“Ahhh… ahhhh! Fuck!” Scootaloo gasped through a thick slur of moans as Pipsqueak pushed into her gushing cunt with carefully timed thrusts. The white pillow she lay atop of was hugged even tighter as she was reamed by the skilled cock. The lustful sounds of the other school ponies filled the classroom as the room heated up in time with the lesson. To either side of Scootaloo lay her friends, Applebloom and Sweetie Belle. Both, like her, were stuck in similar compromising positions as a colt’s cock thrust in and out of their welcoming slave cunts. Each collared filly in the room was stationed on her own personal white cot, which lined three walls of the classroom, minus where the teacher stood for her lectures. A genderlocked metal ring on the back bars of each cot attached itself to leashes each pony wore, ensuring they didn’t wander off without their masters’ say so.

“Keep up the excellent work, students!” A naked Cheerilee beamed, the only mare in the classroom not secured to a cot. She held a clipboard to her chest, watching the orgy proceed with keen eyes. “Chipcutter, even out those thrusts! Rumble, play with Diamond Tiara’s tits if your hands are free! Skeedaddle! You are going to break Boysenberry if you keep that up!”

“Sorry, Ms. Cheerilee!” Skeedaddle called out as he slowed his relentless thrusts, giving Boysenberry’s mind ample time to recover.

Cheerilee watched Pipsqueak cry out, his cock twitching and flaring as it released a healthy load of his potent cum into Scootaloo’s vacant womb as the filly cooed in pleasure. She gave a quick check mark on her clipboard next to Scootaloo’s name, proving her passing grade on the lesson. A third tally mark was also marked by Pipsqueak’s name.

“Great job you two,” Cheerilee smiled, as the colt pulled out of the filly’s abused cunt. Scootaloo not missing a beat as she flipped over and took his waiting member into mouth, happily giving it a thorough cleaning of the mixture of cum and juices. “Pipsqueak, why don’t you do Silver Spoon’s ass next?”

“Ok…” Pipsqueak squeaked, jumping off Scootaloo’s cot, still slightly woozy as he stumbled over to where Silver Spoon lay without a partner, but patently awaiting her turn with a seductive pose. Seeing as there were far more fillies in the class than colts, the girls had long since accepted they would have to share their fair portion of cock. And it was up to Cheerilee to ensure every one of them had a chance for an equal filling.

Today’s lesson for the colts was in the art of multiple climaxes. A skill that, unlike learning Old Ponish or ancient history, the school ponies knew they would need in their everyday lives. Other lessons were a tossup, really just coming down to if the pony in question liked them or not. The bondage lesson seemed to go over well. The one on toys was even more fun. But the lesson on vore was just weird.

“Remember boys! You need to cum at least five times for an A! But, you are welcome to go beyond that though for extra credit on next week’s test!” Cheerilee called out, marking a second tally mark by Featherweight as he filled Kettle Corn’s stomach with his cum.

“What do you say, Kettle Corn?” Cheerilee asked as the colt’s cock pulled free of her mouth with a slick ‘pop’.

“T-thank you, Master Featherweight,” Kettle Corn blushed as she placed a loving kiss on the tip of the colt’s member.

“Good girl! Now, Featherweight, why don’t you take Petunia’s pussy?” The colt eagerly scrambled off Kettle Corn’s cot and over to the other filly, ready to have another go at his favorite hole. Kettle Corn already had her legs spread and eagerly waiting.

“My my my… what do we have here?” A mysterious voice called out from the classroom’s doorway. Cheerilee promptly turned around, ready to angrily yell off another intruder who had so rudely interrupted her lesson. Only once did the teacher realize who exactly was at her door did she stop, pause, and drop to the floor in a regal bow.

“Ms-Ms. Chrysalis! I-I was not expecting you!” Cheerilee exclaimed. Her authoritative teacher voice was gone, replaced by an apologetic and humble tone. “I apologize for the mess…”

Chrysalis waltzed into the room, flanked by two towering royal changeling guards on either side of her. “It is no problem at all, my sweet little mare…” Chrysalis cooed without a hint of anger in her voice. “You can get up off the floor now. I am simply here to survey the changes. Do not let me interrupt.”

“Of course!” Cheerilee exclaimed as she rose back to her feet, picking her clipboard off the ground. “As you were, class!”

The many colts and fillies, who had diverted half of their attention to the royal guest now turned their gazes back onto their partners. Sweet blissful moans quickly became more pronounced, along with grunts of the colts, and the sweet nothings whispered into their ears. It was obvious all of the school ponies were attempting to impress the changeling queen, one of their all-time favorite role models. Right up there with the four alicorns. Though she was happy with the extra perverted display, Cheerilee wished her student gave the same amount of effort on every other day of her class.

“Marvelous…” Chrysalis cooed in clear-cut enjoyment as she gleefully watched the on-going orgy of enslaved school fillies and their colt masters. “Mmmmm, I could sense the love radiating from this classroom from miles away. It is good to see the young ones are growing up to be quite healthy and virile... You are doing a wonderful job as teacher.”

“T-thank you, Chrysalis,” Cheerilee gushed with another quick bow, narrowly missing to mark another climax by Skeedaddle.

“So I take it you have adjusted the classroom life to our proposed plan without conflict?” Chrysalis asked, as she toured the border of cots lining the walls.

“Yes,” Cheerilee beamed. “The changelings were quite thorough. All of my students had been captured and trained appropriately before we returned here. To say the least, some of my students were quite… eager to see a change in their school life.”

“If I would have known letting changelings invade would mean we wouldn’t have to do anymore boring homework, I would have let you guys do it a looooong time ago!” Scootaloo called out from her cot. Cheerilee shot her a quick angry glare, but Chrysalis did not seem fazed. Quite the opposite, actually. Instead, the changeling queen decided to jump into the cot with the orange filly, who squealed in surprise then glee as they playfully wrestled before cuddling up together, the changeling aggressively groping at her full breasts from behind.

“That’s right, my little pony,” Chrysalis cooed. “There will be no more of that pointless drivel clouding your days. From now on, your entire universe will revolve around the one you girls were actually born to do…”

“Have sex?” Scootaloo asked with enthusiasm.

“Mmmmmhmmmm,” Chrysalis cooed. “Sex, sex, sex! Let the boys handle all of that boring academic learning. Our job is simple, and oh so much more satisfying! A master is much better than a master's degree after all.”

“HA! Suck it boys!” Scootaloo taunted at the colts in the room, only to then lean in for a passionate kiss by the changeling queen, which was all to eagerly returned. It had been rumored that the changeling queen herself was so devoted to putting women in their place, she willingly adorned herself with a sex slave collar to nobly show that even she, a ruler of a changeling hive and all around hero of Equestria, should not be spared from the righteous crusade of female enslavement. A true role model for young fillies and mares everywhere.

And true to Chrysalis’s desires, Equestria was in the process of being reformed into a proper society. The classroom dynamic itself had made a major shift since they all moved in. Now, there were fewer desks in the center of the room, one for each colt and none for each filly. There were still regular school lessons like before, but the fillies were always excused from paying attention, so they either took a nap on their cots or at the foot of their owner’s desk. Or, whenever it was allowed, they usually spent their time sucking off their cocks from under, as long as it was nothing too distracting. The fillies still received homework, but unlike the colts, all of it was sexual and gladly completed.

Though Cheerilee had her doubts before, she could not argue with the results. The mixture of sexual stress relief and empowerment over their female classmates had more impact than she would have thought. All of the colts in her class were wildly outperforming their pre-invasion academic standings. And that was even with a lengthy morning, afternoon, and evening period dedicated strictly to hands-on sexual education. All of which was meant to prepare the young ponies to reach their untapped potential in the sexual arts. And seeing how vast the field itself was… Cheerilee didn’t even think that was enough time to teach her students everything they needed to know. Though not part of the official lesson plan, Cheerilee stressed this part of the class on the girls most of all. Many of the fillies had unofficial owners for the time being, and they needed to know how to properly please a stallion if they were to have any hope of growing up and landing themselves an affluent master to care for their needs. Detailed posters of other mare role models went up around the school, detailing the lives and attitude if the four alicorn princesses. Women whose pure beauty and natural subservience to their masters was unparalleled, on a whole different level above the common mare sex slave. There was even a delicious rumor floating around that the alicorns were so obedient, they could cum on command, without even being touched, simply because someone of the male gender wished for it to happen. True or not, it did get many of Cheerilee’s filly students doing what they were told without question in hopes of one day reaching that level, so she was happy for it.

But obedience to men was just one lesson the girls would have to learn. There was so much more to being a sex slave than that, harder too. And Cheerilee could only stress what would happen, should the fillies not take their sexual education seriously. The worst case being they devolved into being stray mares, without masters… Destined to roam the streets, begging for cock, and sleeping in the local pounds. Hopefully the heads in charge could find a way to fix Equestria’s cock short sometime soon.

“Guardsmen…” Chrysalis called out, the two royal changeling protectors standing by the door quickly stood at attention. “I’d say Ms. Cheerilee here has done an excellent job mentoring these young ponies. Why don’t you take her away for a few hours and properly reward her for such.” The now grinning changelings grabbed Cheerilee from behind. Their hands already aggressively roaming, making no secret that the teacher was not in for an easy ride. “And return her in one piece this time…” Chrysalis added with emphasis, earning a short disappointed grown from the two changelings.

“B-but the lesson!” Cheerilee exclaimed, holding up her clipboard as Chrysalis rose from Scootaloo’s cot, the filly being regrettably unable to follow, still leashed down to the bed’s bars. Even for now, a teacher leaving her class would be highly unorthodox.

“Don’t worry about that,” Chrysalis said, “Full marks. For all of them. I can already tell they have it in them. But, in the meantime, I have my own lesson I would like to impart on these young minds…”

Cheerilee obviously wanted to protest some more, but she vanished in a flash of green light. Where the changelings had taken her, no pony knew. They were powerful enough to teleport halfway across Equestria like it was nothing. All her students could hope for was that she would be back tomorrow… and able to stand on her own two feet.

The aggressive thrusting, bucking, and sucking came a slow stop as the students noticed their teacher was no longer present. All that remained in the room full of young fillies and colts was the royal changeling queen herself, smiling down upon them.

“The lesson is over, class. Boys, if you would be so kind as to unfasten your sluts from their beds. I would like each of you to gather around me.” Though unusual, the class quickly complied. Each of the colts went around, unhooking the leashes from the metal rings that held the girls in place. The rings click as the spell recognized the members of the male gender, and dispelled, allowing the mares free. Scootaloo and her friends quickly scampered off their cots to sit cross legged together on the floor in front of the naked changeling queen.

Chrysalis grinned to herself as she watched the room of nude school ponies eagerly gather around her in the center clearing she had created. Before her invasion, the ponies of Equestria wouldn’t have let her, an ‘evil’ changeling queen, anywhere near their towns. Now, she was allowed a private meeting with their young, just waiting to be shaped and molded in her image. And mold them she shall.

“I’m here today to tell you all a story…” Chrysalis began, as she brought over a chair, calmly taking her seat before the classroom full of bright-eyed fillies and colts sitting cross-legged before her. “An important story, a legend, in fact. One that I’ve repeated over the years to my own offspring.” A passing thought occurred to her for a moment. It would certainly be interesting to see the new classroom dynamic once the changeling young hit Equestrian legal age and joined these fillies and colts.

“It…it’s not a scary one, is it, Ms. Chrysalis?” Scootaloo asked with a shiver and raised hand. Sweetie Belle gave her a quick jab in the arm for so rudely interrupting their esteemed guest.

“Oh no… Not of that sort,” Chrysalis smiled. “In fact, it does have quite the happy ending to it.” The class was leaning in, and for once, Chrysalis spotted none of them were gazing at her titanic bare breasts, a true sign of captured attention if she had ever seen one. *Ahem* Chrysalis cleared her throat as she began. “This is the legend of Chitin… a changeling drone.”

“OOOOooooo…” The class marveled in unison.

“But before I talk about him, first, some backstory. You see, long long ago, in a far distant land, there stood a peaceful kingdom of ponies. The ponies of this land were happy, in their own way, although the society was backwards and just plain outright awful. The stallions of this time, stupid as they were, harmed their mares with abusive freedom, as a result, many of the unfortunate ones had never learned the joys of being enslaved or proper sex.”

“Booooo!!!” The class called out, more so from the fillies.

“Mmmhmmm, that’s right. But it wasn’t completely askew. You see, ruling the land, there was a king, along with a queen and as per the rules, only a stallion was allowed to succeed the king for the throne. But… the king and queen only had a single daughter, a princess. A beautiful light cyan mare with flowing hair as white as the snow itself. She was the pride and joy of not only the queen, but the entire kingdom itself. Though, the king knew the princess could never take his place, for she was a woman. Nor could he breed his wife for another foal, seeing as the queen was rendered barren as a result of their daughter’s birth.”

“So what did the king do?” Pipsqueak asked out loud.

“It’s quite simple really. The ponies of the land knew that king was out of options. So, one day, the king announced a grand contest. Each day, a stallion of the land would have his chance with the royal princess. He would have the entire night to bed her, fuck her, and creampie her. The first stallion to successfully impregnate his daughter would be named the next king to the throne itself! Earning the right to rule the lands. On top of earning the princess’s hand in marriage.”

“Woooweeee! Now we’re talkin’!” Applebloom called out in excitement, the filly rocking back and forth as the story continued. She was just glad the story was going to have sex in it.

“But… to the citizen’s dismay, the king did not simply leave it at that. No, he also stated that should any stallion bed his daughter and fail to impregnate her, that that stallion would henceforth be banished from the land… forever! Now, ponies were confused as to why. Perhaps the king simply did not want those he saw weak to exist in his kingdom. Others gave the condition no thought. The mere opportunity to sleep with the royal beauty of the land itself was more than enough to kill for. So… one by one, a single stallion courted the princess each night. Skipping the usual, and should I add, pointless formalities of dinner and date. Instead, they jumped right into bed behind a locked door. The princess took them all willingly for she was a perfect daughter, wanting nothing more than to please her father and grant the kingdom she loved a ruler in his place. Each night they came, and came, and came. The stallions of the land unloading their pent up balls into the mare’s royal vacant womb, filling her pussy and her pussy alone beyond capacity. She was used endlessly. Days and weeks passed as suitor after suitor had their way with the princess’s body. Mountain upon mountains of men and their rivers of cum washed through her… but the princess’s belly never began to bulge.”

“True to his word, the pony king thereby banished each and every one of the stallions from his lands, never to return. I should mention, that many of these stallions had their own special someponies… and these mares could only be happy to see them go. After all, they had all just cheated on them. And should any of their lovers won the contest, left them, and married the princess… well, let’s just say divorce was handled much differently back then. Anyway, as a direct result, the already low number of stallions in the kingdom dwindled, and shrank. After the willing partners were banished, the king, now furious with the weakness of his subjects ordered all other stallions, those that didn’t even want a part in his contest, to bed his daughter and give him the heir he so desired. But, sure enough, those unwilling stallions too failed, and were likewise banished from the land.”

“Now, surprise surprise, the only man of age in the entire kingdom… was the king himself… along with our hero: Chitin. Chitin was a lone changeling, with no hive to call his home. There was nothing special about him, nor was there any massive magic at his disposal. He was a normal drone like any other. But, upon hearing of a fabled kingdom, where only mares, and a king, lived, he could simply not pass up the opportunity. He donned the disguise of a simple unicorn and ventured to the lands. True to the rumor, there was plenty of pussy to be had. Many mares were made to work the land themselves, unable to know the comfort of a masculine body, or a stallion’s cock, for they only had each other, and there was just so much scissoring could do.”

“Not even an hour had passed from his arrival. Chitin was ravaged by a horde of needy female flesh… and he took them all on. As word spread of this mysterious virile stallion and his juicy stud cock, taverns upon tavern were full of horny mares were waiting upon his arrival hours in advance. Clothes fell to the floor at the mere sight of him, as they attacked him. And Chitin… he took them all on. He came indiscriminately! If there was a hole not overflowing with pearly white cum, he thrust his cock in until it was made so. If there was a breast in his sight, he groped it until it was red. If there was a bare ass to be seen, he spanked it until the mare cried his name. But most of all, even though he had mountains of female flesh to wade through, Chitin’s balls made sure to churn up a fresh helping so that each and every one of those mares received their very own filling creampie. And with each lay, his powers and cock grew. No changeling in history had ever slept with so many different willing mares in such a short time, even he did not know the full extent of his abilities.”

The effects Chrysalis’s story was having on the school ponies was obviously apparent. Many of the aroused fillies were once again, dripping wet, imagining themselves conquered by such a virile stud. They crawled over to the first colt closest to them and begged for male hands to help them as they listened. The colts were more than happy to oblige, imagining themselves as the fabled pussy slayer himself. Chrysalis gave another proud grin, knowing she was giving the boys an ideal role model to look up to. Better a changeling than a stallion, after all.

“Well, it wasn’t long until bellies began to bulge everywhere, and shortly after that, did the king receive word of the fabled unicorn who could lay a hundred mares in a single night. His female guards reached out to Chitin, delivering the king’s message before being promptly fucked themselves. The king, impressed with such pure masculinity, offered Chitin the same thing he had offered the other past stallions of his land. A night with his daughter and a chance to inherit the throne. Many of the mares who had come to love Chitin begged him not to do it, for they knew what the punishment for failure was. But Chitin was not one to back away from the challenge. After all, the love he had gathered was one thing, but ruling over an entire kingdom of single and potential broodmares? Chitin wouldn’t have thought himself a man, had he declined the offer.”

“So the night came when Chitin ventured to the king’s castle and up the keep where the princess’s bedroom was built inside. The princess, having previously given up hope on pleasing her father, was laying naked in her bed, eagerly awaiting his cock’s arrival. The tale of their night together is a legend in it of itself. Both parties having slept with a good portion of the kingdom so there was no shortage of experience on either side. The lustful princess had a sexual appetite that would not be stated easily, and unlike the emotionless or limp willed stallions that grazed between her legs, Chitin was the changeling for the job. No matter how many times Chitin emptied himself inside the princess’s cunt, he never went soft, nor took a moment to relax. He wasn’t solely focused on supplying her womb like all the stallions who came before him, no… he wanted everything she had to offer. Her ass and mouth were also taken, and she was overjoyed to be used as such. When one hole became too full he would pull out and pump his cum into another. They were up to the break of dawn, never for a moment ceasing or slowing their passionate love making. The night was magical. Though Chitin and the princess never spoke of it, they knew it was a sign the two of them were destined to spend their lives together. And by the time he reluctantly left her room, more than a day later, he knew that the mare of his dreams would be pregnant with his child.”

“So… so what happened?” Diamond Tiara asked frantically.

“Did he actually get her pregnant?” Sweetie Belle added.

“Were they seriously having sex for that long?” Scootaloo mused in half believed amazement. She had thought she was pretty awesome at pleasing men… but there was no way she could keep it up for that long. Maybe two hours, two and a half, tops! But an entire day? That was just on a whole different level than anyone she knew. Still, it was nice in its own way to have a metric to shoot and strive for.

“Actually, my little ponies,” Chrysalis went on with her tale, her smile growing ever wider as she entranced their complete attention, “it wasn’t soon after that Chitin learned he, in fact, did not knock up the princess.”

“WHAT?!” Sweetie Belle cried. “H-how?! There’s no way!”

“It’s true… not even his great cock was able to impregnate the fabled princess. Chitin too, was banished from the king’s lands forever…”

Sweetie Belle was on the verge of tears.

“Hang on now… Our tale is not over just yet. You see, unlike ponies, changelings have a much higher drive to succeed where stallions fail. Chitin was not as saddened from the disrespect to his manhood, but more so from the fact that he would never see the mare he had grown to love ever again. It was not something he could ever accept. So that is why he disobeyed his banishment, courageously sneaking back into the kingdom in the cover of night. To his surprise, the task was not difficult… as there were no ponies left in the town’s houses. Evidence indicated that all the kingdom’s mares had been evacuated into the castle’s walls, which was now sealed shut. Chitin wondered what was going on, there didn’t appear to be any sign of an attack, and yet all of the kingdom’s female residents were inside the castle. Thankfully, Chitin could fly, so the castle’s moat and walls were hardly obstacles for him.”

“But what he saw inside, only served to mark a new low for all of stallions everywhere. There, in the long vast underground corridors of the castle’s foundation were the mares. All of them, shackled and bound to every inch of wall. Their backs faced outward, their hips positioned jutting out from the wall, their ankles strapped into a spreader bar, and their mouths sealed with gags. From the evidence around the room it was obvious these women had been subject to a wide array of sexual experimentation. Their breasts swelled as they swung from their chest, their pussies glistened with forced arousal from ingested aphrodisiac. All of them had been forcibly stripped, their old scraps of clothing now being used as fuel to heat the furnace to the king’s own bedroom! Not like the king was sleeping in it though. Oh no, he was right there in the dungeons with his female prisoners, thrusting into their unwilling cunts taking no small measure of sick delight. All of their pussies were positioned to be at perfect thrusting length. As soon as he came in one, the king pulled out and thrust into another with a cruel laugh. Even through their gags and moans, Chitin could tell the mares… his mares… were calling out to him for help.”

“It made his blood boil. It was then that he realized, he hadn’t failed to impregnate the princess… The only reason he, or any of the other stallions of the land failed to do so was because the king himself had ensured she wouldn’t! The princess was just as barren as the queen was! Either through drugs, magic, or potions, it didn’t matter. The contest had just been a means to ridding the other men from his land, ensuring that only the helpless, lonely, and horny mares remained behind. As the more docile gender, they were easily tricked and corralled into his web. It was truly sickening. All that Chitin wanted to do now was put a stop to the evil stallion’s madness.

“Chitin thought to himself. He didn’t spot the princess or the queen along the rows upon rows of mare prisoners. It was then he knew what to do. With his resolve steeled, Chitin ventured back up to the princess’s room. The princess was shocked to see him, but not unwelcomed, for she knew her father had grown mad with lust. She was furious with the king. Quite devastated as well. All her life she had spread her legs to please him, sleeping with hordes upon hordes of random stallions, all in hopes of giving the king what she thought he wanted. But, all of that work… all of those fears that something was wrong with her own womb… Only to discover she had just been a pawn in his plans. Chitin quickly put her fears in the back of her mind. From out of his pocket, he drew… a collar. One that he offered to the princess to place around her neck. He proposed a different plan. Instead of having the princess spread her legs to please her father, she would be spreading them to spite him. He didn’t know what, but something magical told Chitin that this would make it possible to break the barrier to the princess’s womb!”

“She accepted the collar around her neck, marking her as a sex slave for life. The very first pony sex slave that belonged to a changeling in history. Chitin and the princess made passionate love in her bed once more that night. The princess, a trained master in the sexual arts herself, now conforming to her new life role perfectly. Submissive, obedient, docile, and seductive. She belonged to him, not as a wife, but as his property, meant solely for his gratification and pleasure. Chitin loved it, more than he had loved anything or anyone he had ever done in his entire life. He loved it so much, his power only grew stronger. His cock, now somehow able, shattering the barrier the king had put in place to protect her womb. His cum sought her egg’s like heat seeking missiles! Even a single drop would have been more than enough! And with that, after many years and failed attempts… the princess was finally pregnant.”

The throng of Cheerilee’s naked students cheered as one.

“It came as no pleasant surprise to the king, to walk into this throne room one morning, only to discover the strange changeling, disguised as a stallion, seated upon his throne. His collared wife and daughter on either side of him, naked as the day they were born, and happily lapping away at his hardened cock. Both of them were pregnant. Naturally, the dimwitted stallion king was furious. But, Chitin simply stated he had won the contest and impregnated the princess. As per the king’s own rules, Chitin was now the ruler of the land. Of course, the stallion hadn’t a lick of honor or dignity in his veins. He refused to acknowledge Chitin’s rule, proclaiming that he was still rightful king. So, it brought Chitin no small amount of joy to declare his first act as king would be to banish the ex-king, like he had done to so many stallions before. But this time with force, which was easy, seeing as though the stallion was a shriveling weakling compared to the changeling’s might. It was unlikely the stallion would survive out there in the absence of his normal pampered lifestyle… and less likely once the other banished stallions learned of his foul play.”

“With the king gone, Chitin rushed to release the mare prisoners from their shackles. All of which were overjoyed to see him, knowing he would have come to save them. But there was little time for celebration. Many of the woman had been inseminated with ex-king’s sperm. Wasting no time, Chitin heroically fucked each and every single one of them, gifting them their largest creampie to date. His virile seed rushed into each of their wombs, washing away the inferior stallion’s pathetic excuse for cum, and claiming their eggs for his own. Only then, was the day saved from a horrible fate. The mares rejoiced, each of them with their own baby baking in the oven. With that matter concluded, he turned his attention to the future ahead and his role as the new king of the land. Under his rule, the remaining woman in the kingdom were all collared, impregnated, and trained as sex slaves. Afterwards, he went on the rule the kingdom he had earned with compassion. Steering them all to a greater magnitude of prosperity and success than they have ever known under the rule of a pony.”

The crowd cheered once more. Even louder than before.

“Of course, it was only natural once the mares starting popping out changeling spawns did the mares finally realize who exactly Chitin really was. They discovered the truth that their king had been a changeling all along. But… to Chitin’s surprise, they didn’t care. Not even in the slightest! Chitin had forgotten his expert training had taught them all, among other things, that it was perfectly ok for a master to lie to his slaves. They were the ones with the brains after all. To the mares though, they finally understood a bit more how the king’s fabled cock had worked. A cock so strong, it can cum a hundred times and not even droop. A cock so magical it could impregnate mares who could not get knocked up any other means… and with nothing more than a single drop of sperm. A cock so legendary, it managed to conquer and impregnate an entire kingdom worth of mares alone.

“And that was that. Chitin as a changeling, the princess, and all of their mare sex slaves lived happily ever after as broodmares. Giving birth to countless changelings upon changeling, in fact, his successes is one of the only reasons there are so many of us to this day. The end.”

“Wow…” Scootaloo marveled as the class applauded. “That story was really something!”

“I’ll say!” Applebloom agreed. “This ought to be made into a movie!”

“Ms. Chrysalis?” Boysenberry asked, raising her hand into the air.

“Yes, young one?”

“Are…are changelings smarter than ponies?” She asked.

“Oh? What makes you ask that?” Chrysalis replied innocently, though with her largest mischievous grin yet.

“I-It just seems like, to me at least, whenever a pony tries to be in charge… things end in disaster. Equestria ruled by the princess, Appleloosa, even the kingdom in that story ruled by that corrupt king! All of them were led by ponies doing dumb things. And every time, the changelings need to step in and fix things for us.”

“Hmmmm… I had never considered that,” Chrysalis pondered in her best innocent and neutral voice she could manage. “I suppose you do make quite a wise and insightful point.” Boysenberry beamed in delight with a large grin. “Yes… now that I think about it, changelings do have a habit of playing the hero… stepping in to fix the world and expecting no thanks in return. And to answer your original question… I suppose that does make us smarter than ponies. Not that it’s a contest though… But with that in mind, it would be wise for you all, fillies and colts, if you ever approached by a changeling on the streets, do whatever he may desire as if he were your own king. Boys, be polite. Offer up your slaves to sample if they have eyes for your sluts. And girls, give them that extra mile should you have the honorable opportunity to lay with a changeling. After all, they are your heroes, and saviors. Of which you all owe everything to.”

“B-but ponies are still in charge!” Rumble called out. “Shining Armor and Thorax are both the leaders of Equestria. Why would they let that happen if ponies only screw things up!”

“Perhaps it is simply a result of stubbornness?” Chrysalis asked. She knew it in her head, but didn’t want to disclose her exact thoughts on the matter to the school ponies. As far as she was concerned, ponies had lost the conflict. Equestria rightfully belonged to the changelings now. The ponies were now simply guests in the land now. Allowed access by the grace of changelings on the count that they obey and follow all of their rules and customs. Shining Armor had no place holding a position of power in Equestria. It was mostly just an act of goodwill to the stallions because, as she had said, they were stubborn, and weren’t ready to accept the plain and simple fact that some foreign changelings were in charge of them now. “But enough of that for now. It seems as though I have thoroughly burned up the remainder of your school time with my story.”

“Does that mean we don’t have any homework tonight?” Pipsqueak asked. “Ms. Cheerilee usually assigns us some at the end of each day.”

“Homework you say?” Chrysalis asked, eyes lingering on the privates of the many school ponies. So eager, sexually charged, and ready to learn whatever else she choose to part on them. Though, from their erections, it seemed as though all of the colts were simply begging for an opportunity to fuck her. And why wouldn’t they? She was the only female changeling they knew. They probably suspected she had some weird sexual tricks up her sleeves that others didn’t. Well… they weren’t wrong. Besides, they could probably use a bit of fun to top off her lesson. “No homework tonight. I’m taking you all to spend the night in Twilight’s castle. Hide and fuck. The winner will have a free pass at me for five minutes,” she announced with a playfully smile. The students gasped, the many colts exchanging excited glances with each other as the Chrysalis prepared a mass teleportation spell for them all. She knew she probably shouldn’t be kidnapping and fucking so many school ponies like this… but then again, she was a changeling.