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A Changeling Invasion

by Very Sleepy

Chapter 13: Newest Additions (Part 4)

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“I’ll call,” a brown stallion said, throwing some plastic chips onto the wooden table. The other three men seated at the table took another look at their cards, focusing their efforts on maintaining a level poker face.

“Call…” Another one mumbled, more plastic chips were thrown into the center of the table.

And then there was Rarity, standing next to the group of stallions. She didn’t know how she arrived in the room or what she was doing there, all she knew was that she was butt naked. Instinctively, her hands shot to cover her breasts and nether region as a sudden feeling of dreadful vulnerability washed over her. However… to her surprise, the stallions paid her no mind. They simply continued musing over their card game, as if the unicorn mare was invisible to them…

“Um… h-hello?” Rarity squeaked, still no response from the men. Relaxing a tad, the fashionista returned her arms to her sides.

Where am I? How in Equestria did I end up here?

Rarity looked around. She was standing in what appeared to be a wooden cabin, striking similar to the ones she had come to know during her pleasant stay in Appleloosa a few years ago. Various decorations from apples, to pictures of apples adorned the room, along with a cherry or two. However, something immediately caught the perceptive eye of the unicorn, and it was also stark naked, laying alone in the corner of the room…

“Twilight!” Rarity said with mixed emotions, rushing over to where the purple alicorn lay. She was curled up like a dog and napping on a round cushion, by the looks of which appeared far too small for any mare’s size.

“Twilight, dear, what is going on here? Where are we?” Rarity asked, however, once again, her friend did not reply.

“How curious…” Rarity could only muse. As soon as she spoke, the purple mare seem to awaken, softly yawning with a cute mew. Rarity could spot a hopeful spark in her friends eyes as they passed over her completely, settling on the group of stallions seated at the table in the center of the room. With a quick smile and lick of her lips, the alicorn rose to her hands and knees, starting to crawl over to where the men sat. Rarity’s eyes naturally flew to following her friend’s swaying tits beneath her, or the slick wetness between her bare legs indicating her friend was incredibly horny, but the unicorn shook her head to focus.

“So… she belongs to one of those stallions? Well, stallion pet owners aren’t unheard of… I-I’m sure these fine men have done plenty to earn the privilege of owning such a magnificent lady like Twilight…” Rarity thought out loud.

The softly cooing Twilight crawled under the table and between one of the stallion’s legs. Her mouth was practically drooling as her hands worked quickly to unfasten the belts and fastenings of the trousers that held her much desired prize within it.

“Ugggg! Get off me you filthy whore!” The stallion from above spoke in annoyance. His horn ignited for a brief moment, enveloping the entirety of the purple alicorn’s slender body, shoving the mare out from under the table. The alicorn was traveling so fast when the magic released she lost her balance, tumbling over a few times before landing face down on the hard wooden floor.

“T-Twilight!” Rarity exclaimed, rushing over to the fallen alicorn’s side. “You brutes! Apologize to her at once, or so help me I will-” Neither Twilight seemed to hear her again, nor had the stallions, who had returned to playing their poker game like nothing had happened.

“Seriously… it’s all day with that thing… it’s like they feed off our attention.” The stallion Twilight had attempted to get to spoke. The dejected Twilight hung her face low as she slowly began crawling back to her corner.

“You can always get a new one, bro” Another stallion at the table spoke, throwing in another handful of chips.

“Eh, I’ve wanted to, but they’re so damn expensive. Boggles the mind how something so damn worthless ends up costing so much… But believe me, if I could trade it in for another slut, preferable one with huge fucking tits like a cow, unlike that small chested bitch, I’d do it in a heartbeat!” The other three stallions erupted into a quick laugh.

“Yeah…. And a feisty one too! Much more fun breaking a fresh one in yourself!” Another stallion commented, which was met with another round of agreeing laughter.

Rarity could not believe what she was hearing… These men weren’t renowned masters… they were monsters! Owning a mare was a tremendous responsibility! One requiring considerable care and respect! And these ruffians were obviously not up to the job, not in the slightest!

“D-Don’t listen to them! I know you, Twilight, you’re one of the most stunningly beautiful mares in the world! Anypony should be willing to kill for the mere privilege of owning you! Don’t let them dictate your own self-worth!” Rarity cried out, hoping to some miracle her friend could hear her. But the miserable alicorn merely crawled away, curling back up on her corner floor cushion. The mare was softly shaking, trembling as she turned away from the men, hoping they wouldn’t notice the tears falling from her eyes.

“What an animal…” Rarity could hear another of the men she oh so much wanted to kill now comment.

“Actually… maybe I could take it off your hands,” Another said, dangling what appeared to be a few plastic chips in front of what Rarity could only assume was Twilight’s improper owner. “My last one broke, had to throw it out. Been looking for a replacement until I can afford a better one…”

“Eh, might as well. Don’t really feel like dragging this thing back to the market to sell.” The stallion sighed, taking the handful of chips and adding them to his pile.

A familiar black case levitated over to the corner where Twilight lay curled up. It hit the ground, startling the sobbing alicorn who gave a slight jump. As the mare turned to see the black case, she nodded sadly. Without so much of a word, she climbed into the container. All she could was hug her knees ever tighter to her chest as the lid above her slammed shut, locking her into the cramped chamber of darkness.

“Twilight! What are you doing? Don’t let them treat you like this!” Rarity called out once more to the container. “Y-You still have your magic! You can fight them! Do something!! Why are you letting them do this to you?! Twilight…?”

Rarity could only watch as one of her best friends was picked up and hauled away. It nagged the edge of her mind to no end knowing what sort of treatment awaited her as Rarity fell through the floor and into nothingness…

~~~~~~~~~ ~~~ ~~~~~~~~~

“AAAAAH!!!” Rarity screamed, bolting upright from where she lay. Her heart was racing as she rapidly looked around to see where she was now.

She was… she was in her same old warehouse office. Just like before. Her cage was no longer there… she had been sleeping on a plain mattress, free to move about the room.

“Oh for your sister’s sake, Luna!!! Is it that hard to give a lady some normal non-disturbing dreams?!” Rarity called out. “What purpose do those even serve?”

“Dreams you say?” Said a curious figure to her side. Rarity abruptly turned to face who she had somehow missed standing next to her.

“CHRYSALIS!” The unicorn exclaimed. Her heart flooding with relief and joy, she leapt up the changeling, embracing her in a tight hug. “You’re… you’re here! I knew you wouldn’t let anything happen to us!!”

“Shhhh shhhh, it’s ok, darling, you’re safe now…” She cooed with a warm smile as she returned the pony’s warm embrace.

Rarity could only squeeze the queen harder, wanting to cry tears of joy. “How did you know to come looking for us?”

“I came as soon as I heard my mares went missing… well…” Chrysalis chuckled, “that is after my stallion agreed to let me go. Let’s just say it was in his little friend’s best interest…”

“But where are the others? Are they ok too?”

“Take a look for yourself,” The changeling beamed, gesturing to the window. Sprinting to the glass and gazing back down to the warehouse floor, Rarity beheld the sight of changeling drones everywhere once again with those dreaded mare-imprisoning cases she had come to sorely hate. They were in the process of forcing the lids open, and gently picking up the still sleeping mares from within. Using their magic to remove their binds and gags while carrying them back over to their cages and gently setting them back down inside.

“Everypony is safe, Rarity, don’t worry… my drones are simply working to put everything back into place as it were like nothing ever happened. And you won’t have to worry about those stallions again…”

“What happened though?” Rarity asked after breathing a long sigh of relief she didn’t even realize she had held.

“While you were out? Hmmm, I suppose I should fill you in…”

~~~~~~~~~ ~~~ ~~~~~~~~~

“My word… so S-Suri tried to stop the deal after all?” Rarity asked with optimism, a smile growing across her face. The smile quickly vanished as Chrysalis relayed what happened next. “And they tried doing… that… to her…?”

“Correct…” Chrysalis sighed. “A brave stance on her behalf…albeit, in a situation she put herself in… nevertheless, it shows she still has a heart… Had she chosen otherwise and let the deal continue… there would be one less pony down there… And believe me, it would be a shame to have seen her go…” Chrysalis said with a smirk, looking out the window to the rows of cages currently being filled back up with sleeping mares. “Obviously this Suri is a mare with a true sense of style.”

Rarity gave a light chuckle. “Yes, she’s always had a sense of these things…”

“However, there is still a certain matter of business you were sent out here to address…” Chrysalis said after a slight pause. “More than we originally planned, but not like that’s something to cry over…” With a wave of her horn, dozens of familiar collars appeared out of thin air, landing on the counter besides them.

“One for every mare present, should they so choose to accept them, they will earn their stay in the hive. Only if they choose to accept them. Unlike those stallions, we have no interest in an unwilling mare. And….” She added, holding up an extra final collar in her hand for emphasis. “Here’s one for her... I’d say she’s at least earned the decision to choose a mare’s proper role in life…”

Rarity gave a gulp and nodded.

“Good girl…” Chrysalis smiled, giving Rarity a loving rub on the shoulder. “I’ll leave you too it then… I’ll be watching from afar this time.” Making one final glance outside, the changeling sighed, “Such a shame this little experiment was cut short… I felt fairly content to stay in that cage and watch how it played out… *sigh* Well, just another item on the list of things stallions have ruined… ” With that the queen vanished in a green ball of fiery magic, leaving nothing but the naked unicorn and a table full of changeling sex slave collars behind…

~~~~~~~~~ ~~~ ~~~~~~~~~

Nervously, Rarity tip toed downstairs, realizing this was in fact the first time she had been allowed to freely roam the building. The other changelings working hard to replace the still drugged mares inside their cages gave her a quick smile and wave, with the fashionista returned equally nervously. No time to service them in thanks for their hard work right now, she had to job to do!

There, on the back wall of the warehouse, far away from the others, stood a lone cage containing a now completely naked mare.

“Suri…?” Rarity asked softly, leaning over to glance inside. Suri had her knees to her chest, and was slowly rocking back and forth, shaking uncontrollable. Rarity got the distinct feeling that it wasn’t because of all the changelings in the building. The mare didn’t answer.

“I…I’m coming in, ok, Suri?” Still no response. Dropping to the floor Rarity opened the cage door and crawled inside, settling next to the trembling pony who merely tried to avert her gaze. It didn’t matter to Rarity what this mare may have done to her in the past. After going through something like that… the only thing she needed now was a friend.

Putting her arms around the mare, the unicorn asked, “D-Did they hurt you?” The earth pony didn’t even need to respond for Rarity to see she was covered in various bruises and cuts from head to toe. She didn’t even want to imagine what had happened while she was out, she had already had her fill of nightmares. Focusing her magic, she lit her horn, concentrating her limited magical ability on mending the wounds of the hurt mare. She was by far an expert in healing magic that is, compared to Celestia or even Twilight, but she tried nevertheless.

“You’re safe now… you won’t be seeing those men ever again…”

A long moment of silence passed as no words were exchanged between the two mares. The changelings had just finished returning the mares to their cages, even Double Diamond and Party Favor to their table, before teleporting out, taking the black cases on top of any other evidence of the stallion’s visit with them. The sound of Rarity’s magical healing was all the remained in the quiet warehouse.

“Just… do it already…” Suri finally spoke.

“Do what, darling?”

“Laugh! Insult me! Spit in my face! Something!!” Suri exclaimed angrily at the unicorn. “You were right! About everything! I shouldn’t have tried to sell you! Just get it over with!”

“I wouldn’t even dream of it, dear,” Rarity replied lightly, giving the pony’s shoulders a warm squeeze. There was no way in hell she would even consider bullying a rape victim in a state like this. “You did the right thing in the end, even in the face of such monsters… and none of us were hurt…” Rarity added with a light kiss to the mare’s cheek. “You proved you’re not one of them, Suri, you’re better than that!” Suri only sank deeper into her knees. “And the last thing you need now is a bully, but rather a friend.”

“Why are you being so nice to me!” Suri exclaimed, the emotional mare would have been crying profusely had she not already been sufficiently cried out by now. “You should hate me more than anyone here! I… I deserve it…. I’m a horrible pony.”

“I never hated you, dear. Sure, I may have been a tad upset at you… but I was mostly sad seeing a mare so angry with the world when she didn’t need to be…”

“W-Well fine! It-it doesn’t really matter what you think! There’s others are going to hate me as soon as they wake up and find out what I tried to do to them!”

“Perhaps…” Rarity admitted. “All we can do is tell them the truth… Even if they choose to reject you, you will have still earned my respect...”

A long moment of silence followed afterwards. Soon after the shaking Suri finally relaxed, settling into the unicorn’s embrace. Rarity only squeezed tighter in response as Suri rested her head on her shoulder.

“T-thank you, Rarity” Suri sniffled. “I… I can see why you have such good friends…”

“Don’t even mention it, darling,” Rarity beamed. “If you ask me I-“

The unicorn was abruptly cut short as the warehouse door burst open. Big Mac, Braeburn, and Fluttershy all stumbling inside.

“Oh shit….” Rarity breathed.

The two farm ponies instantly went bug eyed with that they saw. Mares everywhere! Without the slightest shred of clothing on! Trapped in cages like mere animals! On top of that, they were all drugged out and sleeping!

The two bulky stallions were already shaking with violent rage as their gaze settled onto the obvious culprits! Two lazy napping stallions at the nearby table! The only other ponies in the warehouse not currently imprisoned inside a metal cage.

“No no no! Stop!!!” Rarity cried out from the other end of the warehouse, jumping out of the cage and sprinting over to the group. Big Mac was already using his strength to hold the two stallions up in the air by their throats. Party Favor and Double Diamond had quickly awoken and were already struggling in the pony’s firm grip. “They are the good stallions!!!” Rarity called out, finally grabbing the attention of others.

“R-Rarity?” Braeburn called out before promptly blushing and respectfully averting his gaze, seeing that the gorgeous fashionista had nothing on to cover her beautiful shame. Rarity didn’t seem the least bit concerned with that, but rather came over and promptly lowered Big Mac’s arms to drop the two stallions. The red pony complied, finally releasing the two from his grasp. Double Diamond and Party Favor both sprawled out on the floor clutching their throats and gasping for air.

“Alright… what in the hay is going on?” Big Mac asked. “Mind explaining yerself?”

“It’s… ummmm… complicated,” Rarity sighed. “Really, really complicated…” This was not how she wanted the two of them to find out about them, or any of this.

“Ummm, c-can we…?” Fluttershy stammered from behind to two lumbering stallions, impatiently pulling at the hem of her dress.

“Wait a moment dear,” Rarity assured the pegasus. Fluttershy crossed her arms and pouted at the unicorn in jealousy.

Braeburn was already busy, grabbing the keys running over to the nearest cage. He banged loudly on the side, slowly awakening the sleeping mares as the drug finally wore off. Inserting the key into the lock, he was thankful to find it was already open.

“C-Come on ladies… we’ll get you out of there! Don’t ya’ll worry! W-We’ll find you something to wear in a jiffy!”

“YOU!” A voice from within the cage yelled. Blossomforth’s eyes shot open upon recognizing the stallion’s voice. “It’s you! You tried to rape us!” She shouted, grabbing Moondancer’s body and dragging her to the back of the cage, as she trembled in rage. “Come back to finish the job, huh?! Is that why we were all drugged out again!?”

“Wut….” Braeburn managed to say, completely dumbfounded. He cast a glance over to Big Mac who seemed equally confused as he was.

“They never tried to rape you!” A voice from the end of the room called out. It was Suri. “I…I made the whole thing up…”

“Wait… what?” Moondancer asked, shocked. Her anger instantly dying down. Crawling forward, the naked unicorn nudged Braeburn to the side exiting her cage. Other mares who had awoken from the commination quickly gathered their bearings before leaving their cages too upon noticing they were all unlocked, walking over to gather near Suri.

“What do you mean you made it all up?” A mare to the side asked.

“It was just a ruse I fabricated to get your group to stay with me…. Like all the others for everypony else… They really are good men who were willing to watch over you.”

“Wait… but why, Suri? Why not just leave us with them if they had good intentions?”

“Because I…. I wanted to sell you all to the stallions,” Suri finally admitted, hanging her head low. A collective gasp was heard throughout the group. “I know… I know, it was dumb. And evil. And stupid. I-I was just in a bad place after the world changed since the invasion… and I blamed it all on mares like you… I’m sorry…”

“What?!” A random mare cried out. “How could you?”

“We…we trusted you with our lives!”

Suri only sank lower. “I know… I’m sorry…” She repeated, over and over. She knew that every word was right. She betrayed their trust and abused their submissive nature. They were just innocent ponies trying to make a living after the changelings had come… and they were all swooped up into her hatred. She deserved every word that was thrown at her.

*Ahem* Rarity coughed, walking around the group and placing a warm hand on Suri’s backside. “Look around, girls! No one was taken! We’re all safe! What Suri is also forgetting to mention is that she realized her mistake! She tried to do the right thing and call off the deal when the stallions were here! And because of that… she was the only one here to experience their brutality, they…that tried to rape her on top of enslaving her like us, right here on this very floor… Please, girls, I know there is still good in her.”

A few faces in the crowd seemed to soften from this news. “Is that true, Suri…?”

“Y-yes… I came to my senses… I never should have tried to sell you to those… monsters… no one deserves a fate like that… not even my worst enemy…” Suri added, planting a small kiss on Rarity’s check in thanks. The unicorn gave a slight blush in response.

To Suri’s surprise a mare came up to her, and rather than slapping her like she expected, the mare wrapped her arms around Suri in a tight loving embrace. “It’s ok, Suri…” She said softly.

“What?” Suri exclaimed in complete shock. More women were joining in the hug now, while others were simply shrugging and going with the crowd, making it a complete group hug. “H-How could you all forgive me so easily?” Didn’t they realize how close they had come to falling into the stallion’s abusive hands?

“Heheh, we still kinda owe it to you for how you changed us,” Moondancer giggled. “Do you know how boring it was moping around that building for weeks on end doing nothing but staring at our feet? I…I can’t remember the last time I’ve ever done something so much fun with my friends!”

“Me either!” Many other mares cried out.

“And don’t think it’s going to stop anytime soon,” Blossomforth added, with a boop to Moondancer’s nose.

“Heh, you horny girls…” Suri chuckled, finally breaking a slight smile before returning their hug. But in the back, however, it was obvious to Suri she would have bit harder time earning the forgiveness of Double Diamond and Party Favor, who stood with their arms still crossed around their chests. The fact that they had almost been strangled to death recently by the two farm ponies probably wasn’t helping.

Big Mac and Braeburn however, just stood slumped over, jaws agape. No matter how many times they pinched each other… they never seemed to accept they weren’t dreaming. Seriously… why were none of them running to get dressed?!? There were guys staring at their exposed forms, and they didn’t even care! Fluttershy, on the other hand, looked as though she was about to cry… not from the emotional scene, but upon realizing how much fun she had missed out on!

“Well… even if you forgive me or not, we can’t stay here anymore! We’re out of food! I hadn’t really planned on staying her longer than today...” A collective ‘awww’ sounded throughout the crowd.

“What are we going to do?” Sea Biscuit asked. She along with every other mare in the crowd feared they would need to get dressed once more. Putting an end their kinky new life style and roughing it out to survive on the mean streets of Manehattan like before. Avoiding stallions, scourging for fresh food and water, not knowing what tomorrow held… a total turnoff overall.

“I believe…er, I may have a solution that would make everypony happy,” Rarity chimed in. The crowd among with Suri, even the stallions in the back turned to her.

“Aren’t any of you the least bit curious as to why those nasty stallion slavers are no longer present after they ventured here?”

“Oh yeah… I guess we did kinda miss that part. Did Double Diamond fight them off?”

“Hey! What about me?! I could have sent them running too!” Party Favor asked. The girls laughed at the stallion’s sense of humor.

“Er, no… To put it plainly, he was napping. It was changelings who saved us. They returned us to our cages. They got rid of the vile stallions for us!” Rarity said. Another collective gasp was heard through the group.

“It’s true…” Suri sighed. “They were all here while you were all out.”

“B-But, if they had us… and we were unconscious… why didn’t they just take us like they took everyone else? Changelings are evil!”

“N-No they aren’t!” Fluttershy cried out now. Flying over to Rarity’s side. “They’re really…umm… nice,” She squeaked. Many of the mares in the crowd exchanged glances with each other.

“The fact of the matter, girls, is that it is true, they have taken the majority of the Equestrian mares. But every single mare that was taken was given the chance to choose if they would like to join them of their own volition! A kindness you’ll never see any typical stallion of Appleloosa offer you! Fluttershy and I… well… we have been under their care for months now… and we’ve yet to see anything but kindness and generosity from them.”

Suri’s gaze widened. “You-you were taken when Ponyville was attacked! Weren’t you?! That’s where those collars came from!” She gasped, looking between Rarity and Fluttershy’s necks. She hadn’t been the only one playing the deceitful game!

“That’s right, darling,” Rarity winked. “A girl is allowed to have some secrets, can’t she?”

“Collars?” Another mare asked curiously, reaching out to touch the strange material the Fluttershy bore around her neck.

With her horn, Rarity levitated out the slave collars from the upper story office. One by one, the collars flew down, piling neatly into a set of towers at the fashionista’s feet as all eyes settled onto them. Like Chrysalis had promised, there was a single collar for every mare’s neck, save Fluttershy and Rarity of course. The mares held their breath, staring at them, intrigued but slightly nervous.

This is the choice the changelings offered every one of us mares before they took them away! “A choice to put on these magical collars around their necks and join the changelings in their home! But… there’s a catch…”

“A catch?” A mare asked, her voice thick with apprehension.

“Yes… Once you put them on you’ll… you’ll never be able to take them off and be forever marked as a master’s sex pet for the rest of your life…”

The room was silent. No pony spoke for the longest time. Not until an impatient mare finally spoke up.

“Well go on! Tell us! What’s the catch?”

Rarity looked a tad taken aback. “Ummm, you’ll be having sex. A lot of sex. All the time, every day. Railed until you can barely stand on your own two legs… treated as pets and made to crawl around on all fours… Your master will own all rights to your body and probably impregnate you will his offspring…”

More silence.

“Seriously… are you going to tell us or not?”

Rarity looked to Fluttershy for help. But the pegasus simply returned her glace with a look that suggested the unicorn was embarrassing her.

“There…. there won’t be any… cages?”

“WHAT!?!?!”

“NOOO!!”

“What else are we going to sleep in?!”

“I’d rather burn in the darkest depths of Tartarus!”

Rarity shook her head. A tad melodramatic, but ok… I suppose I have Suri to thank for this easy ease in…. “Fine! I’ll see what I can do to bringing the cages along with us…” The fashionista announced before sighing. The crowd of naked mares cheered happily in response.

Big Mac and Braeburn were now punching each other in the arm. Pinching no long sufficed.

“I can’t wait to see my Twinkleshine and the gang again!” Moondancer squealed in joy, bouncing up and down. Other mares certainly seeming happy at the prospect of such a wonderful sounding treatment.

Grabbing one of the loose collars, Rarity held it up in the air for all to see. “If you choose to accept their offer, simply fasten these around your nec-” Rarity was cut off as a horde of scampering naked women climbed over her and attempted to grab a collar like it was a blackened Friday.

“There’s no need to- hey! Everypony! Stop! There’s enough for all of you!” Rarity’s voice called out but lost in the crowd. “Ow! You’re stepping my foot!”

Moondacer licked her lips with glee as she finally managed to grasp a hold of one. Without a moment to lose, she wrapped both ends around her neck. With a familiar magical buzz, the two ends shot together, the straps automatically tightening to form a comfortable fit around her throat. The unicorn didn’t even have to give the collar a tug to know it was now practically a permanent part of her body. As she smiled a bright green glow enveloped her, spreading over her entire form, until just like that, she was teleported away to the hive. Other mares were discovering similar effects as they sealed the collars around their necks, forever marking their new place in the sex driven world. One by one, they vanished into thin air. Others mare hurrying to get one around their necks as well, for fear of missing out and being left behind. And like that, all but one uncollared mare and one slave collar remained. Suri was quietly running the collar through her hands, as if contemplating.

“What in the hay was that?!?!” Braeburn finally asked, running forward, no longer able to keep silent. “Would somepony please explain what in the wide world of Equestria is going on!”

“Oh, boys… Heheh… surpise…?” Rarity spoke nervously, having honestly forgotten they were here. “Umm… you see… honesty is Applejack’s thing.”

“Uh huh, from what I gather, ya’ll have both been working for them changelings the entire time!” Braeburn spoke, clearly angry. “How could you? They’ve taken most of the Apple family mares!”

“Eeyup!”

“You… you can see them all again if you’d like…” Rarity offered slowly. “They’re all alive and well…”

“Yeah… and what? We’ll have to accept your little deal for that to happen? Sorry missy, but getting down and nasty with some changeling don’t quite tickle my fancy. And gosh darn it! Why does everypony always go assuming I’m gay?! Makes it impossible to find a women…”

“Well… not for you two… you’d be responsible for keeping those mares happy. I can only assume some of those lovely ladies won’t be as immedicably receptive to the notion of a changeling cock. I’m sure they’d much rather service the strong and noble stallions that helped protect them in the mean streets of Manehattan… Especially you Big Mac… are your certain endowment I’ve heard so much about. Even a changeling would jealous! ”

“You mean… us… having relations with those women…?” Braeburn asked slowly. “All of them?... The same mares who went head over heels to belong to somepony else as a pet?” Big Mac gave an audible gulp.

“Yes those mares,” Rarity beamed.

“W-Well, I… um, don’t know what ya’ll take us for! But Big M and I would never even consider such a perversion as… uh… sleeping with a pony out of wedlock!” Braeburn crossed his arms across his chest defensively, nudging Big Mac who quickly caught on and did the same.

It was Fluttershy’s turn to be cross. Eyeing down the two stallions with a fierce stare.

Really, boys?” Fluttershy scoffed, not buying it for a second. “Then should I explain to Rarity what you two were doing to me that made it take so long for us to track her down and why am walking with this limp?”

“W-Well ummm, errrr. Now that you mention it… I suppose we are all guilty of something… heh, F-Fine! We’ll go to this hive place of yours… But only to be with our sisters!” Braeburn retorted straightening his face, nudging Big Mac to cross his arms again.

“Eeyup!”

However, from the dumbfounded and shocked looks the two mares were giving them it was obvious they may have misunderstood what they had meant by that…

“No no! Wait! I meant we-” The two stallions vanished in a green flash.

“Well… to each their own I suppose…” Rarity shivered. “Now that uncomfortable business is out of the way. “What say you two?” She asked, walking over to Double Diamond and Party Favor.

“Ummmm, guess we do kinda owe them for saving our mares from those slavers,” Double Diamond admitted, scratching his head.

“Yeah,” Party Favor said, “We were really here to watch over the mares from our town anyway… we’ll go where they go!”

“And those mares are lucky to have you!” Rarity beamed happily as the two stallions vanished in a green blaze as well.

“Oh… ummm,” Fluttershy spoke nervously, looking over to Suri. “I’ll… I’ll see you back home…” The pegasus wrapped her arms around her unicorn friend.

“Thank you, dear… and splendid job with those two…” Fluttershy gave a large smile and blush as she too vanished in a green flash, leaving no one else besides Suri and Rarity left in the desolate warehouse.

“So… Suri…” Rarity said, slowly approaching the fellow fashionista who was still running the collar through her hands in deep thought. “Have you decided, if you would like to join us?”

The earth pony took another look moment to think to herself, pondering the prospect. Finally…

“I… I can’t… I get you girls want to be like this and you’re happy doing it… but it’s just not for me… I don’t feel like you do at the prospect of being owned like some sort of pet. Uggg. If I had I probably would have been sleeping in those cages along with you…” She sighed, handing the slave collar back over to Rarity. “Sorry, Rarity... I don’t think I’ll be joining you guys after all…”

“Oh…I see…” The unicorn said plainly.

“I guess I’ll see you around… or not.” The mare weakly smiled before slowly starting to make her way to the exit.

*Ahem* “And just where do you think you’re going?” Rarity asked, not amused in the slightest.

“Back to the city? Need to find something to eat and a place to stay…” Suri answer, confused. “Wait… is this about the collar? I told you, I don’t want to be enslaved to some changeling.”

“You very well may not be willing to become a slave, but that doesn’t mean I’m going to let a mare like you wander the streets in…. well, nothing! You would be snatched up by the first stallion who saw such a beautiful mare like you!”

“B-But why would the changelings take me if I’m not going to have sex with them?”

“Hmph! I’d like to see them try and leave you behind! Not while I have a say! You hear that, Chrysalis!?” Rarity yelled, grabbing a rough hold on Suri’s hand.

With a final bright green flash, the two mares vanished into thin air as they ventured to the hive. Finally leaving the Manehattan warehouse empty once more.

~~~~~~~~~ ~~~ ~~~~~~~~~

With a bright green ball of fire, the two mares materialized onto the familiar rocky floor of the changeling hive.

“Rarity!” A set of familiar voices Rarity had so come to miss over her short vacation. Twilight, Rainbow Dash, Pinkie Pie, and Applejack surrounded her from all sides, madly hugging the fashionista.

“Way to go Rares!” Rainbow Dash cheered.

“We knew you could do it!” Applejack added in. “Pinkie Pie’s been working on a special little treat for you for when you got back!”

“Applejack! Come on! You’re the element on honesty! Not the element of spoiling!” Pinkie huffed, kicking her sex cannon to the side with an exasperated sigh.

“Nicely done, Rarity,” Twilight beamed coming up to her side. “You and Fluttershy both saved those ponies from a horrible fate by getting them to come here… you’re practically heroes!”

“Mmmm, yes, I also must congratulate you on your success, Rarity. All of those mares… trained and eager to submit…” Chrysalis cooed, before adding under her breath. “Even if they came with stallions… uggg.”

“Now now, dearies, my work isn’t done yet!” Rarity announced proudly, subtly gesturing towards Suri, who had quietly shrunken to the back corner, not yet fully accustomed to being fully exposed for all these new eyes to see.

“Oh yes… her,” Chrysalis spoke slowly. “As much as I may like her, she doesn’t seem interested in performing a mare’s duties. So would you care to explain why you choose to bring her along, Ms. Rarity?” Suri gave a weak smile and wave to the intimidating changeling queen who towered above the other mares.

“I will… but first I need a favor…” Rarity said with wide grin, leaning up towards Chrysalis’s ear as she whispered something inaudible to the other ponies present.

“Hmmmm, really now?” Chrysalis said, tone thick with interest. “Her?” The changeling’s hard gaze settled on Suri. Rarity nodded. “Well… why not? You’ve earned this much at least.”

“What… what did you say to her?” Suri asked nervously as the fashionista approached her.

“Shhh…. come with me,” Rarity said with an impish smile, taking Suri’s hand and leading her from the room.

The two ponies walked together hand and hand through the hive towards an unknown destination. Suri couldn’t help but gaze upon the many sights along their way.

Sure enough, Rarity’s words about the hive were true. Scattered, seemingly random, were rooms, openings, even entire areas along the many halls and tunnels of the hive. All of which never failed to have mares of all colors, races, and looks, in the passionate embrace of changelings. Some of which were happily bouncing away on theirs laps, others were happily bent over a table and getting railed by a cock or two. Tongues hung agape out of many mouths. There were moans, everywhere, mares screaming the loudest to indicate when she or her master came. Not a stich of clothing was present, or for that matter, a single mare looking like she didn’t want to be there.

Suri jumped to her side as a happily leashed and crawling mare passed on by. A smiling changeling paying them no mind as he led the collared mare from behind. From the hard to ignore bulge in the mare’s drooping stomach, it was obvious to her that this mare had been pregnant for some time now. In fact, other mares everywhere seemed to fall all over the different stomach sizes of pregnancy.

“I’ve been thinking about what you said, Suri,” Rarity said as she continue to lead the mare through the depths of the hive. “You were right, we did get a little carried away with our suitors… The thing is, we were simply overcome by their methods! And our stay in the hive was only meant to be a temporary arrangement. A week or two at the most! All so the changelings could ensure we were properly trained and inseminated with their offspring before returning us to our homes… or so we were told. Plus, with the princesses’ help along with the majority of the pony population, the changelings had high hopes they could peacefully integrate into our new society. Sure… it may have been a long shot of a plan, but we never truly saw it come to fruition. I think we can both agree the stallion’s reaction was completely unexpected and uncalled for… but the hostile environment that was created back there forced Chrysalis’s hand. Ironically, the problem never was the stallions accepting the changelings, but vice versa. Our queen didn’t want to live with ponies who were willing to do such things to us against our will. So…. we’ve been kept here for our own safety ever since…”

“So… that’s it? You all just have sex like this… all day?” Suri asked nervously.

“Well… it is the primary of our many activities here, but yes. We do anything and everything our masters happen to desire.”

“You don’t… want to do anything else besides that? No offense… but it sounds a little mindless…”

“Oh don’t be silly, Suri,” Rarity giggled lightly. “We’re still the same ponies on the inside like we’ve always been. That much hasn’t changed. Yes, Twilight still yearns for her library and books, and Applejack still dreams about bucking apple trees back at her family’s farm. But as I said, we’re stuck here on our little vacation for the time being. Don’t get me wrong though, there is never a dull moment. Changelings have opened our minds to a whole new wonderful world! Imagine discovering your darkest held secret is in fact, also held by every other mare around you! Can you simply imagine what it feels like to shrug off that unnecessary burden and embrace our true selves in a life of true purpose knowing that is not just unworthy of shame, but for once encouraged by everypony else!?”

“Ummmm, I can’t…” Suri interjected. “I told you, I don’t get… this! Or any of you girls! After what those stallions tried to do to me… to all of you! How can you accept a demeaning role that says all men are superior masters to us!?”

“Ohoho, darling!” Rarity laughed playfully. “Of course men aren’t superior to us. That would just be silly…” Suri’s expression morphed into a look of utter confusion. “Think of it like this… pegasus ponies use their flying to tend to the weather while earth ponies use their strength to tend to the land. But neither are superior or inferior to the other. They are just different. If such a discrepancy exists between races of ponies, is it that big of a stretch to suggest another such difference exists between the genders of ponies as well? Like our predestined cutie marks tell us, we’re all born into our role in this world. Our masters are here to take care of us, provide us with a sense of comfort, and of course bestow us with more pleasure than we could possibly achieve on our own. We, in turn, do the exact same thing for them… just differently. None of this is something that should be fought… but embraced, mares and stallions alike will be happier off for it, as evidenced by our lovely friends around us.” Rarity said with a bright smile, turning and waving to her giddy younger sister in the arms of a changeling. “In fact, I’ve found ponies repressing their true desires only proved harmful for them in the long run… and they never ever knew it.”

“Easy for you to say, Rarity…” Suri said, looking over to the changeling thrusting into a young pink unicorn mare on all fours like there was no tomorrow, giving a slight shiver. With her free hand, Suri couldn’t help but attempt to conceal her swaying breasts, shying away from any changeling who tried to look at her.

“They won’t touch you, Suri,” Rarity reassured the mare. “None of the changelings would even think to lay a finger on you without your permission first.”

“Even so, Rarity. I don’t…. I don’t think I want to be near anywhere men right now…” Suri said, her voice trembling.

Rarity squeezed her fellow fashionista’s hand harder. “And you won’t be, dear. We’re almost there…”

Before Suri could even think to ask the unicorn what she meant, the assortment of rooms and fornicating couples ended. The endless sounds of coitus soon faded behind them as their path led out to a large opening. Suri’s eyes widened in amazement.

Here in the depths of the rocky mountain was a cavernous hot spring! A wide smooth dome shape had been magically carved through the rocks to form the interior. On the ceiling countless crystalized gems protruded from the rocks, lighting the room in a romantic blue. The ground, which was now a surface of soft wet sad, sloped downwards into the reflective water that covered the entirety of the cavern, warm, bubbling, and inviting. On one side of the cavern there was a terrace like set-up. A short rocky stair climb up to the highest point with a personal hot tub who’s water flowed out in a stream to a similar sized pool below it, which also flowed out into another pool below it, and another, and another one, before finally flowing out in the large main pool on the bottom level. The entire room is empty save for the two mares. Suri couldn’t help but gaze in wonder at the unexpected beauty of it all.

“I had the exact same look on my face when I first saw this place,” Rarity chuckled. “Glad to see I’m not the only one with an eye for such things.”

“It’s… it’s beautiful,” Suri gasped.

“It is, isn’t it? After all, changelings are marvelous creatures. The feeling of love gives them strength… power beyond the limits of any pony you’ll ever find. It’s a wonder to me how such acts like sex translate into magical places like this. I simply cannot wait to see what they manage to do next with their new found strength…. But enough about them. We’re here because of you…”Rarity cooed seductively, grabbing Suri’s hand once more and leading her up the stairs to the uppermost hot spring pool.

“Hop in!” Rarity beamed. “I’m sure the water will do wonders to help ease your soreness.”

“Um, ok…” Suri spoke hesitantly, dripping a foot into the inviting waters. “Ohhhh, this is magical!” Suri said, climbing down onto the seat in the pool as the water flowed up to her waist. She did, however, feel a tad strange as Rarity climbed in after her, sitting so close their shoulders were practically touching. In fact, Suri noted all of the unicorn’s behavior had been strange lately. Rarity was acting extra cheerful than she normally carried herself, almost to the point of flirty…

“It is simply divine, isn’t it?” Rarity said casually, acting as though nothing was off. Just lay back… and let the water lap away at your worries…”

“Kinda hard to relax knowing I’m probably going to be stuck in this mountain for a while… right?”

“That is correct,” Rarity said plainly.

“And do you think you are going to convert me into your idea of a proper mare during this time?” Suri continued. Rarity responded by turning and giving a cute pouting lip to the mare. “I told you, I’m not going to end up like those other mares!”

Rarity placed a comforting hand on Suri’s thigh, lightly stroking it as if to reassure her.

“I know, Suri…” Rarity said slowly. “I saw something different in you… Something vital that explains everything to me. I don’t know how I failed to catch it before! So…. I asked Chrysalis for a favor… and that wasn’t just reserving the hot spring cavern all to ourselves…”

Suri was completely lost. “W-What do you mean…?” Rarity said nothing, only gently grasping Suri’s thigh, gently pulling her leg apart.

Rarity’s response soon became the least of her worries as Suri felt an unmistakable tingling sensation erupting from her nethers. Her gaze shot downwards between her legs just in time to see thick veiny cock emerge from her pussy, with two pulsating balls hanging below. The entire process was surreal!

“Wha…. What is this? What’s going on?” Suri said in complete bewilderment, unable to tear her eyes from her new male appendage jutting out from between her legs.

“Ooooo, extra long! Chrysalis must really like you! Or maybe she also thinks I did a splendid job on my little mission… either way I am going to be one happy girl…” Rarity cooed, her had quickly shooting to Suri’s new found cock to deal it a few quick loving strokes. The mare released a few unexpected gasps of pleasure as new wonderful sensations flooded into her brain from the veiny member.

“It must be hard… living in this strange new world…. A lady wanting to be a mare’s master… while the entire world demanded she be the slave… It’s no wonder to me why you lashed out.”

“Y-You think I… what?” Suri stammered as Rarity seductively rubbed her side.

“Don’t be coy now…” Rarity giggled. “Keeping Coco as a pet… keeping us in cages like your animals when you could just as easily kept us chained up against our will… Admit it Suri, you love playing the role of a slave owner! Maybe this new tool of yours will help show me how much…”

Despite the fashionista’s logic, Suri was still confused. “You… you want to have sex with me… with this thing?”

“Of course!” Rarity beamed playfully. “A master without a mare is equally as sad a girl without an owner, both of which can be rectified, right here, right now…”

“O-Owner?”

“Yes, try to keep up, darling.” Rarity chuckled with a seductive grin. “You will official be earning full-rights and privilege to Rarity the pony, now until forever. I will be your property to use as you see fit. I hope this will forever put an end to whatever bad blood that may still exist between us.” As Rarity talked, her mischievous hand continued to pump away at Suri’s new dick, coaxing it to a painful hardness as Suri failed to suppress a steady stream of gasps and moans. An expert lover using her skills against a mare with a new dick was almost cheating! Something Rarity was sure to take full advantage over.

“I-I don’t know, Rarity!” Suri manage to gasp, despite the horny mare’s efforts.

“Very well,” Rarity said plainly, rising from her spot and heading to the edge of the pool to exit. “I respect your decision…”

Wait… it was that easy to tell her to stop…? Suri thought to herself. However, her gaze couldn’t help but settle on the unicorn’s body who had paused on her exit of the pool. Now she stood with her back turned to her… her rump wiggling in the water as if playfully calling Suri over. There was no doubt in Rarity’s mind that Suri was staring with great interest at her great white behind. All she needed to do was give Suri a push in the right direction…

“Mmmm, like what you see, darling?” Rarity cooed, reaching back and rubbing her rump. “It’s a fine piece of work… and it could all be yours. Every inch of my body could belong to you for whatever you wish to use it for…” Rarity winked to Suri, who’s dick gave a strong twitch in response. “Don’t worry… no one will judge you.”

“Y-You’re…. this…. I know what you’re trying to do…R-Rarity… It isn’t going to work,” Suri managed to speak, obvious though that her willpower was rapidly faltering.

“Oh! You’ve caught my little ruse!” Rarity remarked sarcastically, throwing a dramatic wrist to her forehead. Her expression was quickly replaced by a seductive grin as she flipped over, sitting down on the edge of the pool and spreading her legs, parting her pink nethers with two fingers for Suri to see. “If only there was something you could do to teach me a lesson! Someway you could possibly put this naughty little mare in her place for even thinking to play such games with her master!”

“Rarity… I…” Suri began before abruptly stopping as a thought popped into her head. What if… this is just a test! This sly girl is trying to prove that I’m like the other mares out there! Not willing to be dominant! Only fit to take a pounding rather than giving one! Hmph. Fine Rarity… let’s see how far you are willing to take this…

“Okay then…. get that ass over here, slut,” Suri suddenly demanded with a stern expression. Rarity’s seductive grin grew wider. The unicorn swiftly hopped back into the waist deep water, obediently strutting over to the mare before dropping to her knees before Suri, leaving just her uppermost body not submerged in water.

“And what would my kind mistress desire her slut to do today?” Rarity chimed happily up to Suri.

“Hold your breath,” Suri said plainly. Rarity only managed to look confused for a brief moment before her head was roughly grasped with two hands, pulling it down under the warm water, her mouth aligned directly onto Suri’s erect shaft. Even though now completely submerged, Rarity quickly recovered, opening her mouth as her lips slid down the meaty length.

“Ohhhh….” Suri moaned, thankful that Rarity probably couldn’t hear her. “That feels great!” Hundreds of bubbles floated upwards to the surface as the unicorn continued her underwater blowjob from below, happily bobbing up and down slowly along Suri’s cock. To Suri’s surprise the unicorn lasted far longer underwater than she would have expected. It was almost a full minute before she came up for air.

The fashionista’s head burst up from the pool’s depths, gasping for much needed air as rivers of water drained from her neatly kept hair.

“Had enough, Rarity?” Suri smirked. “Ready to call it quits?”

Only if my owner wishes me to stop…” Rarity said after managing to catch her breath. Suri’s smirk vanished as Rarity planted a quick kiss on Suri’s cheek before diving back below the surface, once again attaching her mouth around Suri’s girth as she did her best to suck in earnest.

Although Suri was doing her best to try and stay annoyed, she had to admit the unicorn’s efforts were having a profound effect on her new appendage. As Rarity’s head continued to bob and suck along her submerged length, Suri felt herself getting close, her balls pulsing as they prepared a fresh hot batch of fertile cum to release. Suri knew she couldn’t let the unicorn win that easily!

With one hand, she roughly grasped a handful of Rarity’s hair, roughly forcing her head up and down at a quicker pace. With the other, she reached below, finding and pinching one of the white fashionista’s perky pink buds, painfully hard! Whether to release a moan of pleasure or a grunt of pain, it seemed to have an adverse effect on Rarity’s oxygen levels. The unicorn came back up for air, after much difficulty pushing against Suri’s downward grip on her hair.

“Hard work isn’t it?” Suri asked the gasping unicorn as she broke the surface, the same smirk present on her face as before. To Suri’s shock, Rarity quickly recovered her mouth shooting to Suri’s and planting a long stream of kisses on her cheeks, ending smack on her lips.

“Yes! YES!” I love it when my masters are rough with me!” Rarity gasped. “Show me who’s in control! Show me I have no power!! My body is yours to use as you see fit!!” The unicorn dived back underwater to continue her oral task so quickly, she didn’t hear Suri’s angry growl.

Suri was close. Far to close. She couldn’t possibly plot what to do next with the unicorn’s mouth working overtime to shoot fireworks of pleasure through her brain!

It was too late… Rarity’s lips slid down along her submerged length, touching against the base. The unicorn, being no stranger to oral sex, felt the thick cock madly throbbing her mouth. With one final motion she slid back up, making sure to sensually run her tongue along the underside of Suri’s shaft before reaching the mushroom head. Her lips forming a watertight seal around it just in time as the cock erupted. Rivers of fresh hot potent cum fired out, filling Rarity’s mouth instantaneously. Above the surface Suri moaned like a mad mare as her mind was overcome with the amazing new sensations of her first male ejaculation. Rope after rope of frothy white cum shoot out to be quickly swallowed down by the greedy unicorn. Rarity’s hand flew to her lover’s shaft, quickly pumping it from below hoping to coax every drop she had to offer like any good sex slave or women would do. It had been far too long since she had a fresh helping of cream!

Suri was still gasping for air above, her heart beating a mile a minute as her member slowly came to a beating stop. Rarity having actually surpassed her record underwear seeking to collect every drop of spunk Suri gave her, not willing to let a single drop go to waste in the water.

With a triumphant splash, Rarity rose from Suri’s crotch. She turned to her fellow fashionista before opening her mouth, revealing to Suri the remaining collection of cum that coated the insides of her mouth.

The lewd sight of such a thing gave Suri pause in her afterglow. Her essence was coating every inch of her once hated enemy’s mouth! Suri took a deep breath. She had no idea why she found the sight so appealing! Perhaps it was the complete display of dominance over this mare. Her mare! A mare offering herself and her beautiful body on a silver platter to her!

All games aside, Suri struggled to speak, “s-swallow it…” The mare didn’t need to be told twice. Promptly sealing her mouth shut, Rarity gave an audible gulp, the thick white cum traveling down the bulge in her throat to join the rest in her stomach.

“Thank you for your gift, mistress,” Rarity said wholeheartedly with a wide smile.

Suri was still panting heavily, still a little too taken aback to speak. Well… if I’m going to be stuck here for a while, having some company like THIS would certainly help pass the time. Suri’s recovering member gave a quick twitch in agreement. The idea of actually owning the white unicorn was becoming more and more appealing by the moment.

Rarity curled up back next to Suri’s side, lovingly rubbing Suri’s arm. “You continue to surprise me, Suri,” Rarity giggled. “You’ve taken to your new role much quicker than I could have hoped!” Suri sighed in the face of Rarity’s many games. This pony had no end to her secret agendas!

“I should spank you for that…” Suri said lightly hooking an arm around the pony. “I can spank you… right?”

“Heh, spanking is the least you can do to me in terms of punishment,” Rarity replied snuggling into Suri’s side. “Although… technically you shouldn’t until I am officially considered your property…”

“Officially?” Suri asked. “What do I have to do for that?”

“It’s simple… mark my womb with your offspring. Insure that no other man can swoop me off my feet and claim me as his own…” Suri’s arm tightened around her upon hear those words, much to Rarity’s delight. “Pleeeeassseee, Suri?” Rarity practically begged, knowing it would push the mare over the edge. “Would you rather leave me to be owned by one of those changelings out there?” A bit of a low blow for sure. Rarity had nothing wrong against the prospect of being a slave to another changeling again for a few months, but she would have preferred it much more if Suri stepped up to the role instead.

Suri thought for a moment. The notion of losing the one great friend she had left that had confronted her after the stallions almost had their way with her was almost too much to bear. After all, she did owe this pony after everything she did and tried to do to her. At the very least she should work to make her happy, even if that meant playing the dominant role! This was what she wanted! Plans of having a foal… or two… quickly inserted themselves into Suri’s life plan.

“Out of the pool… now!” Suri ordered her voice thick with authority. Rarity’s heart skipped a beat as it went wild. The fashionista quickly abandoning her new owner’s side, hoisting herself out of the water and laying down onto the sandy wet ground. Her legs, hanging off into the pool, were spread open wide, inviting Suri in.

The earth pony could practically feel the heat radiating off the mare’s nether region as she approached the horny mare. With a hand to the base, Suri positioned the tip of her shaft angled directly at its target. Rarity’s two legs daintily wrapped themselves around Suri’s hips, pulling her in, eager to no end to be bred.

Only once as Suri determined the pony was properly whimpering with need did she finally pound the mare’s pussy, grinning ear to ear as Rarity screamed at the top of her lungs, fingers digging into the sand beneath her. Suri’s hips quickly going into overtime to thrust in and out of the unicorn’s dripping cunt.

“That’s right, slut! Let the entire place know exactly who it is you belong to now!” Suri smirked as Rarity screamed out again at the top of her lungs, brain threatening to overload from the pure pleasurable stimulations it was receiving. Was this what it was like to be a guy? No wonder they were always so hungry for sex!

“Mmmmm, good girl…” Suri cooed, slowing her pace momentarily to save her lover from blacking out for the sudden shock. “I can feel your pussy tightening around me, wanting to squeeze every drop of seed from my cock. It wants me to sheathe my rod deep inside it and full your womb with my cum, doesn’t it?”

“Mmmmhmmm!” Rarity could only moan in response.

“Perverted little slut,” Suri laughed, resuming her fast pace pumps into the mare’s slick folds. Rarity hips started to involuntarily return every thrust she was met with. “So hot and wet… I slide in so easily but it hates letting go… you were made for this, weren’t you?” Suri reached over, dealing a brutality rough pinch to both of the rapidly swaying pink buds, ensuring the unicorn’s reply was nothing more than a grunt of pleasure.

“Yesssss!” Rarity finally cried out as the huge cock jammed into her, making her whimper. Her knuckles were turning whiter as she dug into the sand below with all her might as the rigid cock hit her deepest spot causing stars to appear in her eyes. Her lover wasn’t letting up for a single moment, unwilling to allow her the shortest break.

Suri just grinned as she continued her merciless reaming, insuring above all else that this mare received the ride of her life. Rarity had lost all ability to speak as her tongue lolled out of her mouth, moaning like a whore in heat she was. The grinding of the mare’s cock relentlessly assaulting her velvety lips on top of the rough treatment to both her breasts was almost too much for her to handle despite her long experience in the hive!

As if exactly sensing the unicorn’s predicament, the earth pony’s hand flew down to ruthlessly tease the pearl of pleasure protruding out from between her legs. Not a moment later did Rarity climax, a flood of juices gushing out, soaking both Suri’s pistoning member and draining into the pool below. Rarity’s scream hit its highest octave as millions of sparks ignited in her mind, each one a separate wave of dreamlike emporia that washed over her body. The walls of her cunt clamped down, taking Suri by a pleasurable surprise as she felt her cock literally being milked by the horny unicorn’s twitching pussy. She did her best to pump away, hoping to prolong her partner’s mind numbing climax only to have her limit hit like a brick wall.

With the last ounce of thought from her mind, Suri thrust her madly pulsing cock as deep as it could possibly go just as her balls erupted. Waves upon waves of thick fertile cum shot out into the slutty unicorn’s vacant womb. The spurting member firing river after river of ropey strings of seed, hitting every inch of the mare’s womb, filling to the brim and beyond. Suri releasing her own pitched grunts of pleasure as her frothy essence made its new home inside her lover, practically ensuring her pregnancy.

Only long after Suri’s pulsing dick came to its inevitable stop did the earth pony compose herself. Stepping back she could only grin at the look of her. The shapely, curvy figure sprawled out in the sand, breathing like she had been long out of breath. Trails of pussy juice and white cum flowed out from between her legs giving her the perfect image of a slave properly marked by her new owner. Oh there was no doubt in Suri’s mind that this would be the first of many such wonderful occasions. She was actually quite looking forward to her prolonged stay in this hive now…

“T-That…. was… wonderful… mistress,” Rarity panted, still attempting to recover from her mind numbing climax. “I think you’ve more than earned the right to call me your slutty little sex pet…” She said, giving a weak exhausted smile to the mare above her.

Suri smirked in response, settling down into the sand next to her newest mare in the sand, getting ready for a relaxing afterglow.

“So… I’ll be the first and only mare slave owner in this place then?”

“Well,” Rarity began. “Princess Cadence once had a thing with some mares she found out in the woods a while ago…. But have you met her before? There’s a reason why they call her the princess of love… That mare is literally into every kink there is…”

Next Chapter: The Frozen North Estimated time remaining: 6 Hours, 18 Minutes
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A Changeling Invasion

Mature Rated Fiction

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