Coco Pommel walked the streets of Manehattan, alone and cold in the winter night. The city had changed after news of the recent event in Ponyville. Police Officers now camped the street, on the lookout for any suspicious behavior. The problem was, however, no one knew exactly what to look out for.

To this day, investigators are still unable to determine what events exactly transpired in Ponyville. All they knew for certain was that the town’s residential stallions had all awaken one day in the town square, claiming to have absolutely no memory of the past few hours.

What was even more shocking though was Ponyville’s entire majority female population had seemingly vanished into thin air. Investigators searched high and low, even venturing deep into the Everfree Forest and other surrounding areas for them, only to come up dry and empty handed. Coco knew she should b¬e worried for her friend and fellow designer, Rarity, who had lived there. However, something in her mind told her that she was ok, better than ok in fact.

That feeling was all that could sustain her though, through the coming days. Equestria wasn’t given a fair amount of time to react to the mystery of Ponyville as soon other mares from secluded locations started to vanish, one by one. The only clues let behind were usually some tattered clothing scraps and stallions denying any involvement of the events, despite the air around them carrying and overwhelming scent of sex as it did in Ponyville.

With only that evidence to go off, many stallions were taken into custody. The public eye was looking for someone to blame for these disappearances. Guilty or not, those men would not be happy. All these arrests only served to increase the public’s panic to the whole ordeal. Mares in particular becoming increasingly worried for their safety and the safety of their friends. Appleoosa, Cloudsdale, The Crystal Empire, even Canterlot were all reporting missing females. Luckily, Manehattan had yet to experience any mare abductions, but everyone knew it was only a matter of time.

Fortunately for them, it appeared the Princesses were not turning a blind eye to the problem. Coco had read in the papers that a large group of Royal Guards had arrived into Manehattan earlier that morning. They had commandeered an underground bunker on the outskirts of the city, and suited it for their needs.

Soon after it was posted all around town that the establishment had been converted into a mare shelter, seeking to provide all females in the area with a safe place to spend their nights. Mares eagerly flocked to the safe environment, not that they had much of a choice. Apparently the royal guard had also issued a strict curfew for all mares in the city, requiring them to attend shelters such as the one Coco was currently traveling to.

Coco let out an exhausted sigh, her warm breath clearly visible in the frigid Manehattan air. If it was up to her, she would have been perfectly comfortable staying in her studio apartment like normal. The shy earth pony was normally apprehensive around large groups of people, especially like the ones she had seen traveling to their safe house tonight.

Looking around her as she walked, she could see other mares, all of whom which she had never meet, wearing skimpy outfits, despite the freezing air temperature. The cold air only serving to harden the barely concealed nipples through the shear fabric. Coco dipped her head as a blush covered her cheeks, realizing she had helped design some of those outfits her fellow mares wore.

“Halt,” a royal guard pony said, stopping Coco steps and thoughts with a sudden halt. “State your business citizen”

“Ummm, j-just showing u-up for the mandated curfew hours,” Coco squeaked to the guard.

The muscular guard pony eyed the meek pony from top to bottom, oddly seeming to spend more time looking at her ample chest, than the rest of her body. He then nodded and smiled, waving her through before resuming his post.

Coco sighed in relief, only then did she realize the scantily clad mares she was walking beside seemingly passed through the checkpoint without as much of a stop. “How odd…” Coco thought to herself.

Coco gazed around the streets as she approached the shelter she would be staying at for the night. Security was tight, extremely tight for that matter. Royal guards appeared to watch every corner, not letting a single stallion within a couple of blocks of the safe house. Taking all the facts into consideration, it couldn’t hurt. If there were any stallions Coco could trust in Equestria, it would be the loyal royal guard.

The sun had long since set as Coco reached her destination. Pushing open the bunker door, she strolled into the structure and down the tunnel leading below the earth. Inside, were dozens of mares, all of whom had seemed to have arrived earlier, currently being processed as the final group arriving for the night.

One of the guards stationed by the door noticed the late comer, and kindly hustled an apologetic Coco towards the congregation. As he resumed his post he gazed out the window. Sensing the fashion pony was the last mare who would be arriving.

“Lock it up for the night men,” he said as he clicked the locks shut on all the doors as well as drawing the covers to the windows.

Meanwhile, Coco gazed to the room before her as she approached the group. The room was lined with tables, all of which had a royal guardsman posted next to. On the table sat many empty bags and boxes. Coco could only wonder to herself what they intended to do to them for security. Surely this entire process be something simpler?

However, some of her nervousness died down as she recognized some familiar faces among the mares in the room. Besides the scantily clad mares, there was the supermodel Fleur De Lis, reminding everyone of her beauty as she struck a pose in her elegant white dress that concealed her perfectly shaped hourglass figure. She wasn’t showing off on purpose however, if you knew her you would know her body naturally moved into such positions.

In another part of the group, stood a trio of obvious friends, Minuette, Lemon Hearts, and Twinkleshine. Apparently they were in Manehattan to either visit friends, or flee Canterlot and its dwindling female population. Coco didn’t know which one, but either way they were roped into this mess now thanks to the curfew.

The last of the friendly faces Coco could recognize was the cellist, Octavia. Coco occasionally wished she had made friends with this mare. From the way she walked to the manner in which she talked, one could tell this wasn’t any ordinary musician, but a well refined mare worthy of royalty. She had had the good fortune to be performing in a concert in Manehattan during the Ponyville invasion. Her roommate, Vinyl Scracth, did not seem to share such luck.

As she approached the smiling mares, her hopes of striking up a friendly conversation were dashed as the head guard pony began to address the group as one.

“Alright Ladies! You’re the last group of the day so I’m going to make this quick. Once you’ve all passed through security you’ll be escorted to your room where you’ll be staying for the night,” he boomed to the girls. “However, due to some recent revelations from the Canterlot investigation team, we have reason to suspect that a mare is in fact, the perpetrator of recent events. Whoever this lady may be, they could be using a significant magical object of dark power, as it is the only explanation large groups of mares have moved such great distances”

The crowd let fly a collective gasp, as the mares eyes shot to each other, as if the culprit could be in the very room. They all remembered reading about the Alicorn Amulet’s usage by a mare before, was it the cause of the disappearances?

“Naturally, we have had to beef up certain security measures in our shelters in response. A large gathering of females would be a perfect place for that scumbag to strike”

Everyone in the group relaxed, confident that they were in good hands with the royal guard. Their relaxation quickly vanished into thin air as the captain explained what came next.

“By order of the Princesses, all mares are required to surrender their clothing and possessions to the royal guard. They will be searched and magically scanned for dark magic residue, before being returned to the mares the following morning after a good night’s rest. No exceptions.”

The mares froze, just now fully taking in that royal guard ponies lined the room, waiting silently to begin. The looks carried on some of the faces obviously portrayed the mares weren’t happy with this change in plans that had just been dropped on them. However, a greater number of mares around the room just rubbed their arms, obviously more uncomfortable than upset with the thought of being naked in front of such attractive stallions. To add to that fact, they were torn with the thought of refusal, and therefore framing themselves as the instigator of the crimes.

After a few awkward moments of silence, Fleur Dis Lee stepped forward to the tables at the front of the group as she finally sighed in defeat. She reached behind her neck and untied the thin straps that held each side of her expensive looking gown up. They fell below her waist to reveal to perfectly shaped d-cup breasts that bounced free and unrestrained from the restrictive clothing. Pooling the rest of her dress at her waist, the prestigious supermodel wiggled it along with her panties down her wide hips, stepping out of them to reveal her completely exposed form, highlighted by a cleanly shaven nether region.

The stark-naked lady then neatly folded up her attire, before handing it off with a huff to a smiling guard pony who placed it inside one of the many containers. She then stepped past the checkpoint, crossing her arms across her chest in a vain attempt to retain her dignity.

As if spurred on by the sexy super model’s display of immodesty, the remaining mares reluctantly began to disrobe as well. Shirts, dresses, bras, panties, socks, and shoes all littered the room as nudity became the new norm. Every article that landed on the ground was soon picked up by the royal guard’s emerald green magic, stuffing them carelessly into various boxes, which were then securely locked and hauled away.

A guard approached a shrinking Coco Pommel, still fully dressed and hiding in the corner. Impatiently, the stallion pointed inside the box he was carrying. Coco knew she was beat as her shaking hands slowly began to remove her personal hand-stitched outfit. It feel to the floor, leaving the slender mare scant clad in nothing but her cream colored underwear. With another glace from the guard, they too were quickly pulled off and placed into his possession.

Coco now blushing a powerful crimson on what seemed like her entire body. She attempted to hide her privates from the leering eyes of the guards and mares around her with her hands.

The guard pony smiled and softly spoke. “You know… you’re actually pretty cute. You shouldn’t be ashamed of your body”

This only served to redden the blush Coco held in front of the attractive stallion. As he walked away, Coco could spot some other mares who had listened in, playfully giggling at her new high school crush.

Coco’s hands were now occupied with the task of covering her embarrassed face, as the newly exposed mares were gathered and escorted by the royal guard down the hallway to their quarters.

Finally, the group arrived in the large dimly lit room. To the naked mares relief, the room was actually well heated, the only problem being there was nothing to sleep on in the room. Most of the walls lay bare excluding a roaring fireplace in the center back of the room, which must’ve been the source of the heat.

“B-But where are all the beds?” a puzzled Coco asked to the guard, as they took their positions on the walls. “I hope we won’t be sleeping on the floor tonight,” she pouted. She had secretly dreamed they were going to be given the five star treatment for some reason.

“They’ll be here momentary ma’am, please go join the others”

Tip toeing back to the group of exposed mares who stood in the center of the room, she waited idly by for something to happen. Some appeared to have grown more accustomed to the fact their bodies were on fully display, and no longer made an effort to conceal them.

Coco’s ears perked up as she heard some of the girls chatting about the disappearances, seemingly concerned for the mares but having no new insightful information that could lead to a cause or a culprit.

A few minutes passed of idle chatting, yawning, and stretching, all while the royal guard stood around the room silently waiting, often stealing glances at certain parts of the females in the room. Finally, the door to living room opened to reveal not their newly arrived beds but…

“Princess Celestia!” The mares shouted in unison, some were puzzled at her appearance here of all the places. The sun goddess strolled into the room, clad an elegant white and gold silk robe.

Coco was one of the few who remembered to bow to their princess, only to be returned with a warm smile from their celestial leader, which caused Coco to melt slightly at the mere sight of. The other mares seemed to be busy flocking around the princess.

“Princess! Princess! Have you found the missing mares yet?”

“Princess! Do we know who is behind the attacks?”
 

“Did you ever have a thing for your sister?”

Celestia only smiled at their questions as she pushed back to calm the mares. She took approached the fire pit, standing before the roaring flames as the mares gathered around her.

“Now now my children,” she softly spoke, the room feel silent “All of your questions will be answered in due time, but that is not why I am here however”

“Why are you here Celestia?” a puzzled mare asked to their benevolent ruler. It was a rather good question to ask, Coco thought. She could have sworn she read in the papers that Celestia would be remaining in Canterlot for the week while she personally oversaw the investigations.

“I am here to spend the night with my loyal subjects,” Celestia relied calmly, giving a loving rub to the mare who had asked. The mares burst into a fit of gleeful giggles at the thought of the night turned into a royal slumber party.

“But why?” a still confused Coco asked to the princess.

“Well my child, we’ve all realized we are living in troubling times, the disappearances of my loyal subjects has affected us all, as a nation”

The room nodded in agreement.

“I realize it is not a simple request for a princess to demand a group of beautiful women like yourself to disrobe in front of my guard, and it is times like these, I would like to remind you all that not even I should be held above everypony else”

And with that, the ruler of Equestria’s robe enveloped in an emerald hue of magic, then instantly vanished, leaving the regal princess as bare as the mares before her.

The group let out a collective gasp as their eyes flew to the perfectly formed body before them, illuminated by the fire to her back. Her breasts were large yet firm, showing no signs of sagging despite her age. Her clit was cleanly shaven, not a hint of hair reminded to be spotted, despite every eye in the room thoroughly looking. Her long legs appeared to be muscular and yet as the same time, soft and seductive.

“If my subjects are required to expose themselves to the world, then so shall I,” the Sun Goddess declared. The other mares nodded absentmindedly in agreement, still busy taking in all of their leader’s hour glass figure, some yet to realize they were drooling out of an open mouth. Coco was one of them. Never willing to admit she had secretly dreamed of being taken by Celestia, although to be fair, she was sure most mares and stallions did too. Coco was extra thankful she was standing in the back row as to help conceal her soaked pussy lips. Judging from some of the girls in front of her however, she was not alone. Some hands in front of her appeared to be drifting below, struggling not to attend to the burning sensation between their legs.

“Now ladies, if you would all please take a seat. There are further matters I wish to discuss with you”

The mares obeyed, joining their princess on the ground as she spoke.

Celestia sighed as she began to approach a difficult subject matter. “I have lived for thousands of years, and experienced many stressful days during my life. One of the most important things I’ve come to realize is that it is imperative that I keep my mind stress free and relaxed. I say this, not as just your ruler, but a mare as well. We have a duty to the world to not allow recent events get to us, or else the villain behind it all has already won.”

“With that said…” Celestia spoke calmly, taking a deep breath. I would like to share with you my own personal method of stress management. I hope you will all follow along in suit.” Without another word, the queen placed her hands upon her legs spreading them to the side, displaying her own royal sex, dripping with her juices, to the crowd. After checking to ensure all eyes on the room were between her legs, her fingers dove in, quickly going to town, working her folds with experienced precision.

“Aaaaaahhh!” the princess released with a lusty moan, arching her back as she closed her eyes, lost in the pleasure in the moment. The princess smiled in her own mind. There wasn’t a chance the girls would resist. She could feel the sexual tension in the room, and knew the inevitable was coming.

The mares were speechless. Everything was just moving so fast! One moment they were stripping naked in front of a room full of attractive stallions, now their princess sat before them, just as exposed as they were, masturbating for all eyes to see like it was just another day!

Other girls in the room handled the shock quite well. Finally allowing their mischievous hands what they wanted all along, as their fingers dove into their dripping snatches. Their hands going to work as their nimble fingers thrust in and out, earning lust filled moans across the room.

Twinkleshine watched as her two friends beside her rubbed their clits vigorously. Giving into peer pressure, a hand flew up to her chest, pinching a sensitive nipple, while her own hands fondled the burning sensation between her legs. It wasn’t enough. She rolled her stomach so as to mash her breasts into the ground beneath her. Arching her ass in the air with her knees, her fingers found their way back to their spot, as they began to pump into her earnest cunt with fiery passion. Unknowingly giving a perfect view of her lusty act of self-love to the stallions behind her.

“G-good girls…” Celestia panted between her finger’s thrusts. “Let out all that pent up stress you’ve been carrying around. Don’t be ashamed to let your inhibitions fly!”

Coco to felt the immense sexual energy filling the room, but restrained herself to nothing more than an occasional flick to her slit, knowing that the stallion guard ponies were still positioned around the room, watching the mare’s show with clear enjoyment.

“You there,” Celestia spoke, looking at the shaking Coco.

“M-Me?!” Coco stammered, as the princess ceased her efforts on her own snatch. Rising from the floor to walk over to the slender girl.

“Is something the matter? The rest of my subjects are enjoying themselves, why aren’t you?”

“I-It… it’s just…” Coco softly spoke, eyeing the guards around the room.

“Heh,” her princess giggled, “Dear, let me share with you something I learned long ago,” Celestia gently spoke, placing a comforting hand on the timid earth pony’s cheek. “The female form isn’t something that mare should be ashamed of. It should be embraced in all its glory! Let my men appreciate what it means to truly be a mare”

With that, the sun goddess’s hands went down, slowly inserting an experienced finger into the soaked passage of the fashion pony, while the other hand pinched an exposed nipple, hard.

Coco let out a gasp of pure pleasure as she felt their god’s fingers work inside her tight passage, rubbing her most sensitive spots with ease. Doing so in just the right way, as if she knew her body better than she did herself! That jump started the girl. Dropping onto her back, both of Coco’s hands dove into her snatch, working her folds with animalistic lust, no longer caring about the guards who watched her every move.

“There’s a good girl…” Celestia cooed, patting the horny mare on the head before walking back to her spot in the front of the crowd. Celestia looked around, giving a devilish grin. Sure enough, every mare in the room was busy at work, showing no shame as their hands attended to the burning fire between their legs, moaning like animals in heat.

Celestia approached a flustered Octavia, who was currently biting her lips as she shuddered from each touch her hands worked onto her. The cellist hit a sensitive spot in her pink folds as she let loose a wild moan, proving to the mares around her she wasn’t as uptight as she seemed.

“Don’t forget to attend to these girls up here,” Celestia said, reaching over and grabbing a nipple on one of the swaying cellist’s tits. Giving the pink flesh a rough pinch before saying “You have magnificent breasts dear, it’s such a shame you don’t show their natural beauty off more often.”

Octavia said nothing, her mouth otherwise occupied with lusty moans from her princess’s naughty words. Sparing a hand from the valley between her legs, she grasped one of her swinging breasts. Bringing the voluminous tit to her flushed face, while she took an erect nipple into her mouth and began to suck in earnest.

The distinct scent of lust filled the room. The moaning increased each of them felt their impending orgasm approach. Doubling their efforts, the mares furiously massaged their clits, begging for release.

Coco’s face was morphed into a look of pure ecstasy. Her mouth flew open, her vision blurred into nothing more than stars. Her hands pressed into her moist folds until finally, she came harder than ever before. Wave upon wave of pleasure flooded the timid girl’s mind as her body squirmed on the ground.

Around her it appeared as though the floodgates had been broken. Each girl let out a scream from the bottom of their lungs as they released their pent up excitement they had kept bottled for the night. Their bodies shuddered as they arched their back under the intensity of their orgasms. The floor soon became flooded with the juices of the horny mares.

Celestia could only smile from ear to ear as she observed her subjects. Each girls lay on the ground as they rode the waves of their respective climaxes, panting to the ceiling, with an occasional twitch here and there.

After a while, Minuette and Twinkleshine rose from the floor, turning to Lemon Hearts between them. Each grabbed a tired hand, which both rested in her moist pussy, and brought it to their mouths for a thorough cleaning.

“Mmmm, you certainly do live up to your name Lemon Hearts,” Minette cooed as she cleaned the love juices from her friend’s fingers with her tongue.

“Now then…” Celestia grinned, drawing the attention back to her. “Doesn’t that feel better girls?” Some heads in the crowd could only nod, others gave a moan of agreement.

“Well since I don’t imagine any of you will be sleepy after that…” Celestia paused, only to be meet with the sound of mares still attempting to recover from their intense orgasm.

“Excellent!” Celestia beamed, clapping her hands together. “Then I guess nopony would mind if we shared some stories? Because I believe I was asked regarding my relationship with my sister”

All heads in the room shot up, ears perked at the prospect of grade-A gossip.

“It is true the two of us have engaged in certain amorous actives. In fact, we perform them quite regularly on a weekly basis. My sister enjoys the rough treatment. Spanking, biting, whipping… she takes them all with a smile”

The room feel silent once again. Was the princess really just admitting every juicy detail of her sex life? The feeling of a fire slowly started to return between many mare’s legs.

“Every other night we can usually be heard masturbating from our private quarters… if my sister has been extra good, I usually assist her. She has the cutest face when she cums,” Celestia giggled with a sultry look to the mares.

“But enough about me. I am dying to hear what you girls have been up to in your private lives. Shall we go around the group?”

One by one, each mare spoke up. Revealing their deepest and darkest held secrets to the entire room, including their leader. Hesitantly at first, but soon realizing there was no judgement from their fellow ponies. After that, the atmosphere changed into more of a competition, seeking which girl had the naughtiest sex life of them all.

“My boyfriend once talked me into a three way with another mare, I ended up dating her instead later. But we still invited him over from time to time to let him upload in us. She was great and all but I still needed a cock inside me”

“I once had sex with my colt friend, even though I knew the girl next door was secretly watching. I later found out she had taken pictures of the entire thing and showed them to all her mare friends, which only turned me on more!”

“I’ve always wanted to try anal sex,” spoke Fleur, “but Fancy Pants has no wish to even try such a thing, despite my continuous pleas for him to take my ass” she signed to herself. “Our sex life has never been great. Lately, I’ve even had thoughts of pursuing a career path in pornography, just so I could experience a real lover for once” She was meet with comforting pats by the surrounding mares who sympathized with her problems. Finding a proper lover in this world was difficult, not helped by the fact mares outnumbered stallions by a three to one ratio.

The mares continued to share their sex stories, Celestia seemingly never satisfied until every detail of the mare’s private life was out in the open. Photo Finish stated that she enjoyed taking her interns out into back alleys to ravish on a weekly basis, but Celestia didn’t settle for just that. By the time the silver tongued princess had finished with the mare, the entire room knew that Ms. Finish had a kink for publishing anonymous photos of herself in Play Pony magazine while in various states on undress from the shoulders down. Several mares blushed upon remembering they had gotten off to the issue she spoke of.

Octavia was foolish enough to believe the horny princess would be satisfied by simply saying she and her roommate had two beds in their house, to fool their parents of course, but only ever used one of them. Celestia took a wide interest in this particular mare, coaxing her into revealing her favorite positions, partners, and of course, sex toys, some of which Coco had never even heard of before. Apparently despite her relationship with Vinyl, the cellist had multiple friends-with-benefits arrangements with a few different members of her orchestra.

The eyes in the crowd all shifted towards Minuette, who did not disappoint. Whenever her mare friends held a slumber party with her, the blue pony would bring a vibrator between her legs as the other girls slept. Often waiting until they were completely asleep before sliding their PJs off, and groping their exposed forms.

“Lemon Hearts, Lyra, and I knew that for a looong time, Minuette,” Twinkleshine interjected, matter-of-factly. “We were doing it to you too. It turns out a mare can cum in her sleep”

“WHAT?!” A shocked Minuette could be heard shouting. Even some of the guard ponies who were intently listening to every word the mares spoke managed to laugh at that.

The mares giggled with each tale, some of which couldn’t resist sliding a hand back down between their thighs to attend their aching sex.

As the Lemon Drops finished her story involving walking into the wrong locker room on purpose, which ended with her pleasing the entire room of colts with her hands and mouth as a fake apology, Celestia chuckled. “I guess we are all just a bunch of slutty whores, aren’t we?”

The girls laughed as they turned to Coco, the last pony to have yet speak.

“Well dear? What do you have to share with us?” Celestia asked softly with a warm smile. “A tale of love and lust perhaps?”

“W-Well…. no,” the timid Coco responded meekly, averting her gaze from the crowd of mares on her.

“No…? You are not a virgin though, is that correct?”

“Yes… m-my boss took my virginity… we were both drunk after attending a party. But it was over in minutes, he took me over my own work station and thrust into me a few times before he came inside” Coco shamefully admitted. “I wasn’t even able to get off from the experience…”

“Oh my… I am so sorry dear,” Celestia slowly spoke, taken aback. The other mares decided on giving the dejected pony a comforting hug. “There few greater tragedies in this world than when a mare is left unsatisfied.”

Celestia paused for a moment, thinking to herself. “I can’t change the past, but perhaps I could do everything in my power to make it up to you,” Celestia said, beckoning one of her guard ponies over with a finger. As he took his place beside Celestia’s side, Coco let out a gasp, realizing it was the same friendly attractive stallion who had boxed her clothes earlier.

“This here is one of my best and strongest men,” Celestia said, before firmly grasping the stallion’s pants and pulling them to his feet with a single tug, revealing his throbbing shaft. The impressive member gave a twitch as all eyes in the room glued themselves to it.

“This little friend of his is guaranteed to bring you to climax several times over before he’s finished,” Celestia boasted, admiring the impressive member with her hands. “His job depends on it” The handsome guard let out a gulp. “And you are free to borrow him for the night to use in any way you wish. Please return him in the morning, assuming your mind is still intact that is…”

Coco’s body could only tremble as the gray royal guard slowly walked over to her, taking his position in front of the shaking mare. He lightly pressed a hand to her face, steadying the poor girl as he gave her a reassuring gaze. Coco nearly melted at that look! It conveyed every emotion of excitement he held, while also telling her to relax and enjoy herself. Coco nodded, steeling herself for the rough ride ahead of her with a smile.

“Well girls,” Celestia spoke as the crowd watched the two ponies flirt together in their own little moment. “It certainly would be unfair of me to only grant one of my loyal subjects the pleasure of a royal guard’s treatment. Would anypony else desire to take one of my men out for a test ride tonight?

Every single hand in the room shot up, an action so quick their breasts bounced as their bodies practically leap from the floor.

Celestia let loose another giggle. “That’s what I like to see,” she said as she gestured for the rest of the guards in the room to join them. “One tiny problem though ladies, it seems as though there aren’t enough of you girls to go around, so I’m afraid some of my men are going to have to share your bodies. I hope you can handle them, they certainly can get quite aggressive sometimes.”

One by one, the royal guard approached the naked women, stripping off their uniforms as they walked. Standing beside whatever mare they wanted to fuck, letting the mares gape at their throbbing appendages in all their glory.

The air was thick with lust-induced anticipation, as the mares slowly started to rise to their knees. Some choose to take the cocks in their mouth, ensuring they were properly lubricated for their incoming assault. Other stallions in the room elected for a different approach, sliding their shafts over the folds of the dripping mares. The mares let a whine escape their tongues at their partner’s loving tease, wanting nothing more than for the men to simply impale their cunts with their rock hard cocks.

“Oh… and perhaps there is one more thing I should tell you mares before we begin,” Celestia spoke from her spot.

Suddenly a blazing cover of green flame enveloped the princess. Emerging from the flames stood a women, her bare flesh no longer white, but pure black, giving a predatory smile to the mares before her.

“Chrysalis!” the mares shouted in unison. They weren’t given full time to react though, as each of the royal guards subsequently enveloped in a green flame. Emerging to reveal a pack of changeling drones, their members even longer, and their bulging muscles even better pronounced. It was a lot to take in – especially when one of those drones appeared in front of them, their cocks still positioned to piston into their soaking holes at any moment.

“That’s right girlsss~” Chrysalis cooed. “I’m afraid my men and I had a little fun tonight getting you into the mood. But I’m happy to say you all passed our little test with flying colors. I think you will make excellent additions to our program.”

Chrysalis chucked at herself at each of the mares shocked expressions. No matter how many times she did this, it never did get old. Continuing she spoke, “Make no mistake though, my men are fully willing to fucking your cute little brains out, but if any of you girls feel like stepping out now, we won’t hold it against you.”

All of the pony’s eyes glazed to the creatures that stood before them. Everything was still there. Their comforting look, their gentle hands caressing their flesh, soft kisses along their neck and down their stomach, and of course their throbbing organs between their legs. There wasn’t a hint of malice or hatred in their eyes as one might think, hearing about the invasion in Canterlot, but only soft loving expressions. The mares knew these creatures wouldn’t hurt them, in fact, quite the opposite.

One by one the ponies nodded, signally to their lovers they were ok with the change and wanted to begin.

“Good…” Chrysalis gave a devilish grin as not even the shy Coco Pommel showed any desire of stopping. “Enjoy yourself girls!”

And with that every changeling in the room let out a pleasurable hiss as their lubricated members easily slid into their prize’s soaking slits. Throwing her hair back, Coco let loose a deep moan of ecstasy. God, it had been far too long since she had a dick inside her.

The drone watched in awe as Coco’s tight pink lips hugged his prick, and trickled more of her juices down the shaft and her thighs. This mare was amazingly tight inside! Almost like a virgin. He could feel her walls clamp down, attempting to squeeze the life from his cock as he thrust another inch of his length into her silken depths.

Various gasps and moans could be heard throughout the room as a symphony of lewd smacks and occasional slap echoed across the room. Each mare working hard to impress their experienced lovers.

Fleur seemed overjoyed from the fact that she was finally being able to experience being taken from behind. The pure sensation was more than she could have imagined. A drone behind her shared the expression as he ravished the rich women’s anal virginity away.

“Ahh!! Mmmmmmm, it feels sooo g-good,” the shameless mare moaned as the drone behind her drove into her ass. “This is so much better than what Fancy Pants could ever give me!!”

Being unable to resist the unattended lower region of the horny mare, a changeling drew himself alongside the mare, sandwiching the supermodel between his fellow soldier, before shoving his pole into the depths of her quivering walls.

“AAAA! Too m-much!” the mare shouted, as her body begin to numb with pleasure. She felt every pulse of the two cocks lodged within her privates, sliding into pleasure points she didn’t even know she had.

Lemon Drops was also one of the lucky ones as a guard approached her mouth, wanting to see if her perverted tale was actually true. Presenting his thick meat to her face with a few slaps on her cheek, Lemon Drops wasted no time going to town on the cock, doing her best to work her throat muscles as she was railed from behind by another drone.

Coco looked down at her lover’s cock penetrated into her pussy lips at blinding speeds. True to Chrysalis’s words, she was on her third orgasm so far, and rapidly approaching her fourth.

The changeling above her let out a hiss of pleasure as he felt Coco’s velvety walls constrict around her member. He could tell from the moment she walked into the safe house, that this was the mare for him. She eagerly gave her body willingly to him, and he would not disappoint. He bit his lip as he convinced his cock to give this sexy mare the greatest lay she would experience in her life.

The drone changed his angle of his thrusting slightly, allowing himself to hit even deeper into the fashion pony’s cunt. Coco felt a sudden shock within herself, one that made her gasp and shudder. She threw her arms around the neck of the changeling above her and held on tight. The drone smiled as the girl quivered into his neck, her fingernails digging into his muscular back.

Coco let out a moan of ecstasy as she pleasured herself on the throbbing member that was impaling her. She felt her climax fast approaching, the drone above her seemingly knowing as well as he picked up the pace of his thrusts, showing no mercy to the horny girl. Her tits swung free, bouncing with every thrust from the frenzied soldier.

With a final grunt, the changeling hilted himself inside his target, emptying his load into her hungry snatch. Rope after rope was pumped into the tight cunt, the drone determined to fill it to the brim and beyond as he continued to thrust.

The feeling of another species’ cum filling her womb was too much for Coco to handle. Letting fly her loudest scream yet as she came harder than any moment she had experienced in her life. Her entire being quivered with overwhelming pleasure as orgasmic bliss threatened to tear her sanity apart. After minutes had passed, seemingly hours in Coco’s mind, her lovers thrust slowed to a halt, and she collapsed onto the floor.

Around the room, the other members of the orgy were quickly approaching their final straws as well. The moans around the room reached a lewd crescendo as cocks spurted searing hot spunk into the mares.

Fluer’s eyes shot open wide as she felt the twin rods in her willing holes erupt at the same moment. Searing changeling spunk filling every inch of her insides as her belly swelled slightly, struggling to contain it. She shuddered at the pleasurable feeling of her body being used for the sole purpose of pleasing the two members.

Octavita let out a gasp of surprise as she felt her own lover’s sticky essence fire off into her womb. She half expected them to pull out like her partner’s normally did. But she soon relaxed, enjoying the feeling of her deepest regions with covered with cum. Knowing the fact that it wasn’t one of her safe days only served to turn her on even more.

Minuette, Twinkleshine, and Lemon drops were all facing each other, being railed doggy style by a drone behind them. An unspoken competition had formed between the girls, seemingly whoever could milk the most baby batter from their new lover’s cocks into their fertile cunts. The three drones let out a grunt as their members came inside the girls, feeling their tight walls work to coax every drop of cum from their balls. Feeling their wombs filled to the brim drove each of the mares into their final orgasm of the night. Their arms each gave way as they fall to the floor, as nothing more than a moaning, writhing mess. The three changeling behind them still working to pump their entire supply of essence into the girls, determined to impregnate the trio.

At last, the action in the room slowly to a halt. The only sounds remaining were panting breaths with the occasional moan. Not a single pussy in the room remained empty, all except Chrysalis that is, who seemed content to simple watch her men break in their newest addition of mare breeders. This batch in particular was certainly looking promising.

Coco cooed as she cuddled up against her lover in a warm embrace. The drone’s cock was still lodged inside her lower lips, serving as a plug to keep the entire supply of changeling cum inside her unprotected womb. Breaking the moment briefly, the changeling levitated a collar in front of his mate.

Without a moment’s hesitation, Coco grabbed it and fastened it around her neck, the ends permanently fusing together as the last clothing she would ever wear. Smiling, she resumed her cuddle session with her partner, overjoyed with the greatest gift she could have been given.

“Well ladies, I’d certainly say you all had one hell of a night,” Chrysalis laughed to herself. Continuing, not expecting a response from the exhausted mares the queen said, “Now, if you’re willing, I can take you girls to your new home, and this can become an hourly thing for all of you.”

Chrysalis paused, letting her words soak in, “You shall be reunited with your missing friends, and I’m sure the rest of your remaining mare friends will be joining us shortly. All I ask in return is you simply give us your body and love to use as we see fit”

The mare’s ears in the room perked up, seemingly fascinated in this once in a lifetime opportunity.

“If you are interested, my men have a special little gift for you”

Changeling slave collars flew out as they were held by her magic in front of each panting mare. Some of the girls in the room wasted no time fixing the collars around their necks. Others were more hesitant, but soon gave into temptation as the collar went on, forever signifying their new place in Equestria.

Chrysalis gave her patented devilish grin, no longer surprised by the fact a single mare had yet to turn down their offer yet.

“How does it feel girls? To know you belong to a species that has perfected love in its entirety?” Some girls gave a shudder at the thought, excited for what came next.

Chrysalis’s horn glowed a powerful emerald green as she prepared her mass teleportation spell back to the hive. She ever so looked forward to breaking in the next group of mares. Ruining Celestia’s reputation over and over never managed to grow old.

With a flash, every occupant in the room vanished into thin air.