Penny woke, warm and snuggled. The sensation of a third pony in her bed was a mild surprise, until her mind worked properly and she remembered. She was pressed between the pair, her changeling mate on one side and her best friend on the other. It had been shaky at first, trying to work out who or what might happen, but in the end they had just cuddled and curled up together.

She had time before the pair woke, it seemed. She wouldn't move and disturb them, either of them. But she got an idea. Starting with the smallest trickle, Penny began to channel. She had to focus her thoughts, she didn't want to exclude her feelings for either in this. Her devotion and love for Stick, everything about the changeling made the joy inside the lunar mare just burst and fizz. She looked over to Hay. It was a new experience, this love for her. It was young, untempered by the experiences she had been through with Stick.

Slowly, she fed her magic through the emotions, letting it bait the hook. Stick stirred first and Penny felt her, still wrapped in whatever dream her lover was experiencing, reach out with her mental bite and latch on. Penny loved it when she was a little rough, like this, she wasn't really sure why, but it just felt good to her.

Hay took more, she wasn't experienced in feeding, and it hadn't become a full instinct for her. But after a little more energy was expelled Penny felt a matching grip from the other mare, although hers felt completely different. There was no sharp fangs, no grip, Hay just fed like a filly would suck a milkshake through a straw.

Penny closed her eyes, feeling absolutely serene in the moment, letting her two closest friends, one of them her lover, enjoy her gift.

She hadn't felt when Stick woke but she did when Hay did. The mare opened her eyes wide, jerked a little and almost let go of Penny. There was a little instinct there, the lunar mare noted. "Good morning." Penny didn't open her eyes still, knowing that both the other mares were awake.

"You." Stick leaned in and set her physical mouth to work with kisses. It took a few before she came up for air. "Really know how to wake a changeling up."

Hay nodded, pressing her head down on Penny's back. There was some whispering going on and Penny felt her ears swing around and try to focus on it.

"I might just duck out, I want to visit mom today. She must be in quite a state." Hay stretched, her grip on Penny's emotions softening and finally, with a deep sigh from the mare, releasing.

Penny tried to get up, to wish the mare well on her trip when a voice behind her, deeper than usual, gave a little growl. Penny turned to see the oddest thing, it looked like a mix between a gryphon and a lunar pony. Big bat wings and a beak the first features the unicorn noticed. "Rrrr, come 'ere my filly." Penny giggled as Stick-the-hippogriff pinned her down.

The mare squirmed under Stick. "No! Oh you vile beast, unhoof me!" Penny couldn't stop a tiny giggle, she was no actor but a playful Stick was, apparently, the best of motivation.

Wings flared wide above Penny and she managed to scoot out from under Stick only to look back in wonder. She looked amazing. Her beak partially opened, wings spread above her 'prey'. A tremble of excitement ran through Penny as she managed to get her hooves under her and turn. "I must get away before I am savaged!"

She got exactly two steps, barely off the bed, before Stick was atop her. The struggle in her intended 'victim' was every bit as 'token' as the worst of naughty books would imply and Penny could feel Stick's excitement. Claws gripped around her midsection, grabbing careful of their foal, but quite secure nonetheless.

"I have you now!" Stick bore her weight down instinctively, forcing Penny's front legs to fold under her and the mare's rump to be pressed firmly into the hippogriff's groin. Penny could feel the heavy shaft, growing bigger by the moment, feeling so very big as it stretched up her back.

A shudder ran through the unicorn and she turned her head away, eyes closed. "Do your worst, beast, I will not be swayed!"

Stick snapped at Penny's neck with her beak, not breaking skin but getting a good grab of mane. Pulling back, using her magic to line up just right with Penny, Stick set the length, shaped like a pony shaft, right against her mate's damp slit. There was no contemplation in either of them for how ready Penny was, they were each too caught up in their game and the pleasure. As the hefty bell-end started to press inwards, Penny's mouth opened in a silent moan, eyes screwed shut as the larger than normal shaft drove down.

Penny whimpered a little, Stick worried a moment she may have gone too far until the mare's voice gasped. "Never… break… me… monster…" The game was still ahoof and Stick arched her wings down and around Penny, darkening the mare's world as she tried to get all of herself into her in the first stroke. The medial ring was the tough bit, but just as Stick was about to back up and try and shove past it Penny bucked her flank up. Stick's beak was gasping and wide, the thick griffon tongue hanging out to one side, her mate had stolen her breath and thought for a moment, and the changeling adored it.

Lost in her own, overstuffed world, Penny was still hungry for all the changeling would give her and, as she started to get used to having the big shape inside, tried to quip another line. It took three goes but at last she settled her vocal cords enough. "I won't give in… you can't take me fully… my fertile belly cannot be… cannot… oh you can't quicken my womb!" It took a few goes, but Penny admired the struggle as much as her words.

The defiance in the mare under her, fake as it might be, stirred Stick back from her stupor. "You think you can hold me from putting my chicks in you?" Stick grunted and pushed forward, her hips driving more of the big length into Penny until, at last, her thighs found themselves against the mare's rump. It felt good.

It felt so very, very good. Penny stretched out, her rump pressed solidly back against Stick, but her neck tilting so her throat was pressed to the floor, her forelegs splayed out beside her head. "Can't… you won't… oh damn it Stick, get moving, I want to feel you move in me…"

The illusion trembled in Stick's mind, but she could forgive Penny breaking character, particularly in the way she did. "Naughty filly, gonna fill you so far you will leak for a week!" And with the words Stick drew her hips back, pulling, making Penny fight not to be drawn back with her and struggle to create the friction she wanted. It worked right up until the medial ring got stuck.

Feeling the hefty ring stuck inside her only made Penny more excited, her body trying to push back on its own to reclaim all the shaft. But at her sides Stick's claws had a good hold and she was denied her prize. For a moment.

Stick thrust forward hard, her mind relaxing, letting her body do what it craved. She drove herself deep into the mare again, and again, Penny was trembling and gripping hard to the floor to keep herself from being pushed along with each mighty thrust. Everything was tight and full, each thrust an agony of pleasure that soon had Penny grunting and whimpering alternately with each thrust and withdrawal.

It didn't take them long, Penny seemed to go rigid under Stick, the mare trembling and bucking suddenly as her body took all control or restraint from her. The action gave Stick something she needed, focus. Gripping tighter, she resolved that she would see how many times her mare's world would shake.

Penny felt as if every fiber of her groin, her belly, neck and even her nose was on fire. She pushed her face into the floor to muffle the sound of her deep moan as she gave in to the pleasure. Stick slowed down and although it didn't stop her climax, it did draw it out. Her mind was a little detached, but she could tell Stick hadn't reached her end and, amazingly, was still pounding her.

Again and again the changeling-hippogriff's body drove home, again and again she drew back and bared half her shaft to the air before repeating the cycle. "You will beg to carry my eggs!" She barely got the words out between gasps, her throat was oddly sore considering she hadn't really been vocalizing, herself.

The words brought Penny back to the moment more surely than anything else could. She smiled as that big piece holstered again and again. Her body was still oversensitive from her orgasm and she knew that if Stick didn't get her release soon-

Thinking stopped for the mare, her body barely trembled this time as the pleasure overwhelmed her completely. A low moaning sound started as she clamped down again and again, she needed her mate to finish, to fill her. It was no longer just something she wanted, it was something her body needed to survive.

The added tightness nearly stole Stick's resolve, she knew full well that Penny would be a wreck by now, that the poor mare would be ready to be done with this. But there was one more climax the changeling wanted to gift her with. Pulling back, giving an extra sharp tug, her medial ring pulled free and Stick crowed in true fashion as her length was jerked free completely. Below her, Penny whimpered, her rump still in the air.

Penny was crushed, she was at a mid-point between release and she really had to have another. She looked back, her eyes barely focusing on the rampant hippogriff behind her. All she could do was whimper needily up at her mate.

Stick almost gave in, almost plunged herself back into that depth. Her mate begged for it, but she had another idea. Stepping forward again, belly pushing up onto Penny's rump, the changeling lined herself up not with the girl's slightly gaping lips, but with her tailhole.

In her haze of need, Penny felt the touch in the different place. It felt odd to her, but another part of her was excited at the thought of it. She trembled, whimpered, but Stick didn't make her mind up for her and, at last, Penny pushed back.

The feeling as her mate started to impale herself in a whole new way sent a shiver of delight through every part of Stick, not the least the hefty tool breaching her mate's sphincter. The changeling that adored dominating her lover, the changeling who liked to cuddle, the changeling that loved to see Penny riding her, they all agreed that this was about the hottest thing ever. Stick began to lean forward.

Eyes wide now, Penny's mouth was open, her tongue stuck in the corner of her lips, her mind not making much sense at all as she felt her love work deeper and deeper, the hefty coating of fluids making the initial entry smooth and the continued spilling of pre-ejaculate making sure the passage was smooth.

In the end, Stick didn't even get her medial ring in. Her body was overwhelmed not just with how good it felt to be in this even tighter passage, but her mind was on fire with how much trust Penny laid at her hooves. Her hips bucked and a tremble ran through her, her body shoved forward hard and forced the medial ring into Penny's rear. The thrust was joined by another, and then another, then finally Stick's body gave up and climaxed.

Penny was almost serene in this new experience. Her slit was aching to be filled, but she got all the filling she needed in her rear. The sharp force of repeated bucks, the thick medial ring pushing in, it excited her so much that when a hot rush of fluids started to fill her colon, the mare lost herself into her third orgasm. Time itself seemed to stop as she slumped down to the floor. The hippogriff on her back slumped down with her, driving another inch home in the process as they ended up in a pile of twitching, moaning happiness.

It was a long time before either could talk, neither made a move to part themselves from the other. "My ass? Really?"

Penny felt Stick nod on her back. "Such a good mare… you get my butt-chicks." A wing patted the unicorn's shoulder and Penny couldn't help but laugh at the joke. Of course, working her diaphragm meant she felt all that hippogriff shaft shift, and the load it had delivered too. "Ohh, ready to go again already?"

Stick's question drew a grunt from Penny. "Maybe, but you are driving and use the right hole this time… also, clean up first…"

"Of course, my naughty filly." Stick's words made Penny blush, despite everything they had just done.

Author's Notes:

Despite how naughty the two were, that was really sweet to write.