They came out of nowhere. A changeling attack, and by the looks of it, they were back in full force.

Green streaks appeared from the sky around town as they dove down, crashing into the ground with force. They leapt from their crater, completely unharmed, and chased after the nearest mare in sight. Screams could be heard ringing out across town as more and more of the army’s forces poured into the streets.

Ponyville’s resident Princess rushed outside her Crystallized Castle as soon as she heard the commotion coming from town.

“Sweet Celestia…” Twilight uttered as she looked up to the sky to see a countless sea of Changeling drones, seeking out their targets below. There was no doubt in her mind that the vile Queen Chrysalis was behind this attack again.

There would be no help from Shining Armor or Cadence this time. They were both a day’s train ride up north in the Crystal Empire, it would be far too late by the time they even learned of the attack. While Celestia and Luna were much closer in Canterlot, Twilight knew they wouldn’t help, seeing as they didn’t lift a single hand to help them during the Bug Bear’s invasion just outside the building that held the wedding the two were attending. And since the Tree of Harmony was so kind as to take the Elements of Harmony back, she knew they were completely on their own for this invasion.

Twilight took a slow deep breath and smiled. Knowing that with her friends by her side, there wasn’t a force in heaven or Equestria that could stop them! Joining hands with her five best friends, they charged into the fray, seeking to drive the monsters back from whatever hive they came from!

It was a dark day for Ponyville’s history books. They had lost the battle in a rather humiliating defeat. In fact, so much so, they didn’t even take out a single drone. Twilight let out a long exasperated groan. The town had grown far too complacent letting her and her friends handle every problem the world was faced with.

Fortunately for them, no one was seriously injured. In fact, it appeared as if the changeling army was more focused on capturing the entire town, rather than harming anyone.

Twilight let out a sigh of relief as a large group of drones led her and her five friends into the town square. Twilight took another look. “Hang on a second,” she thought to herself, “It’s only the mares they are gathering! What are these insects up to?” They appeared to be very well organized, like everything was going according to a plan.

Sure enough, every male pony, unconscious or not, was dumped into large green pods. Once they were full, they were promptly sealed and locked, rendering the men unable to escape until help arrived. They were then quickly stowed away in the surrounding buildings so as to not distract the drones with their constant stream of profanities.

Meanwhile Ponyville’s remaining female population had all been herded into the town square. A large circle of changeling drones surrounded large groups of mares, many who were still shaking in fear, not knowing what these creatures had planned for them. Currently, the army seemed to outnumber the mares by about two to three drones for every woman. The Cutie Mark Crusaders, Lyra and Bonbon, even Zecora from the Everfree forest was captured and waiting in their own group away from Twilight.

Twilight only had her friends next to her however, all of whom seemed to be reacting to the situation in their own way. There was Applejack, the large chested blonde hair women, who looked like she would be able to kick off a drone’s head with her well-toned legs that she made sure to show off in her shorts that didn’t even reach the midway point of her thighs. Fluttershy, the shy young Pegasus who concealed her curvaceous body under a plain yellow dress, and appeared as though she was on the verge of tears, but held them back knowing no one had been injured. Perhaps the changeling would let them all go soon?

A hot headed Rainbow Dash held the quivering Pegasus in her arms, looking as if she was ready to charge into the drones by herself, but held herself back knowing they held all her friends as hostages. Rarity, who had somehow managed to dress herself in a professional war fighting attire during the battle. The only thing that looked like it would help in a fight was the fact that it could distract the enemy while she show cased her rather generous cleavage, which bounced and swayed with every movement the fashionista made. And lastly there was Pinkie Pie, who didn’t appear to grasp the concept of how serious the situation was as she texted on her phone. One of the drone’s phone rang with the message she had sent reading: “u r butt” The changeling gave a puzzled expression at this text, or for that matter, what a phone was in the first place.

Finally after what had seemed like ages, every mare in town was present and accounted for, waiting for whatever the despicable creatures had in store for them. The enclosing circle of changelings that had surrounded the girls opened slightly to reveal a smirking Chrysalis, who walked into the group of the six scared girls.

“Miss me?” Chrysalis laughed, as the girls exchanged nervous glances with one another. “I must say though, it is quite disappointing you ponies didn’t put up more of a fight, considering our last encounter”

Twilight shot the Queen a sharp glare. “What are you doing here you fucking vile creature!?” she replied angrily.

Chrysalis recoiled in mock pain, “Oh that’s low princess, even by my standards. You see, me and my drones were simply in the neighborhood and wanted to drop in to make some friends. That’s what you ponies love most right? New friends?”

Twilight took another glance around at the various circles of changelings surrounding the town’s mares. “And you think an invasion is the way to do that?” Twilight replied bitterly, trying to stall as she planned on a way to take down the Queen’s smug little face.

“Think of it as our little party to welcome you to our exclusive little club,” Chrysalis smirked, Pinkie’s ears perked up at that word.

“What do you want with us bitch!?” Rainbow Dash shot back.

“The same thing we wanted in Canterlot,” Chrysalis replied, licking her lips. “We want your love… all of your love. My men and I have grown desperate by you ponies constant denial at our every attempt, so we’re here for a more permanent solution”

It was Twilight’s time to smirk now. “And you think the ponies of this town are just going to surrender to force?”

Chrysalis raised her hands defensively, “Oh no no no princess, you got us all wrong! Me and my men aren’t here to force you ladies into doing anything you yourself don’t want to do.”

Fluttershy blinked in surprise, taken aback from this comment “Y-You aren’t?” she quivered.

“Of course not dear,” Chrysalis said, giving the meek Pegasus a loving pat on her head. “What kind of friends would we be if we did something as cruel as that?”

And with that, Chrysalis’s sharpened horn began to glow a dark green as she began to cast her magic. The girls looked around, but it seemed the spell the Queen was channeling appeared to do nothing, although the air temperature inside the town square had risen a noticeable amount.

Twilight gasped as she felt what seemed like mind affecting magic around her. Red flags firing off in her head as she raised her well trained magical defenses around herself and shot to the princess, “What are you doing to us?!”

“Just think of it as a little spell to help you all relax dear,” Chrysalis replied calmly, “Something to aid in bringing out all you mares true selves.”

Twilight turned her gaze from the focusing Queen to her friends. Sure enough, they were blushing profusely, some were even softly panting to the ground, no longer focused on the vile changeling queen before them, who was giving a quick nod to her men that littered the square.

All of the sudden the changeling drones encircling the groups around town threw off their respective uniforms, revealing to the women their rock hard throbbing cocks, each standing at the ready looking for attention from the ladies before them. All eyes in Ponyville instantly shot to between their captor’s legs, taking in their full length and girth, each was by far longer than any member a stallion in town carried with him.

Chrysalis dropped the innocent charade, now that her true intentions were out on the table. “We lost a lot of men from our attack on Canterlot. Good men who wanted to do nothing more than fuck some mare’s pussy raw to feed off their love,” she chuckled to herself. “But you and this town are going to help us rebuild our army’s full force by becoming our personal breeders, who will serve us in any way we wish”

Twilight recoiled in shock realizing what the Queen had in plan. “Never you bitch!…” she spat. “The ponies of this town would never lower themselves as to mate with such disgusting creatures such as you.”

The changeling queen could only laugh at her retort, “Well it appears as though your friends are quite open to the idea of becoming our new sex slaves,” she said with a grin, “I’m sure you’ll come around to their side eventually.”

Twilight turned around, only to have her worst fears confirmed. A blushing Fluttershy was currently on her knees, hesitantly raising a shy finger to feel the head on one of the many cocks before her, quickly drawing it back as it twitched from her touch. She smiled as she gave the drone a lusty giggle.

Rarity was still trying to maintain a lady like look, but obviously failing as she struggled to stop her baser instincts from taking over as she lightly fondled her breasts through her fancy outfit, being unable to tear her eyes from the row of dicks before her. Her mind was abuzz with all the different things she could do with them.

Pinkie Pie had already stripped off her shirt and shorts, the Pinkie Sense between her legs telling her there was a major party about to hit them. “I hope you boys didn’t bring any condoms!” she shouted giving the men a sultry look.

“G-Girls!” Twilight stuttered in disbelief “What are you doing?!” Although she certainly was one to ask as she started to feel her own pussy become wet with her juices as her knees weakened. Her body couldn’t deny how exotic the entire situation was, despite her mind certainly trying to.

The changeling drones watched the girl’s every movement as their target’s arousal levels slowly grew. Some laughing and jeering, or gesturing to which mare’s hole they were going to take first. Some of the girls were already emitting soft moans as they watched the leering drones took in every detail of their bodies their betraying hands caressed before them. The curvy figures they had once covered, now about to be on full display for the mere pleasure of their captors.

“Lands sakes…” Applejack’s lust filled mind thought to herself, “Did Ah really cause all them cocks to stand up on end just by the sight of me? Ah wonder what could happen if ah up the ante…” Her eyes never wavering from the throbbing shafts before her, Applejack slowly removed her tight plaid cowgirl shirt. Drawing it over her head allowing two perfectly shaped tits to bounce out, much to the approval of the on looking changelings. Hands dove in from every angle, groping, fondling, and pinching her ample bosom, only to be returned in kind with her lusty moans of approval. She gave a shudder of pleasure, enjoying the fact her initiative caused her chest to be the center of attention. The remaining five girls watched Applejack’s naughty display with wide eyes. The conservative farm girl who had never once showed an interest in being man handled was currently flaunting her chest in public for all to see.

Rarity, not wanting to outdone by the farm pony quickly drew attention back to her as she gracefully shred her entire outfit in a single motion, revealing her full elegant body in all its glory for the entire town to see. As a reward, she was promptly displayed with two throbbing cocks before her, which she immediately took into both her hands and began to stroke. “It would certainly be unladylike of me to leave such magnificent examples of pure masculinity untended when I am responsible for putting them into such a state,” a voice in Rarity lust addled mind said to herself, “This transgression must be rectified!”

Rainbow Dash bit her lip as she pulled at sports bra containing a more modest pair of tits. A changeling didn’t seem to mind their size however, as one grabbed her jugs from behind her, roughly kneading the flesh beneath the work out attire. Rainbow Dash released a loud moan of pleasure. Stallions who had pulled that stunt before had earned a swift kick to the groin, but with these creatures, it just felt so right, almost as if she was supposed to let them use her body.

Twilight ripped her attention from the spectacle, hoping the rest of the town was faring better than them. To her horror, whatever spell the Queen seemed to be casting, it appeared to have been working even faster on their minds in comparison. She spotted Roseluck in the crowd, as naked a Rarity as she willingly grinded her marehood against the changeling hand assaulting it as she cupped her own breasts. The drones around her cheered her on, encouraging the young girl to drive herself ever deeper into acts of depravity.

Berry Punch was also seen amongst the crowd, moaning like a drunken whore as a lone changeling thrust his fingers underneath her thong into her dripping snatch while simultaneously pinching a nipple beneath her shirt. Another changeling who seemed displeased with the pace things were moving, roughly gripped the clothing the pony wore, tearing them from her body and throwing the scraps into a heap. Berry just grinned from the rough treatment, it was a crime to conceal her curvy body that could bring so much pleasure to these amazing creatures anyway.

The clothing heap in the town center grew ever larger as the scene in town progressed. Discarded underwear and dresses littered the street, some of which had been literally ripped off by various mares themselves, eagerly seeking to allow the men better access to their full assets. Once a drone had determined most of the town’s resident were now completely bare, he gathered every single piece of clothing from the ground with his magic. Combining the various articles and scraps together in one gigantic pile, he sent a green spark of magic into the heap. The pile instantly erupted in a blaze of green flame. Every changeling watched and cheered as the last clothing the mares would ever wear quickly dissolved into ash.

“Goddess above…” Twilight muttered to herself “This can’t be happening!” As the stunned princess took in every detail of entire spectacle, she felt her own royal clothing envelope in a dark green glow from the Queen’s magic. With a bright flash, they disintegrated into ash, harmlessly falling off her body onto the ground beneath her. Much to the Queen’s delight, Twilight made no movements to conceal her gorgeous body, too focused on the events before her. The queens eyes jumped to every curve on the hour glass figure of the sexy librarian she was about to own.

“Mmmmm, don’t worry dear,” Chrysalis cooed, gripping Twilight’s chin and forcible turning the girl’s head back towards her. “I wouldn’t dare think of letting a precious little thing like you onto my little greedy army’s cocks. Your mind is much too valuable to me to risk being fucked into oblivion. You Princess, shall be my personal consort” she said, licking her lips with a lust filled grin.

“This shot Twilight’s attention back to the Queen. “But but, how?” she stuttered, giving a slight shudder at the pleasurable thought of belonging to this woman.

Chrysalis just snickered as her horn ceased its greenish glow, the placebo spell no longer needed. With a powerful yank, the Queen threw off her own royal garments, displaying to the princess her curvaceous body that could cause any pony or changeling to drool in lust at the mere sight of. She focused her energy on one final spell, as she channeled her power. Something seemed to arise from her cleanly shaven slit. After a flash, Twilight opened her eyes only to be meet with a colossal new cock protruding from the queen’s legs, fully erect in the place a pair of dark lips had previously occupied.

Twilight noted how it was easily longer than anything she had ever taken, let alone see in her private life or in the drone army before her. She started to have her doubt such a thing would even be able to fit inside her without splitting her in half. The veiny member emitted a musky scent of sex that caused Twilight’s marehood to quiver, begging for attention. Her apprehension quickly flew out the window.

“I trust your books have told you changelings are capable of reproducing with any mammal,” Chrysalis said to the bewildered princess, giving her new dick a few swift strokes. Twilight knew it was true. She didn’t know how exactly it worked, but it was a unique ability only possessed by them alone, and it seemed like the fully intended to take advantage of that gift.

“Look around you,” Chrysalis said as she took in the beautiful sight before her, “Soon every mare in this quaint little town will be taking one of my men’s cocks into their dripping cunts. They are under strict orders to cum inside first and impregnate all of you sluts with their offspring” She shivered at the thought of her entire hive having their way with the town’s residents, their bellies bulging with her future soldiers. “And you Twilight, shall have the honor of bearing my child” she said with a sultry grin, softly rubbing her victim’s belly.

A small voice in the alicorn’s mind told her to stop and look away. Showing some impressive amount of self-control, Twilight managed to rip her gaze from the magnificent cock before her, giving one final look to her friends hoping that would were somehow resisting these creatures better than she was. Unfortunately, the remaining heroes of Equestria were now as naked as herself.

Fluttershy didn’t seem to mind at all though, the yellow dress she was wearing laying in shreds to the side, as she eagerly bounced on the fingers thrusting into her dripping snatch from below. Her muzzle was happily at work as she sucked off one of the throbbing shafts before her, taking two more in her hands as she jerked them off, wanting to please as many men as possible. She gazed up into her lovers piercing gaze, her eyes still maintaining a look of pure innocence after all she was doing.

Rainbow Dash’s sports bra and pants also lay discarded to the side, as she stood on her hands and knees. Pushing her black thong to the side, she wiggled her ass seductively giving a wink to her onlookers. With a firm slap to her behind, she giggled, “Let me show you what a real lover can do!” The drones hooted and hollered at once proud Pegasus making a whore of herself.

Applejack was on the ground, held down by a changeling who sat on her chest as he slipped his cock between the soft tit flesh the mare so kindly held together for him. Never in a thousand years did Applejack ever think she would let a man do this with her breasts, but with these creatures, for whatever reason, she found herself practically begging them to. Below her another drone had snuck between her legs, gripping her short shorts and panties and yanking them from her legs in a single pull, not that she would have resisted. His long forked tongue was quickly put to good use as he dove into the loudly moaning farm pony’s cunt, licking up as much of the tasty nectar as he could manage.

“You should relax, darling” Chrysalis spoke to her newest consort, “The rest of your friends are having fun, why shouldn’t you?” Chrysalis could tell by the way her target trembled she needed just one final push over the edge. Leaning into her ear she whispered “Think of it Princess… the two most powerful beings in all of Equestria convincing a child together… can you imagine what our offspring will be capable of? Think of the scientific possibilities,” she added by giving several small kisses along her neck.

Inside Twilight’s lust clouded mind that seemed perfectly logical. Finally the last of her resistance shriveled up as she died, as she drove in, eagerly taking the royal cock before her into her willing mouth, unable to contain her body’s arousal any longer.

The Changeling Queen grinned from ear to ear at how easily the princess had caved. “Good girl,” she said, giving a loving pat to her head. Twilight purred in delight from the touch of her new master.

Twilight was no stranger to pleasing cocks with her mouth, often taking some of the Ponyville’s male residents in her muzzle while inside the very library she lived at. She made it at strict point to shallow all of their cum, not wanting to leave a mess behind that would need to be cleaned later, but more because of the fact that she love love loved the taste of cum!

Twilight was hungrily sucking on the beast of a cock before her, as if to coax the cum straight out of it into her mouth. Her new master’s hands gripped the back of her head, helping the girl bob her head up and down her pulsing length.

“That’s it slut, suck your new owner’s cock,” Chrysalis moaned as she stroked the mane on the purple haired girl, “You’ll make a fine pet for me,” Chrysalis was quite surprised at Twilight’s blow job abilities, almost expecting the nerdy princess would need to be rigorously trained after her capture. She was glad this wasn’t the case. Hopefully the princess would continue to deliver when the time came for the main course.

The sight of one of the four princesses of Equestria standing on her knees, eagerly taking the Changeling Queen’s cock into her mouth was one to behold, drawing eyes from both changelings and lust crazed mares alike. As Twilight went to town, Chrysalis looked up to take in her spoils of war.

Sure enough, every mare in town lay completely bare, at the mercy of her drone’s skilled hands as they continued to dance and tease across their victim’s bodies, rocketing them towards unreached levels of arousal, all in preparation for what was about to happen. If only that bitch Celestia could see what these mares were really good for. She get hers soon enough though.

Feeling the foreplay had at last reached its peak, Chrysalis called out to her changeling army, “Let’s show these sluts what real creatures of love can do!”

Her men hissed in glee. Finally the moment they had been waiting for was here! They lined up their cocks to the dripping passages of the panting mares. Their dicks drove into their prize, easily slipping into their targets dripping nether lips of the lust-crazed mares. An endless stream of moans could be heard across town as the square delved into the world’s largest orgy. The mares of Ponyville willingly surrendered their most sacred of places to their invader’s fleshy members.

Many women were being shared, taken by two or three changeling members at a time. The former teacher, Ms. Cheerilee, was seen being double penetrated by a pair of changelings, working in tandem to thrust into the mare’s quivering cunt and ass, as they tried to fuck the mare’s brains out. The look on her face suggested she had lost the ability to speak or even think for that matter, as her tongue fell out of her mouth, letting everyone around her know she was in heaven as she vocalized her pleasure. It pained her to think that she was missing out on such sensations for all these years.

The spa ponies, Aloe and Lotus were at each others lips while a pair of drones behind them plowed into their wet fuck holes, quite obviously enjoying the spectacle of the two women. One reached a hand around to pinch an unattended nipple on Aloe’s bountiful breasts, causing her to release a moan into her sister’s mouth before resuming sucking at each others tongues.

Pinkie Pie now laid on the ground, her tattered pink bra and panties laying to the side as her legs were held in the splits. She released a moan of pure ecstasy as she returned the bucks she was given from her partner’s powerful thrusts. “Oooooooh,” she managed between the pounding she was receiving “This is the bessst party ever!” Her hips continued to pound into the groin of the channeling she had just met, feeling every pulse of the cock as it twitched inside her.

“Indeed!” Rarity could be heard purring just before another cock was inserted into her waiting mouth, twitching with pre-cum. She gave a devilish grin at the shaft that seemed delighted to see her. Realizing how good it felt to show her friends a side to herself she had kept hidden, she decided to up her game. Bracing herself, she swallowed the member before her to the hilt while moaning in delight, sending pleasurable vibrations along the base of the shaft. A bulge appeared in the white pony’s throat boasting how well trained her gag reflex was. The changeling appearing to be ever so pleased with the fashionista’s deep throating abilities.

A certain farm pony was too busy to respond to her friend’s skills however. Her muscular legs, a result from years of laborious apple bucking, were now being put to good use as Applejack rode her partner cowgirl style. The changeling below was obviously enjoying the view of her swinging breasts as the girl bounced upon his stiff rod. The mare threw her mane back as she let forth a shriek of pleasure as another orgasm erupted into her athletic body. Waves of pleasure washed over her mind. The drone beneath her shuttered as he felt her walls clench around him, doing its best to milk every drop of cum from lengthy piece of changeling anatomy.

The sight of her plan coming to complete fruition was almost too much to bear for the queen as she felt her slave’s tongue run along the underside of her cock. Turning to Twilight’s friends, she said “You should all accept your fates as my army’s new fuck toys… I can personally guarantee they will take each of your slutty holes everyday as they feed off your endless supply of love”

All of the girls let fly a moan of delight at the sound of that, resuming their tasks with renewed vigor, seeking to pleasure their new owners. The feelings of arousal and lust were unlike anything they had experienced before, and sought to keep it that way like their life depended on it.

Chrysalises pulled out of her pet alicorn’s mouth, much too nerdy princess’s disappointment. “Heh, there’s more important places your body should be using to pleasure my cock with,” she said, pushing the young princess unto her back.

Twilight look up with a lusty grin and smiled, spreading her legs as if to invite her new master to destroy her cute little cunny. Her arms moving almost one their own, pushing her breasts together. “Pleassse fuck your slutty personal cum dump’s pussy raw! I want to feeeel your cum coating every inch of my insides!” She moaned.

Chrysalis, who needed no encouragement to plow the slut into the ground, positioned the head of her member at the entrance to her lover’s dripping folds, before promptly spearing herself into her willing cunt

“Yesssss!!!!” Twilight cried out, roughly teasing her nipples with soft strokes and arched her back in pleasure emitting between her legs. It was such a fulfilling feeling, having a cock inside her. She could not love any more the feeling she held now. It filled a hole in her body that now existed for the sole purpose of pleasing her master. The disappointed feeling she felt when it pulled out couldn’t compare to the feeling in her sex as it drove back in with brutish force.

Judging from her owner’s face, she was beyond pleased with her tight cunt. Chrysalis’s face morphed into an expression of pure ecstasy as her slave’s folds attempted to milk all of her fertile sperm into her unprotected womb. “If I had known you ponies would be such willing whores,” she gasped between thrusts, “I would have done this long ago.”

Meanwhile, the changeling’s around the square were busy breeding their own respective mares. Fluttershy, who was now surrounded by a pack of horny changelings, showed no shame as she displayed her fully exposed body with her hands.

“Come now boys… free feel to use every part my body in any way you please. I mean, if you want to that is…” she offered. An eager changeling immediately stepped up, rubbing his dick across the wet folds of her cunt. The shy young Pegasus nervously bit her lip waiting for the moment he would ram his dick into her hole as two more cocks were presented to her for her services. After his cock was sufficiently lubed up with her juices, he pulled back before abruptly slamming his length into her ass.

“Ahhhhh!!” Fluttershy cried out, gripping the two cocks she held in her hands tightly. The assaulting drone bottomed out in her with a single thrust before pulling out, stretching her ass out before he pistoned back into her. He let loose his own grunts and groans, amazed at the mare’s tightness as her back hole clamped around his cock, his hips bucking wildly as he continued to fuck the pegasus’s brains out, doing his best to make the mare his.

Rainbow Dash had decided to take charge. Pouncing onto the nearest free changeling she saw, wrapping her athletic legs around his waist as they fell to the ground. Not missing a beat, she slowly slid herself down onto the dick of the momentarily stunned beast.

The soldier quickly recovered, grabbing the ass of his assailant as hyper active flyer flapped her wings, using them to rise and fall her slender body onto his cock. The drone grinned at the blatant eagerness of the mare to be fucked by his throbbing shaft. Perhaps he would keep this one. Pulling out a collar with his magic, he fastened it around the bouncing pegasus on his pole. As the collar wrapped around her neck, the ends fused together permanently, forever signifying the mare’s new place in the world. Rainbow Dash couldn’t be happier with the feeling.

Pinkie was likewise having the time of her life. “Yes! Just like that boys! Keep fucking my holes!” the ecstatic party pony yelled at the two changelings, effortlessly holding the mare’s body in the air as they cocks pistoned into her slopping cunt and ass and a synchronized rhythm. From her vantage point, she had the perfect view of her friends being violated, causing her own lust to become that much stronger as she was railed by the two thrusting cocks below her, trying to coax out their duel cream filling into her. The drones between her seemingly adamant on giving this crazy pony the best lay she had ever experienced.

Twilight let out a squeal of delight as her Queen hilted herself inside her marehood. Knowing that what the mares were doing would be considered high treason, there was no going back for any of them, giving them all the more reason to fully submit their bodies to their new changeling masters. With that Twilight pleaded, “Pleeeaaasee breed my slutty pony pussy master! My friends and I would be honored to bear your strong children. Don’t make us go back to those regular pony cocks!”

Chrysalis and the surrounding drones bellowed out a triumphantly laugh at how easily the princess had been broken by a few thrusts of a real cock.

Leaning into her ears, Chrysalis lustfully whispered, “Very well pet. I will make you MINE!” she promised as her pounding into her unprotected womb increased, harder and faster than before. Twilight let loose another series of pleasurable moans as desire flowed through her slender body. Her body went numb with the pure sensation of everything that was happening.

Finally, with one final thrust, the queen hilted her entire length into the quivering princess as she came into her deepest region. The queen losing herself in the pleasure of the moment as her vision blurred. Arching her back as what felt like gallons of hot sticky cum pumped straight into the girl’s aching sex. Twilight to fly her loudest scream yet as another orgasm racked her slender frame, her pussy juices mixing with the potent sperm inside her fuck hole. As torrents of her master’s searing hot essence continued to flow into her womb, she could only fall back, letting her tongue dangle from her mouth as her master’s sperm forced their way inside its new home.

Twilight’s mind somehow knew beyond a shadow of a doubt that she had been successfully impregnated by her lover. She fell to the ground, satisfied but completely exhausted. “T-Thank you master…” she panted before blacking out.

As if on signal by their leader, the changeling drones started to give their final thrusts into the writhing new pets. One by one, they all came into their respective holes, promptly followed by each mare’s respective scream of pleasure as they were reduced to nothing more than a trembling quivering mess. Mare after mare lay on the ground as their insides were filled to the brim with salty cum as they willingly gave their bodies in service. Any drone who had been unable to find an unoccupied orifice were jerked off from the mares beneath them. They too joined their bothers by showering their slaves with potent cum, covering their glistening chest and faces with thick layers of jizz.

Nurse Redheart gave an animalistic moan as cum spurted into her breeding hole. The thick, sticky cream invading her petite body, making her womb swell slightly as it struggled to contain her lover’s steaming hot essence that coated every inch of her insides. That didn’t stop the horny mare from clenching her walls around the wildly twitching cock, urging every last string of milky goop out. Finally, without another word, she dropped to the ground, smiling as she felt her lover’s creampie inside her.

Applejack’s used body feel to the earth as each of the three changelings around her pulled out. She slowly began to deflate as several liters of changeling cum poured out of her sore pussy and ass. Her stomach had also been completely filled with the salty treat. Her velvety lower lips spilling out the pearly excess, only to quickly be magically sealed in by the drone’s magic, hoping to ensure pregnancy. She smiled as she rubbed her lower region, the soon to be home of a new changeling offspring. A grinning changeling held one of the collars before her, which she immediately craned her head forward, allowing it to easily be sealed around her neck.

Chrysalis finally pulled her member’s from the depths of her consort’s love canal. As she gazed around the square, she felt an unmeasurable feeling of glee as everything she had planned for had turned out far better than she could have ever dreamed. Around her, there were still some of her men finishing up. A few of the more attractive mares in towns were receiving sloppy seconds as they were hammered from the front and behind at the same time. They came as one, filling their joyful holes with yet another helping of potent cum.

Elsewhere, some of the town’s female lay completely unconscious, their minds had proven unable to withstand the orgasmic sensation that changeling cocks were capable of giving. Her men moved to finish their work, fastening slave collars around all the willing necks of the mares. No one was resisting them at this point. Some had even attached a leash to their collars as they joined their master’s side, following their steps on all fours.

Chrysalis gave a devilish grin at the sight as she licked her lips. Mares really did make perfect changeling pets. She would have to make it a point to find some more…

The air was thick with love around the Queen. The smell of sex was so poignant, it would probably take days for it to clear up from the town square. She took a deep breath, inhaling it all, savoring the feeling sex brought to her kind. She felt her power soar to unimaginable levels as the ponies surrounding love feed straight into her. Picturing her changeling hive in her mind, her horn let loose its brightest glow yet as it gathered an immense supply of power. Then, with a flash, every mare and changeling in town vanished. Teleported to their new home where they could continue their work in peace.