“If you ever…EVER try something like that again…! I’m gonna-I’m gonna…Aauggh!!” Twilight started, hitting Spike’s chest with weak balled up fists. Emotions overflowing through her as she thought back to the horrors of being trapped within her own mind, unable to do a thing about it.

“You’re back! Thank Celestia you’re okay!!” Spike cried, wrapping the alicorn’s slender bare body up in his arms, rendering her flimsy punches worthless.

“Hey! I’m still mad at you!!” Twilight fumed back, but hearing her talk normally again only relieved the dragon further.

“I missed you so much, Twilight,” Spike said softly, causing the alicorn to finally relax into his arms as the tension died down in an instant.

“I missed you too Spike…” Twilight replied.

“Hmph…” Chrysalis pouted from the corner of Spike’s room with crossed arms. Why anyone would miss the men here was beyond her. Twilight should have been thanking her for separating the two of them up.

“Let’s get that inhibitor ring off you,” Spike said after the long awaited reunion moment had passed, pulling out a key from his pocket. He quickly unlocked the ring, sliding it off the alicorn’s horn as she felt magic return to her body once again. “Just don’t go blasting any holes in the walls just yet…”

“Hehe, fine,” Twilight giggled, relieved at least in the dragon’s trust of her again.

“Now then, Twilight,” Spike said, growing deathly serious all of a sudden. “Chrysalis mentioned that changing stallions into mares with changeling magic was partly your idea. I want your explanation...”

“Oh yes,” Chrysalis shot in smugly, “one of our finest pieces of work, if I do say so myself. Of course anyone would be dying to know the details behind such genius. Go ahead and tell him, Twilight.”

“O-oh…. w-well….” Twilight stuttered, growing swiftly nervous from the dragon’s stare, not exactly as proud as Chrysalis herself appeared to be. “To be h-honest… it’s kind of because of what you just did…”

“What?!”

“You-you… freaked out when you saw the new me! You thought something was seriously wrong with me and you overreacted!” Twilight started. “It was awful! And think of all the other stallions that were close to a mare and what would happen if they were reunited! We aren’t blind to what we’ve done, Spike! We never were! The mares with the changelings still miss their old stallion lovers, but they would have rejected us if we came back… calling us cheaters or harlots because we willingly let ourselves get carried away by the invaders!”

“Twilight…” Chrysalis interrupted, her past smile fading with a faint hint of a growl. “What is this nonsense? You informed me it was meant to serve as a lesson for how the men should learn the proper method of treating a mare. Are you telling me a part of you actually felt ashamed by what you were doing with us, despite my direct orders not to?”

“I’m sorry, Chrysalis,” Twilight shrugged sadly. “But it’s the same thing as before… we can’t control how our bodies feel.” Chrysalis just grumbled again, glaring at the alicorn. Her mind already abuzz with vivid mental images of how she would personally punish the mare once every trace of Appleloosa’s existence was thoroughly destroyed and they returned to the hive with their new mares in tow. Maybe she’ll make the dragon watch, it would be more than he deserved after all.

“Most mares wanted their stallions back with them, but because of how you guys were ummm… acting… back in Equestria, they knew the changelings couldn’t exactly invite them to come and stay at the hive…” Twilight went on. “But at the same time, we knew we couldn’t just leave you all out here! Chrysalis’s plans involved abducting every single mare from Equestria, even if it meant hunting down and training each one herself!” Chrysalis was back to looking smug now. “Even if you men managed to learn how to survive on your own, no one would be able to reproduce without us!” Twilight said, her voice subtly becoming more frantic sounding now. “S-so…. to prevent you men from dying out and keeping Equestria unified I came up with the idea to swap their genders using changeling magic then bring them to the hive! B-but most importantly… I hoped the experience would show the stallions how amazing changelings could be! T-then they would really understand why we let changelings take us! Haha! THEN they would understand and forgive us for sleeping with the enemy! I m-mean they would have done it themselves too at that point! Heh heh…. T-they wouldn’t be able to stay mad at us after that!!!”

Spike just stared blankly at the crazed alicorn. She looked like she was doing her whole freak out routine like when she thought she was late mailing her friendly lesson of the week to Celestia. But Celestia was no longer in charge now… and Twilight’s new mentor had a different idea of how the alicorn’s behavior lined up to an acceptable standard.

“Take a lesson, dragon,” Chrysalis cooed. “This is why I love mares! Unlike your kind, they are selfless! They experience a mind numbing orgasm at the end of a superior changeling cock then goes on to help bring others in to share that experience with them! Heh, Twilight was invaluable in our invasion efforts, in fact all of the princesses were! Celestia and Cadence always seemed to know exactly where mares would be hiding… ripe for the picking. Even Princess Luna would sneak into their dreams at night, learn of their locations for my drones before advising them to drop their defenses… I couldn’t have done it all without their help!” Chrysalis remarked. But the dragon and alicorn couple seemed more focused on their own conversation than whatever Chrysalis was saying.

“C-chrysalis said she would change them back after a while…” Twilight went on, hoping that statement would buy her some points, not comforted in the slightest that the dragon didn’t appear to be seeing her logic. She didn’t know why he didn’t though, it all made sense!

“Mmmmm, yes. I did say that,” Chrysalis cooed with a devilish grin.

“Twilight…” Spike began. “That is seriously the absolute dumbest idea I’ve ever heard!”

“W-What?!” Twilight stuttered, back into total freak-out mode. Did Spike mishear her explanation or something? Did he just not understand?! Her plan was perfect!

“Did you ever stop to think that I like being a guy!?! That I enjoy having a dick!? I don’t want to lose that just so you girls can teach us a lesson!” Spike continued.

“No!! NO!! You-you just h-haven’t tried it yet!” Twilight panicked, feeling the judgmental stare of the dragon glaring at her even more now. “You would l-love it if you gave it a shot! It-it’s amazing what a changeling cock can do to our bodies! It’s unlike anything you’ve ever felt!!” She said, scrambling around the dragon’s muscular body, imaging the changeling’s magic giving her dragon a nice curvy figure, with large bouncy breasts like his friend Ember. Five minutes on a changeling and he would see why they let themselves get taken get in Ponyville those many months ago! S-sure he was mad now… but all she needed to do was-

“TWILIGHT!” Spike yelled, snapping the frantic alicorn from her train of thought as he grabbed her shoulders. “I don’t care who you want to have sex with!! I just want you to be happy and to be a part of your life!!!”

“……What?” Twilight said softly. Did she just hear that right? Her frizzled hair slowly coming down to a more normal state. “It’s o-ok with you that I’m a slut…?”

“It was a bit of a shock, sure,” Spike replied, calming the alicorn, “but I’m not here to stand in the way of your happiness. If you girls all like being naked and having sex all day… then I’ll support you through it.” And if he was a little bit less upset, he probably would have considered adding how much of a turn on that would be to see.

“Oh Spike….” Twilight started, jumping up to the dragon and wrapping her arms around him tightly, pressing her breasts into his firm chest. “I’M SO SORRY!!!” She cried, sobbing uncontrollable as emotions ran wild. “I-I didn’t know!!”

“Shhhh shhhh,” Spike cooed, softly comforting the alicorn. “It’s ok, Twilight. It’s ok…”

“I feel so stupid….” Twilight cried. It seemed so obvious now! But that obviousness only served to deeper her shame in failing to understand it before. Now, the damage from the gender swapping had been done, and it was partly her fault! “How can I have let this happen…”

“Oh can it with the waterworks, will you?!” Chrysalis interrupted. “Don’t let this dragon drag you to its intelligence level! You’ve done nothing wrong, Twilight! The stallions are getting exactly what they deserve being changed into fuckable mares!! The only reason you should feel dumb is from continued exposure to these half-witted monsters. It’s contagious! I’m starting to feel it too…”

Before Spike could reach into his bag of snappy comebacks, Twilight responded to her first with an entirely different statement…

*sniff* “Chrysalis, don’t you see what’s going on?” Twilight said sadly, drying her eyes. “I didn’t want to believe it all at first… but this is exactly what the changelings have been trying to teach us this whole time! The gender swapping idea was ours, and it was an awful idea! This is exact proof why we shouldn’t be the ones deciding these things! It’s not a women’s place! Like they’ve said!”

“Ummm… what?” Spike said, confusedly.

“What do you mean… we?” Chrysalis asked with a raised brow. “I thought it obvious that changeling women were the one exception to that rule…” Which once again, basically meant just her.

“Yes… all women!” Twilight reiterated. “Just like sex, we aren’t meant to be in control! W-we let our lust get the better of us! It’s twisted our sense and cause us to choose the hottest sounding course of action, but not the smartest one! There are a million different ways we could have allowed the stallions to accept us for who we are… but we choose….that! Men have a better grip on their minds, that’s exactly why only they should have the power to decide! Let them do all the thinking for us!”

Chrysalis could be seen releasing a deep growl, obviously conflicted between someone telling her that her plans were flawed, but having that someone being a pony she loved. She couldn’t exactly swear Twilight out like she had with the stallions. This pony actually had worth.

“You forget yourself, Twilight…” Chrysalis said with a warning tone. “I am queen of the changelings… I don’t make mistakes in judgement! Stallions deserve to be punished for not enslaving you before our arrival! The spell served that purpose!!”

“How were we supposed to know mares like being somepony’s slave?!” Spike shot back. Not like his mare friends really wore any of the signs on their shoulders before this. And like many guys out there, they would have gladly fucked their female friend’s brains out if they simply asked… but they didn’t. “Not to mention slavery was illegal under princess Celestia and Luna’s rule! It would have been illegal for any stallion to even try to own a mare as a sex slave!”

“Well fine! The cowardly stallions were afraid of breaking a few laws in order to do what was right?!” Chrysalis shot back, ignoring the other point of mares in power making horrible decisions. “Some men you are!”

Twilight only sighed to herself as she ignited her horn with magic, targeted directly at Chrysalis.

“W-wait… What are you doing?!” Chrysalis said with growing panic now as her body was levitated upwards, powerless to fight back on account of her own inhibitor ring around her horn. “Release me this instant!” She shouted, but Twilight ignored her pleas. Clearing Spike’s bed with a burst of magic, the alicorn levitated the flailing queen down onto the surface, face up and limbs spread eagle. A few series of rope flew out from Spike’s rape kit, something that came fully stocked and loaded in every Appleloosa room. With some quick magical work, Twilight made sure to tie down Chrysalis’s ankles and wrists to the four corner bed posts, making sure the knots were extra tight, rendering the changeling’s naked form vulnerability and open.

“That’s just it, Chrysalis,” Twilight said sadly. “All we have are opinions! And outside of sex, a women’s opinions don't matter compared to a man’s! We both need to learn that!”

“Let me go! I have nothing to learn!!” Chrysalis roared in frustration, partly over the lack of her old changeling love strength. It just wasn’t fair! Had the alicorn pulled this stunt anywhere else in the world she would have easily powered her way out of her constraints and swiftly punished the foolish mare until she could no longer feel her own butt for a month.

“Spike…” Twilight said with a growing mischievous smile. “Do you know that Chrysalis here actually has a stallion master back in the hive?” She teased, flicking the common slave collar that remained forever locked around the queen’s neck. A constant reminder to the queen of what happened when she tried to outsmart a group of stallions. To the other mares of the hive though, they tended to see it as undeniable proof even the mightiest of their gender would fall beneath a man.

“Really now?” Spike said with much growing interest.

“Oh yes! The hive is a very public place! We all saw every naughty little thing they used to do! A very handsome and smart stallion… he’s spent weeks trying to train Chrysalis into a proper little sex slave, like any women would be happy to be… But she’s very stubborn, always resisting his efforts, even though her moans when he fucks her holes shout out that she loves it!” Twilight cooed. Chrysalis’s face blushed red in embarrassment, not something Spike really thought she could do from one who strolled around so casually naked. “Chrysalis… before the invasion, you alone gave birth to your swarm. Thousands upon thousands of them! I know you’re just a women, but come on! Even you have to see that you are literally the last one of us who should be thinking she is meant for something more than just sex and breeding, let alone leading an army!” Twilight giggled, fully realizing how ridiculous the female changeling being allowed to operate this whole time sounded. “But that stops now! You have to learn we can’t just do whatever we want! We’re slaves!”

“I am not one of you!!” Chrysalis shouted. “I should have been ruling over all of you by now! And if you know what’s good for you, you will release me, now!!!”

“But you are one of us!” Twilight reaffirmed, not backing down in the slightest. “Your body is built just like any other mare! A womb to grow our offspring, wide hips for childbearing, breasts to nurture them with milk… all of it setup perfectly to be sexually appealing to men! Do you think we were meant to have a superior brain to stallions over all that?! The universe is sending us all the hints we need, Chrysalis!” But no matter what the alicorn said, the changeling was hearing none of it, still struggling in vain against the rope holding her. It was like trying to reason with a brick wall! It was honestly the worst case of female disobedience Twilight had ever set her eyes upon. Even the most misbehaved mares back in the hive would have acknowledged her points. This called for a more drastic measure.

With her magic, the alicorn levitated out a smooth crystal dildo from Spike’s kit over to her hand, where she dealt the tip a few quick sensual licks to prepare it. “Spike, we’ll need to take over her master’s training if we want to get anywhere with her. It won’t be easy….. on her…. but I think you’ll like this! Back in the hive, I spent a few days developing this certain spell for even the most troublesome mares, all of which had trouble obeying their owners like proper submissive sluts. Funny thing was, it worked 100% of the time! Hehe! The mares never questioned their master’s desires after that!” She added with an impish wink to the frightened changeling. Twilight quickly enveloped the entire room in a sound proof bubble, ensuring no one outside would hear what was going on inside. Which was imperative, seeing as it was about to get very very loud!

Spike wasn’t sure exactly what the alicorn had in mind… but if it meant taking down the annoying changeling queen a peg, he was game for whatever she had in store!

With another burst of purple magic, the crystal dildo came to life, humming at a rapid pace in the alicorn’s hand. “If you’ll do the honors!” Twilight said cheerfully.

“With pleasure!” Spike grinned, taking the end of the vibrating cock before lowering himself in front of the changeling’s entrance. With an obscene noise Spike pushed the crystal tip in, the translucent shafting easily penetrating the queen’s slick royal folds.

“Ahhhhhh!” Chrysalis moaned as the entire vibrating length of the cock was thrust into her cunt where it seemed to make itself at home, wiggling itself deeper. Magically firming its position in her passage so as to not be easily removed by the changeling’s movements. “Is this your plan? To tie me down and make me cum to teach me a lesson? HA! Do your worst!” Chrysalis said between moans as the toy did its work on her cunt. It was a superb work of magic, she had to give the alicorn that. It buzzed relentlessly against her walls, each small touch granting her brains tiny sparks of pleasure.

“Ooooo, yes!” Chrysalis moaned without the slightest bit of shame, bucking her hips upwards as the toy drove her even closer to orgasm. Twilight and Spike stepping back to watch her intently.

BzzzzzZZZZZZZZZ…

Chrysalis could feel it increasing in power as she neared her much desired release. The crystal cock seemingly having a mind of its own as it moved itself, discovering just the right spots to jackhammer against to drive her mind wild. Her tight folds were clamping down already, as if expecting the shaft of the toy to pump her full of gallons of sticky fertile cum any second.

“Yess! Yessss! Come on!” Chrysalis moaned, urging the toy on as she neared her peak. She briefly considered playing her orgasm out, just to rub it in the couple’s face. The toy increasing its pleasure along with her as it drove her wild. Just a little bit more and…..!

The toy stopped… dying down to a faint whimper!! A mere second away from driving the changeling into a sweet mind numbing climax!

“WHAT?! Keep going you worthless piece of junk!!” Chrysalis screamed, bucking her hips wildly in her restraints to urge the toy to let her cum.

To her surprise, the dildo starting vibrating once again, the changeling queen quickly moaning as its efforts resumed on her overflowing cunt. It quickly brought her back to the brink of orgasm… only to stop again! This time slowing to a aggravating relaxed pace, keeping the queen inches away from cumming. A mere flick of her clit would be all it would take to reduce her to a screaming climatic mess.

“NO! Let me cum!!! Let me cum!!” Chrysalis shouted in desperation, fighting against her bondage to finish herself off with her own hands, but the knots held her limbs down firm. The toy was slowing and stopping rapidly now… bringing her to the brink repeatedly but never giving her the pleasure of cumming. Each passing second was mind melting to the horny queen who had gone for too long in her life without the comfort of a good climax.

“See…she does behave poorly,” Twilight sighed to Spike, looking at the queen struggle in vain against her rope. “No women should ever feel the desire to masturbate to get themselves off. It’s up to our masters to decide when we can cum! Seriously! She taught us that!”

But Spike was too busy watching in delight as the bitchy changeling was endlessly sexually tortured. He couldn’t lie, it was a turn on seeing a women driven crazy like this, and it was even more of a turn on seeing Chrysalis punished.

“Chrysalis…” Twilight cooed gently, the alicorn flying up and softly landing atop the struggling queen, breasts pressing into each other. “Please, just relax… this is for your own good.” Twilight said stroking the queen’s head in an attempt to comfort her. But from the queen’s struggles it was obvious she wasn’t taking the alicorn’s advice at the moment. “Please, Chrysalis! Accept that you shouldn’t be in power! Anyone with a cock is more fit to rule than us! Learn to obey what men want! They know what they’re doing!” Twilight urged. Even though they were fighting against them, Twilight had to admit the evil stallion’s plan was amazingly effective. But a stallion faced up against a women wasn’t really a fair fight. The changelings were bound to lose sooner or later as long as Chrysalis clung to the throne.

“You m-mean tho-se MONSTERS!! Ahhhhh!!” Chrysalis said between moans, fighting against the toy’s efforts to suspend her indefinitely just shy of the point of cumming. “I will never obey…Ahhhhhh… a r-rapist’s commands!”

“Not them!” Twilight corrected. “Good stallions! Men who had proven themselves kind and caring to women! Men who have proven themselves responsible enough to own another pony as their property! Men like your own master… or all the other stallions back in the hive!” Twilight cooed, gesturing the dragon over with a spare hand. The dragon slyly approached the changeling from the top post of the bed. Already playing along, Spike swiftly pulled down his pants and kicked them to the corner, holding the base his cock in one hand… just slightly above Chrysalis’s face where he can clearly see both her eyes on either side of his shaft staring directly at it as he lets the changeling get a good long whiff of his musk.

With one amazingly soft hand, Twilight reached forward, stroking Spike’s cock lovingly for the very first time as Chrysalis watched with envy from below. Spike groaned as the alicorn playfully pumped his member. A touch of precum was seen squirting out from the tip, one that Chrysalis quickly extended her tongue to catch, only to helplessly watch as it was stolen away by Twilight’s hand.

“Amazing isn’t it?” Twilight cooed, thoroughly licking her hand clean before returning it to work on Spike’s cock. “A few inches of meat between their legs… That’s all it takes to reduce our gender to a quivering moaning mess on the ground. How could we possibly think we have any right to order someone with a cock like this around!?”

“Ooooo-y-you’re wrong!” Chrysalis moaned through the haze of lust plaguing her mind. But she couldn’t think of why she was wrong, in fact, a part of her mind was even seeing some truth to the purple pony’s words. It wasn’t helping her thought process seeing that the crystal dildo was increasing in length now, contorting its shape and texture to aid its task in driving the quivering changeling wild. It was like the toy cock was urging her to see the alicorn’s point of view… to have her accept that she was a women and that women were more likely to be wrong.

“Face it, Chrysalis!” Twilight went on, sensually rubbing her hips and breasts against the queen she was seated upon. “Our lust makes us vulnerable and helpless! But that’s perfectly ok! We have our strong masters with cocks to take care of us! Let them take charge! Let them protect us! We don’t have to do anything but smile and let their cocks cum inside us! Doesn’t that sound easier than what you’re doing! Doesn’t that sound wonderful?!? Think of all the pleasure cocks can give us!!” Twilight exclaimed, making the crystallized toy thrust deeper inside the quivering queen every time she spoke the word ‘cock’.

In Chrysalis’s pleasure addled mind, the idea did seem amazing now for some reason. She could just pick a long… hard… tasty cock. Firing off and coating her insides with its amazingly tasty life giving cum! Why was she always so angry at men anyway…? They had those wonderful pleasure granting cocks dangling between their legs! Being angry at them would only drive them away! Why in the world would she have wanted that?!?! The crystal cock buzzed harder again inside her, growing slightly larger. Encouraging this line of thought.

Chrysalis’s brain went on to realize its epiphany. An honest caring master had plenty of mares to choose from…! She would never attract one like this, it was a miracle her own master hadn’t gotten rid of her by now! No… she had to learn her place! She had to be as submissive and docile as any other mare if she wanted to secure her future servicing a cock!

“Goooood… good!” Twilight cooed as she noticed the changeling queen slowly coming to terms. “Don’t fight against them... just give in. Let men win… Everyone will be happier this way! Let them and their cocks ravage your body!”

“Y-y-yesss!! AHHHH!! That s-seems magnificent!!!!” She cried now. She didn’t have to ruin herself just to work and overthrow the stallions! She could have just laid back and let her master’s use her body like a tool for their own stress relief! They would have handled the problem just fine without her!

“Goooood girl,” Spike cooed, egging the changeling on, waggling his cock from side to side over the queen’s view to catch her attention again. “I bet a nice cock in that hole would make you cum a hundred times over.” The idea of cumming was all to appealing to her.

“Pleaseeee l-let me cum!!” Chrysalis begged like a bitch in heat now. “Pleassssse I want to cummmmmm!!!!”

“Oh I would love to let you cum…” Spike went on, a toothy grin crossing his face. “But only well behaved girls are allowed to cum… Do you know your place little slut?”

“Y-yes! I’m a good girl! I know my place! I’ll do whatever you ask of me!!”

“Do you think women should ever talk back to a man?!”

“N-NO!!” Chrysalis shouted now as Twilight devilishly increased the intensity of the vibrating crystal cock, making sure the life lessons were forever embedded in the queen’s brain.

“Do you think you are fit to be queen of the changelings?” Spike added.

“NO! AHHH!!” Chrysalis shouted even louder now, bucking her hips endlessly, seeking that sweet release. “A-anyone with a c-cock is more fit to rule than me!!! Please let me cum now!”

“Do you think turning stallions into the female gender was a good idea?!?!”

“NOO!” Chrysalis shouted now. It was all so clear to her, she would be ruining perfection. The world needed more cocks! Cocks that was assault her from every angle… filling up every hole… showering her in baths of searing hot cum that covered every bare inch of her body… she wanted it! No, she needed it!!

“Well… if you’ve lying, it would be easy to strap you back down and do this again,” Spike mused slowly, taking extra-long to talk just to drive the changeling wild. “Maybe leave you like this overnight to let you think about what you’ve done…” To Chrysalis’s horror, it had only been a few minutes since they started. To her, it felt like she had been doing this for an eternity!! Tears of frustration were streaming down her cheeks.

Being extra sure he was seen taking his time, Spike swapped places with Twilight, angling his rock hard and ready cock at the changeling’s overflowing sopping entrance. With a grin he slowly removed the buzzing crystal vibrator just as it left the helpless queen in a prime position.

One thrust was all it took. Like a spear, Spike drove his rigid member inside the queen’s begging entrance. And just like that, Chrysalis’s mind was gone in an explosion of unfathomable pleasure. Her back arching as she screamed louder than she had ever before as velvety walls clamped down on Spike’s cock like an iron vice, keeping the dragon member in place.

Spike couldn’t help but hold his own smug grin as he watched the changeling queen below writhe and thrash in her binds. Her juices squirting out in volume, completely soaking his mattress damp. Chrysalis’s mind could barely handle the complete and utter overload of pleasure that washed over her. Her body having been tasked with responding to the most intense climax she had every experienced before. Every single nerve in her body was crying in out overwhelming sensation, all of which beat at her mind without relent. The lessons she had been thought flying into her brain, as if wanting to teach her to behave from now on if she ever wanted to feel this level of pleasure ever again.

Even as Chrysalis collapsed onto the bed, unconscious, her body still continued to writhe on its own as the aftershocks of her climax continued to shock her system.

Spike stared down at the changeling, her tongue lolled out of her mouth with a glazed unfocused and unconscious eyes. He had to admit, he felt a bit of satisfaction from the whole ordeal, already confident the changeling would think twice before taking the same tone with him again.

“Heh, I don’t know what the changeling’s do to our friends, Twilight, but if I got to do that to them, I think I might actually grow to like this whole thing…” Spike snickered. Turning around, however, the dragon was greeted with the sight of the purple alicorn princess diligently licking clean the changeling’s juices from the crystal cock.

“You aren’t done yet, big boy,” Twilight winked at him, dropping to her back and inserting the crystal vibrator into her own wet snatch. She held part of the blame after all, but unlike Chrysalis, she was a good girl and completely willing to take the punishment she deserved. The toy didn’t waste a second to resume the same buzzing torturous treatment on the alicorn’s slick walls as it had with the changeling queen.

Twilight held back from her nethers without restraint, allowing Spike a full unhindered view of her welcomed punishment. The absence of ropes only serving to demonstrate her own self-control that Chrysalis lacked. She would let Spike decide when she had had enough… and finally granted her the gift of cumming.

Spike took a deep breath as his cock gave an involuntary twitch from the show. Maybe supporting his friends through their new lust crazed life style would be a bit more enjoyable than he had previously thought…

Back over in Soarin’s apartment, the mood had switched over the past day to some a bit less erotic. Shortly following to delivery of Greta, the situation had descended into something more of eerie suspense. From his window side view down to the Appleloosa streets below seemed more… cold and empty. There were no more sounds of noisy conflicts, no more mares put in the stocks and publically humiliated, and barely even any ponies at all were seen walking around! And when they did finally spot a mare being led by a leash, it seemed as if the mare appeared eagerly willing! Given Appleloosa’s standards, that was the new strange!

Soon after a strange package even starting arriving for them. A bunch of ominous golden shaped halos. Greta always seemed to get extra excited when she saw one, always begging Soarin to put it on Lightning Dust’s head, saying that ‘she’ll love it!’ or ‘she’ll finally know true happiness!’. Of course, Soarin and Lighting Dust refused, sensing something was fishy about the whole thing. On top of that, Soarin had to refuse Greta’s repeated requests at sex, usually coming up with some excuse other than outright saying it would be too weird to do her….. not because he was a racist or anything… cause, you know, he wasn’t… But no matter how many times he turned her down, she kept on asking shortly later with the same excitement and eagerness. They already had to lock her in the cage at night just so they could feel safer from the griffon’s lust.

Shortly after they spied exactly what the rings were for, as they saw a helpless mare on the streets below placed under its horrifying effects. And from how the mare started acting… it seemed pretty obvious that Greta was under the spell the entire time. Which really screwed up Lightning Dust seeing as she didn’t want to feel conflicted in her hatred over her new female roommate. As Soarin heard her put, the griffon had swooped in one day and swallowed a load of her future children… kinda dark when you put it that way.

But they had bigger problems for the time being. The ominous rings keep coming to their room as quickly as Soarin could throw them away. Now with more urgent notices, saying it was the law to present it to any and all female sex slaves the head of household happened to be in ownership of. It was as if whoever was in charge knew he wasn’t putting it on his mare’s head…

*Knock knock knock*

The trio in the apartment fell silent, wanting to pretend no one was home. Of course not all of them exactly shut up. Lighting Dust had to tackle the ditzy griffon, cupping her hand over her mouth to keep her from babbling on. No one dared to make a move.

After a few moments the mail slot squeaked open, and another golden ring slid through. Footsteps were heard stomping off afterwards, signaling the coast was now clear once again.

Another damn ring delivery to deal with. It was like they couldn’t take Soarin’s no as an answer. And he was a stallion! His no was supposed to actually mean something in this town. But from the corner of his eye, he spotted something a tad off with his mare…

Lightning Dust couldn’t help but note something was different about this halo. It was almost as if it were calling out to her… urging her closer to it. And if there was anything Lighting Dust loved to do now, it was doing what she was told. She released Greta’s mouth and hopped down off the bed on all fours, unable to tear her eyes from the wonderful golden ring.

“Ummm, Lightning? Something wrong?” Soarin asked with concern to his pet. Lighting didn’t answer, only started to crawl towards the ring… slowly at first but then picking up pace. “W-What are you doing, Lighting? Stop!”

Her owner’s words were lost on her. The fabulous looking ring was calling out to her even more now. She couldn’t explain why… it just seemed so amazing! She had to put it on!

As the mare crawled closer the ring began to wobble towards her on the ground, itching for that moment when it could leap onto the pony’s head and suck every delicious trace of unneeded intelligence dry.

But Soarin had already leapt from his bed with speed worthy of a Wonderbolt, catching the golden halo just as it jumped off the floor towards Lighting’s head. Not wasting a single moment longer, he threw the dark magic laced ring out the window, closing the glass behind it.

Lighting Dust slowly came to… not fully realizing what in Celestia’s name just happened. She had to shake her head to clear her eyes which had been replaced with beating hearts, and her tongue was dangling from her mouth similar to as if she were getting railed. But she soon put together that she had been briefly controlled by an ill placed want it need it spell! The pegasus mare quietly curled up into a ball on the floor… shaking in fear.

“W-Why are they doing this?!” She cried, on the verge of tears. She didn’t want to turn into the dumb bimbo Greta was, but she was just now remembering how little of a choice mares had here. “Mares in this town have already surrendered their lives, bodies, and innocence to stallions, but that wasn’t enough?!?! They want control over our minds too?! I-I thought I would be safe if I just played by their rules… but no one is safe here!!”

Soarin placed a comforting hand on the shaking pegasus’s arms, hoping to reassure her. There wasn’t much else he could do, and he was sick of making up excuses for the actions of his gender. He couldn’t imagine what it felt like to be a mare living here. In some ways he thought they were stronger than him for even putting up with it. “Don’t worry, Lightning! I’ll protect you from whatever is going on here. You have my word…”

“Heehee! Nothing weird is going on, master!” Greta giggled from the bed, not affected by the negative emotion in the slightest. “Just put it on her! She’s a baaaaaad mare! It will help her be gooooood!”

“Fuck you, Greta and thank you, master,” Lighting Dust mumbled, “but you can’t protect me forever in this horrible place! I just know it! They’re going to get to my head sooner or later! I’m going to turn into one of those things!” She said pointing to the griffon, extra annoyed the other women didn’t react to her insults in the slightest. In a way, she missed Trixie for that. She hoped the unicorn was faring better through all of this.

“Wait a second… that’s it!” Soarin said.

“What?”

“We’ll just leave Appleloosa! Hop on the next train and make a life somewhere else! Far away from this Tartarus hole! We’ll never have to come back!”

“R-really?” Lighting asked, looking up now with hope. “But what about the changelings out there?”

“I’ll take my chances with them…” Soarin shuddered, imaging himself as a mare for a brief moment. Not exactly something that appealed to him all that much… “But you deserve better than this, Lightning, to hell if it’s illegal!”

Two lengths of leashes later the stallion had his two women on the ground and leading him out of his apartment with only a pack of supplies on his pack, conveniently still packed from the last time he intended on helping Lightning Dust escape. And of course he couldn’t just leave Greta behind. It was obvious she wouldn’t survive here alone, and he was hoping whatever spell that had a grasp on her mind would wear off in a few weeks. Soon after the trio had departed from the room, the two women rightfully crawling on all fours in an effort to blend in as their master lead them to a better life somewhere else far away.

Of course even with that, Soarin wasn’t feeling like much of the kind gentlecolt for his actions, mostly because he was caught up in the moment of watching his two pet’s naked rumps and breasts sway from side to side as they crawled on their hands and knees in front of him. He could certainly see why the stallions had made the mares do this over walking.

As they reached the streets of Appleloosa, it became all too clear what they had suspected from the window. The place looked like a ghost town! What was once a happy and joyous auction block where men of all backgrounds could congregate and discuss political matters of the day while buying the most attractive mare sex slaves their bits could afford, was now barren and empty. The general stores, featuring common every items such as roofies, chloroform, drugs, and gags, was deserted as well. Even the stocks that always happened to hold a pair of disobedient mares inside, awaiting punishment from a swift and brutal male cock, were empty. All that was missing to top it off would be a-wait… yeah there it is… a tumbleweed rolling on by.

“W-where is everyone?” Lightning Dust asked. She didn’t know whether to feel nervous from the empty streets, or relieved there weren’t any pigs to gawk at her udders. In fact, she was probably safe to stop the whole crawling act, but the thought never occurred to her.

“Give me back my wife!!” The trio heard shouted in the distance. Over at the end of the block, Soarin spotted a pair of stallions fighting over a mare in a tug of war, the ditzy mare seemingly taking the whole experience as if she were on a fun roller coaster. One of the stallions fighting over her got the upper hand, tugging the mare’s body to him with a loud and taunting grunt.

“HA! She’s mine now, sucker! Have fun with your blue balls while I plow this bitch’s cunt full of my-” The stallion didn’t finish his sentence as Carrot Cake plowed his fist square into his cheek, knocking his wife’s new ‘official’ owner out like a dim light.

“D-don’t worry, sweetie,” Carrot Cake stammered, not wasting a moment longer to deal with the stallion as he scooped up his unfocused wife in his arms. Which, he couldn’t help but note how much easier it was to carry her body now… The fat and pudgy wife he once knew before all of this was gone, now ‘improved’, thanks to the changeling’s magic. The two most obvious changes were her stomach was as flat as any super models, while her breasts seemed to have been magically expanded at least three cup sizes. But Carrot Cake didn’t care about any of that at the moment. “We’ll get you out of this awful town. Don’t you worry about a thing! I-I’ll get back to normal, I just know it!”

“Hmmm, cock?” His wife cooed as the stallion holding her spewed out a series of confusing words. Nothing a mare like her was meant to understand. All she needed to know was the wonderful thing hanging between the man’s legs.

Soarin and Lightning Dust gulped as they headed off in the same direction as the stallion carried his wife. Directly towards the train station…

As they arrived, they finally saw some sign of a living population in the town. Other stallion and mare groups were seen a plenty, all waiting for the train. Disturbingly to Greta, none of them were having sex! Why weren’t the men fucking their slave’s brains out? Was something wrong with their cunts? Women really were completely useless for the one thing they were good for!

Soarin gulped as he walked up onto the platform. No stallion else seemed to pay him or his pets any mind, all to focused on their own, of which all seemed to have been placed under the same dark spell. Filthy Rich was seen shaking while clutching a nude and loopy Diamond Tiara and Spoiled Rich in his arms… although Diamond was clutched much more tightly. Hondo Flanks had managed to find and keep his wife, Cookie Crumbles, from the others, but like Cup Cake her body had been magically adjusted to appear more attractive and insisted on pawing at the stallion’s pants. Even Night Light was seen with Twilight Velvet, making promises he didn’t know he could keep.

The entire scene was surreal to Soarin and Lightning Dust. For an entire town dedicated to the rape and abuse of mares, the ponies here didn’t seem all that bad! Never had they been so thankful for abnormally acting ponies!

Not long after the awkward waiting session had begun, the train leading out of town soon arrived for the many ponies, who thankfully boarded without another moment to lose. Like the others, the train was outfitted with extra-large steel barred pet cages in every other cabin, and even below the seats. Expertly designed for securely holding any and all mare merchandise for their owners. But no one even used them, instead opting to personally hold the women in their arms.

Soarin found an empty pair of seats which he quickly took. Lighting was seated in his lap with Greta pressed up against him to his right, both naked women held tightly in his arms as if someone was just bound to come up and steal them away from him. With a sudden lurch, the train started moving, slowly picking up speed as it began its journey away from the horrid town.

“Good… we’re safe now… Don’t worry girls, nothing’s going to happen to you,” Soarin breathed with much relief.

“But I want something to happen to me!” Greta happily chirped.

“And don’t worry Greta, we’ll get you fixed…” Soarin went on.

Greta paused, confused. There was nothing wrong with her besides everything that was normally wrong with women. She acted exactly how any women should, horny and slutty cock sluts! But at the same time her master was a man, so he couldn’t be wrong! This one would probably require a bit of thinking on her part… again…

As the train rolled across the tracks Lightning Dust noted the other stallions doing the same with their lovers. Almost as if they got what they wanted from this place and were already on their way out before even more damage could be done to them. Why had she never seen these decent stallions before? They weren’t ruthlessly fucking their mares. And they were mares they had recently rescued from the changeling’s stronghold, and therefore they had every reason to be mad at!

“The other guys are probably ashamed at what they’ve done here,” Soarin said to his slave noticing her wonder. “Knowing the things we’ve did… they probably think their mares were right to leave them.”

“But it looks like they actually care about them… for more than just their body! I don’t really care what they may have done before all of this, I think the mares here deserve guys like this!” Lightning said with a smile, looking out the window.

The thought hadn’t really occurred to Soarin, but the other stallions here were pretty composed and respectable. “You know what? Maybe they do! They seem like perfectly nice stallions! Maybe we could even use their help! Wherever we are going, we could start a new community with them!”

“Umm… S-Soarin?” Lighting quipped suddenly.

“We can find a way to fix their mare’s minds, and we could even treat you girls better than Appleloosa ever did!”

“That’s g-great… but uhh, master?”

“It’ll be just like the good old days with a striving wholesome community where everypony looks out for each other! No more kidnapping and selling our own kind for useless golden bits!”

“Master!!”

“Oh… what is it, babe?” Soarin asked the mare who had been trying to get his attention for quite some time.

“The train is flying…”

“Oh…” Soarin said, looking outside the window as he noticed the train was now far above the tracks. “I-Is that some sort of new feature they installed into these things?”

But to his dismay, it wasn’t. In fact, to his greater dismay, there were changelings flying outside… holding the entire train up in the clouds with their magic! Much closer to Appleloosa now than they should have ever been able to reach!! Other stallions quickly notice the odd turn of events and slowly starting to panic.

With a fiery pop, one teleported inside, directly in front of Soarin!

‘Oh gods! It’s the changeling invasion all over again!!’ Soarin thought, sweating bullets. He didn’t know what was sadder. That his wholesome community would never come to fruition, or that he had been caught by the changelings not ten minutes after leaving Appleloosa! But either way, he had lost everything. His life as a free male was over…

The changeling extended an arm, reaching out to grab the nearest women from his grasp.

“No!! Let her go!” Soarin roared, other stallions in the cabin putting up an equal fight as more changelings teleported inside and attempted to take their women. “I’m not letting you have her you greedy bastards!!”

But Soarin may as well been trying to stop a tidal wave with his own two arms. The changeling just glared at him, igniting his magic for a brief moment, easily restraining the struggling stallion as if he were no more than a mare.

Soarin could do nothing more than watch in horror as the changeling turned his attention to the ditzy lopsided griffon he held up with a grasp on a single arm. Obviously intending to rape the griffon right here and now in front of him.

“Weeeeeeeeee!” Greta said as she swung from the one arm the changeling held her up from. On Soarin’s second thought, it was probably impossible to rape an always willing women like Greta…

But the changeling only glared harsher at the griffon. With a bright flash, the creature shot a concentrated beam of magic straight at the griffon’s skull. Soarin watched Greta groan as the magic hit her, the griffon shuddering from the impact. But nothing visible seemed to happen! Her breasts didn’t expand to ungodly proportions… or anything on her body for that matter changed to be more appealing.

Without a word, the changeling handed the griffon back to Soarin, whom he released from his magical grip. Soarin wordlessly took the griffon women in his arms, not believing or even knowing what was going on. Silently, the changeling turned and walked off to repeat the same process for other mares down the row of seats.

But in his arms, Greta softly stirred… only to speak in a normal voice the stallion had not yet heard before.

“Ugggghhh…. someone is going to pay for this…”