(In the Everfree.)

Asphyxious scouted out the area carefully, he crossed the path of at least five changelings that did not notice him. They were to confident, they believed they had nothing to fear. To fear nothing is death, overconfidence breeds mistakes. Asphyxious slowly and silently made his way back to Bunnie and Ava. To tell them what he has found out.

“So what did you find?” Bunnie asked.

“Patrols are lax, not paying attention to their surroundings. I could get in without them noticing if I really wanted to.” Asphyxious replied then smiled at Bunnie.

“Well Rouge did have the Changelings united with the Ponies when she took over.” Bunnie said. “So we could have asked them and we can walk in the front door.” She Suggested. Suddenly, Revan came out of nowhere.

“Asphyxious, you’re missing Yanna’s first birthday!” Revan shouted angrily.

“What!?! Sorry guys I’ll be right back!” Asphyxious said as a portal opened up and he jumped into it. Leaving Bunnie and a smiling Ava behind.

“So what do we do until Sugar Lich is back?” Bunnie asked Ava. The goddess was already looking at baby pictures. Bunnie raised a brow when she saw a picture of Asphyxious holding seven baby dragons, well trying to… it looked like two of them were on his shoulders, one was on his head and another was climbing on him. The last three were in his arms.

“I swear, people keep forgetting my world’s time-dilation neutralization. I was already sent pictures by Sonay before I got here….” Ava huffed, before sighing. “Homage, fetch Asphyxious and then loop him back to before the birthday party like the timestamps in the pictures suggest….”

Revan just stood there, arms crossed. “Ahem…”

“So how are you doing?” Bunnie asked Reven.

“We may have a mate in common, but we are not friends.” The Sith snarled. “In the slightest.”

“I will bet I can change that later in bed with Sugar Lich in a three way.” Bunnie said crossing her arms.

“You think I’d let you see my body, rabbit?” Revan asked sarcastically. She then laughed.

“Maybe after I show you mine first.” Bunnie said with wink. Revan shook her head.

“I’m not a whore like you.” Bunnie heard a slight hissing from under Revan’s mask.

“Are you calling me that because I got a very hot body?” Bunnie asked with a rise eyebrow.

“No, because you flaunt it around like it’s a piece of jewelry.” Revan said calmly. “You’re also a rabbit, and we all know how good they are at multiplying… Although you don’t seem to have even had one child.”

“I’m going to have one when my Equestria isn’t so insane.” Bunnie said sticking her nose up in the air.

“Heh… Then you’ll never have one.” Revan snarked. “It’ll always be insane.”

“I mean after I turn everyone back to normal.” Bunnie replied bluntly.

“Oh, but wouldn’t your boss change them back?” Revan asked, playing with her mask.

“Not if I take the gun away from her and place it somewhere it’s energy leak won’t affect anyone.” Bunnie said back.

“Energy leak?” Revan asked. “What have you been up to?”

“Well it turns out that gun was a prototype that our Displacer gave to Rouge and it has been leaking energy in the castle. So almost every female was slowly affected. If it wasn’t for Ava I would be a dumb bimbo right now.” Bunnie explained.

“... So there’s this stuff that makes women go sex craved… And you’re just now telling me, a woman, about this?” Revan deadpanned.

“Well the gun is in the castle in Canterlot. So I think we are pretty safe right here.” Bunnie replied. A portal reopened with Asphyxious covered in party favors and held some cake in his hands. He even had a party hat on.

“I’m back, did I miss anything?” Asphyxious asked. Before seeing the looks Revan was giving him. “Umm. I brought cake?”

“Is it carrot cake?” Bunnie asked mouth drooling. Asphyxious just held out all three slices of cake to the three women and smiled.

“No idea, Yanna was a handful.” Asphyxious replied before sniffing the air. “Was there fighting here?”

“Bunnie, too many carrots are poisonous to rabbits.” Revan deadpanned.

“So is beer and smoking. What’s your point?” Bunnie asked while taking a bite of cake. It was like nothing else she had ever tasted before. It was like someone put a piece of heaven in her mouth.

“I’m serious, it’s poisonous to a rabbits diet. The carrot thing’s a thing Bugs Bunny made popular… It’s a cliche.” Revan said seriously. “Too much sugar could kill you… Actually, keep eating sweets.”

“Aww. You care about my health. How sweet of you.” Bunnie cooed at Revan.

“I only wanted to show you u-” Revan stopped, then began force choking Bunnie.

“Revan stop it.” Asphyxious said as he give Revan a light shock. Revan let go before slowly turning to Asphyxious.

“Did you… Fucking shock me!?”

“...Only a little one. You liked it before.” Asphyxious replied softly and smiled nervously.

“Because I was the one shocking you!” Revan sent a lethal bolt of lightning at the Lich. The sound he made next made both Asphyxious and Revan blush, it was something like a squeak.

“Know your place, Hellbringer.” Revan threatened, turning on her red Lightsaber. “Because shocking isn't the worst I can do to you… And don’t you dare think of me as anything but fear itself, Rabbot…”

“How it’s okay to be sweet sometimes it’s nothing to be ashamed of.” Bunnie said backing away a little bit.

“I’m… not… sweet.” Revan snarled, before walking away.

“Sorry about that, Revan’s been… She just needs time to adjust. She hasn’t had much sleep lately.” Asphyxious apologized to Bunnie.

“It’s okay.” Bunnie said shrugging it off.

“She got kidnapped a year ago, then gave birth to Yany. Let say she been keeping us up at night.” Asphyxious said rubbing his neck.

“A baby crying at night would do that to anyone.” Bunnie said nodding. “So how is she handing breast feeding?” She asked.

“She’s… Okay, apart from trying to kill me when I walk in on her. I have to knock on every door before walking into a room now.” Asphyxious added with a deep sigh. “She also as bad as me when trying to keep the baby safe. She seem only letting Gwen and the girls near her, but watches me like a hawk when I play with her.”

“Alpha female with motherly instincts. Know it well.” Ava commented idly, having watched the byplay dispassionately. “Now, if you’re all done playing with each other’s clits, we have work to do.”

“W-where the hell did that come from?” Bunnie asked with a blush.

“From the fact that Revan still hasn’t gotten in touch with her feelings, Asphy needs to apparently grow another pair, and you need to keep your clit in it’s hood. Got it?” Ava growled, making both of the other Displaced back off in shock. “I swear, what idiocy have I spread in my hormone-fueled sex-craving days?” Ava grumbled as she marched up to a changeling that was up ahead, and before it could do anything, she grabbed it by the back of it’s neck and continued walking while it squirmed in the air. “Hive, location, speak, or I will give you to my mate Ichor as breeding stock.”

“In a cave at the bottom of the mountain.” The Changeling spoke.

“Cool, have a piece of cake.” Asphyxious said handing the last piece to the changeling.

“Uh..Thank you.” The changeling said as he took the cake confused.

“It must be a big cave for a hive to live in.” Bunnie commented as she took another bite of cake.

“Not necessarily. My mate’s hive is really claustrophobic, and that’s with it made to accommodate a 14 foot tall dragonling queen that’s twice as wide as the average pony from her hips and breasts. For all I know, this world’s changelings build hives in the same minimalist manner as mine.” Ava shrugged, then looked the changeling over, the small stallion bug squirming. “Hm...maybe I’ll give you to her anyway, she does like a small stallion now and then.”

“P-please no?” The buggy stallion said with confliction as his groin armor dented from his little-changeling voicing its opinion and he blushed green.

“I think we have a winner Ava.” Asphyxious added with a smile at her. “Anyway we won’t find out staying out here. Let go in the hive and find out.”

“Certainly, now, My Little Changeling, I am sending you to another world, you will have nobody there save your new family, is that okay?” Ava actually asked, and the stallion looked thoughtful before nodding. “Go through the portal.” Ava opened her fiery rimmed oval portal, and the stallion slowly stepped through before vanishing. “I was serious. Ichor’s gotten a bit of a size difference fetish, she loves toying with smaller people.”

“Geez, if he just wordlessly accepted, maybe the hive here isn’t a nice place to live.” Asphyxious commented as they began trekking towards the mountain. “Is it me, or are the beasts and monsters still gone even without the bimbos occupying them?”

“Maybe there still some bimbo clones at the mirror pool or the beasts have move to another forest.” Bunnie suggested.

“Hey! You guys!” A Dash Clone called out and swooped down from overhead, having donned two flour sacks to cover her body, one for her chest and the other as a skirt. “We scoped out the mirror pool and rounded up a bunch of other bimbo us clones. We’re rounding them up but they are not easy to handle without promising sexual favors, so swing by Dashville to fix them will ya?”

“That was… Fast…” Asphyxious said looking confused at the Dash clone.

“Uh, Fastest Mares in Equestria? Duh?” The clone smirked at her cheeky rebuttal. “Just be sure to come on by, we might be able to keep them occupied, but we gotta get some rebuilding done before there’s even a Dashville.” The clone informed before taking off like a rocket, but not as fast as a thinner Rainbow Dash would be capable of.

“Ok. Anyway to the hive.” Bunnie said once the clone was out of sight. Asphyxious agreed and led the way.

“Hey!” Revan screamed from far off. “Don’t you fucking dare leave me behind you bastard!”

“Then stop daydreaming and keep up!” Asphyxious yelled back. He then smiled softly to himself.

“Oh? Is Asphy about to sprout another pair? Do we have to get a wheelbarrow for your quad-balls?” Ava teased, getting Asphyxious to grumble and Bunnie to snort. Suddenly, a tree behind them was vaporized by a shot of lightning from Revan’s hands, making Asphyxious and Bunnie jump, but Ava kept walking. “We’re not going to get anywhere with you three playing around, cut it out.”

Revan screamed in rage before igniting her crimson blade and cutting another tree down at the trunk. It tumbled to its side away from the group.

“I’m not playing anything.” Asphyxious said before walking after Ava and looking back to keep an eye on Revan. “I have no idea what gotten into her, but we can’t waste any more time chatting here.”

“It’s her hormones and you being a dipstick.” Ava informed Asphyxious casually, stepping over a fallen log that the two taller people practically ignored and that Revan just jumped over in a hop.

“So what should I do?” He asked with a sweat drop.

“Not talking sounds nice!” Revan shouted from behind. “I can hear you guys just fine!” Asphyxious didn’t say anything and rolled his eye.

“I just wish she’d simmer down. She seems like a great gal when she’s not in a fury.” Bunnie commented as they neared a large cave.

“Oh she is, she’s an amazing teacher too. I mean, sure, I can’t grab anything with the Force without crushing it still, but I’m getting better at using it to enhance my awareness and to channel Force Lightning, but I can only get it a couple feet from my fingers right now.” Ava informed as she flexed a claw and a short arc of weak lightning came from her fingers. “And that took weeks to get down.”

“That’s just the starting… I haven’t even started on the sith training yet. Full lightning comes after you master the basics.” Revan muttered, trying to calm herself down.

Ava looked at Revan in confusion, before sighing and muttering. “Damn it Homage I said to keep it chronological….” Ava growled. “No wonder your recording sounded exasperated about it.”

“Ok. So if I remember what Rouge told me when she visited this hive. The broodmares should be in one of these rooms.” Bunnie said.

“Broodmares? Are they like broodmothers from Starcraft?” Revan asked, looking around nervously. Asphyxious looked at Revan confused as she did this.

“They look normal ponies other than bellies gets bigger and bigger with so many changelings inside of them just waiting to be born.” Bunnie said. “Also some of their mares here are said to be over 1000 years old due to being altered to be forever the age they were taken at.” She added.

Revan turned around when Bunnie mentioned baby Changelings inside of mares, and took her mask off. She then proceeded to empty her stomach’s contents onto the ground.

“What? You didn’t seem bothered when Chrysalis had babies?” Asphyxious asked.

“That’s… Different…” Revan said, turning back to them. Ava and Bunnie noticed her right eye was pure black with a single white dot in the center where the pupil would be. “She’s not a real bug like these things…”

“What happen to your eye?” Bunnie asked, the eye making her think of the animatronics from the FNaF series.

“If it’s damaged or gone, I can fix that Master.” Ava offered calmly.

“Shit happens.” Revan stated coldly. “I lost the whole eye. I really don’t care.” Ava shrugged nonchalantly in response.

“Yeah and you still won't let me help.” Asphyxious added crossing his arms. Revan rolled her eye.

“That’s between me and Traya.” Revan muttered. “Uh… What’s that?” Revan asked, pointing to a tall Changeling woman with light purple mane and green slitted eyes. She was completely naked, and had a scowl on her face.

“Bunnie, I thought everyone was Equestrian on this planet?” Asphyxious asked. “Who is that?”

“That’s Cheerilee. She got turned into a changeling by Carrot Top just like she did to Applejack.” Bunnie answered Asphyxious.

“I must say she does look nice, don’t you agree Ava?” He asked rubbing his chin. “Maybe add a little Dragonblight here? Ow!” Asphyxious yelped at Ava smacking the back of his head with her tail blade’s flat side.

“Friggin-I swear-UGH! Get. Your head. Out. Of your pants! Gog I wish I hadn’t given in to my perversions and caused all this bullshit.” Asphyxious just rubbed his head and looked down at Ava. “Don’t go spreading your damn STD everywhere! I shouldn’t even have to tell you that!”

Cheerilee’s right hand suddenly caught on fire. The green blaze morphing her entire arm into a black katana with a green edge.

“Okay I won’t Blight anyone.” Asphyxious said noticing Cheerilee. “You really don’t want to attack us.”

“Not dealing with this.” Ava growled, reaching a hand out, she clenched it, and the mare screamed as her arms and legs broke, causing her to fall to the ground in agony. “Yep, Force Crush, cruel as shit. Let’s keep going, hit her with the Reversal gun, see if that does anything.” Ava said casually as she moved ahead, dragging the flat of her tail blade along the crying mare, her injuries rapidly healing until Ava was past her and moving further in.

“It going to be one of those days.” Asphyxious said as he followed her.

Revan looked at the mare on the ground, her grip on her lightsaber tightening. The mare tried to get up, but Revan sent Force Lightning into her. Cheerilee screamed in pain until she passed out. But Revan continued, her lightning becoming stronger until she felt the Force Crush squeeze her, and she stopped to see Ava leering at her in warning.

“I am not sure it will do anything to her but ok.” Bunnie said as she shot Cheerilee with the Reversal gun before she walk with the others not looking back.

“This way.” Asphyxious said sniffing the air.

“Asphy, I don’t need you to tell me where they are. Aside from Vanilla, this place and a couple others reek of my Aspect. And I’ll admit, getting rather randy.” Ava admitted with a toothy smirk, her shark teeth gleaming from the faint resin/lichen lights. “I love my Aspect, and I sense a good many of these Broodmares are in it willingly.”

“If you need to I don’t mind Ava.” Asphyxious replied with a smile. “We’re friends after all.”

“Oh? You want my dick up your ass again? Or would you like to be the mare this time?” Ava teased, making Asphyxious choke and blush. Before he nodded a little to her questions.

“I’m going to be sick…” Revan groaned. “I’ll be waiting outside.”

“Don’t kill anything sweetie!” Asphyxious called after her before sighing deeply.

“You just had to call her that when she doesn’t like to be called that.” Bunnie said.

“I have no idea what to do! Anything I try to do she always bites my head off. Or loves me like nothing’s wrong, I just don't know what going on with her and it driving me crazy!” Asphyxious said pulling at his horns on his head.

“Aren’t you already crazy?” Bunnie asked as she open a door.

“We’re all crazy.” Ava added before striding into the bark and resin door, and looked like she jizzed herself upon the sight of so many fecund and moaning mares. Some were so full with eggs they were immobile balls with tits and butts attached. “I...am in heaven.”

“Wow.” Asphyxious said as he stands in between Bunnie and Ava. Looking at all the Broodmares. “Want to do what we did last time?”

“Besides for baseless pleasure? No. Bunnie, shoot them all, see what happens. If any are Bimbos they’ll get back their senses, and who knows what else it affects, I’m fine with testing it here, I sense that most all of them still have inert eggs, not fertilized yet save that hyper-sized mare over there.” Ava pointed at the biggest of them all, easily ten feet of pure aqua belly, then some more of giant boobs with pale pink tits and a huge ass on her super-wide hips, she was moaning and actually popping out green eggs from her swollen pink vulva, the eggs were clear, and had visible unhatched babies in them.

“So many…” Asphyxious said going over to the eggs and looking at them. “Hello little ones.” He even carefully picked one up to look at it.

“Ok.” Bunnie said as she shot the mare that was Maud Pie. To everyone’s shock, she gasped, and quietly moaned as her belly shrank and her whole body began growing until she absorbed all the not-alive eggs in her belly and she was easily Bunnie’s size, in all aspects. But she still had a smaller belly that had fertilized eggs in it.

“So beautiful.” Asphyxious commented as he still held the egg carefull when he saw the new Maud mare form.

“What happened? There was a flash, then...nothing.” Maud blandly asked the group as she looked around. “Oh...that.”

“So...the Reversal gun works as a general counter to physical changes, and outright clears the mind?” Bunnie asked as she looked at the mare who was now her height, with the same size rack and etc, and Bunnie bit her lip, thinking about how the pregnant beauty could be her one day.

“H-help!” Shouted a familiar high pitched voice.

“Pinkie?” Asphyxious asked as he put the egg down with the others, the mint mare grunting as she birthed another one. “That you?”

“Y-yeah!” She didn’t sound convinced. “J-just help me!”

“Wait, is she the real Pinkie or a clone? If she’s a clone, we could end up turning her mind back into pure Pinkie.” Bunnie postulated as she approached the similarly very-pregnant Pinkie

“Is that really a bad thing?” Asphyxious asked looking at Bunnie.

“J-just help me outta here!” She cried, her arms fused into the ground.

“I’m not sure, what do you think Ava-?” Asphyxious paused, seeing Ava deeply kissing the mint-toned mare that was more belly than person, said mare had wrapped an arm around Ava’s waist as she leaned to the side to be able to reach her lips. “Ava!” He yelled to get her attention.

“Mmm~....” Ava hummed as she bit the mare’s lip, her red mane mixing with the hyper-fertile mare’s silver and aqua mane, the mare moaned as she hugged Ava into her side, pressing her basketball-sized breasts into the side of her own utterly gigantic boob.

“Work now, pleasure later.” Asphyxious said crossing his arms and blushing at them. “God damnit I want to join in…”

“And a bit ago she was the prude. I guess this is just her kind of kink.” Bunnie shrugged. “Makes sense, Goddess of Fertility and all.” Then she blushed when an enormous and long tent began forming in Ava’s robe at her groin, poking the mare’s butt. “Er...What do you call a hermaphrodite god?”

“Just get me out of this place!” Pink Taffy shouted, struggling against her restraints.

“Ok calm down. Sorry if you turn into Pinkie Pie.” Bunnie said as she shot Pink Taffy before breaking the restraints. The mare wasn’t as big as most of the others, and she quickly absorbed all of her eggs since they must’ve been unfertilized, she only got up to 7 feet from it, so at least there was that.

“Intruders!” Shouted a Changeling drone just outside of the room. Asphyxious’s tail wrapped around the Changeling and pulled him in.

“Hello would you like to join us~?” Asphyxious purred licking his lips.

“DRAGON RAPE! CODE ORANGE! CODE ORANGE~!” The changeling stallion screamed out the door, and frantic shouting began echoing back down the hall, shouting the warning code all around the hive.

“You look good enough to eat~” Asphyxious said before kissing the changeling.

“CODE ORANGE-RED! VORE-RAPE!” The stallion managed to scream as he tried to pull away from the amorous dragon.

“Sugar, as much as I would like to see you do hot gay things, I think we’d best shoot all these mares, including that super-sized Lyra and skedattle, or, subjugate the whole hive, which could take some doing.” Bunnie reminded her beau, who grunted as the changeling whimpered into his lips.

Asphyxious pulled away from the Changeling, panting. “You’re right… Help them first, dominate them later.” He then dropped the half passed out changeling. “I think Ava rubbing off on me.”

“Firing.” Bunnie called out, shooting all of the mares as fast as possible, causing gasps and a fair amount of shock as the bimbos all became fully aware, the otherwise fogged-up by hormones ones were as well, and all the unfertilized eggs were absorbed into them, resulting in mares all ranging from 7 to even 12 feet depending on how many eggs they had, but when Bunnie shot the hyper-pregnant Lyra, she didn’t physically change at all, and simply blinked and pulled out of her kiss with Ava.

“W-wha? Oh~...I feel so...full….” Lyra hummed contently, rubbing what she could of her belly with her free hand as she grabbed Ava’s butt, getting the goddess to coo appreciatively. “Mmf...fuck me.”

“Gladly.” Ava breathed out, kissing her even more fiercely. “You. Are the most beautiful, fecund, and pregnant mare on this planet at this very moment.”

“Oh~ fill me up more~!” Lyra begged, pressing her rear into Ava’s massive erection.

“Bunnie… That is so hot.” Asphyxious whispered into Bunnie’s ear.

“Are you planning to fill me as big as Lyra is?” Bunnie whispered back. Her reply to that was Asphyxious french kissing her.

“What is going on in here?!” Carrot Top shouted as she came in the room with her guards and Sticks.

“Oh look Ava, more came to play~” Asphyxious purred licking his lips with Bunnie in his arms.

“Hm? Oh? The sire of this mare’s brood?” Ava asked conversationally, giving Lyra a spank, making the hyper-fertile mare gasp. “I commend you. Consider becoming one of my acolytes?”

“They’ve… Killed the eggs!” Sticks gasped in horror and rage.

“They were not fertile so no lives were lost.” Asphyxious replied playing with Bunnie’s ass making her moan. “See? There’s still pregnant mares, they have fertile eggs.”

“But that was almost half of that batch!” Sticks’ eyes went red as her arms transformed into cannons.

“Indeed they do. Especially her~....” Ava began kissing along Lyra’s breast, walking towards her milky nipple, the mare panting and moaning as she births another egg.

“Carefull, you’ll hurt the little ones.” Asphyxious growled deeply. “And I don’t want to turn you into a meal. Besides you may gain something by joining us~”

“I live for only my queen you filth!” Sticks snapped, her fangs bared. Asphyxious smiled calmly at this as he nuzzled Bunnie.

“Be silent.” Ava commanded, and a weight pressed down on the whole room, the goddess clearly incensed. “Disarm now, or We shall consume thou for endangering these unborn lives!”

Sticks struggled, but eventually her cannon arms changed back, but her glare spoke volumes.

“Good. Now, to business.” Ava declared as Crescent molded out of her to continue seeing to Lyra as the mare of the two bound souls strode up to Carrot, and grew to match her stature. “Great queen. Thou art an astounding stud and bringer of Fertility. Become mine acolyte and We shall give thee boons, so that there are far less infertile eggs. The fact that only so much took is not thine fault, but rather the fault of thine seed-givers.”

“That’s my queen you just insulted!” Sticks seethed.

“Didst We speak to thee?” Ava demanded, the weight on Sticks became so crushing she fell to a knee. “No? Then remain silent, the adults are speaking.” Ava then looked Carrot in the eye, not caring for the indignant rage boiling in Sticks’ gaze. “Now then, our offer stands. But. Thou must cease foalnapping mares for thine brood. Certainly there are enough mares willing when asked. Just look at that beautiful creature. She still wants more~.” Ava gestured to Lyra, who was popping out more eggs as Crescent nursed from her gigantic breast.

“It’s a changeling tradition to bring more mares in to become broodmares. Has been for over 1000 of years since Chrysalis was ruling it before me.” Carrot Top said.

“Then change it. That is what thine species does. Do it.” Ava sniped, clearly brooking no argument. “Besides, why can’t thou breed with thine own kind? Has something happened to thine mares?”

“No, because Sticks is the only female Changeling besides the Queens. And imagine three or four mares giving birth to millions of Changelings…” Pink Taffy said as she groaned, but her words only got Ava to gasp and shudder as her dick twitched under her robes.

“We can give thee female changelings….” Ava offered, panting a bit as a wet spot started at the tip of her phallus.

“Maybe we should take this away from the heavily pregnant mares?” Asphyxious suggested.

“No.” “Nope.” “No~!” Chorused Ava, Crescent and Lyra respectively. Asphyxious wasn’t going to fight them on this, besides he was enjoying the show that Lyra and Crescent were putting on, even if it was just him drinking her milk and her getting off on just that.

“Save some of the milk for kids when they hatch.” Bunnie said. Before she felt Asphyxious hand slid into her shorts. Bunnie blushed at him as Asphyxious smiled back at her.

“Don’t trust this witch, mother.” Sticks spoke through the hivemind.

“I know dear. But they are stronger than us.” Carrot Top said by hivemind.

“This one seems to not want conflict. Tell them to leave. Our Broodmares seem like they’re wanting to revolt.” Sticks suggested.

“But who are they revolting against?” Carrot Top asked.

Suddenly they hear, “Fuck her right in the pussy!” In the hivemind.

“What the hell?” Carrot Top asked while having a confused look to her face.

“Are you going to stand there daydreaming all day?” Asphyxious asked after he wrapped his tail around Bunnie. “It make things so much easier if you agreed, to let Ava help you.”

“Even if I want to agree, I can’t. I am under the loyalty spell of Rouge.” Carrot Top said. Asphyxious tilt his head to one side before looking at Ava and Bunnie.

“She’s forced to be loyal you swine!” Sticks spat as Asphyxious’ feet.

“Must not be that good a spell if she knows about it and still don’t like Rouge.” Asphyxious replied scratching his neck.

“It’s a loyalty spell, not a mind control spell… Bastard.” Sticks glared daggers at the Dragon.

“Rouge placed it on me incase if I try to betray her like the last Queen did. I prefer the spell than being rip apart like the last Queen was.” Carrot Top said.

“Let me have a look.” Asphyxious asked as he removed himself from Bunnie and with a wave of his hand a number of magic runes appeared around CarroT Top. “Hmm, sloppy. Yep this was the work of a newbe to magic. It all power and no substance, tell me how did your last queen betray Rouge?” He asked tapping at a magic rune.

“Mother killed the bat’s waifu.” Sticks chuckled sadistically.

“Sunset right… Well this spell’s all but useless now.” Asphyxious replied when he pulled up a rune that was messy. “This spell rooted to that kind of betrayal, seeing as she’s dead. This spell trying to find some other way to work, but it degrading. Give it a year and it’ll be gone completely.”

Sticks growled. “... You’re an idiot… The spell makes my queen loyal to Rouge, you cockface! Sunset has nothing to do with the spell!”

Asphyxious sighed. “How do I make you understand. The only thing going for this spell is power… Hell anyone can break this kind of spell.” The dragon said before turning around. “I would try, but I’m sure you’ll find some way to bitch at me for that too. Miss I like to be angry at everything. And bite the hand that tries to help you.”

Sticks snarled.

“Calm down dear.” Carrot Top said. Sticks hissed at Asphyxious, before hugging Carrot’s leg… With her arms and legs. It only now that Asphyxious noticed how tall Carrot was, which was ridiculous considering Ava had to increase her own size to look her in the eyes, and how little Sticks was. He found Sticks cute like this, but didn’t say anything. Without realizing it Asphyxious let out a dragon mating call.

Sticks’ eyes widened and she clung to Carrot harder.

“Why is my leg wet?” Carrot Top asked. Sticks blushed and looked away.

“I-I need food… Soon...” Sticks grumbled.

“I’m more than willing to feed her.” Asphyxious said and knelt down. “No matter where they're from, I will always love a changeling.”

Sticks hissed. “Only my queen could fill me!”

“Then lick away on my pussy if you want to Sticks.” Carrot Top said turning to have her pussy facing Sticks.

“Aren’t you like her mum? And why would you make her do that?” Asphyxious asked finding what they’re doing to be a bit wrong. “This does not look healthy.”

“It how she feeds other than sucking on my breasts.” Carrot Top said. Asphyxious blushed and looks down at Sticks.

“I… can’t believe what I’m about to say. Why not let me feed her? You and Ava are in the middle of talks and you have my word I will not harm her.” He said fidgeting a bit.

“She only let’s me feed her.” Carrot said with a shake of her head. Asphyxious only looked between them before sighing. Asphyxious did not understand these changelings, he also found it odd, how Sticks followed him with her eyes.

“I’ll just stand over there.” Asphyxious added as he moved away from them with his back to them.

“Ok. Go on Sticks. Lick away.” Carrot Top said to Sticks.

“But… Not in front of outsiders!” Sticks said, looking away.

“Don’t worry about them.” Carrot Top said as she turn to look at said outsiders and move her hand to tell them to turn around.

“We art not looking away from thine eyes Queen, have thine daughter sate her hunger as we speak.” Ava insisted. “As Asphyxious says, that spell is quite elementary, simply enter a Contract with Us and it is easily in our power to not only purge that, but be bound to fulfill thine own terms as well. We art a Merchant, a businessmare, and we don’t default on our word. However, know that mine conditions art that thee release thine unwilling Broodmares in exchange for willing ones I shall provide. Poor mares desire children, but, room and resources dictate they cannot have them where they are now.”

Sticks began sucking on her mother's breast, feeding herself like a rabid dog. Thankfully by this point, Asphyxious had indeed focused back on Lyra and Crescent, Bunnie also too entranced by the extremely kinky scene of Crescent sitting on Lyra’s enormous boob-shelf and her sucking on his huge dick, moaning the whole while as she practically hugged his ass to force him as deep as possible, intent on being fed.

“Well…. I suppose I can let them go. But what would my hive get in return? My hive needs lot’s of broodmares.” Carrot Top said sounding unsure.

“We already mentioned giving thee female changelings, or, rather, dragonlings as willing broodmares. My mate’s hive is currently experiencing an overpopulation issue for their allotted space, at least until they can turn the entire containment terrarium into one gigantic hive that is. But, as it stands, poor mares desire their own children, but can’t have them. You would be fulfilling their desires, and also introduce potential new stock of changeling subtypes.” Ava informed calmly, before a blue holographic screen seemed to simply project from her, showing Carrot a picture of a quadrupedal dragon scale-covered changeling that according to scale was by mass about as big as the average mare, but also had a long and intimidatingly sharp bladed tail akin to Ava’s. “They art mine daughters, and I too wish them to propagate. Not just as a Goddess of Fertility, but also as their mother.”

“I guess they will do. But what I suppose to do if Rouge finds out about the spell being changed?” Carrot Top asked worried for her hive.

“Oh, don’t worry about that harlot. She’ll either be out of power, dead, or a bimbo by week’s end.” Ava grinned ferally, her shark teeth glinting in the ambient light. “Preferably by tonight if We’re honest.” Ava moved forward, softly squishing Sticks between her mother’s breasts and Ava’s own massive knockers as she docked with Carrot, and their respective dicks ‘kissed’. “Do we have a deal? Otherwise, if you desire anything else, ask, and we will consider price.”

“Uh...Ok deal.” Carrot Top said as she went and kissed Ava, who simply hummed contently as both their eyes began to glow red. “But could you fix Sunset? I heard she was made undead by Discord and she’s in Rouge’s bedroom or throne room when she needs to have fun time.” She added. Sticks squirmed between them, her vagina just above their male members as she was being smothered in smishy boobie heaven.

“Of course, reviving Undead into Living Dead seems to be one of our specialties lately. Oh, and We sense thine daughter is completely devoid of a proper reproductive system. We can add that for free, no cost.” Ava said as she licked Carrot’s snout.

“If Sticks wants them. Then I don't see why not.” Carrot Top said.

“Little One? Woulds’t thou like us to give thou a womb?” Ava asked as she moved her hands down to Carrot’s hips, grinding her penis against Carrot’s. Sticks was internally raging that her feeding time was interrupted, and that she was stuck between and above sex that she wasn’t a part of. “Or perhaps as well as something thou personally desires? Thine art a brat, but we can understand thine possessiveness of thine mother. Mayhaps...thee has incestuous desires~?” Ava lilted, hinting at something just in case it was so. “Otherwise, ask away.”

Sticks blushed, “A womb doesn’t matter… I am but a tool.”

“Tut-tut, such an unhealthy mindset. As her guardian, thou can decide for her.” Ava suggested with a shrug. “Otherwise, We art ready to carry out the Contract whenever thou art ready.”

“I think she should have both. I have been trying to have her not think of herself as a tool and get her to think for herself.” Carrot Top said sadly.

“Very well, let the Deal commence.” Ava cooed, kissing Carrot deeply for a moment before breaking away, and red magic was sucked from out of Carrot’s mouth and down Ava’s gullet as the magic forcing Carrot’s Loyalty was literally devoured. “Ah~...that was tasty, too bad it had no Sentiment, so that was just a nice treat. Now for Our part, and remember, thou can only have Willing broodmares now.” Ava reminded Carrot, as all the Unwilling mares in attendance gasped as their eggs all vanished, and Lyra cried out in ecstasy as she got even bigger her belly and breasts swelling further, almost touching the ceiling now.

“And do take good care of our daughters.” Asphyxious added with a smile.

“For all the fact that thou Blighted them.” Ava rolled her eyes. “But at least Ichor and Homage have isolated that troublesome thing. They should be arriving in a moment.” Ava said as a blue fiery portal opened on a far wall, and over a dozen dragonling mares all rushed through, some having brought luggage of various content, most of them all gawking in amazement and hope at the sheer size of Lyra.

“It been so long since I last saw them.” Asphyxious said as he started to jump up and down like a small child. Before some of the dragonlings ran over and hugged him.

“What about Derpy, mother?” Sticks asked as she hid behind Carrot in an attempt to stay away from Asphyxious and Ava.

“I am sure these people can help sweetie.” Carrot Top said as she pats Stick’s head.

“Yes, indeed, but first; come to us child, so that we can grant thee thine right as a living being.” Ava knelt down, looking to all the world a loving matron wishing for a hug from a child.

“Go on sweetie it’s okay.” Carrot Top said to Sticks, and the short Changeling sighed before hesitantly walking forward. Once she was within reach, Ava hugged her, and nuzzled her lovingly as Sticks squirmed and gasped in shock as she felt her core change, and then, to her surprise, felt something growing from her groin.

“By both, we assume thou meant this?” Ava asks as she pulls away and holds the small changeling up towards her mother, showing that Sticks was now a hermaphrodite like her mother, blushing up a storm and trying to hide her new stallion equipment, which was rather small and cute, but considering her mental, emotional, and physical age, that was understandable.

“Why are you holding me up like this!?” Sticks squeaked.

“You’re cute that way.” Asphyxious called over before laughing a little. At how Sticks was still in Ava’s hands, being held up by her armpits.

“Mm~<3!” Lyra moaned as Crescent finally came, drinking his cum to help sustain her utterly massive body, and drawing everyone’s attention.

“Perhaps thou should take us to this Derpy character? We feel that mare is going to be drinking our Male counterpart dry for yet a while even with him devoting our stores of mass straight to semen. Considering she’s sucking so hard I can feel it from here.” Ava winced as her regal tone finally dropped, her own dick twitching visibly through her robe. “Ow, ow~! It hurts so good. I think we should move things along, and I’m about to go over there but I want business to be taken care of first.” Ava bit her lip, grunting. “Damn, you have a good eye for breeders Queen Carrot Top.”

“Aye. I am a good eye.” Said in a Scottish accent a floating eye that was watching them from above.

“Don’t mind him or her. That used to be one of Derpy’s eyes. Anyway follow me to where Derpy is.” Carrot Top said as she lead the group sans Crescent -as he was currently locked dick-to-throat with a cum-vacuum- to her bedroom where Derpy is lying on a bed, being treated by a Changeling doctor.

“Oh my gog! The poor thing! What happened to her?!” Ava practically wailed in horror as she strode to the bed. “I’ve not seen someone so butchered and still be alive. I’ve eaten corpses that look better than her.” Ava bemoaned sadly as she knelt at the bedside.

“I can agree on that.” Bunnie said sadly.

“You eat corpses?” Sticks looked to Ava.

“She does, she and I both eat everything that moves.” Asphyxious added. “I’ll never forget how good griffon tasted. And pony, and minotaur… And dragon too… What?”

Sticks was terrified, and oddly got closer to Ava. “Don’t worry, unlike Asphyxious, i actually wait to start eating until they’re dead first. I don’t want to imagine what sort of agony being eaten alive in the fashion I do it would be like.” Ava gave an idea of her method by her left arm turning into a semi-solid mass of pure liquid-black flesh, writhing and morphing like an eldritch monstrosity before it turned back into an arm. “It is this same thing however that let's me use my stores of mass for regeneration, healing, and other whatnots. It’s different from my healing magic, which is purely connected to my Aspect.”

“Don’t forget driving me and Bunnie into a rut.” Asphyxious said smiling at her showing off his fangs. “I wouldn’t mind doing that again. It was very enjoyable.”

“Same here.” Bunnie said blushing a little bit before Pikachu popped up from between her breasts. “Dang it, I keep forgetting you’re in there! You watched me have sex again?!”

“Pikachu!” The perverted Pokemon nodded to the affirmative, but Ava ignored the byplay to instead reach out and touch the crippled mare.

“Worry not, we shall heal thee, and return thee to how thou should be.” Ava softly whispered, and she grunted as she turned the claws of her hand into tendrils, sinking them into Derpy and getting a yelp of pain, before green light enveloped her, and everyone watched as the finger tendrils pulsed like pumping tubes, and in matching the pulses, Derpy began outright healing.

Her ridiculous number of scars quickly faded and were grown over with her fur, she yelped and her legs jolted, getting gasps of amazement from the doctor at the sign her spine was healed. Then, her eyes, quite disgustingly, began to form like little blobs starting at the back of her eye sockets, thankfully her bandages hid that, but then they filled out to fill her sockets, making the flat bandages over her eyes actually bulge out from having something to cover now.

Ava bit her lip and looked the mare overlooking to Carrot. “If you want, I can also give her augments to make her less prone to injury, or something else to prevent anything like this happening again. Also, it seemed her eyes wanted to grow in wrong, but I fixed that.”

“Like some kind of super healing factor? And that how her eyes was like before she lost them. She was very cute that way.” Carrot Top said.

“Oh? Well, I can put them back if she wants, or let her do that herself with ease, that’s what I’ll do, she can have her askew eyes whenever she wishes, but otherwise she has normal eyes now. As for the healing factor? Yes, but the only proper regenerative factor I have in my templates cannibalizes metabolic energy and fat cells to work. In other words….” Ava poked Derpy’s fairly large breasts. “If she gets hurt? Bye-bye boobies, or butt. I can also make it easier for fat to collect in those areas since her fit body isn’t likely to let her thighs or tummy hold any.”

“Unless you want her to heal by eating body's?” Asphyxious asked rubbing his head like what he said was a bad idea.

“Asphyxious, that would entail me turning her into a Mass Shifter like myself.” Ava rolled her eyes, clearly not open to the idea. “Not after the last time I did that.”

“Or me blighting her into one of my followers… What do we do?” Asphyxious asked looking up at the silen of the cave.

“Asphyxious. Shut, up.” Ava demanded. “Stop. Spreading. Your. Disease!”

“Why not let Derpy decide.” Bunnie suggested.

“Mind letting me go?” Sticks asked, already bored.

“Dragonblight is not a disease!” Asphyxious yelled back.

“It can be sexually transmitted, and mutates people. And makes them your potential thrall-slaves. Stop with the Everblight schtick before you turn on everyone.” Ava warned as she picked up Sticks off her shoulder and set her on the bed, considering Ava still had her left hand fused to Derpy’s toned tummy by tendrils.

“I don’t use sex to do that! Look!” Asphyxious then holds a ball of dragonblight in his hand. “I have full control over it now. And I don’t give it to everyone.”

“How’s Dragonshy doing?” Ava asked conversationally as she poked Derpy. “Wakey wakey~. I need your input pretty girl.”

“She… Moved in with me…” Asphyxious replied blushing hard as he looked away, Ava rolled her eyes, knowing the stupid sexy lummox didn’t get what she was hinting at.

Derpy groaned as she woke up, opening her eyes for the first time, even if they were under bandages. “Wh-what’s going on?”

“You are healed Derpy. That’s what’s going on.” Carrot Top said as she hugged Derpy lovingly.

“So, cute thing. I can give you regenerative abilities, but they’ll feed on your food and fat, meaning your boobs and butt will shrink whenever you’re hurt, but I can also make it so any extra calories or fat you consume go straight to your tits and ass to make up for that, is that okay?” Ava asked straightforwardly as Derpy removed her eye bandages, her beautiful yellow eyes both focused, until they suddenly went askew in an adorably derpy manner.

“Well that… Interesting, kind of?” Asphyxious added taking another step back.

“Well, now that everything here’s taken care of, we’ll take the former broodmares to Dashville, de-bimbo the remaining Dash Clones, and move on to Canterlot, maybe Manehattan and Trottingham.” Bunnie pointed out, reminding everyone that they had a schedule to keep, as free-form as it was.

“Very well, now, please do consider building a Shrine in our name, better even if in our likeness, it’s easier that way. You can simply ask for boons and even if subconsciously, if it is fair, equitable, or involving matters of Fertility, then I might not even need to personally see to it. Ciao~.” Ava said, and spanked Carrot’s ass as she passed.

“What’s going on?” Derpy asked. Sticks shrugged. “And who are you?”

Author's Notes:

[NEXT TIME! ON BIMBO BALL P~! REVAN IS ACTING DEMICKEY! AND SO GOOD COLD AND KIRTH-CHRISTIAN STUART MUST FIGHT! I hope they don’t hit each other too hard….]