Warning: Contains sex between two ponies, one of which shapechanges from a female changeling drone to a male half-changeling-half-lunar-unicorn. Contains oral sex and penetration. Delicious delicious penetration.

Penny woke slowly, Stick was already roused but stayed close to her on the little cot they had been sleeping on. A kiss landed on the lunar unicorn's nose and she giggled sleepily. "It's a new day, the new guards are here and, apparently, we have been told we can return to our quarters. Some interesting things happened."

The sleepy mare looked at the changeling with an implied question that she soon put to words. "Must have been pretty big. Bigger than Shining Armor waking?"

"The shadows, shadow ponies, have stood down their attacks and will be meeting with the princesses." Stick's words got Penny awake rather quickly, only for her belly to rumble. "But first, before the empire can find peace again, my mare needs her breakfast."

Penny nuzzled back at the observation but didn't fight it. "Where?"

"There is a nice little place in the city, so I am told. A lot of guards go there when off duty." Stick got up and stretched, soon having Penny follow suit. "Ugh and we both need a good bath. What order would you think?"

"Bath first, then food, then snuggles." Penny ticked off the three things on one hoof, not even questioning logic about such things anymore.

"I love a mare who has her priorities sorted out." The changeling nuzzled and nipped at Penny, getting a happy little shudder from her and a nuzzle back.

The pair of enamored mares left the guards to their job and wandered the castle halls back to their own rooms. "No more of these, you need to work on getting rid of them again." Penny nosed at one of Stick's hooves as it lifted into the bath. "I like my mare whole and snuggly."

The statement of preference had Stick giggling as her horn lit up, lifting Penny into the tub with her. "Well, we can start right now." Stick's mental touch reached for Penny and found the mare, getting a shudder from her.

"Mmm, well, what would my queen be wanting of her servant today?" Penny turned to Stick, lowering her eyes with modesty.

Ever prepared for some play, Stick sat a little straighter and gestured to her own tail. "Start on my tail, work forward, little snack." She exerted more force in the mental bite, feeling as Penny relaxed.

The lunar pony trembled a touch as she reached for the brush, holding it between teeth that trembled in anticipation. Using her magic sparingly, she brought over some products and started to work on Stick's tail.

With the changeling sitting as she was, it meant Penny had to lay down in the shallow water, her snout moving along that green hair again and again. 'If I keep this up,' she thought, 'I will start to get turned on whenever I smell shampoo.'

Stick sat impassive, at least physically. She adjusted her focus along Penny's emotions, it was felt not unlike teeth working at a chew toy. Penny gave a little whine. The sound got Stick's attention and she looked back at the mare but there wasn't even the slightest hint that her partner would go for the safe word.

"You know, my little mouthful, I wonder if this side of me is more 'changeling' than 'me'?"

Penny lifted her head from her task, suds having gathered around her snout. "You are a changeling, my queen, if this is 'changeling' then it is also 'you'." She looked up to her marefriend, the fun little role-play they shared not broken by the conversation. Penny reached to the mare's wings and started gently working them in her mouth, careful of sharp teeth.

The changeling lifted each wing obligingly, unable to stop from giving a happy sound at the continued pampering. "You are a clever little mare, nibble, I think it is time you had some cleaning done too." Stick, keeping in character, used her magic to lift another brush over and start scrubbing Penny.

Working together, Penny squirming every now and again in her tight mental grip, they slowly began to get clean. It wasn't until Stick had the unicorn on her back, with a brush working over more tender parts than the changeling abruptly let go of both brush and metaphysical throat. "Penny…" She inhaled deeply, a little smile curling her lips.

This confused the distracted Penny, her friend breaking the rules. "What's the matter Stick, do you need to use the safe word?"

Stick shook her head but leaned down, inhaling more to verify. The grin widened. "No wonder you were taking to that attention so much. Penny, you are in estrus."

With her back legs parted, Penny had such a silly look on her face. Her emotions and thoughts were thrown to turmoil. Heat? She was in heat? It didn't feel like it, she wanted to snuggle a little more than usual but not… well, maybe? "I… what does that mean, for us…"

The changeling flopped down into the tub beside Penny, nuzzling the other mare's belly, working up to her chest, neck and finally her mouth. "It means, we do whatever you want."

Penny looked up into Stick's eyes. "Should I want to… well, breed? I just want to snuggle more."

"Do you want to? You seem more adventurous of late, particularly when I work you right up, but I won't do anything with you, distracted and in my grip, that you don't agree to right now. So tell me, my snack, do you want to?"

Penny nuzzled and kissed Stick's searching lips. She let her thoughts explore her feelings, it was certainly a turmoil. "One of the guards asked if we needed a stud…" Penny blushed hotly. "I guess this is why he asked."

"Evasion gets you two kisses." With the words, Stick kissed Penny on the nose twice, the second making the mare sneeze adorably.

"Not fair I… I don't know what I want. I promised Luna…"

"Forget Luna, her will doesn't enter into this. It is your body, she gave it as a gift." Stick kissed that nose again and got a more violent sneeze from the mare. She really must play with Penny on her back more often. "This is you, me and some bath water here, princesses be damned if they want to tell my mare what she does and doesn't do in our bedroom."

Penny blinked up at the changeling, smiling. "If the mood is right, if I don't freak out and yell our safe word at the top of my lungs…"

Stick waited for the mare to finish.

"Go for it. It would be silly not to try something new, at least once. Especially once."

Stick closed her eyes, took a deep breath and savored the moment. She leaned down and kissed her mare again, a deep searching kiss, working her tongue past the other mare's lips. She could almost taste the last meal she had fed her, she could certainly work her tongue around and probe each and every sharp tooth within the mare's mouth. Drawing back slowly, Stick let Penny suck her tongue until at the last moment it was free.

"If this might only be once, I am going to make sure it is done right." Stick nuzzled at Penny's chin, the recumbent mare looking down her belly as Stick went further and further down.

"I thought you were going to…" Penny began to ask what her mate was up to but no sooner did she get to the pertinent parts of the question than Stick reached some other pertinent parts. Her little udder was tight and tucked up between her legs, that didn't make it any less sensitive when Stick began to nuzzle and lick at it, changing from one side to the other, nosing and even giving a fake suckle at her small teats.

These were all things Stick had done with Penny before. The unicorn knew well how devious Stick was with her mouth. Stick, however, had new plans. She had practiced the new form, quite a bit. She had spent time with a mirror, planning out every curve and line. She knew it well enough that, calling her fire over her form, Stick pulled the shape over herself like a cloak. The hit of hormones, male hormones, almost swayed the changeling to get a little overexcited. "I am going to show my mate how much I adore her, how much I love what she does with me and how much I am willing to do to make her happy." Stick used her magic, a glowing horn, perfect and without holes.

Penny arched her back as both her teats were surrounded with mouths, she threw her head back on the bed and moaned as she felt a third start to nuzzle and nibble around her mound. She recognized Stick's style, focused like a grazing animal, working around her winking, sensitive flesh. The two mouths continued to suckle and drive her crazy, she managed to get enough control to look down. Stick's magic hung heavy over her back-half, focused around her udder. Watching as the changeling ate her out, dipping that clever tongue down into her, then circling her mons. It looked so hot to the mare that she didn't notice the changes in Stick at first. Her mane and tail were the same, but instead of a carapace she had fur. She looked a little more solid in her frame, it didn't ring of 'stallion' but Penny didn't have to guess hard to work out that was why she changed.

Stick noticed her watcher and tilted her muzzle, looking up at the face of her mate. Lifting her muzzle from Penny's nether-lips, she gazed up that delicious body, into the deep eyes. Her magic shifted, Stick refocusing and bringing it down to Penny's entrance. Part of her magic rested against her, ripples running through it. "My mare, you look hungry." Stick used her magic to start to probe, press and gently tease at Penny.

She had tried to answer, tried to tell Stick that she was feeling a little more 'hungry' than normal, when the changeling began that probing and Penny could only pant in time with the magical pulsing.

"Very hungry I think. Still not quite ready though, maybe I should try something else?" Stick started to nuzzle back up, finding Penny's teats again and settling on one. As she sucked on the nub she reached into Penny, reached in and drank.

The feel of Stick sucking at her, in two very intimate ways, had Penny's head thrown back again, hooves kicking weakly in the air as she moaned. It was almost instinctive now, that when Stick fed she would channel, but Penny couldn't dredge up any magic right then and so Stick fed in a much more personal way. Settling her head there a moment, the changeling kept nursing, drinking Penny's lust and generating a whole lot more at the same time. She did shift her body once, though, this was every bit as exciting for the changeling as it was for her mate. "There, I think you are ready." Stick began to crawl up Penny's body, her chest resting against the unicorn's belly when her shaft first pressed in to the lunar pony's thigh.

Penny was still giving soft whimpers, the magic still keeping her motor going, when the touch of the foreign, new thing was first felt. Inside there was a cry of a human voice, a male human voice, telling her how bad it was to be 'gay'. She ignored it, it was easier to ignore the negative emotion, her brain had backup in the fight, her heart. Penny's body surged with hormones, they rushed through her as her physical self was well prepared. Stick adjusted herself with her magic, leaving Penny's entrance open and ready as she pushed forward.

All the fight, all the struggle, all the times that voice had told her this was 'bad' and 'gay', it all slid away, thrust from Penny's mind as the flared tip of her lover pressed against her unguarded, wet slit. Stick stopped, right there. "Tell me to take you." The words cut through Penny's lust-fogged brain. "Tell me, Penny, that you want me."

The mare looked down. There was a stallion atop her, their shaft so close to being in her that it could almost already be counted as penetration. She looked up at this more dominant Stick. "Take me and I will love you forever." She meant it, Penny couldn't think of any other words to say and, as Stick worked her body up, the flared tip breaching Penny's mound and pushing deep, she couldn't think of anything at all.

Stick took it slow, she had made sure her mare was as wet as she could get her without pushing her lover right over the edge, and now they both reaped the rewards. Bracing her back-hooves, Stick gripped at her mate and pulled down with her front as she pushed forward. Deeper and deeper she sank, that big stallion shaft quickly reaching the medial ring and then Penny's gripping depths swallowed that too.

Penny's eyes were closed, she had stretched herself out as long as she could and given herself to Stick. But just as that thicker ring around the changeling's shaft was in, Stick pulled back. Penny's eyes flew open. Being filled by her lover had felt better than anything, being empty after she pulled back was horrible.

"More?" Stick's question was a struggle for the shapechanged mare, everything apart from driving herself deep into Penny was a struggle. She watched as the unicorn managed to work out what she was asking and, with a little, failed attempt at speech, Penny finally just nodded, smiling.

Stick pushed into her again, and again, and again. Each cycling thrust robbed Penny of more of her ability to think, of any desire to be anywhere but under her mate. She moaned, she whimpered, she cried out in glorious pleasure and she even cried. Stick kept her pace slow and steady and it eroded Penny's thoughts down to just love.

There was a building pressure with each thrust. Stick felt it most keenly when her body bottomed out in Penny and she felt the mare wince. The second time it happened Penny pushed harder, then again. Stick couldn't believe how hot it felt, to fill her up so full there was simply no more room.

Penny focused on that tiny bit of pain. It was barely anything, but at that time a little pain was just another intense sensation for her sex-drenched senses to absorb. She bucked, she humped, she even tried to pull on Stick's body to get her lover deeper. But it was something that couldn't happen.

The orgasm crept up on both of them. Penny was first, however. Her mind pushed beyond reason, she bucked and clamped down hard on the pony-spear inside her and, when the flood of release washed through her she cried out loudly for a fraction of a second, a dark black hoof stuffing in her mouth. In her haze, Penny closed her eyes and sucked on Stick's hoof as though it was her lover's shaft. Of course, the swell of magic that raised within her went unnoticed, particularly when the gripping passage broke Stick's attempts to fight off her own orgasm.

It was like Stick grew inside her, her shaft swelling up rapidly and then a second orgasm, triggered by the hot rush of magic and seed, left the lunar mare whimpering and tossing her head at the intense feelings. The little voice inside, it tried to tell her that feeling this good was wrong, bad. It was a lost fight.

Time passed, They were still connected and Penny felt every twitch and squirm her lover made. It felt so good now, 'too good', the voice inside insisted. Penny ignored that voice even more now.

Penny was past the gasping, breathlessness. Stick had held her tight through that, keeping her safe and snuggled close.

"That… wasn't as terrible as I thought it would be." Penny rubbed her cheek against the changeling, now once more a mare. "I was so scared, I thought it was meant to hurt, the first time?"

Stick laughed at this and shook her head. "I don't know what you heard, or did, as a human, but here there should never be pain."

Penny blushed a little. "Did as a human?" She booped Stick on the nose playfully. "Silly changeling, you were my first."

Stick looked absolutely shocked. "First… but, I thought you meant first here… like 'first' first? Ever?" Penny nodded and kissed her partner. "Well, how was I?"

Penny shook her head. "Best I have had so far."

This earned a kiss on the nose that had the lunar unicorn laughing happily before something occurred to her. "I might have a foal, from this." She didn't sound sad, to Stick's delight.

"We might."

"'Might?'" Stick tilted her head and gave her hips a wriggle. Penny only moaned in reply and ended up getting kissed again. "How about this time we do it the pony way?"

It was hard to focus on words, but Stick seemed to make herself known to the slightly addled mare. "Pony way?"

Stick moved, she pulled down and up and Penny moaned loudly as she was very suddenly empty. "Yes, pony way. On the floor or bed, but you need to be on your feet."

This had Penny moving, she rolled, getting wobbly legs under her. There was still the big towel on the bed that they used to protect it, but she could feel her lover's seed slide down one of her legs. It made Penny feel so very dirty, in a very, very good way.

"See? And everypony said you can't train a pony to do what you want them to." Stick leaned in and licked her mate's thigh clean, at least of the biggest runnel.

"Train? What do-" Penny looked over her shoulder just in time to see a grinning Stick mount her. Something about the feel of her mate's chest sliding up her rump drove Penny to a whole new level of need. Her tail pushed instinctively to the side.

"Yes, train. Admit it, my delicious snack, you offer yourself to me in every way you can. Do not fret though, your wanton display pleases your queen." Penny had been about to contradict Stick's teasing when, with a touch of magical guidance, Stick found her oversensitive passage. Penny could push back properly this time, and she did. She felt Stick work further up her back and she could only moan and clutch at the thick pony shaft, eyes closed as she tried so desperately to tell her mate that she loved her. It came out in grunts, in pants, in moans, but Stick didn't need to hear the words, she felt every bit of it.

Their lovemaking was shorter, more frantic, but no less loving. Stick could feel her end coming on quickly and, without even thinking about it, leaned in and clamped her fangs at Penny's neck. The mare under her bucked hard, shifting and even kicking in struggle as Stick held on and, with an extra stretch, leaned into Penny metaphysically, drinking from her as both of them climaxed.

The world shook for each. Penny could feel both trapped and honored, her mate holding her with every intent to control her, force her to feel even more. It worked so very well that Penny almost blacked out. When the rushing torrent of seed began to pump deep into her, magic welled up between them and exploded inside the mare.

Stick bit harder, her body shuddering and bucking, she had no real control over either of them, least of all herself. She was washed in Penny's love and lust, it soaked her in a way that not a single non-changeling could understand. Her own mind fled for a bit as she just held on and rode out both orgasm and mare.

The pair crashed when Penny's legs gave out. Stick let go of Penny's neck, fearing to harm her in the fall. As they lay there, Stick let her flames take her 'male' form away. It was an odd sensation for Penny, particularly since that flame actually rushed inside her and robbed her of her fullness. At least, the fullness from the shaft, she still had a belly full of Stick's 'love'. "You were smaller that time." Penny nosed at Stick, who blushed. "You were I… what is so funny?"

Stick had broken to giggles, falling to her side in the bed and then onto her back to roll a little in place.

"What? What's gotten into you?" Penny poked at Stick's side, getting a laugh and a return poke from one of the changeling's hooves. "Okay, that was a bad question, and I am sure you have a terrible reply, so lets just assume all is said and done and go get food."

This was very agreeable to Stick, who, with one last squirm on the bed jumped up and to her hooves but, when Penny made to get dressed, she quickly led her partner off to the bath. "New to being a mare, my mare, does not exempt you from cleanliness."

Penny blushed all the way as she was shown, for a second time since coming to Equestria, how to take care of her body's needs.

Clean, dressed in a shawl, Penny made to lift her bags on to her back but Stick lifted them back. "Not today, today is relaxation, just my mare and me."

This earned the changeling a kiss on the cheek and with high moods they made their way from their room and the castle.

"Penny, Stick. Good to see you." It was Sharp, the stallion having found some rest the previous night, now back at work in less magic-focused things. "Going out for a walk?"

Stick nosed at Penny's jaw and nodded. "My mare needs some food, as do I."

The phrase, as it was spoken, got a nod from Sharp but an odd look from the other guard. "I thought changelings fed off ponies?" He had spoken without meaning to, the relaxed chatter from the more experienced Sharp having derailed his normally stoic demeanor.

"I do. When Penny eats a meal, I eat from her." Stick's reply seemed satisfactory to the stallion, but now that they were talking, more questions tumbled out.

"Does it hurt?"

Sharp laughed and shook his head. "I am told she fed lightly from me, with permission." He was quick to defend Stick's action. "Didn't feel a thing. Might be different if she really drank though…"

Penny remembered what the rogue changelings had done, suddenly wondering if Stick would have even tried her own mental fangs if she hadn't had that happen. "It can hurt, if they are mean about it. Stick would never do anything to hurt me, or anypony."

This got a happy nod from the younger guard, but a raised eyebrow from Sharp. The stallion had of course seen Stick defend Shining.

"Oh." Stick quickly turned the conversation back to their present mission. "Either of you know where two mares could find somewhere to eat that is nice? Bonus points if they serve fish."

"Nowhere serves meat." Sharp shook his head, as if that were a silly idea anyway. "But the Crystal Cabin does a great spread for lunch, you should be right on time for that if you don't hurry too much."

Penny grinned, the name of the place springing back up as where she had been told to go by another guard. Just as she was about to thank him, Stick replied. "Then my mare will soon be there. You off duty soon?"

Sharp nodded and gestured to the other stallion. "After Cadance took your books back, I don't really have anything pressing, after lunch we are both off."

This reminded Stick of the books and her cut-short learning from them. She had worked out two spells, but adapting unicorn spells to changeling magic was annoying and a slow process.

"We may linger there, if you want to drop by and chat. I need ideas for a few things to buy my mare." Stick's words got a little jolt from Penny. Before the unicorn could complain Sharp nodded.

"Of course, being around you two is certainly a full time job for one guard, and never boring." The words seemed of interest to Stick, but she was clever enough to hide her thoughts and instead lifted one hoof, bearing a single hole, to clop it against the guard's.

"See you after I have stuffed Penny's belly!" Stick grinned and turned.

"Sometimes," Penny began, as they were walking off, "I really hate you… damn that was terrible."

Author's Notes:

And here we have two loving ponies in their natural habitat. Emphasis on the 'loving'.