Jet Set pushed aside another tree branch as Cadence and Fancy Pants trailed behind. Casting a nervous glance back the way they had come, Cadence breathed a sigh of relief before addressing the stallions that accompanied her.

“Alright, this should be far enough away from camp. It doesn’t look like we were followed again,” Cadence said, once again undoing the knot that held her short robe together, slipping the garment from her slender arms. Her bare breasts and swelling stomach revealing themselves to the two men along with the warm forest air.

Jet Set and Fancy Pants watched with perverted fascination as the princess neatly folded her discarded robe, placing it on a nearby branch to be retrieved later. Nodding to Jet Set she lifted her hair out of the way, allowing the stallion to gently reach around her neck, hooking the end of his leash around the loop in her collar. A soft click indicated the leash secretly had attached itself to the Princess. With a few small tugs on the leash, Jet Set gave a devilish grin before continuing their walk further away from camp. The now naked and leashed alicorn obediently following his lead. Fancy Pants was behind her, casually watching the walking princess sensual sway her curvy rump.

“I must say, Princess Cadence” Fancy Pants began, still trailing behind her, “Are you absolutely sure you are comfortable conducting yourself in such a manner? Perhaps this whole setup is a tad… restricting on you, maybe?”

“Quite the opposite my loyal subject,” Cadence smiled back to him. “As a matter of fact, I actually feel more comfortable now wearing nothing at all. You see… it just feels rude for a mare like me to conceal her body in the face of such fine and virile stallions such as yourselves. In a way, even though I wear this leash and collar, I feel more free now than I’ve ever been before the changelings took over. But… why do you ask, Fancy Pants? Does it bother you?” Cadence asked, playfully eyeing the unicorn.

“On the contrary, my dear,” Fancy Pants said with a smile of his own. “To be frank, I also bought a similar pair of items for my sweet Fleur De Lis to wear for our anniversary a while back.”

“Oh?” Cadence asked, intrigued. “Did she find them pleasing?”

“Well… yes,” Fancy Pants replied. “But not in the manner in which I had hoped… You see, she thought the collar was for our prize winning spaniel. B-but on the bright side, she still appreciated the gift! *sigh* She was always such a sweet young lady…”

“Ah, I remember Ms. De Lis well from my stay in the changeling hive.” Cadence said, attempting to console the stallion. “I can tell you she is alive and well… quite well in fact. To that matter, I can personally promise you will see her again one day… however,” Cadence added, before seductively trailing her hand to her shapely rear, yanking the stallion’s attention to it while she dealt her ass a few light slaps. “If you want any chance of keeping Ms. De Lis around, the old dog is going to need to learn a few new tricks…”

Cadence could hear Fancy Pants give an audible gulp as Jet Set pulled her leash taut, causing her to quicken her pace. “What about you, Mr. Set,” Cadence asked as she quickly trotted up to her leash holder. “Do you have a special some pony out there you have your eyes set on? Perhaps a mare in our very camp…..?”

“Heh… Well maybe… I did have a thing for that Indigo Zap chick before you came here. The pegasus looks like she could milk a dozen cocks with that tight little cunt she’s hiding between those legs…” Jet Set said, before quickly remembering who he was talking to. “Ummm *ahem*, in any case, it doesn’t really matter what we think. None of the girls really seem interested in having a little fun with us. They’re all off doing their own things most of the time.”

“Oh, I see… you poor poor stallions,” Cadence spoke apologetically. “After all the work you do for them. Boring tedious work at that. The least the girls could do would be letting you boys play around with their bodies from time to time, don’t you think? I mean, there’s no harm in everyone having a little fun, right?” The stallions silently agreed, not realizing that they were nodding.

“Here should be good,” Jet Set said, coming to a stop and giving a devilish grin. “Nicccce and far away so no one can hear those sexy moans of yours…”

The week at the Changeling Usurping Nerd Term campsite had been interesting to say the least. Well interesting for one group of ponies that is. During the day, everything was peaceful and boring. Cadence would conduct herself in way manner befitting a pony of her stature. Which would normally involve her spending her time alone in her tent, or off with various ponies in light hearted discussion.

However, usually several times during the day, Cadence’s ‘curse’ would take over, compelling her to seek out the nearest stallions to pump their thick seed inside her various holes. Neon Lights and Royal Pin soon realized that their efforts alone wouldn’t be enough to satisfy the princess, seeing as her visits were much more frequent that they could recover from. As a result it wasn’t long before Jet Set and Fancy Pants were more than happily added into the mix.

Cadence’s so called curse had improved over the course of her stay in camp. Unlike only being able to express her much wanted desire for things like ‘cock’ or ‘fucking’ like her initial runs, the stallions soon found the Cadence had regained normal speaking habits during her ‘heat’ periods, as the four stallions had elected to call it. Well, as normal as one might get during times of heat. The men had grown accustomed to glossing over the crazy and perverted chatter the princess would stir up like it was the most normal thing in the world. Of course, they figured it was all the curse acting up and played along while the mare questioned them from every detail of their old sex life to which mares they were interested in railing at camp.

Seeing as there was little else better to do and her visits were the most exciting parts of their day, the group of four stallions began comparing notes on how to best please the alicorn. Oddly enough, their sessions proved most effective if they treated the mare as nothing more than a pet. The irony was not lost on them, seeing as she was a princess who wanted to be treated as something less than a pony. Terms such as slut, whore, cum dump, and bitch were tossed around a plenty, hesitantly at first, but all to the delightful approval of the princess. Not to mention attaching a changeling leash to her collar, petting her, roughly spanking her rump if she failed to follow a command to their desire, or pumping her various holes with gallons of their spunk as a reward for her obedience. Cadence seemed to proudly relish all of it, seeming as though there was nothing the men could do to her that was off limits. Which of course, only motivated them further into deeper acts of depravity in their many efforts to dominate her.

In fact, Jet Set had once decided to tie her up, as well as blindfold and gag her, topped off with an inhibitor ring placed around her horn. All in an effort to make her powerless to stop all four of their repeated assault on her holes. Later that night, he discovered he had been awarded for his idea in a manner most fitting. Being awoken in the middle of the night, finding the princess’s head gently bobbing up and down between his legs.

However, despite all the fun that had been had and all the fond memories that had been made, lately her visits had become… less and less frequent. Even now, an entire day had past and Cadence had yet to approach them for their practiced services. The stallions f̶e̶a̶r̶e̶d̶ hoped that her curse had fully resided and things would go back to normal. But, they were all starting to become edgy. Their balls, which up until now had been working around the clock to produce and pump their fertile sperm deep into the pregnant princess were starting to become pent up. If Princess Cadence was truly cured, the men could only hope a new outlet for their desires would wander their way sooner or later…

“Achooo!” Lemon Zest sneezed.

“Bless you,” Sugar Coat quickly said to her friend. Like always, the five school girls were gathered around in their sleeping quarters. Cots facing each other as the mares engaged in their normal late night chit-chat.

“Soooo, Princess Cadence…” Indigo Zap began.

“What about her?” Asked Sour Sweet curiously.

“I’ve been thinking about her… and well, I mean, when she first woke up here with her brain freed from all the changeling magic mumbo jumbo messing with it… she didn’t seem to have much of a reaction when we told her what had happened to her, you know?”

“Well duh!!” Sunny Flare interrupted. “She’s one of the four princesses of Equestria for pony’s sake. Of course she would be stronger than to break into tears like a little filly or something!”

“I-I know but still… waking up one day to discover you and your subjects have been secretly kept as changeling sex slaves? Knowing your body has been endlessly fucked for days on end like a piece of meat? Even having your own uterus invaded by one of those… things growing inside it… as you’re bred like an animal… ugggg,” Indigo Zap shivered. “I’m not afraid to admit I would probably have had a mental breakdown right then and there…”

The four other girls could only stare at the Pegasus, considering her words for a long period of time.

“Yeah, I-I probably would have too…” Sour Sweet commented.

“Well you know she’s been spending a lot of time going on long walks with the guys lately… whenever I ask them what for they just say ‘emotional support’ or something,” Lemon Zest said. “Has she asked any of you girls if you wanted to go on some sort of walk?” The others shook their heads.

“We can’t really blame any pony for needing some help after learning what they’ve been through. Not like we don’t all have our own ways of dealing with stress…” Sugarcoat said, casting several shifty glances to the side.

“Plus the guys seem to like it. I’ve never seem them in such good moods before!” Lemon Zest added happily. This statement only puzzled the remaining mares further.

“I guess it’s just a little odd she would connect with the guys so quickly instead of us… did we make a bad first impression or something?” Sunny Flare asked.

“I just acted like I always do…” Sour Sweet chimed in.

“Ah,” Sunny Flare continued, realizing the problem. “Still, it wouldn’t hurt for us to be a little friendlier and open to the princess. Celestia knows she needs it after what she’s been through.”

As if on cue, the tent flaps parted as the regal Princess Cadence herself entered the mare’s sleeping quarters.

“Princess!” The five girls exclaimed in unison, all jumping to their feet and bowing.

“Please girls,” Cadence chuckled warmly, “I thought we would have been past this by now. Just Cadence is fine.”

“Is there something you wanted to discuss us prin-Cadence?” Sunny Flare asked, noting this was actually the first time the alicorn had chosen to visit their tent at night.

“Yes… there is,” Cadence said slowly, her warm expression suddenly growing more serious. “I’ve finalized a plan to aid in the extraction of other ponies from the hive and I’m practically certain it will work, but…” she paused for a moment. “I’m not sure you girls are going to like what it requires…”

Four mares could only anxiously wait for her to continue, except Indigo Zap who looked unafraid from what might be said. “Just lay it on us, we can take it!”

“Are any of you on birth control?” Each mare slowly shook their heads, puzzled, by her odd and random question. Birth control was not one of the few luxuries they had managed to pack when fleeing The Crystal Empire. Cadence took a deep breath. “Good, because I need all of you girls…… to sleep with the stallions here, and become pregnant with their foals…”

“WHAT!?!?” The five girls all exclaimed in their perfect uncanny unison. Cadence calmly waited until their commotion and endless questions had died down before continuing.

“I had expected you girls would feel some… apprehension to my suggestion, but please, allow me to explain. There’s a good reason I’ve asked you to do this. You see… changelings are only after us mares because of our wombs,” Cadence spoke calmly, rubbing her own swelling stomach for emphasis. “Their ultimate desire is for an army of broodmares to serve in producing an even larger army of changeling drones. But… if a mare’s womb is already occupied by another infant, you girls should be safe from the changeling’s interests regardless of what else happens here, at least for nine months…”

B-But…but…” Indigo Zap stuttered. No longer looking fully confident in herself. Shrinking down from her spot as if to avoid attention.

“Well technically we wouldn’t need to sleep with the stallions for that,” Sugarcoat interjected, pushing her glasses up. “We would just need a single semen sample for one of the guys… then Sunny Flare could use her magic to carefully insert-”

“No, no, no! Stop! Stop! Gross!” Cadence said, waving her hands to break the nerdy mare from her train of thought. Sighing, she added, “That isn’t the only reason I’ve asked you girls to sleep with the men.”

The school girls leaned in closer, each anticipating what she would say next, not realizing their cheeks were all blushing madly.

“As you are all well aware by now, our little spy, Sunny Flare, was nearly discovered during her short visit in the hive to rescue me, correct?” Sunny nodded to her to confirm her statement. “Well there’s a good reason for that. Sure she’s a mare, she was completely naked, and wearing a sex slave collar so we can’t say she wasn’t dressed for the part.” The unicorn blushed as the memories rushed back. “But she still did not look like she belonged, and we can’t have any of that if you girls are going to be running dozen of covert extraction missions.”

“What do you mean Cadence?” Sunny Flare asked, mindlessly lost, absentmindedly touching the ever permanent collar that she bore around her neck. “How else in Equestria are we supposed to look like we belong there?”

“How to approach this delicately…” Cadence said slowly. “You see…. changelings are odd creatures, and that’s putting it mildly. Their entire existence is centered around love, and with that, sex. They practically have every mare in Equestria in there behaving as submissive and obedient sex slaves, but you weren’t. Because of their nature, they can easily spot a mare who doesn’t belong like the others, a mare who doesn’t feel submission and embrace it with every fiber of their being. No amount of skilled acting can get past their senses.”

The girls were stunned, seeing their brilliant plan had hit a brick wall in light of this new information. Their fears worst had been confirmed. They would surely be caught and captured if they ever dared returning to the hive now. “S-so, what are we supposed to do, princess?”

“As I said, you need to sleep with the stallions here. But not just any old romp in the hay. No… I believe you girls need to let the men use you in a certain way. You must let them dominate you, let them own you as if you were their pets, let them use your bodies for each and every one of their perverted desires. Know what it’s like to be nothing more than an animal whose sole purpose in life is to please their masters. Then, and only then, will you girls know true submission, and well enough to fool even the sharpest of changelings.”

The five girls gulped, all exchanging glances with one another. Silence engulfed the room. It was more than obvious they wanted to refuse the princess’s crazy plan, but they realized they had no other course of action, and they were probably the final hope Equestria had for things to ever go back to normal.

“Now… I realize asking you girls to do this isn’t any sort light request. But drastic times call for drastic measures. I think we can all agree that letting the stallions, a group of loyal men whom we all trust with our lives, play around with us a little in exchange for rescuing our friends and saving Equestria, is the preferred option over becoming mind controlled cock hungry sex slaves to a changeling.”

A realization could be seen coming to light in the center of every mare’s eyes when she phrased it like that. They knew they had to do this. There was no time to stall either while they made up their minds. With each passing day, the changeling’s grip on Equestria tightened. While the mares inside fell even deeper under their control and others outside were captured, collared, and creampied. But still, they said nothing as none of them could bear voice these thoughts to the others. The girl’s dead silence spoke volumes. All Cadence needed to hear, or in this case didn’t hear.

“Very well, I’ll go fetch the men and inform them of our plan. Thank you girls,” Cadence continued on before the mares could change their minds, before swiftly exiting the tent, leaving a pack of five dumbfounded mares. It took a while for them to collect their thoughts and resume speaking.

“W-We aren’t really going to go through with this insane plan…… are we?” Sour Sweet asked innocently, her body trembling with nervousness as she hugged herself tightly.

“We don’t really have anything else we could do if we want to rescues all of our friends trapped inside that hellhole!” Sunny Flare added, although slightly shaking herself.

“Relax girls!” Lemon Zest interjected, seemingly following her own advice. “No offense to the guys or whatever, but they’re all too nice! They probably aren’t the type that have the stuff to fill the dominant role. Hell, I’m willing to bet they don’t even have any experience with any of that junk!” Lemon Zest coughed, then coughed again. The girls started to look up, half hoping that the music mare’s words were true.

After a long while, the tent flaps once again parted, the alicorn entered, along with Fancy Pants, Jet Set, Neon Lights, and Royal Pin in tow.

“I’ve told these kind gentlecolts of our plan, and they are all willing to give it a shot. As it turns out they have some experience with this type of stuff…” The mares quickly shrank back down and whimpered. “And they have all sworn to me they will not abuse this position of power on you. For what it’s worth, I know we can trust them.”

“Now then… I guess you’ll all need to be paired up if we want to begin. Let’s see... Jet Set you can have Indigo Zap, Neon Lights will take Lemon Zest, Royal Pin with Sour Sweet, and ooooo, Fancy Pants with Sugarcoat! That just leaves Sunny Flare to me…” Cadence spoke with authority, as each of the stallions took their place behind their assigned mares who still sat on their cots.

“Ms. Flare, you will be my demonstration subject as I inform the others on how to properly dominate and impregnate these brave mares as a typical changeling might do,” Cadence said as she took her own spot behind Sunny Flare, gently massaging the unicorn’s shoulders to calm her nerves. “After all, I’m ashamed to admit it, but I do have the most exposure to such acts.”

“B-But you’re not a stallion! How would that even work?” Sunny Flare quipped.

“We’ll get to that later…” was all Cadence said for the time being. Turning to the rest of the group, she began instructing the class.

“Let’s get started shall we then? For starters, I think it’s only logical if the ladies slip out of those wrinkled old clothes. The first thing a changeling would detect in a spy would be if a mare wasn’t comfortable in her own skin. Not to mention, it would be terribly impolite for a slave to conceal her body from the eyes of her owner.”

The girls nodded nervously, obviously still hesitant to where everything was headed. Nevertheless, their hands slowly rose up, and began unbuttoning their school uniforms.

“Ah ah ah,” Cadence chided, stopping the mares in their track, who thought they had done something wrong. “Let the men do it for you, girls. Guys just love stripping us mares. It gives them a sense of power over us.”

With her approval, hands reached down on every mare present as the stallions began to excitedly unbutton and slide off the tops of the school uniforms from their prey. The girls fidgeted awkwardly as their clothing was lifted over their heads and off their arms. Their bras all popping into plain sight, but remained untouched for the moment. Their skirts came next, unclipped and pulled down their slender legs before being carelessly discarded to the side, leaving the group of girls clad in nothing but their underwear.

“Excellent! Now, don’t be afraid to be a little rough, boys,” Cadence cooed, illustrating her point by gripping Sunny Flare’s pink bra with her magic, violently ripping the garment in two with her magic. The unicorn’s perfectly shaped globes of flesh bouncing free from their confines. “You have to assert your authority. Let your mares know their place…”

Neon Lights couldn’t have agreed more. Roughly gripping Lemon Zest by the shoulders, he threw her face down into her cot. Grabbing the mare’s green bra in his hand he yanked, the flimsy bra tearing to shreds as a result of his brutish strength. He quickly cast aside the ruined garment, only to repeat the same process on her panties. It joined the other now worthless scraps of underwear that littered the floor of the tent. Even Cadence’s flimsy robe joined the fray as the alicorn carelessly discarded it into the pile. Silently, she breathed a sign of thanks to finally be free of it.

“Sweet Celestia! She’s soaked” the still dressed Neon Lights commented, staring at the freshly uncovered valley between Lemon Zest’s legs.

“Mine is too!” Jet Set exclaimed excitedly.

Cadence’s grin only grew wider seeing the results were the same for every mare present. “You see that boys? That’s just a mare’s way of saying she’s happy to see you,” she said with a giggle. “Now then, don’t be afraid of returning the sentiment. Play around with them a bit, let their bodies become more acquainted with you.”

Sunny Flare’s entire body was enveloped with Cadence’s magic, slowly raising and lowering her back down so that she sat between the legs of the alicorn who had seated herself on her bed. Cadence’s magic faded on all but Sunny Flare’s legs, keeping them spread wide as the princess’s nimble fingers began to lovingly rub and stroke at her quivering slit in plain sight of every pony present, much to the unicorn’s horror.

“N-No! Don’t look at me!” The madly blushing Sunny Flare said. Her arms flying to shield her beat red face from the on looking audience. “C-Cadence, this is s-so embarrassing!”

“Shhhhhh,” Cadence lovingly whispered into her ear. “There’s nothing to be ashamed about, dear. It’s only natural. This is what your body wants, you and I can both feel it. The sooner you forget about such silly things like embarrassment or shame, the sooner you can join your body in blissful…. pleasure.” Cadence reached up, grabbing one of Sunny Flare’s tits in her palm and starting to gently grope the tender flesh. Meanwhile, her fingers had snaked down to her folds. Two digits were parting her cunt, revealing her moist tunnel to her friends. “Who would have known such a sexy unicorn was hiding such a lovely marehood beneath all those clothes. It would be a crime to not let everyone enjoy it!”

Meanwhile, Fancy Pants had already began toying with Sugarcoat’s own delectable chest while she was occupied watching her unicorn friend being used. Sugarcoat had completely stopped her weak struggling, now allowing the stallion full access to her breasts to grope, squeeze, and suck away at to his heart’s content. Despite her cooperation, a part of her resistance to this whole ordeal remained, however, it slowly grew weaker with each and every moan that escaped her lips.

Royal Pin too had taken playfully teasing Sour Sweet. Gently nibbling at her neck while lightly smacking her firm bottom. Sour Sweet was quickly getting in same the mood, returning each of his smacks with a deep moan. A part of her mind couldn’t help but wonder why she was enjoying this manhandling so much, but those thoughts were quickly cast away as the stallion’s hand slammed its way down onto her rump again.

“Mmmm, it seems like the others have followed our lead,” Cadence said with glee. “Sunny Flare dear, be a good little pet and continue playing with yourself for a moment. I’ll be right back.”

As Cadence removed herself from behind her, Sunny Flare couldn’t help but feel an odd compulsion to follow the mare’s orders, despite her previous apprehension. Her hands taking the place the alicorn’s had previously occupied as they slowly began toying away with herself, her fingers dancing across her folds with a new sense of purpose.

Cadence rose, observing the room. It seemed like three of the couples were getting along perfectly well in accordance to her lesson plan, the mare’s allowing fully access to their assets. “Very good girls. Let their hands wander where ever they wish. Always remember, the men have as much right to touch your bodies as you do yourself…”

However, it was more than apparent Jet Set was still having difficulties taming Indigo Zap, who was now profusely refusing any attempts of the stallion touching her. Jet Set had managed to wrestle her soaked panties off her legs, but her arms had risen to protect her chest, where her black bra remained still firmly attached around her pert breasts.

“Is something wrong?” Cadence asked warmly, approaching the frustrated couple. “Jet Set, perhaps it would be best if you give us a moment.” The stallion huffed and withdrew, allowing them a small bit of privacy.

“Princess… it-it’s just my… breasts,” Indigo Zap spoke shamefully, hanging her head while she shook. “T-They’re barely a B-cup, not even close to the size of the other girls here! To be honest, I’ve always kinda been secretly ashamed of them, and now everyone is about to see them!” It was obvious from that way she was going that she was about to give up on Cadence’s entire plan. That would not do at all.

“Oh my…” Cadence said softly, placing a comforting hand on the mare’s shoulder. “There there Indigo… I can see how that may make you feel uncomfortable. But I think I have something that will change your mind…”

“Wha-What?”

During my stay in the changeling hive, you should know I’ve encountered many beautiful mares such as yourself who faced the same dilemma when they were first abducted. The changelings didn’t understand how one part of our wonderful female form had such a large impact on a mare’s feelings, and it shouldn’t. Nevertheless, the girls were quite adamant in their uncomfortableness so it was only natural the changelings had a spell like this made…”

“What… spell?” Indigo Zap asked, curiously looking up. She wasn’t left wondering long as she instantly noticed the princess of love’s horn glowing in a strong cyan hue, focusing directly at the pegasus’s chest. Indigo gasped as she felt her pert breasts enveloped by the alicorn’s magic. Suddenly, she felt her body lurch, causing her to quickly look down. Her breasts appeared to be growing, as if expanding! Swelling on her chest as they slowly increased in size. The pegasus could only watch with wide eyes as they continued to grow, easily surpassing a B-cup size, and shortly after a C-cup as well. Her bust continued to expand, pressing ever more against the restricting bra. The straps finally gave way with a snap, the garment falling to the floor before her. Cadence deemed that would be the perfect moment to cease her spell, Indigo’s new twin globes of flesh finally settling down and resting comfortably on her chest.

“C-Cadence…. I… I don’t know what to say,” Indigo Zap said slowly, her expression of shock slowly turning into one of pure glee as she starred with starry eyes at her new bust. Placing the back of her hands to her chest she arched her back forward, not phased in the slightest her breasts were now on full display.

“You’re quite welcome dear,” Cadence giggled. “And if you’re a good little pet, maybe I’ll even consider casting that spell again. In fact, that goes for all of you lovely ladies!” With that, Cadence withdrew, the thankful Jet Set retaking his place with the mare, who now looked more than happy to give her new chest a test run. “Just a quick heads up, Jet Set,” Cadence said quickly. “Her girls are going to feel extra sensitive from now on. I’d focus my efforts there if I were you…”

Cadence rose as Jet Set happily pinched away to her advice. Everything was going well so far. The set of four mares were now happily moaning away as they willingly let the stallion’s hands invade their most private of places.

“Mmmm, perfect,” Cadence thought to herself. It was clear the each pony was conforming to their roles. The stallion’s once playfully fondling was growing more and more aggressive. Roughly pinching and pulling at the girl’s tits, while thrusting their digits into their eager dripping entrances to the mares moaning delight.

“Now I know I’m just a lowly slave myself, but perhaps the men should consider moving onto the next stages of claiming their new pets?” Each of the four stallions realized what she meant, quickly ceasing their foreplay and jumping to their feet as they began shedding their own clothing.

“My my, you’ve been such a good girl, Sunny,” Cadence said, approaching her own subject who still sat in her cot, noticing her fingers were still busy at work between her spread legs. “That willing to do whatever it takes to rescue your friends, even if it’s embarrassing?”

“Yes mistress Cadence,” Sunny Flare replied with a smile amidst her many moans.

“And you even picked up a proper tongue! Aren’t you just full of surprises? I think you are well overdue for your reward, Sunny…”

With another bright glow from her horn Cadence unleashed a second changeling spell she had picked up from her time at the hive. The glow pooled around the alicorn’s legs, only for a thick stallion member to emerge, firmly attached to her body with its own pair of pulsating balls hanging below.

Sunny Flare’s jaw hung open in shock at the princess’s change, her fingers momentarily ceasing their work on her snatch. That reaction never got old.

“Heh, do you like it dear?” Cadence asked the unicorn with a sultry gaze. “This little guy of mine helped me train dozens of mares like you into submission, even received the honor of impregnating a few of them with my foal…”

Cadence playfully waggled her slowly expanding cock in Sunny Flare’s face, making sure the mare received a fair share of her musk as her cock grew to a full erection. The princess’s patented grin growing ever wider as the unicorn’s eyes intently followed her cock’s motion. A tiny bit of drool was escaping from her gapping mouth.

“I’m not going to tell you to do anything dear,” Cadence said warmly. “I’m leaving it up to you on what you want to do with my little friend here…”

Sunny Flare didn’t even return the princess’s gaze, instead she slowly rose from position, taking her place below the standing princess, her eyes never leaving the throbbing member before her. The unicorn lowered her jaw, slowly taking the enlarged head into her willing mouth.

“Ohhhh, fuck,” Cadence gasped as she felt her cock enveloped by the moist passage. Sunny’s tongue had already began happily lapping away at the underside of her cock as she shallowed it’s length deeper inside her mouth, finally stopping slightly past the half way point.

“Mmmmm, good little slut,” Cadenced beamed, patting the unicorn on the head. “Take your master’s cock into your mouth and worship your new number one source of pleasure.”

Something about those words triggered the unicorn from within. The sensation she was experiencing, they all felt so amazing! Knowing she was on her knees, cock lodged deep into the depths of her mouth, her new master patting her head lovingly in approval, it all just felt…right. She wanted more. She wanted, no, needed to please her owner with every ounce of strength in her being. To make them all unload their pent-up loads inside her orifices simply for their enjoyment and appreciation.

With both her hands, Sunny Flare gripped the back of Cadence’s thighs, attempting to force the remainder of her length down her throat, whatever the cost. A slight bulge appeared in her throat as it traveled deeper down, the flaring pulsing head easily identifiable.

“Ahhhh, deep throating already!” Cadence announced loudly enough for all to hear. “It seems like somepony had discovered they can experience great satisfaction caring for their master’s pleasure over their own… I’d say you other girls have the bar set rather high.”

Around her, the others mares were occupied diligently lubricating the cocks that would soon be inside them, fucking their brains out. Indigo Zap sat on her knees, Jet Set tightly gripping her head as she bobbed her head along his length at a feverish pace. Sour Sweet and Sugarcoat were currently busy on the floor, entangled in the 69 position with their respective stallions. The moans resulting from the men’s fierce tongue lashing sending pleasurable vibrations through the cocks in their mouth.

Sunny Flare had already started working harder as well, rapidly withdrawing Cadence’s throbbing member from the moist depths of her throat, only to swallow it back down again. She fought hard to suppress any urge to gag, hoping only that her master would derive some sort of added pleasure from her dedicated efforts.

Cadence wasn’t made of stone, she was fast approaching her peak due to the mare’s skilled mouth, and from the energy in the room she could tell the stallions were on the verge of blowing their loads as well. Quickly, Cadence struggled to address the mares.

“S-swallow it all down girls! Your master’s cum should only rest in their balls or inside their mares!”

As if on cue from her words, the stallions all grunted as they violently gripped the heads of their respective mares, pulling them in so that their members were completely enveloped their pet’s mouths. The eyes of every girl present shot open wide as the stallion’s climax crashed down, their cocks erupting torrents of hot sticky cum straight down their eager mouths.

The girls quickly recovered, each steeled their nerves as they worked their throats to swallow as much of the stallion’s gift they were presented with. Cadence, who was lodged so far down Sunny Flare’s mouth gave a loud moan of pure ecstasy as her magical member emptied everything it had down directly into the unicorn’s bowels. Squirt after squirt came spilling out of stallion’s pent up balls, which was promptly gulped down to join the rest in their mare’s stomachs.

At last, the commotion in the tent had died down somewhat. A few of the stallions were still left holding the girls heads to their still twitching members, eager to milk every last drop they had to offer. Finally, each of they released the mares and withdrew themselves, panting and exhausted.

“W-wow….” Neon Lights spoke slowly. “I don’t think I’ve ever came so hard in my life!” His legs still wobbling, he collapsed onto the bed, the other’s following in term.

The mares on the other hand seemed more than eager for some more action. Lemon Zest and Sugar Coat were licking their lips, savoring the full flavor of their master’s essence. Sour Sweet seemed to be holding a devilish grin knowing that her naughty mouth had such a massive effect on a stallion.

“Well done girls… you’ve completed the first lesson with higher marks than I could have hoped. However, don’t think we are quite done yet. Not by a long shot I’m afraid,” Cadence spoke slightly exhausted herself but pleased that the five mares were giggling in impish glee from her words, no longer holding any trepidation to what she had in store for them.

“Let’s give the guys a moment to recover, shall we? I think we can all agree they’ve earned a bit of a break. Plussss we have a little order of business to attend to first, just to make everything official,” Cadence said. With that, her horn glowed with magic as a set of four stolen changeling sex slave collars levitated into the tent. As Cadence threw one into the hands of each stallion present in the room, she couldn’t help but bite her lip in regret knowing that Sunny Flare had already experienced the joy of being collared.

“Well you all knew you would have to put these babies on sooner or later, girls,” Cadence said, as the four stallions rose back to their tired feet, standing above their mares. “Only difference now is that it’ll mean something more than a just mere disguise…” The mares nodded, allowing the men access to their necks.

Like music to Cadence’s ears, the familiar sound of four collars being permanently attached around the necks of a group of willing mares was more than enough to bring her cock back up to full mast.

“Fuck yeah!” Lemon Zest said happily, feeling the smooth material of the collar as it bent and molded itself to form an extra comfortable fit around her neck. Sunny Flare couldn’t help but feel like she was missing out a tad.

“How does yours feel Indigo?” Sour Sweet curiously asked her friend.

“It feels kinda odd,” Indigo Zap remarked. “Not the collar though, it feels great. I don’t think I would ever want to take it off. It’s just… weird how erotic this all feels…”

“Yes, I remember that sensation when I first experienced our changeling friends,” Cadence chimed in.

“You…you have?” Sugarcoat asked.

“Indeed, you see it is simply our true nature. As the princess of The Crystal Empire and an alicorn at that, I’ve spent so much of my time being the mare in charge that I almost forgot what it would be like to feel weak and helpless. Powerless to another pony’s desires. But… on that fateful day when those changeling spies drugged and bound my guards along with my husband, I felt those same emotions rush back in full force as they tore away my clothes and proceeded to have their way with me. I wanted to believe that I played the victim we all feel like we should be in that situation, but in truth… I loved every second of it. I ignored the voice in my head that said I should abhor these degrading acts as they violated my holes, and in turn, I found it to be one of the most pleasurable experiences in my life, far beyond the tame acts my husband was willing to try with me. Heh, although don’t think that means I made it easy on them. They had to plow my holes the entire night to earn the right of keeping me and my female attendants.”

The five school mares could help but exchange glances. They all equally felt a tad frightened by Cadence’s tale, but even more so was their feelings of arousal, almost as if their bodies wanted to confirm everything the princess was saying.

“But enough about my past, back to the training at hand!” Cadence continued, changing the subject. “In a few moments our colt friends and I are going to plow those tight little cunts of yours into oblivion. Which will hopefully end in a delectable cream pie, and five soon to be mothers. If you all have truly accepted your place as their slaves when you accepted those collars, you will have neither the right, nor the will to stop them.”

The mares turned around. Sure enough, there were five bobbing cocks in the tent, each with one with their names on it. Fancy Pants was licking his lips with pure lust as he gazed at the sight of his new collared earth pony slave, which had easily returned his shaft to a full mast. Having his cock blown by a beautiful mare was one thing, but knowing that he owned her as his property and could do anything with her body was almost more than he could bear.

Gripping Sugarcoat around the collar, Fancy Pants quickly guided the crawling mare to a nearby cot. As if instinctively, the mare placed her arms onto the bed, pushing herself and her cute little rump into the air, giving it a slight wiggle to her master who stood behind.

“Frisky as ever, aren’t we my girl?” Fancy Pant said with a cocky grin to which Sugarcoat responded with a flirtatious giggle. “I must say, I do love this new side of you that you have decided to show, dear. I simply can’t say no to a mare who asks so nicely…” With that, Fancy Pants wasted no time thrusting his still lubricated cock into the mare’s quivering pink passage. Sugarcoat released a high pitched scream as her insides were invaded thick fuck rod, anything close to a conscious thought was soon erased from her pleasure-overloaded mind.

Lemon Zest was trembling as she lay on the ground, her flexible legs pulled back so that her knees were almost pressed against her chest, allowing her owner full access to her most sacred of places. Neon Lights was there, gently inserting the last few inches of his throbbing member into his new prize. Lemon Zest trembled, she could feel every bump, vein, and ridge as it pressed against her sensitive walls. Neon held himself there for the time being, savoring the moment and allowing the mare to adjust to his length.

“Holy fuck….” Neon Lights groaned. “I knew you were going to be tight but damn! How often do you masturbate Lemon Zest?”

“Twice a day, sometimes three…” The mare answered unashamed. “Usually thinking about you…” she added with a coy wink.

Neon Lights couldn’t help but snicker at her response. “Well, I think it’s safe to safe you won’t be relying on your fingers ever again!” With that, the stallion abruptly withdrew and slammed his member back home into her snug entrance. The mare released her own series of cute moans as Neon began thrusting away in earnest, dead set on claiming her womb for their offspring. The undeniable sound of flesh colliding with flesh could be heard across the room.

“Doggy style suites you pretty well… wouldn’t you agree, slut?” Jet Set said with a sly grin to Indigo Zap. The pegasus didn’t respond, to focused on retaining a functioning mind amidst the endless stream of pleasurable sensations steming from the stallion’s hard thrusts. Leaning over, Jet Set grabbed the wildly swinging tits of the mare, roughly pinching her new extra sensitive nipples.

“N-no fair!” The pegasus gasped, her nether walls clamping down tightly on the merciless stallion’s cock in response to the rough treatment, only encouraging further abuse on her newly enlarged bosom.

“Ohhhhh fuck, that’s the stuff…” Jet Set groaned happily as he continued assaulting the insides of his newest piece of property. “I knew you would be a tight fit Indigo.”

“Ahhhhhhh!!” Sunny Flare moaned, tightly gripping the pillow she held to her chest as Cadence pounded her girthy meat stick into her slick passage relentlessly.

“I figured you would make a nice obedient slut the moment I saw you, pet,” Cadence snorted down to mare beneath her. “Mmmm, all of you high and mighty students, converted into nothing more than our cock-sleeves with such little persuasion. Even now I can feel your walls clamping onto my cock, trying to coax me even deeper inside.”

“Ahhhh! Yes Mistress! It’s true!” Sunny Flare managed to yell between moans. “We’re nothing more than your cum-hungry slaves. Ahhhh!! Please fuck us!!! Ravage and impregnate us!!”

Cadence didn’t need the unicorn’s permission. Giving a few hard thrusts before gritting her teeth and holding Sunny Flare’s hips close, her spasming walls drawing out her release. After what seemed like an eternity, rope after rope of stick white fertile cum fired directly into the unicorn, quickly filling her womb beyond capacity. The unicorn’s already pleasure-addled mind quickly triggering another toe curling climax. Her slick folds involuntary doing everything they could to milk every last drop of spunk from the assaulting member.

“Gooooood girl,” Cadence groaned, focusing on empting everything she had into the quivering mare’s velvety walls. “Take my precious gift and get pregnant!”

As a solid minute of pumping the mare full of her nectar, the alicorn’s member released the last of its precious load. Sunny’s limbs collapsed, spent and exhausted.

Feeling her member starting to deflate, Cadence slipped herself out of her newest pet, taking a long moment to savor the sight of the panting mare laying back, a thick river of white flowing out between her legs and pooling beneath her thighs.

Looking around, it was obvious that the remainder of the stallions were finishing up breaking in their mares. Some men, holding perfectly still as their members blasted their largest load yet into the sex-crazed girls. The pleasurable screams were deafening, practically howls, as each mare felt their unprotected wombs filled with their owner’s wonderful cum.

It was a beautiful sight to behold, the stallions had played their part beyond what Cadence could have hoped for. As a reward, they had each obtained a domesticated mare to use as they wished. Any suspicions of the mare’s simply acting had been eradicated. Sugarcoat, for example, quickly rose to her knees after her master pulled out. Hastily engulfing Fancy Pant’s cock into her mouth without having been asked, licking it clean of their combined juices before withdrawing and greedily licking her lips. No… they weren’t acting, they had truly accepted their new station in life.

Cadence was in no rush to resume speaking, seeing as the sight of freshly creampied mares was one of her truest luxuries in life, but there was business to still attend to before anyone passed out. She had briefly considered magically sealing the men’s cum into the mare’s cunts to help insure a successful impregnation, but there was no need. There would be plenty of opportunities later if everything went according to her plans, and by the looks of things, there was no reason for it not to. Pulling a cot to the center of the tent, Cadence levitated Sunny Flare’s limp body into her lap as the alicorn took a seat.

“Well… I don’t know about you,” Cadence begin speaking, drawing everyone’s attention. “But I feel that both the stallions and mares have done a splendid job today. That wasn’t so bad, was it?” Cadence asked patting the head of her unicorn. The girls looked at each other and giggled, shaking their heads. Who knew saving your friends from the changelings would be so much fun!

“Good… now, perhaps it’s about time we got some rest together. Enough of these silly segregated sleeping quarters.” Cadence smiled as she spoke. “Boys… I think it would be best if we all joined our newest additions in the same bunks, wouldn’t you?” The stallions all returned her grins and nodded. “And girls… heh, well I guess you don’t really have much of a say anymore, do you?” The mares gave a silly laugh at the alicorn’s words, another good sign for Cadence.

As each of the couples began to retreat to their shared bunks, Cadence tucking in Sunny Flare before making a final statement. “Make sure you all get plenty of rest, girls! You are going to need it to continue your training into something that can fool a changeling…”

Those words couldn’t help but collectively puzzle the mares. “You mean we aren't ready yet? But… how more into this stuff can we get...?”