Author's Notes:

Is that how I use this thing? Alright go. Go already! *Ahem*… Greetings future subjects of mine. This is Queen Chrysalis writing to you. You’ll be happy to know I’ve disposed of that last imbecile of an author who had the balls to stop writing simply because the subject matter, and I quote: “seems silly”. Rather offensive if you ask me.

But you can rejoice knowing I will personally handle transcription of all future events concerning our little take over. Just don’t all go expecting perfect spelling and grammar now. You’re looking at a world inhabited by flying ponies and sparkling magic. It’s a miracle we even speak English.

Ah, that’s much better. Talking in that box is rather annoying. Now then, to business. Hmmmm… Oh yes! The mirror portal.

As much as I would have loved to pull another Ponyville in this fresh new unclaimed world I was presented with, Twilight, my most faithful sex pet, informed me of some rather annoying complications. Apparently one cannot travel through it without transforming into a ‘hugh man’ themselves. That alone may have complicated this manner beyond a point of likely success. Not to mention this change would also result in us losing our newfound strength and magic, which is frustrating to say the least. What would be the point to all the power in Equestria if we have to lose it before we use it?

Fortunately, the lovable bookworm had already theorized a solution. As of this moment she is currently running some tests on the white rodent the yellow one refers to as ‘Angel Bunny’. Apparently, for whatever reason, this pet of theirs exists in the same state in both universes, rather than changing species and form. With a little research and magic Twilight is hoping she can apply the same condition to me and anyone else who travels through the portal. Heh. You know, I’ve really grown fond of my little purple Alicorn. She is so eager to please in all aspects of her work. And yes… you know exactly what I mean.

But enough about that. If you were wondering about our new gender changing spell you’ll be pleased to know my men are slowly spreading it over Equestria. The first city hit was the Crystal Empire, with a rousing success. Once the cloud fully dissipated my men entered the crystal city to find the streets littered with mares, or ex-stallions as I like to call them, eager to accept their positions as my newest subjects, after a little introduction to their new bodies of course. Which is rather good, those transparent glowing crystal sluts were in such high demand here in the hive, it’ll be good to give the already present mares a bit of a break.

However, casting such a powerful spell at such a magnitude is taxing on my men, even with our new found power. As of now the Crystal Empire remains the only major city claimed. The rest Equestria will have to wait their turn. Which is not good, at all.

The situation elsewhere has deteriorated quickly. Now that all forms of leadership are missing from the pony society, anarchy and mayhem rule the streets. Stallions are throwing themselves onto any still unclaimed mares they can find, usually tying them down and forcible raping them if they don’t cooperate with their pent up desires. Ugggg, animals…

Can you believe it? Ponies used to mock us as being the uncivilized ones. One small little change in the status quo and their true intentions come to light. Pssssh, what a bunch of hypocrites.

Well, those men will pay for their crimes tenfold what they inflict to their fellow ponies once they are in my custody. They are attacking my future subjects after all. I just hope any other mares out there can hold out long enough until my changelings are able to find them and bring them to safety.

“Here, eat,” A green mare smiled and said as she offered a loaf of bread and glass of water to the mare in front of her.

“Oh… um, no thanks. You girls need it more than me,” Raven said. She wasn’t all the hungry to be honest.

“Well… suit yourself. But don’t put off eating too long. All the other girls are eating their dinner.” The mare said back to the secretary. “And our food supply isn’t going to last forever while we wait for whatever is going on outside to pass.” With that, the green mare turned and walked away, rubbing the soft loaf of bread on her shirt slightly before taking a large bite into it.

Raven gave a depressive sigh as she looked around. She, along with about two dozen other mares were trapped in here. Earth ponies, unicorns, and pegasus alike. Some were Canterlot castle servants like her, a few were assorted gentlemares of Equestria, but all of them were the lucky ones. They were the ones fortunate enough to realize what was going on before it was too late. Collectively, they had managed to gather up a few additional females from the castle grounds before locking themselves all down in the castle’s wine cellar.

Not that their plan was flawless though. Sure they all swore to stay out of the wine that cost more than their annual salary, but the stallions who were looking to rape them knew they were in there, and had so for quite some time now. They would often come by, banging on the door, shouting some rather rude and sexual threats of what they would do to the mares and their various orifices once they were inside if they didn’t open up. Despite their many threats though, the girls kept the door securely locked and magically sealed, only opening it for any fleeing females that happened on by, who were more than happy to join them rather than sneaking to avoid roaming patrols of men. Oddly enough though, the stallions hadn’t made any visit to the wine cellar’s entrance in quite some time…

“Well… at least it isn’t cold down here…” Raven thought happily hugging herself in her tattered outfit, a buttoned up white collared shirt with a black skirt, while she gazed into the large fire pit that sat in the center of the room. The flames danced along the logs, bringing warmth to the room as the assortment of ponies ate their meals around it. Some idly chatting to themselves in groups, attempting to remain casual despite the looming threat they all knew waited for them outside. Things were peaceful for now, a little too peaceful…

All of a sudden without warning, a yellow earth pony collapsed onto the floor with a thud. A collective gasp filled the room, soon followed by silence save for the occasional cackling of the fire. The mare remained motionless.

“Ummm, are you ok?” a bystanding pony asked, lightly shaking the shoulder of the still mare. No answer. Another pony came by, flipping the collapsed mare face up. Upon inspection, she was still calmly breathing.

“Uhhh, I guess she’s asleep?” Another mare asked, starting to worry now. Feeling something fishy was afoot, a nearby castle servant picked up the bread and water the mare had been hungrily snacking on just moments earlier.

She inhaled, taking a good long smell of the consumables. Her eyes shot up as her jaw dropped. “Our food has been drugged!!” She exclaimed in horror.

The color drained from the faces of every mare present as they all looked to the same items they held in their hands. Instinctively they screamed, throwing the food and water to the ground. But it was too late. They all consumed their fair share of the drug.

Raven watched in panic as one by one mare after mare dropped to the floor in the same manner. As each one fell, the remaining eyes in the room would shoot to each other, before feeling a sudden overwhelming feeling of drowsiness. The sense of dread filled the room as each mare knew they too would share the same fate, and could do nothing to stop it.

As the secretary of Celestia, Raven was no idiot. She knew something was going on, but was safe, having not consumed any of the tainted goods. Thinking quickly to herself, Raven too dropped to the floor in a spur of the moment. Shutting her eyes as she pretended to be knocked out like all the others.

Raven listened intently. Another dozen thuds could be heard as the panicking mare’s screams soon died down into a peaceful slumber on the cellar’s stone floor. Then, there was silence again as the room stood still. The cellar was deathly quiet.

It wasn’t long after the last mare fell, that Raven could hear a voice speak, a female voice.

“Heh… you know, that was almost too easy. It’s a mystery how you girls haven’t been taken by my employers yet, falling for tricks like that.”

Cracking an eye open, Raven looked towards the source of the words. Her eyes easily found their target, the last standing mare in the room. A light pink mare.

“Her?? She was the latest pony we let into our hiding spot!” Raven thought angrily as she watched. “What did she say her name was? Suri something… Suri Polomare?”

Suri was standing at the back of the room, casually leaning against the wall, and giving a devilish grin as she took in the sight of two dozen unconscious sleeping mares before her on the stone floor. Her smile only grew wider as she approached the nearest gray unicorn women who lay near the fire. Turning the pony’s body face up, Suri licked her lips as she began to work.

Grabbing the hem of the sleeping mare’s top, Suri pulled the fabric upwards. The motionless body offered no resistance as the top came free over her arms, only to be tossed onto the floor nearby. Reaching to the clasp of the mare’s bra, it too was easily unhooked and pulled off her limp arms, the unicorn’s fleshy orbs bouncing free and settling on her chest as they were exposed to the world while the bra joined her shirt on the ground. Smiling to herself, Suri gave the nipples of a unicorn a harsh pinch, earning her a soft moan from the unconscious mare. Traveling downwards, Suri roughly grasped the top of the mare’s pants and panties together, slowly wiggling and pulling them down her legs and off her feet, finally leaving the laying unicorn’s body laying completely naked, not a single scrap was left to cover her shame.

Suri hummed to herself happily as she gathered up the discarded shirt, bra, pants and underwear that lay scattered across the floor. “Really? That top with these pants? Sister, I’m doing you a favor here,” Suri said as she mocked the unconscious mare. With a light toss, Suri threw the pony’s clothing in the fire, the bright fabric quickly engulfing in fire. “Sorry ladies, but you aren’t going to be wearing anything for a while. Don’t want any unnecessary temptations now, do we?”

Turning back to the unicorn, Suri produced a length of rope. Binding the mare’s hands behind her back, she tightly fastened several knots in place, ensuring they were secure before repeating the process on the unicorn’s ankles. Once done, Suri stepped back as the earth pony admired her handiwork on the now naked and bound mare. As a final touch, she placed an inhibitor ring around the unicorn’s horn, locking it in place tightly at the base. The ring began to glow, ready to absorb any incoming magic the mare might use to escape her situation.

“One down…” Suri said, as she joyfully moved to the next mare in the sleeping circle and began repeating the same process.

Raven, who had witnessed the entire thing through cracked eyelids, gave a silent gulp. “What do I do? What do I do!! I can’t take an earth pony like her in a fight, I’ve never fought anyone in my life! But I can’t just lay her either!”

“Uggggg,” Suri said as she tossed another pile of clothing into the fire. The flames grew from the added fuel. “This sure would be a lot easier if I was a unicorn…”

Raven began to sweat as her mind scrambled. Trying to formulate some kind of plan, but failing given the immense pressure of the situation. She could only lie frozen in place, feigning sleep as she watched the cruel designer pony stripped the clothing from each of her fellow mares and immobilize them. One by one, the helpless girl’s clothing were thrown into the fire, ensuring no escape from their coming fate.

It seemed like an eternity to Raven before Suri stood above her, having finished undressing every other mare in the room.

“Mmmm, last one… My my… look at the rack on you! I’m sure the boys will enjoy training you the most,” Suri commented as she began to reach down.

“It’s now or never,” Raven shouted in her head. Her thought process was quickly interrupted by a loud banging on the wine cellar’s door.

“Finally! It’s about time they showed up,” Suri huffed, turning around and walking to the door.

“Well I guess never works too…” Raven thought. She heard a terrifying click from the door as Suri opened the cellar door, the magically seals dissipating. A crowd of stallions poured into the room. Their crazed eyes instantly falling to the lusty sight of the group of naked and bound mares waiting for them.

“Perfect as usual Ms. Polomare,” The ring leader, a muscular pegasus stallion, spoke to Suri. With that, he withdrew a rather large sack of golden bits from his pocket, tossing it to the smiling mare. “Now… there’s another large group of sluts hiding out in the donut shop. I trust you’ll do what you do best?” He asked with a toothy grin.

“With pleasure,” Suri smiled and said, not looking at him, but rather the many golden coins that made up her payment. Turning to the stallions who were already busy picking up which mare they wanted to take first, Suri added, “I’d wait until the drug wear off before you start boys. Best you save your efforts of breaking them in for when they can actually feel it.”

The men grumbled in agreement as Suri left. They had been waiting days for this moment, they could wait a little longer.

“Hey!” One of the stallions shouted as he approached the still clothed Raven. The mare’s terrified shaking going unnoticed by the group of men. “Is this one supposed to be wearing something?”

“Son, that’s the dumbest question I’ve ever heard!” The ringleader pegasus said as he slapped the back of the head of the stallion. “Just fucking get her clothes off like the rest!”

The stallion nodded as he rubbed the back of his head. Slowly, he reached down to the hem of Raven’s outfit, only to be meet with a sharp kick to the groin from her.

“AAAAAAAA!” The stallion yelped as she grasped his shattered jewels, falling backwards and landing in the blazing fire.

“The hell!” A stallion yelled as the group watched the man fumble around in the burning pit. That was all Raven needed. Scrambling to her feet, she sprinted to the doorway before the men in the room could react to what was going on.

“Get after her you idiots!!” Raven could hear being yelled behind her as she sprinted away. Entering the castle’s main entrance, she moved her legs as quickly as she could to the exit. Her heart was beating a mile a minute as she looked back. Sure enough, every single stallion that was in the room was chasing after her, save for the one she had kicked in the balls. A few of them were flying, rapidly gaining on her as she entered Canterlot’s main district.

“The alleyways! They can’t fly after or above me in there!” Raven thought, quickly making a sharp turn into the narrow passage. Raven’s adrenaline pumped legs carried her easily through the dark path, the men on the other hand found it all too difficult to run while avoiding all the debris she managed overturn as she ran.

Stride after stride she took, taking a random path whenever she arrived at a fork in the alleyway, not stopping regardless of how much her feet wanted her to. “My legs are killing me! But I can’t stop! I don’t want to think about what will happen if they catch me!” After a full solid minute of running, just as she started to think she might have a chance at getting away, Raven slammed into a dead end. “N-no!” Raven stammered, clawing at the solid brick wall, old abandoned buildings on both sides. Her chest was heaving as she turned to face the only way out, the sound of fast approaching men ringed in her ears.

Just as soon as she had resigned herself to her fate, a voice beside her called out. “Quick! In here!” Raven searched for the source of the voice, finding an open doorway on the side building of the dead end. Without giving it another thought, Raven dove inside, as the door shut with a mixture of haste and quiet control. Outside, she could hear footsteps as she struggled to control her breathing.

“Where is she?” … “Celestia damn it! Cunt must’ve taken another path. Fan out and find her! That bitch’s ass in mine!”

The sound of trampling footsteps moving away was soon heard after, given a moment for Raven to catch her breath, taking in whatever new situation she was in now. She was in a dusty home, by of looks of which seemed long abandoned. A yellow and orange haired pegasus stood crouched at the window, peaking outside. Raven instantly recognized who it was.

“S-Spitfire!” Raven exclaimed, panting between breathes.

“Shhhh!!” The Wonderbolt captain hushed her, as she continued checking the window, ensuring the coast was clear. Satisfied, she drew the curtains closed, turning to Raven.

“Close one… heh, almost considered not risking blowing my cover and leaving you out there.”

“W-What are you doing in here?” Raven asked worriedly but glad her friend was here. She had come to know Spitfire on a first name basis due to the Wonderbolt’s many visits to the Canterlot Castle where she worked.

Spitfire raised an eyebrow. “Ummm same thing you were probably doing? Hiding from ravenous packs of rapey stallions? I’d would have taken them on myself, heh, but I know when I’m outnumbered. Luckily for you though I broke into this building in the deserted alleyways ponies rarely come into.”

“Oh… well thank you for rescuing me.” Raven said, managing a small smile at the mare. Eyes dropping to her outfit she added, “You’re still in your Wonderbolt uniform?”

“Well, you aren’t really given the choice of what to wear when all Tartarus breaks loose. Not like you’re one to talk,” Spitfire chuckled.

Raven looked down. Sure enough her white collared shirt and black skirt had sustained a beating beyond repair during her running escape. Missing buttons and rips along her top could be seen, one revealing the dark black bra the secretary pony wore beneath.

“Not like there’s anything to wear or eat in here,” Spitfire added, “And we definitely can’t go out looking for food with those guys out there. Sooo settle in…”

Raven sighed. She was all to accustomed to the boring sensation of waiting. Sensing her discomfort, the captain of the Wonderbolts made an effort at a casual conversation with her friend.

“I don’t suppose you know what’s behind all this do you?” She asked the dark brown haired mare.

“Ummm, I think I heard rumors that changelings are responsible. They’ve gone around abducting mare’s exclusively for Celestia knows what. All I know is it no one ever sees them again.”

“I knew that, but is that why the stallions are acting like this?” Spitfire asked.

Shaking her head, Raven added, “They aren’t affected by any magic I’m afraid. Those are the same ponies we have lived together with up until now,” Raven sighed. “I don’t know what’s made them act like this though. I think they are just upset their mates are missing and deep down they are just as scared as us.”

Spitfire blinked, impressed by the mare's ability to say such a thing despite narrowly avoiding being raped mere minutes ago. Composing herself she looked down to the sitting mare. “Yeah, well, Cloudsdale isn’t fairing much better in case you’re wondering. But the strange thing is, it’s the stallions fault for its ruin more than the changelings. In fact, I even heard some girls were willingly turning themselves over to the changelings.”

“What?!?” Raven asked, completely shocked. “Why would they even consider doing such a thing?”

“Well, think about it… they are being hunted down by guys everywhere, I guess they figure those changeling things would offer some protection.”

“But how do they know they will be any safer? You know they attacked us last time they were in Canterlot!” Raven said, obviously still unconvinced.

“Well they weren’t here to kill us then,” Spitfire said, “And I don’t think they are here to kill us now, seeing as they are abducting us, rather than leaving bodies. Plus, haven’t you noticed the sun and the moon are rising and setting each day like normal? That must mean Celestia and Luna are still out there and in full control of their magic!”

Raven paused to consider those words. It was all true, not to mention in addition to the princess sisters, they even captured the six heroes of Equestria, even Shining Armor along with Cadence who have defeated them before. Surely all of those powerful ponies would have done something to stop them by now…

“What is really going on here?!” Raven thought as new confusion entered her mind.

Spitfire took a deep breath as she considered how to approach what she was going to say next.

“Look,” she started, “I’ve been thinking for some time now before you got here… perhaps we should do the same thing and turn ourselves over… to the changelings I mean.”

Raven’s head turned sharply to meet the Wonderbolt’s serious gaze. But she didn’t say no.

Continuing on Spitfire added, “Seeing that the sun and the moon a moving like normal each day, I’d say the worst case scenario is that ponies are being held prisoners, but even being a prisoner beats living like this.”

Raven would be lying to say she wasn’t considering this new option. “But what would they have to gain from keeping half of Equestria imprisoned?” She asked. The two ponies took a long moment to themselves to think before Raven whispered, “Do you think it’s for something… sexual?”

Spitfire’s cheeks darkened. “Well… maybe… since they are only taking females. I heard changelings fed off love, but I didn’t think they meant that!”

Raven’s cheeks also blushed a shade of red at the thought of the princesses and all her friends locked in a massively orgy with these unknown creatures. For some odd reason, the idea was starting to make her heart race in excitement.

“So…” Spitfire continued, composing herself. “Either between the stallions outside or the changelings, we are both literally fucked. We’re probably going to be raped either way…”

“Not necessarily…” Raven corrected, pinging Spitfire’s interest. “You said changeling’s feed off love right?” The pegasus athlete nodded. “Well, there’s no love in being raped by someone… maybe the changelings aren’t really the evil ones compared to the stallions?”

As if on cue, a buzzing sound was heard landing outside their abandoned hiding spot. With a remarkable burst of quiet speed, Spitfire was at the window, pulling the curtain to the slightly to the side. Her eyes widened.

“It’s a changeling! Spitfire quipped. "It probably tracked you while you were running here. What should we do?!”

Raven eyes shot back and forth, thinking to herself. “Should we… should we let him in?”

Spitfire paused, obviously considering it as Raven continued. “You were saying we should turn ourselves in right? And if they are the lesser of two evils then we probably aren’t going to get another chance before we either starve or the stallions find us…”

“Fuck…” Spitfire said as she hung her head. Reaching for the door, she unlocked it, being pushing it open slightly.

Outside the changeling drone who had been looking around couldn’t help but notice as a door to the side creaked open. Landing on the ground, he approached the run down building, hesitantly entering inside, and closing the door behind him.

As his eyes adjusted to the lack of light, they settled upon the sight of two mares up against the wall, who seemed to be holding each other tightly as they trembled in horror. The changeling blinked in confusion before he started to slowly approach the girls.

Raven shook in fear, gripping Spitfire ever tighter as the lumbering changeling walked closer to them. To her, he looked like a monster. Standing much taller than the two of them with its bulging muscles. “Are these the really same creatures that attacked during the wedding? They looked like they could rip the princesses in half with their bare hands!”

Raven and Spitfire both clamped their eyes shut as she prepared for the worst. However, the worst didn’t come... instead the two girls felt a soft hand pressed to their cheeks, almost as if trying to comfort them. In unison, the two mares slowly cracked open their eyes to see the massive changeling kneeling before them smiling down on them with a kind expression.

Almost involuntarily, Raven took the hand and pressed it tighter to her cheek, nuzzling it as she felt its smooth texture and warmth. “Oh… it’s been far too long since I’ve meet a man who wasn’t trying to hurt me…” she said.

Spitfire to seemed more than happy with the drone’s lack of hostility. She smiled as the hand rubbed her face, and continued smiling as the hands worked their way down the two mare’s necks before sudden withdrawing after coming in contact with their clothing.

The drone hissed as he withdrew his hands from the two girls, as if offended by the fact they would wear something in his presence.

“Oh… umm I think he doesn’t like our clothes…” Spitfire spoke softly to Raven. “Do you think we should… take them off?”

Raven blushed at the suggestion before turning to the drone. “Well, we’ve come this far, might as well take it all the way.” Raven said, steeling herself. “If our theory is correct, maybe we have to please him before they are willing to take us anywhere…”

Spitfire nodded in agreement. Slowly, she reached behind herself, grasping the zipper of her Wonderbolt outfit. Gradually she began moving the zipper down as she was meet with an approving look from the drone standing above her. Once the zipper reached the bottom, her arm moved to grip one side of the top, as she withdrew the other from the skintight confines of the suit. The other arm came out as the remainder of the Wonderbolt suit was wiggled and pushed to the ground before being stepped out of and kicked to the side.

The changeling smiled as he gazed upon the entirety of Spitfire’s form, happy with the fact the mare didn’t choose to wear any underwear beneath her outfit. Spitfire stood proud, arms crossed below her breasts, unashamed of her nudity. On the other hand, Raven had only managed to remove her ruined shirt and skirt during this time.

“Ummm, Mr. Changeling, sir?” Raven quipped, drawing the drone’s eyes away from the pegasus’s shaven slit and onto the white mare. “Would you like to… maybe… remove the rest of my clothes yourself?”

Spitfire and the changeling both blinked in surprise at the mare’s initiative, which the drone was more than happy to pounce upon. Turning his full attention to the smiling mare, he bent towards the ground, happily unhooking the metal clasps on her bra as Raven extended her arms, allowing it to be easily removed from her body. Turning the mare to face him, the changeling was delight to see two perfectly shaped breasts bounce into view, nipples already hardened from the room’s cold air. Without wasting another moment the changeling dove in, planting small licks and occasional kisses around the mare’s sensitive flesh, earning him a few soft pleasurable moans and giggles as he continued playing with the girl bosom like a gift he had just unwrapped.

Meanwhile to the side, Spitfire fumed in anger at the sight of the happy couple. Sure she had just been shown up by the secretary, but then again she wasn’t sure why she was upset in the first place. “Jealous? HA! I’m not jealous! There’s nothing going on here to be jealous about.” Spitfire thought as she continued to watch. The drone hands and moved down, grasping the white mare’s panties before smoothly pulling them down and off her slender legs, revealing a quivering pussy to her eyes. “Ok fine! Maybe I’m a little jealous…” The drone then proceeded to insert two skilled fingers in the horny mare’s cunt, working her folds with skilled precision.

“Ok focus, Spitfire! The freaking Wonderbolts captain isn’t outplayed so easily. If she wants to play things like that you just need to reach down into your dirty bag of tricks…”

“Meowww.” The changeling’s ears perked up as he heard a sound purring sound arising to his side. Momentary ceasing his efforts on the mare writhing at his fingers, he rose to his feet. Before him lay Spitfire, perched on all fours, gazing at him a rather sultry look. Wasting no time, Spitfire seductively crawled in, making sure to rub up against the backside of the changelings legs with her side and tail while releasing another set of pleasurable coos and purrs. Wrapping around his legs so she stood perched at his front, Spitfire rose to her knees. Grabbing the only thing the changeling wore, a tattered pair of shorts, which she pulled downwards. Her efforts were meet with a rock hard and erect cock, bobbing out, almost hitting her in the face.

“Wow….” Spitfire and Raven both said in unison, staring at the gargantuan member. After a moment Spitfire composed herself after her momentarily drop of charter. Opening up wide, she took as much of the drone’s impressive length into her eager mouth, purring in satisfaction. The drone shivered in pleasure as the mare worked her tongue along his length while meeting his gaze with a seductive look of her own.

Meanwhile Raven was not the least bit happy her friend was hogging the cock all to herself. Approaching the pegasus from behind, she roughly grabbed the sides of the pegasus’s bobbing head, pulling it back. The drone’s member came free of her mouth with an audible ‘pop’. Raven came in from the side, resolving that they should simply share it’s length as she lowered her tongue and began working. Spitfire was obviously not pleased with this change, but could live with it as she begin licking the opposing side of the member.

The changeling groaned in pleasure as he felt the two lovable mares work their tongues along his length, making sure to attend every inch of it. Both girls reached up and taking a ball into their hands and lightly fondling his sac while gazing up to meet his eyes. If the changeling hadn’t of known better, he would have guess these two had rehearsed this.

“It’s so hot and tasty! Oh Celestia, is this what I’ve been missing out on all this time?” Raven thought to herself.

As the two girls continued to work along the drone’s length a dabble of precum emerged from the tip of the cock. Spitfire was faster, as her mouth swooped into, tongue quickly working as she greedily swallowed down the substance. Reaching down, the drone grabbed two handfuls of her orange and yellow hair, gently encouraging her to continue. Her efforts were meet with another burst of precum, larger than the first. It too was eagerly sucked down into her stomach. Licking her lips as she withdrew from the head of the cock, Spitfire couldn’t help but comment. “Mmmmm delicious!!” Much to the envy of the other mare in the room. Spitfire obediently returned to her normal post licking the side of the changeling’s member with gusto.

The drone let fly another pleasurable groan his balls tensed up and his cock starting to twitch wildly giving the girls all the warning they needed. Without a word, the two mares withdrew. Moving back so they stood before him on their knees, hands on their thighs, mouths open and giggling with excitement. The changeling that stood before them hissed in pleasure as he grasped his cock, wildly pumping it as he angled it towards the two mares.

With another satisfying groan, the changeling came, white rivers of cum erupting from its head. The first three streams landing in Raven’s extended tongue, some splattering down and landing on her heaving tits. The next wave hit Spitfire, her eager mouth receiving the same treatment as a seemingly endless stream of cum came pouring out onto the two ladies. Another long white stream of spunk rocketed from his member, landing on Spitfire’s cheek and eyelid.

Once the two girl’s bodies were covered in their fair share of the changeling’s spunk they sealed their mouths, working their throats as they swallowed down the drone’s potent seed into their empty stomachs.

“Oh wow…” Raven commented, falling back onto her behind. “That stuff really does taste good!” She made sure to thoroughly lick her lips, savoring the full flavor, noting she no longer felt hungry anymore.

Spitfire grinned in agreement, already feeling like this new substance was something she could get fast addicted to. Spotting another helping covering her friend’s chest she didn’t even hesitant for a moment before pouncing her to the ground, thoroughly licking Raven clean of the hot nectar like a hungry animal. Raven released a deep moan as her Wonderbolt friend focused her tongue on her breasts, where most of the excess streams had landed.

The changeling, who was watching the entire scene as it unfolded before him with apt amusement, counted his blessing at the two mares he had managed to find. Reaching into his discarded shorts, he pulled out two circular collar looking objects, the ends of which weren’t connected. Turning back to the girls, who had just finished lapping the final spots of cum from each other’s bodies, he offered one to each of them.

“What’s this?” Raven asked curiously, eyeing the collar that was held before her.

“It’s a changeling slave collar,” Spitfire answered, taking it from the changeling and feeling its soft texture in her hand. “I saw some of my mare friends wearing them before they were taken. You kinda belong to them once you put it on.”

Raven bit her lip nervously upon hearing this new information. “I don’t know, Spitfire… That sounds like a rather big decision. Being owned by a changeling? How do we know becoming their sex slaves won’t turn out badly for us?”

“Well… they’ve managed to keep a perfect handle on half of Equestira. If this is why, I’d say that’s more than enough of a reason for me.” With that, Spitfire extended the ends of the collar out as she placed it around her neck. Once in place, the magical ends shot together, fusing into one. “Besides… it’s either them or the stallions outside, and I’m already liking the looks of what we have here,” Spitfire said, licking her lips as she watched the changeling’s cock already back at full mast and throbbing for attention.

Raven gave a nervous gulp, knowing her friend was right. Hesitantly she slowly moved the collar to her neck, wrapping the ends around it. With a magical hum the two ends came together, sealing together seamlessly and permanently, marking her new role in life. Reaching around behind her back she could feel another loop had formed on the back of the collar, perfectly shaped for a leash to be attached to. With a testing tug Raven pulled the collar’s side, hard. Sure enough, it didn’t budge from its place around her neck.

The changeling smiled seeing both the mare’s decisions. Only collared mares would be accepted back at the hive. If they hadn’t choose to wear them he would have been forced to leave them to their fate here. But now that that matter was out of the way, there was just one more important order of business with his newest pets before he could take them to rejoin their friends.

The two mares sat on their knees before their new master, touching their newest accessory around their necks. Seeing as the athletic pegasus decided first, he would to start with her.

Sensing her services were desired, Spitfire gave a strong flap of her wings, playfully tackling her owner to the ground. After their rolling had ceased, the drone found himself pinned beneath the devilish grinning mare.

Returning her smile, the changeling roughly grabbed the hips of his new pet, guiding them down to his throbbing member. Spitfire bit her lip as the tip nudged her dripping entrance, teasing her on as her owner kneaded the flesh of her firm behind.

Not wanting to wait a single moment longer, Spitfire thrust down, sinking herself onto the near entirety of the changeling’s erection. The creature below her groaned in ecstasy. Even after all the different mares he had slept with, the tightness of Wonderbolt cunts was legendary.

To Raven, it was obvious that Spitfire was enjoying herself from the single penetration. Her wings stood erect and fully extended. Her tongue lolled out of her mouth as she experienced her passage almost entirely spread open.

“Ooohhhhhhh, fuck yeah! That hits the spot,” Spitfire said. Slowly coming to her senses, the Wonderbolt rose back up, only to thrust back down, the drone’s lubricated cock easily sliding back into her. The drone clenched his teeth as he felt her walls rippling and squeezing over his cock.

Spitfire rose up again, leaving nothing bit the head lodged inside before roughly plunging back downwards, her sex swallowing her owner’s cock all the way to the hilt. After another pause to gasp and adjust herself to her partner’s above average length, Spitfire began to work her hips in earnest as she found her pace.

“Sooooo much better than what Soarin used to give me….” Spitfire moaned as she began to ride harder as the cock slipped in and out of her. Lewd sounds echoing throughout the room as her hips repeatedly meet the drone’s pelvis.

Raven, who had watched the entire scene with wide eyes couldn’t help but blush at her friend’s perverted side coming to light. Even though Spitfire knew she was watching, she didn’t hold a single bit back, almost as if the pegasus wanted her to see. Raven’s hand snaked it’s way to her soaked entrance, gently inserting a digit inside as she rubbed her aching clit. She bit her lip in apprehension as she watched her friend continued to impale herself over and over on her master’s shaft, almost apprehensive knowing for certain her own snatch would be next in line.

Spitfire was building to a strong climax as she continued to ride her new owner for all she was worth. The throbbing rock hard dick feeling right at home lodged inside her while bringing her to an apex. From her position, she could feel it hitting her deepest most pleasurable spots, spots that had gone untouched by any other toys or cocks. She doubled her efforts, riding him faster and harder, to the point her breasts were bouncing wildly across her chest, much to the drone’s delight.

The changeling continued to enjoy the ride he was receiving. He could feel that they were both nearing their peak. However, what stood out to him the most was the feeling of her wetness, her vacant womb calling out to be bred. Begging to pumped full of so much seed until it could fit no more.

With a massive groan the changeling gave one final thrust upward as he began to cum inside the tight hole of the Wonderbolt. The drone’s thick pink cock twitching inside briefly before a frothy stream of hot changeling cum poured out, filling the mare’s womb with rivers the potent baby batter.

Feeling the steady stream of spunk pump into her lower orifice, Spitfire screamed at the top of her lungs as her mind shattering orgasm hit. Her marehood clenched and tightened, as the drone’s balls worked overtime in emptying themselves deep into her.

After the two had finally stopped cumming, Spitfire released a ragged sigh as she pulled herself off the still erect cock. It was an odd sight for Raven, seeing the athletic pony out of breath for once as the exhausted pegasus collapsed onto the ground. The changeling on the other hand, barely looked winded.

Flipping onto his front side the drone pushed himself to his feet, pausing to admire his work on the panting pegasus, thick globs of his cum still drizzling out from her well spent hole.

Turning his gaze, his eyes locked onto Raven’s. The black haired secretary couldn’t help but release a gulp as the drone slowly approached her. The still throbbing member, coated with her friends juices seemed almost fixated with the entrance that lay between her legs.

Preparing herself for what was to come, Raven spread her legs wide. Adding to that, her sultry gaze and a subtle ‘come hither’ gesture with her finger was all the invitation the changeling needed to feel welcome. It would take everything she had if she wanted to satisfy this lover. Taking his place above her and between her legs, the drone prepared his member to welcome its newest member to her new role as a breeder.

“Fuck!!! I still can’t believe we lost her!” The fuming pegasus stallion ringleader said as he stormed ahead of his men.

“She was running awfully fast…” a nearby earth pony commented offhandedly, only to be meet with a sharp glare from his leader.

“Let’s just get back to the cellar,” The pegasus ordered as his men entered the castle and began descending the staircase into the castle’s depths. “Our new cum dumps should be waking up any minute now…”

The men pooled into the familiar room slowly, only then did it collectively dawn on them the mares were no longer present.

“The hell!! Johnson! Why didn’t someone stay behind to watch the cunts while we were chasing that bitch!”

“Well Sentry was still here and…”

“Sentry just got his balls kicked in, obviously he didn’t count!” The pegasus said, throwing his palm to his face. “Great! Just great! Now we’ll have to go out searching for… wait a minute, what in the hell is that?” He asked, seeing a thick green cloud that had seemingly drifted down the stairs behind them, pooling above the ground. The cloud traveled towards the confused stallions. As it passed, parts of it seemingly clung to their bodies, before slowly seeping into them. The puzzled stallions exchanged glances with each other, as the cloud enveloped every pony in the room.

A nearby burly unicorn couldn’t help but comment in a feminine voice, “I kind of feel funny…”