his original body was, and jumped through the portal into Cat’s world. Once he was sure the changeling was safe he’d come back and explain to Rainbow Dash what had happened. He flushed even deeper at the thought of facing Rainbow Dash in this male body. Maybe he’d wait a little while. Discord was likely getting a huge laugh out of this, but eventually he’d come through the portal and change Fluttershy back into herself. Wouldn’t he?

Rainbow Dash stared in shock at the silvery portal through which the horrible bat-monster rapist had carried Fluttershy. Despite the seriousness of the situation she couldn’t help but think that once again Daring Do had been a fountain of true information. Evil male mirror twins were a real thing.

But flapping around like a headless chicken wasn’t going to save Fluttershy. She prepared to dive through the gateway after the departing evil Fluttershy who had kidnapped her friend.

“Rainbow Dash. We command you. Hold!” It was the sheer force of the words more than the content that blew Rainbow Dash back from the portal. Her wings flapped furiously to stay in place as Princess Luna settled to the ground between her and the shiny mirror like object. Luna speared Rainbow Dash with a look of total command to back up her order.

“What are you doing, Luna?” Rainbow demanded. In her agitation she wasn’t seeing one of her rulers, but an obstacle stopping her from saving Fluttershy. “They’re getting away. I have to save Fluttershy.”

Luna’s eyes narrowed in displeasure at the cavalier way Dash was acting toward her. In her own agitated state she had reverted to her primary mind-set. One that did not tolerate such familiarity from a subject. “We tell you hold! You may not enter this portal. The very fate of Equestria may rest on it!”

“Nuts to that,” Rainbow swore. She attempted to dart around Luna to get to the portal and was swept up by the Alicorn’s magic and tossed a hundred feet into the air.

“Thou dare? We have given you an order. Thou wilt obey, or next time we shall not be so gentle with your impertinent self.”

“I’ll give you impertinent right up the ass,” Dash muttered as she tried to calculate some way of getting around Luna.

“What was that?”

Rainbow suddenly realized pissing off the Princess of the Night, and the second most powerful pony in Equestria, would not help the situation. “Sorry Princess Luna. I’m just so worried about Fluttershy. That bastard has already face fucked her. Who knows what he’s doing to her now while we stand around with our hooves up our fucking asses!” Rainbow Dash’s voice had risen all through the last sentence, all thoughts of not making the princess angry forgotten in the heat of her emotions.

Luna fairly steamed with annoyance, but she also reminded herself that she was facing a hero of Equestria. While the silly foal’s behavior would be unforgivable under normal circumstances, she had a just reason for her worry and agitation. Luna drew a deep breath, and in as calm a voice as could be managed said, “We tell you truth. Dire as your friend’s situation is, the threat to Equestria is far worse. Fly to Twilight. Bring her back here. We will explain matters to her.”

Rainbow fumed, but could see no way around the situation. With a scream of frustration she turned over and flew with all her might toward Twilight’s castle. She was kicking herself for loafing along on the way back from Griffonstone. If she’d pushed herself she would have been here hours ago. With more than enough time to save Fluttershy. This was all her fault. And that bitch Luna wasn’t giving her a chance to make things right.

The autocratic way Luna had shut her down had Rainbow so mad she could barely see straight. It wasn’t like she had the authority to do it. Just the power. Princess Celestia was the ruler of Equestria, after all, not Luna. Just wait till Twilight gave Princess Celestia an ear-full of Luna’s behavior. If there was any justice in the world little sister would not be able to sit for a week.

“puff- Dash- gasp- wait.”

Surprised Dash whirled in place to see Gilda flapping toward her. The Griffon look exhausted and she wavered in the air as she flew. “Gilda? What the hay? Why aren’t you back in Griffonstone?”

Gilda’s expression turned evasive and she could not quite meet Dash’s eyes as she said, “Well, you got to meet my fuck partner. I thought I’d check out this super scary hot coltfriend of yours.”

For a moment Rainbow drew a blank, but then she remembered her boast back in Griffonstone. Under normal circumstances she’d be flying into a panic trying to drum up a stand-in to pose as her coltfriend, but Fluttershy took priority. Still, she wasn’t about to admit she’d lied. “He’s out of town at the moment. I got more important things to worry about. Like how to get past an alicorn with a stick up her ass.”

“Sounds like fun. How are we going to do it?”

Rainbow Dash blinked in surprise, and then developed a calculating look as she scanned the area around them. Down below was the Cutie Mark Crusader’s clubhouse. She could see the girls laying around the pond, naked as the day they were born. Not surprising. It had been weeks after Dash got her cutie mark before she’d started wearing stuff that would cover it up. If it would not mean they’d get their bottoms tanned she bet they’d be going to school in the nude. Spike was with them, basking on top of a flat rock, and doing his best to not look like he was not checking out the curves that the crusaders were starting to develop. Under normal circumstances Rainbow would get a lot of mileage out of teasing the young dragon about that. But, none of that mattered at the moment. What was important was that they’d be able to carry a message to Twilight, while Dash took a more direct route to saving Fluttershy.

“Hold that thought,” Rainbow Dash told Gilda. “I just have to send a message and then I’ll tell you how we’re going to do this.”

Now that the annoying distraction had been done away with Luna was free to examine the portal. She scanned it with her magic and quickly discovered that the rift was slowly closing. In two or three days if left on it’s own it would be gone. That was not acceptable.

According to Sunny Days, the current incarnation of Luna’s sister Celestia, who still had a tentative connection with her Alicorn spirit, this gate should lead into the fringes of Caridoon. The perfect spot to send in spies and infiltrators. It would be months before they had enough trained ponies to start the process however. Inadequate preparation could cause the entire plan to fail, costing them their one chance to get back Sunny Days’ Alicorn spirit and turning her from a hyperactive teenager back into the wise and sneaky Celestia.

Secondly, Caridoon could not be allowed to continue to exist as it was. Not just for the sake of the poor females who resided there and were reduced to being nothing more than property, but for the safety of Equestria. King Duneyrr had proven he was more than prepared to attack from the shadows. He had to be taken down.

But, it was possible that they had already failed. Rainbow Dash’s tale of Fluttershy’s kidnapping had not left Luna unmoved. She would have ached for any mare who found herself in the clutches of the vile beasts of Caridoon, but Fluttershy was a friend of Twilight’s. And thus special to Luna as well. But as the current sole ruler of Equestria Luna had to weigh her options against that responsibility. Sending a force into Caridoon, with it’s natural magical defenses, was certain to fail. Worse, it would alert the leaders of Caridoon that Equestria had discovered the gate. It was possible that Fluttershy had been kidnapped to protect the secret of the gate. If that were the case Luna could expect spies from the other side to come through, and she’d be ready for them. It was also possible that the being who had kidnapped Fluttershy was just a random citizen who had taken the opportunity to grab an attractive mare. If that were the case he would likely keep the secret to himself and return to capture more mares. Females represented wealth to the males of Caridoon, and like all greedy thieves they were unlikely to share a windfall with their fellow criminals.

In either one of those scenarios the captured infiltrators could be forced to reveal Fluttershy’s location and situation. With that information a clandestine rescue operation might be mounted that had a much better chance to save the shy pony than simply flying in blind.

That was the logical action to take. But despite that Luna had to fight the inclination to swoop through the gate and seek out those who had taken Fluttershy herself. Unfortunately, or fortunately, she did not have the luxury of taking that action. With Celestia diminished Luna was now the paramount ruler of Equestria, and she did not have the luxury to put herself in danger and risk leaving her subjects helpless in the face of Duneyrr’s forces.

Luna didn’t know how Celestia had managed it all these years, forced to send weaker ponies into dangerous situations because her responsibility left her no other choice.

But before action of any sort could be taken, Luna needed to stabilize the gate. If it was to be of use to them it had to become a permanent, guardable, portal.

Luna’s magic reached out and plucked suitable trees from the ground. It then shaped the wood, and infused it with the required magic before using it to frame and lock the portal. When she was done she was left with what looked like a full length mirror standing in the middle of the clearing framed in heavy rough hewn timbers of surpassing thickness and strength. Infused with her magic as they were it would take a major assault from this side to shatter the bonds that now held the gate captive.

This action was not without risk. By constraining the portal she had created stresses that could, if the framing were destroyed, result in the gate ripping all the way open and for all intents and purposes merging Ponyville with the corresponding area in Caridoon. Which was why she would stand guard here until the Royal Engineers could build a protective structure around the portal.

“Hey, Moon Butt. Do those things glow in the dark? Bet they provide great landing lights for any Pegasus pony coming up behind you in the dark.”

Luna whipped her head around, outrage filling her at this crude assault on her honor. “Who dares?” she cried out in her best royal Canterlot voice.

“I dare,” A griffon shouted from high up on a tree branch. She turned around and pointed her ass directly at Luna. “If you don’t like it. Why don’t you come kiss my furry ass.”

“Impudent trollop. We shall teach you respect,” Luna said in her best haughty voice. She rose a few feet into the air and faced the griffon. “Apologize!” she demanded. Once upon a time she would have moved to physical chastisement instantly for such an insult. But this was not a thousand years ago when Griffons were enemies. They were now allies and citizens. As such Luna could not simply use her magic to hang the creature up in mid air by her limbs and switch her bottom till she begged for mercy.

At least not till she made a token effort to end this without such methods.

“Ahhh, stick it up your fat ass,” was the griffon’s response.

Luna’s face grew red with anger. Her worry and feelings of guilt compromising her ability to think rationally. “Very well. You have left us no choice. Prepare to suffer your well earned chastisement.” Luna found herself growing a bit warm in anticipation. She’d been forced to spank Sunny Days on several occasions in the last few days when the foolish foal had exceeded the boundaries placed on her. She had found the experience rather enjoyable. She wasn’t sure if it was because Sunny had been her big sister, or it was the act itself. It would be an interesting test to see if chastising this trollop's nether regions was as stimulating as turning Sunny’s golden ass red.

A sudden flash in the corner of Luna’s eyes caused her to twist in mid-air. Just in time to see the tip of Rainbow Dash’s tail vanishing inside the just framed portal. “Nay!” she cried out. For a moment she had an overwhelming urge to fly through the portal and drag the foolish and disobedient mare back by her multi-colored tail. And then to warm her bottom till she could not sit down on anything harder than a cloud for a month. But the same reasons she had not been able to chase after poor Fluttershy still existed.

But if one target was denied her, Rainbow Dash’s accomplice was still within her reach. She turned around in the air again and shot across the distance between her and the tree the Griffon had been perched on. The griffon was not where she had been, nor was she in the sky. That left only her cowering under the cover offered by the leafy tree. “Thou shalt not escape,” Luna promised as she began to strip the tree of its branches. In seconds all that was left of the tall elm was a denuded shaft of wood. And no Griffon.

“You’re going to have to move that fat ass faster if you want to catch this cat,” the hated voice called out from behind Luna. She turned just in time to see the griffon spank her ass insultingly before diving through the portal.

Luna hovered in mid-air, enraged that a pair of foals had got the better of her. “I say to thee, nay!” she yelled. Exploding with rage. Her magic reached out and plucked all nearby boulders and trees and piled them around the portal. Then she piled dirt on the mound. When she was done nothing bigger than a mouse could have possibly hoped to slip through the makeshift barrier and into the portal. Despite her anger, she was careful to leave enough room inside the barrier to accommodate the returning miscreants if they were actually able to find and rescue Fluttershy.

Barring that eventuality the barrier would stay in place till the engineers could build a proper containment around it. And a guard contingent could come to relieve her of the duty of guarding it.

Despite her anger, Luna sent a heartfelt wish of success after the foolish stubborn Pegasus who had done what Luna had not been able to justify doing herself. She prayed Rainbow Dash would find and save her friend. Luna did not know how she was going to face Twilight if that was not the case.

Fluttershy stood on top of the tree canopy and looked out over an immense valley. An unending surface of greenery spread out as far as his eyes could see, and behind him he could see massive stone cliffs that vanished into the cloud cover far overhead. Despite how far off the ground they were they were surrounded by life. A massive cloud of blue butterflies lifted off the top of a nearby tree, followed by small furry animals that jumped after them. All around himself Fluttershy’s more sensitive hearing could make out the sound of thousands of critters moving and feeding all around him.

It had taken him a good ten minutes of wiggling around interlocking tree trunks and branches to make it to this point nearly three hundred feet off the ground. Cat had led the way, and Fluttershy had constantly bumped his head against tree branches due to not looking where he was going. He had endured it, because looking up would have meant looking straight at Cat’s plot. And while it was an exact duplicate of the one Fluttershy had possessed his entire life, he had never seen it from this angle, and was disinclined to do so now. He was pretty sure what he and Cat had done on the other side of the portal wasn’t incest, technically. That didn’t stop him from thinking he was an enormous pervert for getting so hot and bothered by the presence of a copy of his nude female form.

“Here. You must be thirsty after that climb,” Cat said, handing Fluttershy a round purple fruit he he plucked from a nearby branch.

The firm fruit was nearly as big as Fluttershy’s head. His stomach rumbled and he was overwhelmed with hunger as his fangs dropped down. He bit into the fruit and sucked. The juice was sweet and spicy and left a warm feeling where it pooled in his belly. He hadn’t realized how hungry he was until he’d tasted it. He lost control and sucked frantically drawing every drop of the juice out of the fruit and leaving it a withered husk.

“Woah. Looks like I’m not the only suckubus around. Get it? Suck?” The only reaction from Fluttershy was a blank look.

“Well, okay, maybe not all that funny. So. How long are you going to stick around?”

Fluttershy blinked his eyes, and ducked his head down to hide it in his mane. He was feeling embarrassed by his earlier reaction to Rainbow Dash’s presence. He should have simply shielded Cat from Rainbow till she could duck through the portal and then explained to his friend what was going on.

He flushed as he pictured the scenario. Bad enough to be caught in this body, but Rainbow Dash had seen him spurting semen all over Cat’s muzzle. Fluttershy just wanted to curl up and die from the shame of it all.

“I don’t know. A little while I guess. If that’s okay?” he asked tentatively, while speaking through his mane.

Cat was silent for a moment. Then she brushed his mane away from his face and looked straight at him. “I was in hell for five years. If it takes five more years before you’re ready to go home I won’t regret a single moment of them. I’ll look after you for as long as you need me.” She paused, a thoughtful look on her face. “Though, you’ll have to allow me to duck into some towns here and there to feed. Sweet as you taste you don’t meet my dietary requirements. And I haven’t had a proper meal in years. Sitting just outside the ring of light from a campfire and sucking down random hate and spite just doesn’t do it. And if you want a little variety yourself there will be lots of assorted females there who will take care of you.”

Fluttershy was still processing Cat’s promise to take care of him. As if he was a lost critter. It didn’t upset him, quite the opposite. It calmed the panic that was building in his mind. Still, it would not be fair of him to take advantage of her gratitude. He had freed her because it was the right thing to do, not in anticipation of some reward. “Oh, I don’t think I’ll need nearly that much time,” Fluttershy hastily said. He didn’t really understand what Cat was talking about when she mentioned females taking care of him, but he had a sneaking suspicion he’d be happier not knowing so he didn’t pursue it.

“Well in that case, do you want to let me finish thanking you properly? We were interrupted before I could do a proper job of it,” Cat purred, nuzzling up against Fluttershy and running her hand down his bare belly till she could fondle his semi-erect cock, which was still coated with the drying remains of her earlier blowjob.

Fluttershy snapped out his large batwings and sprang back and into the air, feeling flustered and guilty at the surge of temptation that had electrified his body. Once again he wondered if Discord had added a little extra in the libido department to this form. Not wanting Cat to think he had rejected her advance out of disgust, when what he was feeling was anything but, he hurriedly said, “Oh, no. That’s fine. You don’t owe me anything. I was happy to help.”

Cat’s cheerful expression faded, and one of guilt replaced it. “You’re wrong. I owe you more than you know. I just hope when you discover what helping me has cost you it won’t make you hate me.”

“Oh, no, I would never hate you, Cat.” Fluttershy protested.

“We’ll see if you feel that way in a few hours. But no matter what. I won’t abandon you till you adjust. I promise on my honor as a border guardian. In the meantime, if I’m going to be going around wearing this body you’d better put this on me.” From somewhere Cat produced the worn looking black collar that Fluttershy had taken off of her cat form only a short time before.

Fluttershy tucked his hands behind his back, his expression frantic. He found the idea of putting a collar on Cat more intriguing than he liked. But she was a person, not a critter. He could not make her his pet, no matter how tempting that idea was. For a brief moment he pictured himself carefully brushing out Cat’s long luxurious mane, maybe weaving flowers into it to make her look pretty for all the stallions. He hastily shoved the idea aside and said, “Put the collar back on? But it caused you such distress. Surely you don’t want to go through that again?”

“Don’t worry. It will fit fine on this body, and it won’t cause me any discomfort, even if something happens and you can’t take it off.

“But, believe me. It will save a great deal of trouble if I’m wearing your collar while we’re in Caridoon. You would not want to see what happens to a female who goes flying around under Cloudmount without a collar around her neck.” Cat pointed upward at the massive bank of cloud that filled the sky as far as Fluttershy could see. Cat held the collar back out to Fluttershy, her expression determined.

Fluttershy could not find it in himself to resist her expectations, or the look she gave him. He took the collar and put it around Cat’s neck. As soon as the two ends came together there was a click, and it was once again a seamless loop of black around the changeling’s neck. The contrast between the dark material and her yellow hide and pink mane was striking. “There’s no loop to attach a leash to,” he mumbled, and then clapped a hand over his muzzle. “Sorry,” he said from behind his hand. “I didn’t mean I wanted to put a leash on you.”

“That’s okay, I’m not a cat now. I have a feeling I’d enjoy being on your leash. At least as long as I’m in this form. So, why don’t I show you around my stomping grounds while you wait for things to cool down back home?”

Only too aware of how his cock had stiffened at Cat’s words, Fluttershy could only nod his head as he followed Cat into the air as she headed toward a slight break in the forest a mile or so away.

He was a bit disturbed at how hard it was to focus on what was ahead instead of Cat’s plot. The longer he was in this body the more out of control his libido seemed to be getting. He was going to have a few stern words with Discord when this was all over.

“Damn. What is this place?” Gilda asked as she finished clawing her way up to the top of the tree canopy and looked around at much the same view Fluttershy had examined a half-hour before.

“Little help here,” Rainbow Dash’s muffled voice came from underneath her. Gilda parted the branches under her and saw that Dash had managed to get herself pinned between two branches that were pinched around her waist.

Gilda slipped back under Dash and cupped the pegasus’ ass with her claws in preparation to pushing her free. Looking up at Dash’s plot she snickered. “You just lucky I’m not a tercel, Dashy. I don’t think I’d be able to resist slipping my dick into such a sweet and juicy slot. What with you not being able to run away and all.”

“Yeah, yeah. You’re a badass and I have a sweet ass. I get it. Just shut up and push. I want to see what’s up there, and if we can spot Fluttershy or that vampony monster that foalnapped her.”

A minute later the pair of them stood on top of the leafy canopy surveying their surroundings. “No sign of them,” Dash said in frustration.

Gilda suddenly pointed overhead. “Look, up there, some griffon and ponies flying together. Lets fly up and ask them if they’ve seen that monster, or your skittish friend.”

Rainbow shielded her eyes with a hand and followed the direction of Gilda’s gaze. “Yeah. And they look like normal stallions and tercels. No vamponies, so it should be safe enough. Let's head up and ask if they’ve seen anything.”

Author's Notes:

As always my thanks to the pre-readers who helped make this readable.

Comments and suggestions are welcome. As I've said before I tend to make it up as I go along so while the principal plot is fairly firm, how I get there is not set in stone.

How do you feel about the Fluttershy Changeling. Want to have her stick around? Want me to get rid of her as soon as possible. Cast your votes.

Sorry I'm leaving this on a bit of a cliffhanger. It will be at least two chapters before I get back to Dash and Gilda, and Flutterbat? Count Flutter? Alucard? Anyone got a good name for Fluttershy's male persona?

Want to know what happens to Gilda and Dash. Check out this side story.

https://www.fimfiction.net/story/371717/dusk-shine-rising-rainbows-and-gildas-sexventure