---------------------- Prologue: Chrysalis ----------------------

Lily strode into the clearing, her queen standing with her back turned, arms crossed as if waiting on her. "Come forward." Chrysalis barked immediately. Lily quickened her step, her brow furrowing in confusion. She knelt to a knee as Chrysalis turned around, looking down at her.

"Liliana, my most faithful, and admittedly, skilled lieutenant. I have an assignment for you."

You had better... I was about to get laid. Lily thought to herself, glad her head was bowed so Chrysalis couldn't see the scowl painted on her lips. The recent defeat in Canterlot had left the entire Changeling force decimated and scattered. Lily was fortunate enough to be close to Chrysalis and had been among the first to return to her queen. Battered and bruised, they had taken a few weeks to gather as much as they could and re-establish a base, a fair distance outside Equestria proper, on the other side of the Everfree Forest from Ponyville. Lily had proven key to Chrysalis' plan, getting the insider info from Guards that Chrysalis needed to take Cadence's place. She was even lucky to have gotten an upskirt of the young princess. One of the benefits of disquising yourself as a personal bodyguard, she supposed.

"Did you hear me?" Chrysalis repeated. Lily cursed herself for not paying attention.

"Apologies, my queen. I was... Distracted." She countered, flushing from embarassment and frustration. She didn't get where she was today without being at least professional. Chrysalis heaved a sigh and glared at the back of Lily's head down her long nose. Despite being ravashing in her natural form, Chrysalis was an uptight bitch in need of a good lay and a firm smack to knock her down off her high horse... The queen repeated herself, obviously growing short of temper, not understanding the compromising position she had called her favorite lieutenant out of.

"I said I have a plan for getting Cadence, Celestia, Canterlot, and indeed, all of Equestria, back in my control." Okay, NOW she had Lily's attention. Originally, she had though the queen was calling her out for some drivel. Now, she was excited. Lily's scowl turned to a grin, and she stood back up to smile at Chrysalis.

"My apologies for not listening earlier. Please, enlighten me, my queen." A full head taller than Lily, Chrysalis was an intimidating, if alluring, figure. Slender, sleek body, modest bust, long arms and fingers, she was a vision of beauty. Her long, cyan hair cascaded down her back, hanging past her rear and almost to the back of her knees. Lily, by comparison, was somewhat short, curvy, with a slightly larger chest, though her wide hips added the counter to her boastful cup size. Her own hair was modest, hanging halfway down her back, with a slight wave to it. Chrysalis extended her long hand, cupping Lily's cheek.

"Who says there's only one kind of love we changelings can feed off of?" The wicked smile on Chrysalis' face sent chills up Lily's spine... The sort of chills one got before something life-changing happened. Chrysalis turned away, her head turning up into the sky as her wings unfurled, fluttering quickly before stilling, framing her ravashing body. The loose dress swished around her knees as the wind picked up, tossing her hair off of her bare shoulders. "Lily, I want you to travel to Ponyville. Find the six that interfered. Explore what you can do with different types of love. Study infatuation, lust, desire. I want to know if there is any way we can capture the essence... The soul of those six, and harness that combined power to use the Elements of Harmony ourselves. I believe that with my powers, along with the Elements, we can overcome Cadence's love." The queen whirled around once again, casting an arm to the side, as if issuing a final demand.

"GO! Take the six, bring me their very essence, and all of Equestria's love will be ours yet!" Lily snapped to attention and saluted crisply before leaving. She waited until she was in the shadows of the trees before cracking a massive grin.

Oh this was going to be fun.

---------------------- Chapter 1: Fluttershy ----------------------

The trek to Ponyville was, indeed, very long. Lily managed to make it halfway through the Everfree forest before needing a break. Fatigued and tired, she fashioned a makeshift camp for herself at the edge of a pond and set about to recuperating. Her mind had been preoccupied with thoughts of all the fun she was going to have in the week since Chrysalis had issued the order, that she hadn't actually THOUGHT about how she was going to accomplish the task... There was, obviously, a lot of studying to be done. Surveillance... Seduction. The very thought got her excited, and she had to take a quick bath in the pond to wash off not only the sweat from the journey, but her own liquid as well. Tempting as it was to use her fingers to enjoy the chill water and the hot sun, Lily had much to do before she could rest and recuperate. Besides... The Everfree Forest was a dangerous place, even for someone as talented as Lily. She managed a makeshift shelter that would keep any rain off of her and repel most animals and small beasts, but wouldn't do if she was going to stay for more than a week. Fatigued as she was from the long, arduous journey into the Everfree Forest, Lily needed some good food and a lot of really good sleep if she was going to arrive at Ponyville strong.

High noon broke on Lily as she gathered fruits and berries, scrounging enough for the rest of the day and the next morning, noting each spot so she could revisit it after she slept, gather even more. After her lunch and dinner were stored up, she gathered a modest amount of firewood and started a small blaze just outside her shelter, using flint and tinder from the small pack she had brought with her. A ring of large stones from the edge of the pond gave her an ideal place to put her pan, the heaviest thing she had brought with her. With it, she roasted nuts and sat back, enjoying the sight of the midday sun glinting off the surface of the pond. Lily allowed herself to space, relax, and let the tension in her muscles melt away. She leaned against her pack, kicking her ankle up onto her knee and braiding her fingers behind her head.

Lily packed light, preferring to travel fast and live off the land. She had brought a bedroll, one extra dress to change into, the pan, some basic supplies like flint and tinder, salt, a small sewing kit for repairs to her dress or sandals, and a very important gift from Chrysalis. The small, hand-held mirror was magical, and functioned as a two-way communicator. She merely had to charge the mirror with a small bit of her magic, and Chrysalis would answer immediately. Very rare, very complex magic went into making the artifact. She couldn't stand to lose it. She pulled the mirror out, gingerly turning it over in her fingers. The oval glass was framed with a bright, brushed silver, and engraved with magical runes that glowed faint green. Her long fingernail tapped the side before she tucked it away again, pulling the pan off the fire as the nuts began to crack open. She enjoyed the small treat and the relaxation by the pond, her eyes growing heavier and heavier. Shaking her head, she admonished herself for falling asleep now. She had to formulate a plan, and figure out how she was going to get to each of the six...

All of her studying slowly panned through her head, and Lily evaluated each detail in depth. Rainbow Dash, the speedy and cunning Avian. She had won the Best Young Flyer award for performing a Sonic Rainboom, something nearly unheard of in all of Equestria. Strong, agile, and maybe a little proud, Rainbow Dash was going to be a formiddable challenge. Lily tried changing herself into several different forms, trying everything from a muscular male mage to a sleek, fit woman. Nothing seemed to fit, so she saved Rainbow Dash for later.

Pinkie Pie, a bouncy, happy little bundle of girlish delight, would probably jump on just about anything with even the slightest hint of a rod she could stick in herself. Almost too easy. But she was loud, and would probably blab about the whole ordeal to her friends before Lily could think about changing targets. She'd prefer to save that one for last, but Chrysalis had warned her against not saving Twilight as her last victim. Pinkie, she'd figure out later. Always time to come back to the ones that were eager.

Rarity... Stuck up little bitch, from what Lily could gather. Too head-in-the-clouds to focus on simple things like love or sex. The mage was probably too busy fashioning dresses for the upper-crust citizens of Ponyville and surrounding areas to even worry about socializing... Then again, if that were the truth, how would she have been involved with the other five at all? No, there had to be some hidden hook behind the curvy, vivacious woman of a magi she was... Lily decided to come back to her later...

Applejack. Now there was a woman that got Lily going... Just the thought of those massive tits, muscular thighs, slender waist... Lily actually had to wipe up the saliva from her mouth. Applejack was probably straight as an arrow, and needed more than your average stud to ride such a thoroughbred woman. Lily tried a massive, muscular, hunk of a man, and found she could double her size with ease when she changed. The Apple Family were farmers, using some unorthodox method to retrieve apples from their massive orchard outside Ponyville. Experimentally, Lily used her hulking form to punch a nearby tree, and succeeded in rattling some of the branches. The punch left her hand stinging, however, so she decided to revisit Applejack's counter later...

Twilight Sparkle... Braniac, shut-in, and all-round bossy bitch. Though her powers were well-known, and Lily had seen some of them first hand, she was still skeptic of this recluse... This shut-in... She was going to have to do a little more research, but she was pretty sure Twilight would fall for a fellow bookworm. Lily was pretty knowlegable, having plenty of time to peruse the Royal Canterlot Library in her endeavours. She felt like she could connect with the slender, purple-haired geek, but as per Chrysalis, she would save Twilight for last... More than enough time to make sure she got it one hundred percent right.

There was one pony she was missing, though... Who the hell was it? The previous five burned in her mind, leaving a shadow of a sixth she just plain couldn't place... Her brow furrowed down as she thought of who she was missing... A picture of large, green eyes and long pink hair flashed into her mind... Who the hell...

"E-excuse me." Damnit, she could almost hear that voice in her mind. She just couldn't... Put a name with a face...

"Uum... Sir?" Ooh, it was haunting her, how close it was, but how she just. Could. Not. Remember.

"Y-your fire is... Uum... Hello?" She jumped and whirled around, coming face-to-face with the green-eyed, pink-haired phantom of a memory she couldn't place. Fluttershy. Staring right up... Up? A quick glance down reminded Lily she was still changed into a large man designed to seduce Applejack. She cleared her throat and changed her voice, dropping it down a few octaves, but speaking as kindly as she could manage.

"Sorry, little one." He managed. "I was daydreaming. What can I help you with?"

"I... I, uh noticed the smoke from my house, and I came to see what was wrong, but... Your fire is getting a little out-of-hand." She raised a meek finger back towards Lily's camp, and the snaking tendrils of flame that had spread, unchecked, towards her shelter.

"Fuck!" Lily kicked her... Him? Kicked herself for not checking her fire, and for letting one of her supposed targets sneak up on her like that. Her big feet pounded over the forest floor and into the shallows of the pond as she started heaving water back towards the shelter. Fluttershy seemed to back away, rubbing her arm with her opposite hand, watching Lily struggle to put the fire out. When the flames had backed off the shelter and subsided to smoking embers, she rushed forward and stamped the rest of them out, cursing all the while. Snatching her pack from inside the shelter, she quickly fished out the mirror, breathing a sigh of relief when she found it undamaged and unmarred by water. Damnit, that had been far too close. Turning a thankful gaze to Fluttershy, she offered a soft smile. "Thank you, miss." She almost called her by name. Come on now, you're working, girl! She kicked herself yet again. Head in the game. You can do this. "I'm sorry, I don't know your name?" Her voice matched the body style perfectly. Still got it. Not so rusty after all. She fought the urge to grin at her own success and instead managed an inquisitve look, offering a frying pan-sized hand to Fluttershy. The avian took it meekly, turning her head away shyly as her bangs covered her left eye.

"I-i'm... Fluttershy." She muttered quietly, so quiet, in fact, Lily had to fight the urge to scream at the girl to speak up.

"Sorry? Could you repeat that?" Lily asked again.

"F-fluttershy..." Satisfactory. Lily could always play like she had good hearing. Which she really did...

"Fluttershy? Beautiful name. What brings you to this, heh, neck of the woods?" Unassuming little avian gone, Fluttershy perked up, her lips turning down in a frown as she stood a little more firmly. Woah, this little girl could strike an image when she had to.

"Y-you shouldn't be starting fires! There are animals out here with homes you could have hurt!" Lily actually backed up a step.

"L-listen, I..."

"And even if you absolutely had to start a fire, you should keep a closer watch!" Fluttershy stepped forward, Lily stepped back, raising her hands defensively.

"I'm s-"

"You could have burned down the whole forest!" Huffing, Fluttershy finally stopped. Holy hell... For such a vague person, she could be awfully assertive when she tried.

"Maybe you could help me." Lily managed to say at last. "First off... Uum, where the hell am I?" Fluttershy seemed to snap out of it, her body perking up, making her rather prodigous chest jump a little. It was then Lily noticed what she was wearing. A loose blouse that fluttered around her arms and waist, but stretched tight across her chest. Probably only because she had a MASSIVE bust... The tan capris stopped mid-calf, exposing just enough of a tan to intrigue Lily. Her feet were covered in sandals that snaked and wrapped around her ankles, and her shoulders were burdened by a small pack not unlike Lily's.

"Ooh! A-are you... Lost?" She asked, the fire gone from her voice as she stepped forward meekly, sounding legitimately concerned. Lily nodded and feigned an embarassed blush.

"Yeah, I'm lost... I was headed here from... Well, I guess you could say Las Pegasus, but I'm not really... Eer, FROM anywhere... I guess you could say I'm a traveller..." Fluttershy smiled gently and gestured with an open palm.

"Y-you can follow me back to town, if you'd like. And if you're looking for a place to spend the night, I've got a spare room..." She blushed slightly. So. Damn. Cute. And obviously more generous than your average person. Lily fought the urge to drag her down and take her right then and there. In her male form, her desire began to rise uncomfortably against the front of the pants that had changed with her. A quick shift and it was gone, her body still massive and manly, just lacking the man part.

"I gotta get movin' on... Y'know? I like sleeping out under the stars, the not-so-beaten path under my feet... I could use some supplies, though. And I got a friend in the area looking for some permanent lodging, I'm headed to her place now. If you could point me to some places for rent, I'd pass the word on to her." Fluttershy seemed sort of downtrodden that he was moving on, but perked up at the mention of a friend.

"Of course. Come on, I'll show you in to town..."

----------------------------------------------

"Holy shit, that was close..." Lily breathed as she leaned on the inside of the door to her newly-rented apartment. Just outside the main thoroughfare of Ponyville, the tiny studio was more or less given to her by a somewhat elderly old gal, who smiled knowingly at a pretty young face and told her she'd owe the first month's rent after she found a job... It wasn't so hard finding a place as evading Fluttershy. That girl could be awfully persistent when she wanted to be... Lily had managed to escape yesterday, hoof it out into the fields, grab a few hours of sleep, stow her pack, and change before returning to Ponyville, asking a few questions before finding the kind old landlady. The apartment was furnished, if sparesly. The bed still had a set of sheets and a thin blanket, thank goodness, but aside from that, there was a table with a single chair and some towels in the small bathroom. Enough to live off of. Lily had retrieved her pack before returning to town, and when the graying landlady asked her name, Lily gave it to her truthfully.

"Liliana, but my friends call me Lily." She said, surprised as the old lady wrapped her in a big, warm hug.

"Bless your soul, young 'un. That kind young lady Fluttershy told me how you was a friend o' the big one... Liam, was it?" She had given the name Liam to Fluttershy when she asked, hoping it fit. Lily nodded in the affirmative. "Yeah, Liam. The big galoot. Doing this hiking across Equestria thing agian." She laughed nervously and backed away. The old woman smiled and patted Lily on the arm.

"Well, tell you what, I could use a strong back and sure hands around this place. If you don't mind hard work to cover your rent, I can probably get you a job while you're in town." Lily could hardly believe it.

"Y-yeah! I owe you a lot! I'll work really hard, I promise." Her heart fluttered at her good fortune. Her first day in town and she already had a job? Things were going much better than she had originally hoped.

"Don't worry about it for now. Take a day or two, rest up, and take a walk around town. Trust me, there'll be plenty to do when you get back." The old landlady gave a sly wink before slipping away, leaving Lily to enter her room. Heart beating fast as a hummingbird's wings could fly, Lily locked the door behind her and slowly sank to the floor. First order of business: Sleep. She managed to crawl up on the bed and pull her dress off before slipping away, a sly smile on her lips as she drifted.

The next day dawned early, the dull light waking Lily enough. With a low groan, she dragged herself out of bed and showered, padding around the apartment naked to air-dry as she thought. Fluttershy had to be first... She was secluded enough from the rest of Ponyville society that no one would really suspect it if she got laid or not, and she already had a bond with Liam. Just thinking about that little chest-bounce got Lily thinking again, and she smiled softly, her hand falling to a smooth, shaved pubus... Yeah, it'd been far too long... Lily resigned herself to another shower, turning the water up high and assaulting her own womanhood with skilled, slender fingers. From her g-spot inside to her clit, Lily's digits played, prodded, and twitched, bringing her to a sweet, much overdue climax. She rose up on her toes, breathing hard as she came to the thought of Fluttershy's breasts in her mouth. Feeling more rested and relaxed than she had in weeks, Lily's head cleared right up. She began formulating a plan, one that had to work out perfectly. She had time. Chrysalis had told her failure was not an option, and the queen may have been uptight and bitchy, but she was patient. And intelligent.

Lily started to work the next day, resting up and eating a delicious meal courtesy of the house. In a week, she had paid off the apartment since it was dirt cheap. Two weeks after that, she had a few more furnishings and enough food to last her a month. After a month in Ponyville, Lily had earned a decent spot of money to get her through. Not to mention she had a veritable base of operations. She resupplied her pack and kept it ready to go in the closet, just in case she had to bail at any time. When her schedule normalized at last and she felt rested enough to continue, she decided it was about time Liam paid a visit to a certain cottage outside of town. Hoisting a duplicate pack onto her back, Lily waved at the Landlord, a lady by the name of Maggie, as she walked down the street on her usual weekly hiking trip. Taking a detour through a dark alley, Lily shifted into Liam, the hulking mass of a man twice Lily's size and three times as kind. She smiled and waved her big arms at everyone she met, smiling kindly despite the dark intentions she harbored.

It took her a good portion of the day to make it to Fluttershy's, and she arrived mid-afternoon, close to an early dinnertime. The small cottage was just across a gentle brook and surrounded by what appeared to be a multitude of animal pens and gardens... This woman obviously had an affinity for nature. He knocked on the front door, and was taken aback when Fluttershy almost immediately answered, dressed in a spaghetti-strap top and tight-fitting shorts that showed off her curvy thighs. She had to change her nethers almost immediately to avoid an awkward erection. There was an awkward pause before Fluttershy hurled herself into his arms, giving a stifled cry of "Liam!" Shocked, Lily wrapped her big arms around Fluttershy, nearly swallowing the poor little girl in her arms.

"Hey there, Fluttershy!" She managed at last, smiling as the happy avian squeezed Lily as best she could with her short arms. She beamed up at the changeling, tears of happiness streaming down her face.

"I thought you'd be gone forever!" She hiccuped, and Lily was compelled to wipe a tear away.

"Hey, hey, easy now. Come on, let's go inside." He pulled her in the door to the warm cottage, setting the hysterical woman at the table. She sat opposite, her large frame barely fitting in the chair. Lily looked around, noting the pots and pans hanging from the cieling, a warm fire crackling happily in the hearth. A quick glance betrayed an animal or two scurrying about, probably a squirrel or a bunny. This chick REALLY dug nature. She serruptitiously added a little dirt under her fingernails and changed her odor to something slightly more... Earthy. Flutterhsy sniffled and smiled at last.

"I thought you... You left. Travelling." She pouted.

"I toldya, I'm a traveller. Couldn't come back through this neck o' the woods without seeing your face again." She giggled softly and blushed, waving a hand dismissively.

"Can I offer you tea? Or are you passing through?" The second question came with a very serious expression, and Lily fought the urge to wrap her in her arms again.

"I'm not here for long, but I thought I'd try this whole sleeping under a roof thing... See if it's all it's cracked up to be." Fluttershy laughed at that and went to prepare tea, setting a kettle on a lit burner. Apparently he had caught her at the right time. A faint trace of soap in the air told him she had just bathed, probably after a hard day's work. She let her eyes take in Fluttershy's back, from her folded wings hiding behind a long, flowing mane of pink hair to the curve of her rear in the tight shorts, jumping as she padded back and forth between the stove and several different cupboards.

"Tell me about your journeys." She said quietly, pouring water into the kettle along with a few leaves. Lily set off into a long, cock-and-bull story about how he hopped a train to Manehattan and hiked all the way back, passing under Cloudsdale and through Fillydelphia. The story took a long while, as Lily was a very talented liar. The sun was going down and dinner had somehow made it's way to the table, both of them eating a hearty salad with rich dressing. Fluttershy was quiet, but engaged, looking at her with both big eyes, and remarking how incredible one part or another was. When Lily finished, crickets were chirping outside the big windows and the sun was sinking well under the nearby hills. They both fell silent and watched the steady approach of night across the sky. Fluttershy excused herself, standing at the door. Lily watched intently as she brought her fingers to her mouth and let out a high, shrill whistle that was nearly painful at this distance. Lily watched in amazement as animals of all sorts began racing in out of the woods. Wolves and rabbits ran side-by-side, deers bounding fearlessly alongside leapords and even a lion. Lily knew there was an ecclectic mix of fauna in and around Equestria, but seeing all this was almost overwhelming. All the animals sorted themselves into their respective pens, though one straggler approached Fluttershy, limping on a hind leg.

"Poor thing!" Futtershy exclaimed, gingerly lifting the injured bunny. "Oh my goodness, how did this happen?" The little thing wiggled it's nose pathetically, and the heartless lieutenant of the changeling army felt her heart break at the affront to nature. Fluttershy set the poor little creature on the table that Lily hastily cleared, gingerly poking the leg. The animal was so trusting, it was mindblowing.

"Shit, I don't have a splint for this." The unassuming little girl's curse caught Lily by surprise. She sprang into action, moving with grace depsite her large frame.

"Be right back!" She called, bounding out into the woods. The Everfree Forest wrapped around her, and even in the low light, she found what she needed. A straight stick and a few dangling vines later, Lily returned to Fluttershy's home with all the materials she needed. With Fluttershy's smaller hands and deft fingers, they both tied a splint onto the rabbit, and Fluttershy fed it a mix of shredded herbs that helped knock it out. The little bunny lay on it's side, small chest rising and falling peacefully as it slumbered.

"Thank you, Liam." Fluttershy said, laying her hand over Lily's with a soft smile. "I don't know what I would have done. I don't normally treat animal injuries... They usually heal themselves..." She shrugged one shoulder, the thin strap of her top sliding down her arm just a bit. Lily swallowed hard, thankful she had hidden her manhood for now.

"Not a problem." Lily choked, offering a brave smile. "You learn to make what you need when you... Heh, travel like I do." Fluttershy smiled and stretched, her mouth opening in a yawn. Apparently she had been working hard all day, straight up until Lily had arrived. Her flat, toned stomach peeked out under the top, and Lily thought she could spot a tanline peeking over the hem of her shorts. Fluttershy fell back to her feet, folding her wings back against her shoulderblades and smiling sleepily.

"Come on, Liam. I'll show you the guest room." Fluttershy looped her arm through Lily's and guided her upstairs to a short hallway. "That's me, that's the bathroom." She said, pointing to the only other two doors in the hallway. "Snacks downstairs... I-i'm sorry, but I need to sleep." She smiled sweetly up at Lily, then the most interesting thing happened.

Fluttershy stood on her tiptoes and kissed Lily's cheek, her soft lips betraying more than a friendly peck. The burning impression left made Lily stand there, baffled, as Fluttershy slipped into her own room.

"Sunava bitch..." Lily muttered, shouldering her way into the guest room. It was neat, warm, and dark. Lily removed the shirt she had on and slipped under the cover in her shorts, silently reminding herself to restore her manhood before she slipped off to sleep.

Dreamless the entire night, Lily awoke to a slight pressure on her shoulder. It grew a little more persistent, and she became aware of a soft voice.

"Iam... Liam?" Lily rolled over to look up at Fluttershy, her soft form highlighted by the early dawn light breaking through the windows. Birds chirped outside the open panes, and Fluttershy smiled down at him. "Sleep well?" She asked, smiling softly. Lily's sleep-riddled eyes slowly focused to behold Fluttershy wearing naught but a skimpy t-shirt and panties. White, cotton, and undoubtedly soft. The morning hit her crotch like a hammer, her morphed manhood standing straight up and away. Thank god for the blanket.

"Yeah..." Lily grunted, feigning indifference at Fluttershy's long, bare legs.

"Scoot over."

"Wha?"

"I said scoot over." Fluttershy insisted, picking up the blankets and sliding in gently. Lily could do little else other than oblige, scooting back to make enough room on the small bed for Fluttershy to stretch out next to her. A slender, bare leg pressed inbetween her own, and Fluttershy's lips invaded her own space as she kissed Lily deeply.

"Hmm?!" Lily managed to moan as Fluttershy kissed her deep and passionate, her lips igniting a fire in Lily's throat.

"Liam, I... I wanted to thank you for last night." She muttered gently. "It's... Been a long, long time, but... I..." Her hand plunged inbetween them, impromptly wrapping around Lily's already-throbbing cock. "I want you... Please, Liam, take me right here." Such brash words from the unassuming Fluttershy! Lily could do little else than lay there, mouth open, her tip oozing percum eagerly. Rather than speak, Lily returned the kiss to Fluttershy, opening her mouth so their tongues could wrestle eagerly.

The rest all happened in a wonderful haze. Lily felt Fluttershy's hands push her shorts and boxers down, and for some odd reason, their lips parted away, Fluttershy's leaving hers cold and bare. But not for long. Lily felt those full, round lips of the female avian's slide down her neck, elicting a shiver the likes of wich caused her entire body to flex. She felt more slimy percum ooze out of the slit at the tip of her throbbing member, and Fluttershy's hand spread the liquid all over the shaft smoothly. Where, pray tell, did this little wonder learn to handle a dick like that? Her mind was too full to focus on one single thing, and Lily felt her attention wander between Fluttershy's hand and her mouth like a ball caught in a volley between two skilled tennis players. The blows came shorter and quicker as those lips travelled down, down, down... Then it stopped. Lily managed a peek, but her vision was obscured by the blanket Fluttershy was under. She was doing something, if the elbows pushing against the covers were any indication.

Then it hit. A hot, slimy tongue laid flat against the base of Lily's shaft, dragging ever so slowly all the way up. She felt saliva cool in the morning air, causing her stomach to twitch and her hands raise to the headboard, for fear of grabbing Fluttershy's hair. The tongue gave way to something far more intense, and as well endowed as Lily had made herself, Fluttershy's hungry mouth was bigger still. Her open lips wrapped around Lily's cock, slowly pushing the thick shaft into her throat, burying it deep within her. She slid back out, coughing only slightly before returning once more, enveloping Lily in a wonderful, slick embrace. Fluttershy held that cock in her throat, moaning to send vibrations down the pulsating shaft. Lily bucked her hips, pushing her head deeper into Fluttershy's mouth. She felt the girl retch and pull out, coughing a little as the blankets exposed the whole scene. Lily's dick was coated in shining saliva, several thick strands stretching between the flexing head and Fluttershy's mouth as she panted, smiling down at Lily.

"Let me return the favor." Lily groaned, her hands leaving the headboard to pull at Fluttershy's panties. The fabric slid down her full legs easily, and Fluttershy blushed only slightly as Lily's large hand slid up her thigh, probing the hot, wet gash just waiting there. She twitched, her expression scrunching into what was possibly the cutest damn thing Lily had ever seen. With a devious grin, she began searching for her clit, finding it when Fluttershy's mouth opened in a silent gasp.

"There it is..." She muttered, her man voice rumbling pleasantly low. A large finger rubbed the spot back and forth, her lips cracking into an evil grin. Fluttershy gasped and twitched on her knees, slowly spreading her legs at Lily's insistence.

"Aahn!" She groaned, hand sliding up to grasp her large, bouncing breast. "Hmmmnn... Nyaaaaa!" Lily's finger pulled away, shining with Fluttershy's juices. She licked it clean, demonstrating powerful tongue work against the large digit. Fluttershy just panted with a large blush, her hands slowly stripping the thin t-shirt off. Her perky breasts were large, round, the minute nipples puckered with gooseflesh and apparently rock-hard. The blush deepend even more as her long leg swung out, straddling Lily's waist.

"What..."

"Shh..." The pink-haired avian laid a long finger over Lily's lips. "Just... Let me? You're so big, if you do it on your own, you might hurt me..." Her free hand fell to Lily's cock, stroking it a few times, spreading more of the saliva over it. Lily groaned and laid back, her eyes caught between rolling back in her head and staying fixated on the goddess perched above her. She settled for watching Fluttershy's face, the cute expression as her brow drew down, her hand guiding the thick head upwards into her waiting slit... Lily felt the wet lips peel apart, product of a second hand. She risked a glance down, and saw Fluttershy's tight, pink petals spread as far as they could probably go, and it still wasn't going to be enough. The thin strip of pink hair... natural pink? Neat. Was matted with wetness. Goodness, she was like a fountain down there! Still, she moved ever so slowly, pressing Lily's head against her wet center gently. With a smooth motion, Fluttershy dropped her hips, just barely fitting Lily's head in. By some miracle of grace, Fluttershy slid another inch in, her lips finally opening in an apprehensive cry of pleasure.

"Oo... Oooohh!?" She gasped, arching her back slightly. Lily grasped her hips, keeping her from rising off her shaft completely. With a firm but gentle touch, Lily urged her lower, lower still, feeling the fountain of liquid slide down the remainder of her shaft. Fluttershy began to shake then, and Lily stopped guiding her lower, arching an eyebrow curiously.

"I... I came..." Fluttershy whimpered softly, flushing down at Lily.

So cute I could just gobble you up. Lily thought, smiling as she sat up, wrapping her arms around Fluttershy's slight frame. "Take it easy, Fluttershy... We got all morning." She urged, now gently pulling Fluttershy down onto her. She made a mental note to not make herself so large next time... Though it did fit her current body-type... And poor little Fluttershy, nearly getting ripped apart on top...

"Liam, e-easy..." Fluttershy whimpered, her small hands sliding over Lily's shoulders, into her hair. "P-please... Be gentle..." Like she could resist after that. A firm grasp lowered Fluttershy's dripping gash around Lily's hard cock, sliding deeper and deeper into the wet, warm, walls of the cutest damn thing to walk the face of Equestria ever. "I'm... Ooh Celestia, you're ripping me apart." The poor thing, she could barely handle it... Then Lily felt it. There, deep inside Fluttershy, was her limit. Lily couldn't go any further, so she relaxed, letting Fluttershy take over. Much to Lily's surprise, the petite Avian pushed her shoulders back, laying Liam out so she could rise and drop her hips in a quick, slick, pace. Thank goodness she was so wet, or this was going to hurt both of them... A quick peek downward betrayed the oh so exotic sight of those tight, pink lips stretched to capacity around Lily's hot dick.

"Fluttershy, I'm... I'm gonna..." Lily panted, her stomach twitching. It was unbearable, trying to hold back when she was so damned close. Just when she thought it was going to spurt out, Fluttershy slid herself off, her hand taking place and stroking smoothly. Lily gave a strained cry of pleasure as she came...

"Ooh!" Fluttershy exclaimed, her stomach and breasts quickly covered in thick, creamy white strands of cum. She still stroked, and Lily got to watch each strand as it pumped out of her, gushing upwards and out to cover the petite girl still straddling her waist. Some of the drops fell to her own stomach, and still more arced into the sheets, indenting the fabric upon impact.

"Haah..." Lily groaned, her head swimming as Fluttershy's hand tenderly caressed her aching member. She laid her head back and heaved a sigh, only the other woman wasn't finished just yet...

"You're not done." Fluttershy said in a sultry, low voice. Looking back up, Lily watched that hungry, wide mouth open above her still-oozing cock, sliding her deep into her throat once more. She flexed and gasped, her entire form shaking as the bliss ripped through her entire body once more. Her mouth didn't stay for long, and was quickly replaced by her wet slit, sliding over the hard flesh smoothly.

"You're gonna milk me dry." Lily groaned, her hands falling to Fluttershy's thighs, following the smooth, bucking motion of a surprisingly experienced lover.

"Just... Let me cum once more, okay?" The meek little girl muttered. "I promise, I'll be done after this... One..." Fuck it. No balls, no glory. Lily sat up, wrapping her arms around Fluttershy and guiding her down onto her back. She yelped, surprised, as Lily took over the dominant position.

"Relax, and cum for me again, Fluttershy." She whispered into her ear, nipping the earlobe in a way that elicited a soft shiver. It didn't take long at all, in fact, Lily had just started up again as Fluttershy shook and arced her back, whimpering in the throes of another intense orgasm.

"Don't stop." Hungry little thing. "Keep going." Fluttershy urged, her hands sliding up to rest on Lily's broad back.

"Don't hold back." Lily countered, sliding in all the way to the back again. Fluttershy writhed her hips, bending and twisting her thick cock wonderfully. Still, Lily had just came. Hard as she was, she still wasn't cumming anytime soon. Fluttershy, however, was down two, and hungry for more. Lily being female herself at heart knew Fluttershy could handle two, maybe three more before she was tapped. Sure enough, the third came in short order, though Lily showed no quarter. Despite the flexing muscles that squeezed her member firmly, she still slid in, her hips moving in time with Fluttershy's ragged breath. The poor girl underneath her was nothing but a melted blob of pleasure, able to do little else than lay there and take it.

When Fluttershy's fourth orgasm ripped through her, Lily struck. Hand hovering just above Fluttershy's heaving chest, Lily fed, pulling at something deep within the avian female. Half-unconscious, Fluttershy did nothing to stop her. If anything, she gave it willingly. Her hand glowing a deep, malevolent green, Lily pulled at Fluttershy's love, at the power that sustained all Changelings... And pulled it out of her.

Chrysalis had been right.

Changelings COULD feed off physical desire...

She held the proof in her hand. Floating just above her palm was a green, ethereal orb of pulsating, shifting mist... It swirled slowly, shifting as if a soft breeze blew by it. Fluttershy, weak and panting beneath her, had closed her eyes, hadn't felt a damn thing. But what Lily held in her hand changed everything. Quickly, she absorbed it into her own chest, feeling the power nustle into her breast, hold itself just behind her sternum, and fill her with a soft warmth.

"That was... Amazing." Fluttershy moaned, reaching a hand up to caress Lily's flat stomach, a smile cracking on her lips. The soft words snapped Lily out of her funk, and she stretched out next to the sweat-stained, sticky woman.

"Glad you liked it, darlin'." Lily said in a low, quiet tone, smiling as Fluttershy curled against him. They laid there for a while still, talking, laughing, and cuddling. Lily was slightly distracted, and felt a familiar pressure build in her bladder. She squirmed against Fluttershy, blushing slightly. "I, uh, gotta pee..." She admitted embarrassingly, and Fluttershy smiled in a knowing way.

"Go. Then let me go after you... Then shower with me?" The thought of a steamy, hot shower made Lily shiver, and she nodded before giving Fluttershy a deep kiss. Lily padded into the bathroom, looking at her haggard expression in the mirror.

Chrysalis was right... Holy shit, she was RIGHT. I can do this... I can get the other five... We CAN take the elements of Harmony... She peed, relishing the sweet release before washing her hands and opening the door. Fluttershy kissed her chest as she slipped by, keeping the door cracked as she did her own business.

"Come on in." She said as the toilet flushed, and Lily joined her as they stepped over the threshold of the shower. The water jolted against them, cold at first but slowly warming. Fluttershy tucked herself against Lily's broad chest, sighing as the large, heartless changeling lieutenant embraced the slight little girl.

"I-i know it isn't much to offer, Liam..." She said softly, her words almost lost in the sound of the flowing water. "But if you're ever in the area, my house is open to you..." Lily was quiet for a short while before kissing Fluttershy's head.

"Thanks, darlin'. I owe you one." She said gently, giving her a gentle squeeze. They showered and embraced under the hot water before Fluttershy excused herself, drying off and slipping out with a towel wrapped around her chest. Lily scrubbed herself a little longer, shutting off the water and slipping out just as Fluttershy appeared in the doorway, wearing a similar blouse and capris that she had worn the first time she'd seen her.

"I've got to go, but help yourself to some food before you leave. I know you have to get going yourself." She advanced and laid a hand on Lily's wet stomach, standing on her tiptoes for another deep kiss. She was right, Lily probably should get back...

"Thanks, love." Lily wrapped an arm around Fluttershy's waist, pulling her into another, deeper, more lustful kiss. Fluttershy squeaked cutely and returned the kiss with some tongue, holding Lily tight for a few moments before slipping away and out of the door. Lily dried off and dressed, retrieved her pack, and was gone.

--------------------------------

"You're sure?" Chrysalis said quietly, her voice distorted even more than normal by the power of the mirror.

"I'm telling you, I've got it right here." Lily pulled the mirror away, shameless showing off her naked chest and the soft green glow that shone there.

"That's it?" She asked again, her queen peering closer into the mirror, her eyes wide.

"After the fourth orgasm, I tried feeding on her. I felt something, so I pulled on it, and this came out. So help me, I'm afraid to pull it out again, but I promise you, my queen, it's there." Lily talked fast, excited at the changes this entailed. Chrysalis' face broke into a smile, sending those shivers down Lily's spine once more.

"You've done admirably, Liliana. Return once you have the other five, and I will see to it you get whomever you please to feed off of personally." Such a promise from Chrysalis carried weight. And if it meant Lily could choose anyone in all of Equestria to keep as her personal love slave, that in and of itself made her quiver with anticipation. She could choose Twilight, Fluttershy... Maybe even Luna or Celestia herself... Then again, the hunky Shining Armor seemed like a decent choice as well...

"Thank you, my queen." Lily said, bowing her head in view of the mirror. Chrysalis cracked a smile, nodding in return.

"Go now, Lily. Do whatever you can, and get the other five." The simple sentence might as well have been an order, and one that Lily planned on carrying out to the best of her ability. The green runes faded to nothing around the silver mirror, and her queen's visage with them. She set the mirror on the beside table and stood, stretching nude in the middle of her tiny studio apartment. She was on her way... Three short days after taking Fluttershy's essence, she felt more revitalized and happy than she could remember in recent weeks. Looking out the third-floor window at the few people walking by below, she cracked a soft smile.

Oh this WAS going to be fun.