“Welcome to the Crystal Empire, Thorax.” The changeling glanced up at the stallion who but a few short minutes ago had been trying to track him down with a hint of fear in his eyes. “I’m sorry we didn’t take the time to get to know you. Maybe we can change that now?”

Thorax immediately perked up. Maybe he could becomes friends with these ponies! “That’d be so amazing! I want to know all about friendship, and maybe one day I can take that knowledge back to the Changeling kingdom! If my kind learn how to create love from one another, maybe they wouldn’t have to take it from others!”

Cadance smiled. ‘Now there’s a thought…’

One of the nearby guards lifted his hoof and proudly proclaimed, “To Spike the brave and glorious!”, resulting in the rest of his compatriots shouting out in a cheer as they mobbed the tiny dragon and lifted him into the air. Cadance watched with pride as they hoisted Thorax into the air as well, and as the guards began bouncing the two around in jubilation she turned towards Shining and smiled. “Well, isn’t that something?”

Shining chuckled. “Yeah… Can’t say I expected to become friends with a changeling today!”

The two watched the sudden bout of celebration in a happy silence, each with a warmth settled inside their chests that made them want to jump up for joy. It wasn’t every day that you made a new friend, even less often one you thought was your mortal enemy, and both Cadance and Shining were more than content enough to bask in the glow of love radiating inside the room.

Like most things in life, however, the guards' celebration eventually came to an end, leaving a grinning Spike and Thorax standing in somewhat of a daze as various ponies tried to ask them various questions about various things. How had they met? What was life like in the hive? How many licks did it take to get to the center of a tootsie pop?

The changeling certainly seemed overcome by it all and, feeling sorry for him, Cadance stepped forward with Flurry Heart in tow. “Ahem, guards? I would ask that you please give the honorable Thorax from space. I’m sure he’s quite overwhelmed right about now.”

A murmur of sheepish agreement came from the group of armored ponies, and as they stepped away from their newest guest the changeling gave Cadance a nod of thanks. “Th-thank you, Princess Cadance…”

Cadance smiled as Thorax gave her a bow. “You're entirely welcome, Thorax. Though, you can just call me Cadance. We are friends, after all.”

Thorax quickly ended his courtesy with a green blush burning up his cheeks in embarrassment. “Oh, yes, sorry Prin- I mean, Cadance.”

Twilight walked up beside the changeling and gently placed a hoof on his shoulder, though Cadance could tell the mare was barely holding in her excitement over acquiring yet another friend. “I can’t wait to tell you all about friendship, Thorax. There’s so much to learn! For both of us!” Cracks began forming on the dam holding her passion back, causing the mare’s speech to quicken as time went by. “You can tell me what it’s like being a changeling! Just imagine the two of us, sitting by the fireplace reading books and telling stories about the hive! Ohhh, I can’t wait to hear all about it! Maybe I’ll write it down and make a thesis on it! Well, of course I’ll write it down, it’s not every day that you get to meet a changeling, and it’s even rarer to have one actually want to-”

Thorax took a step back, completely unprepared for the onslaught that was Twilight in full-on learning mode. It would be Shining who would come to his aid this time, and after shushing his sister up with a well-placed hoof against her lips he turned to Thorax and gave the changeling a smile. “Heh, uh… Sorry about my sister, Thorax. She can get a little… passionate about learning…” Twilight backed off with a blush as Shining continued with a somewhat devilish gleam to his eyes. “I would like to mention that I really meant what I said; I really would like to get to know you better. So, how about you, me and Cadance head someplace a little more… private. “ For some reason he shot a heated glance Cadance’s way and, perhaps even more mysteriously, Cadance gave him a sly wink in reply “You know, chat about stuff, get to know each other better… Friend stuff!”

Thorax didn’t look like he could be any happier with the offer. “Oh! That sounds great!” He turned towards Spike and extended a hole-riddled hoof. “Thanks for everything, Spike. Really. You really are the best friend a changeling could ask for!”

Spike sheepishly ground a foot against the carpeted floor. “Aw, shucks! You’re gonna make me blush, Thorax!” Taking Thorax’s hoof and shaking it, Spike turned towards Twilight and gave her a smug-looking grin. “See that, Twilight? Maybe I should have been made the Princess of Friendship, huh? Spike the Brave and Glorious, Master of Friendship!”

Twilight rolled her eyes and smiled at her assistant. “Yeah yeah… You did really good today, Spike, but don’t let it get to your head. Now, how about we go out and celebrate with some of those Crystal Cupcakes you said you liked.”

Spike immediately forgot about supplanting Twilight as the Princess of Friendship. “Ooh, Ooh, can we get the ones with the turquoise flakes? Those were amazing!”

Twilight smiled. “Sure thing, Spike.” She turned towards Cadance and nodded her head. “Well, I guess we’ll be heading out. See you two later?”

Cadance returned the nod. “Oh, of course! See you soon!”

With that, Twilight, Starlight, and Spike walked out of the room, talking amongst themselves about Crystal Empire confectionaries and newly found friendship as the large, ornate doors closed behind them. Which meant they never noticed the smiles Shining and Cadance shared as they were left all alone with their new changeling friend.

‘Got ‘em…’

“...what about comic books? Did you guys ever have those?”

Shining, Cadance, and Thorax, quite an odd grouping if you hadn’t seen the events in the throne room, had retreated to the royal couple’s grand bed chambers to have a little chat. This had mostly been Shining asking the changeling about menial things like “Do you guys play sports?” or “What’s your favorite heavy metal band?” which, with changelings not knowing the concepts of sports or music, Thorax had either answered with a confused tilt of his head and a shrug of his shoulders or, in the case of his favorite heavy metal band, a bewildered muttering of the word “Lead”.

Thorax’s head tilted in confusion. “Comics?” He shrugged his shoulders. “Sorry, can’t say I know what you’re talking about.” He glanced over towards the door Cadance had disappeared behind some time ago. “What happened to Cadance? Is she planning on comic back soon?”

Shining smiled. “Oh, she’s just tucking Flurry Heart in. Little rascal is always a challenge!”

Just then, the door to the bedroom swung open to reveal Princess Cadance, stripped of her regalia and hair still somewhat damp from an apparent shower. The mare confidently strode into the room, eyes locked on a flabbergasted Thorax’s, and she sensually made her way over to the bed to sit next to him with a noticeable sway to her hips.

It took a moment for Thorax’s brain to reboot, but as it did he shook his head and blushed a bright-green blush. “Oh, wow! You’re so beautiful! There’s…” His eyes widened as the Alicorn laid a hoof on his inner thigh while spreading her own hind legs, and even though he averted his eyes as best as he could he couldn’t help but take a peek between them to see the carnal treasures they contained. “There’s so much... LOVE around you…” He tried to back away, scared of what he might try to do as his instincts began to take over, but a strong, firm hoof from Shining Armor stopped him in his tracks. “I… I… Argsssahh!”

Cadance, surprisingly, didn’t so much as flinch as a hissing changeling was suddenly right in her face. Even more surprising was that, rather than scream or back away, the Alicorn of Love was actually smiling.

“There you go, Thorax…”, Cadance whispered as she scooched closer towards him, “Let it all out… I know you must be absolutely starving…”

Thorax fought against Shining as best as he could, pushing and squirming against hooves that seemed forged from steel. It seemed his efforts would be futile, however, because as the burning need in his gullet grew into a raging inferno he felt his mind descend into a daze.

Cadance reached over and lightly grazed his cheek with a hoof. “C’mon… Give it to me…”

And then he snapped.

With another half-hiss, half-snarl, Thorax leaped from his seated position on the bed just as a smiling Cadance laid back and spread her hind-legs as far as they could go. Like a magnet against metal Thorax felt pulled towards the Princess’s love-soaked lower lips, and with a carnal yell of delight he shoved his chitinous muzzle against her pussy and began feasting on succulent insides in an attempt to quell the deep-seated hunger he felt inside.

Cadance’s hips lifted into the air as soon as the changeling’s long, forked tongue buried itself inside her snatch, and as the thin appendage began writhing around like an angry snake inside her body she let out a bellowing yelp of surprise. “Ooooohhh!”

Shining, casually making his way to a large lounge chair placed next to the bed, sat down and stallion-spread as he watched Thorax go to town on his wife. “Wow, look at him go!” He reached between his legs and jostled the heavy orbs hanging off the edge of the seat, causing the thick tower of dark pony-flesh just above it to slowly rise from its resting place within his sheath. “Guess he really did need some loving, huh?”

Cadance, back arching off the bed as she uncontrollably humped Thorax’s face, let out a series of breathy moans between heated pants of breath before she was able to reply. “I’d s-say so-ooooh!”

Thorax was, without question, one of the wildest partners Cadance had ever had the pleasure of being in bed with. The changeling appeared to have been driven mad by his hunger for love, resulting in a vicious assault upon her defenseless marehood that left her unable to do anything but writhe and moan atop the bed. Lewd slurps and slips echoed off the crystalline walls of her bedroom, creating a cacophony of obscene noises that stoked the fires of lust burning between her legs.

Thorax’s tongue… Oh, that tongue! It was unlike anything she had ever experienced! It was so much longer than a pony’s, and while it wasn’t as large as, say, her husband’s impressive stallionhood, the way it could bend and curve inside her body was quite simply mind boggling. The changeling even took the time to pull back and lash at her clit with a series of striking licks of his tongue, going so far as to wrap the serpentine length around the bundle of nerves and give it a nice tug to really shock her to the core.

Cadance weakly turned towards Shining as Thorax once again shoved his tongue inside her body, eyes half-lidded and glazed over with bliss. “Sh-Shiny… I’m g-getting c-close…”

Shining looked surprised for a moment, though he continued to slowly rub his now fully erect shaft like he was absentmindedly petting a cat in his lap. “Wow, that quick, huh?” His horn lit up as he grabbed a small bottle from an end table by the bed. “Guess I better get ready then…”

Popping the top off and flipping the bottle over, Shining drizzled a long line of thick, viscous fluid over the top of his shaft. The liquid flowed over the flat, blunted head of his flare, pouring over the sides and flowing down his shaft like numerous streams of lava coming down a mountainside. Once he felt he had enough he tossed the bottle aside and began massaging the lube into his rigid member like a masseuse, causing his member to glisten in the light as he worked himself over.

Cadance, meanwhile, had begun to hyperventilate as Thorax drank down mouthful after mouthful of her succulent juices. The changeling had opened his mouth as wide as it could go to hold the plump lips of her pouting pony pussy in his jaws, teeth ever so gently pressing against the skin just below her teets and just above her anus, yet even that wasn’t enough to hold in her delicious bounty as streaks of her excitement dribbled down his chin.

Thorax didn’t seem to mind the messiness. In fact, he seemed to relish in it as he began pumping his tongue back and forth in a thrusting motion to dig out more and more of her liquefied excitement. The changeling was like a dehydrated pony led to water, savagely attacking the well of her pussy in an effort to relieve his thirst. Of course, with each tongue-lash against her inner folds, Cadance felt herself crawling ever closer to really giving him something to sate his thirst…

Shining ended his preparations with a pleasant squeeze to the base of his cock, driving the blood in his shaft up towards the flair to bloat it out obscenely. Jumping off the chair and landing on all four hooves, five, if you were looking from afar, Shining made his way to the bed and clambered on to join Cadance and Thorax. “How close are you, Cad-”

“AHH, FUUUUCK!”

Shining rolled his eyes at his wife’s outburst. “Guess that would be pretty dang close…”

Cadance saw stars in her eyes as her body rhythmically clenched in orgasm. Her legs had instantly tried to close around Thorax’s head in a weak attempt to drive the ravenous changeling away from her over-sensitive lips but, with a surprising amount of strength, he grabbed onto her thighs and shoved them back onto the bed. Without that, Cadance began frantically spasming on the bed as she tried to fight off the unbelievable amounts of pleasure pounding her brain into submission, pleasure that was only heightened by Thorax as he continued to eat her out straight through her climax.

Gush after gush of mare cum flooded the changeling’s mouth, coating his tastebuds with the Princess’s succulent honey as his deep-seated hunger finally began to relent. He had been taught in the Hive that mare’s exuded exorbitant amounts of love when brought to orgasm, but he had no idea that it would be this much! Perhaps it was just due to the fact that the mare he was lips-to-pussy with was the literal Princess of Love, or, with a thought that made him somewhat proud of himself, that he had done an above-average job in working her over.

Whatever the case, by the time Cadance’s spasms began to slow and her breathing began to calm, Thorax felt like a million bits. He pulled away from Cadance’s lap with a refreshed “Ah!”, streams of spittle and mare-cum dripping from his lips and chin as he surveyed the damage he had caused.

Which made his eyes widen in terror. “Oh, oh my gosh! I’m so sorry! I didn’t mean… I don’t… Please don’t-”

The sudden appearance of a big, white stallion beside him shut the changeling up, and as Shining Armor wrapped a foreleg around his shoulder and squeezed him against his cushiony, pony body he looked at Thorax with a strange sense of pride.

“Well, damn!” One of Cadance’s legs weakly kicked as she struggled to come back down to Equestria. “That sure was something, Thorax! I can tell we’re going to be real good friends…”

Thorax perked up. “Really? That would be great!”

Shining smiled. “Yeah. Great. But, for now…” Thorax’s eyes widened in awe as the stallion’s horn lit up in a vibrant pink, and then they widened even more as Cadance's body became illuminated in the same.

“Now, it’s my turn.”

Levitating his wife a couple hooves into the air, Shining stepped forward, flipped onto his back, and wriggled his way underneath her before gently letting the Alicorn fall back down. Enough time had passed for Cadance to regain her bearings, and as she felt her husband’s muscular chest press against her back she turned her head and planted a light kiss on his cheek.

Shining returned the kiss, this time on her lips, and as they separated he nuzzled the side of her face and whispered into her ear. “Ready, hon?”

“I was born ready”, Cadance whispered back, her voice laced with lust, “Let’s give Thorax a show…”

Shining nodded and, with well-practiced ease, hefted Cadance’s voluptuous hind-end and placed it precariously over his proudly pulsing penis. Thorax couldn’t believe it; just a few short moments ago he had been afraid for his life, and now he was going to get a front row seat to two ponies mating! Another lesson he had learned in the Hive was that when two pony lovers came together in such an intimate way, one could harvest enough love to feed dozens upon dozens of changelings with ease. And that was assuming that one of the ponies had been swapped out by a changeling!

Thorax waited with bated breath, ready for the head of Shining’s cock to pierce the outer gates of Cadance’s marehood and for their mating to begin. What happened instead confused the changeling to no end; for some reason, Shining lifted his wife even further into the air, placing his cock between the doughy cheeks of her ass. It was if he was planning to-

Shining let his wife drop into his lap.

Thorax’s mouth fell agape as all twelve-plus inches of the Prince’s cock disappeared into Cadance’s body, the thick, pink lips he had expected the stallion to use sitting completely untouched between her outstretched legs. The only thing left of Shining’s junk was the pair of plump, black balls that now sat against the cheeks of Cadance’s ass, and if Thorax peered closely enough he swore he could see a small lump in Cadance’s lower stomach that hadn’t been there before.

Cadance moaned as she got used to the thick stallionhood shoved up her ass. While she had plenty of experience with her husband’s tool of pleasure, there truly was no way to prepare oneself for the girthy rod of throbbing lust. Once the barely noticeable tinge of pain had faded into the back of her mind, Cadance turned towards Shining and gave him a small nod to continue. “Go ahead, my love…”

If watching Shining’s cock disappear had been amazing, watching it re-appear was something else entirely.

The puffy rim of Cadance’s ass hugged each inch of her husband’s cock as it slid from her depths, distending ever so slightly as it begged him to stay inside. The stallion’s length would not be denied, however, and before long the wide band of his medial ring slipped out of her with an audible pop.

Shining grit his teeth as he felt his wife’s ass clench down on his dick. “Mmph… Still as tight as ever, Cadance…”

Cadance shivered as he began to push his shaft back into her body. “Ooh… I think it’s more to do with your size than anything, Shiny… Celestia above your big…”

Shining chuckled, and as soon as his balls tapped her in the ass he reversed direction to pull himself back out. Before long he had built himself into a rhythm, the lube doing its job in making sure both ponies enjoyed the tight penetration. And, if that weren’t enough, tiny rivulets of juice began leaking from Cadance’s marehood, dribbling down to where her ass sat speared on her husband’s cock to further lubricate their fucking.

After a couple dozen passes in and out of Cadance’s ass, Shining paused with his cock hilted inside her body, spread his legs, and glanced over his wife’s mane to look at the still-stunned changeling sitting at the foot of the bed. “Well?”

Thorax shook the cobwebs from his head. “H-huh? What?”

Shining smirked. “Well? Aren’t you going to join in?” Reaching between his wife’s legs, he used both his hooves to spread apart the petals of her flower to show off the bright pink folds of flesh hidden within. “I see a nice, warm mare pussy that could use a little dicking right about now…”

Thorax didn’t need to be told twice. With his hunger for love sated, at least for the moment, he found his head was completely clear as he walked up and over Cadance’s prone form. There was no hissing, no teeth-baring, just one changeling that just so happened to have a painfully erect cock between his legs and one mare that just so happened to have a place for him to put it.

Cadance, blushing as she felt her husband’s cock flex inside her ass, gave Thorax a warm smile as she saw a little bit of concern written on his face. “Don’t worry about a thing, Thorax.” She reached down and wrapped a hoof around his shaft, causing the changeling to shiver and hiss as she ground the head of his cock against her cunt. “Just go ahead and-”

The wide flare at the top of Thorax’s cock suddenly slipped inside her body with a lewd-sounding slurp, and before she even had a moment to comprehend the fact that she was being fucked in both holes at the same time he had pushed the rest of it past her fluttering folds to kiss at her unguarded cervix. “Ooohhh my… Mmph…”

Shining took that as his cue to continue, and after giving Thorax a sly nod and wink he pushed his hips down against the bed before suddenly thrusting up into his wife’s ass. The sound of their flesh slapping against each other reached Thorax’s ears before the wave of force produced by his thrust could reach his cock, and as the stallion gave him another wink he realized what he was supposed to do.

Shining and Thorax began fucking Cadance in earnest, rocking her back and forth between them as they relentlessly pounded both of her holes into submission. She became like a pendulum between them, sinking into her husband’s chest whenever Thorax thrust between her legs and floating up into the changeling whenever her husband slammed his hips into her ass.

And Celestia above, did she love it!

In fact, in what somehow felt like a matter of seconds and hours upon hours of time later at the same time, Cadance began to feel the familiar pangs of yet another far-off orgasm gradually making its way towards her. She glanced up at Thorax, watching him with half-lidded, glazed over eyes as the changeling’s own sat clenched shut in concentration. Just the sight of her former enemy panting in bliss above her was nearly enough to send her over that edge, and for a moment the world was reduced to nothing but the three of them on the silken sheets of her bed.And then she looked between her legs, and the sight of Thorax’s foreign cock plunging into her depths was the straw the broke the camel’s back.

Or, in this case, the sight that shoved Cadance into her second orgasm that night.

Vision fading to white as her mouth opened in a silent scream, Cadance felt her pussy clench down on the solid rod of changeling cock speared inside her body in an attempt to milk it for all it was worth. She heard Thorax moan as if he was some distance away, and as soon as she felt his shaft flex inside her body she realized that he, too, had entered the euphoric realms of climax alongside her. She shivered as she imagined his changeling cum filling her womb to the brim, leaving his mark inside her body in the basest form possible.

“Cadanccceee…” Thorax hissed as his balls continued to pump liter after liter of cum into her body. “OoooOOOooohhh…”

Shining, teeth clenched as he continued to ram his wife’s ass, glanced at the changeling and smiled at the look of bliss on Thorax’s face. “Yeah, that’s it… Fill her up good…” He slammed his hips up against Cadance, slapping his balls into her ass with a mighty clap that rang in his ears for a second. “I’m right behind ya…”

Shining wasn’t kidding, for as soon as he finished speaking he suddenly began fucking Cadance with a series of rapid-fire thrusts that rocked her body around his lap like a rag-doll. And then, with his most powerful thrust of the night, he buried himself to the hilt inside her ass and, with a bellowing moan, he felt his balls clench up as he, too, began blasting Cadance’s insides with a fresh batch of cream.

Thorax, startled by the sudden yell, backed up enough to pull his still-throbbing cock from Cadance’s already-full marehood with a loud slurp sound. He could do nothing but stare in horror as thick lines of greenish semen continued firing out of his shaft like a cannon, painting the Alicorn’s pink fur in seed from her chest all the way down to her thighs. Some even splattered down onto Shining’s big, black balls, and, either following the changeling’s idea or just as a simple coincidence, the stallion pulled his mighty shaft from Cadance’s clenching rectum to join Thorax in basting his wife with cum.

Eventually, however, all three of their orgasms came to an end, leaving them feeling a mix of lightheadedness and a happy tiredness that came from a good night’s fucking. In fact, as Shining glanced down at his now cum-covered wife, it appeared as though the sensations had been too much for Cadance to handle as she slumbered against his chest with a wide smile on her lips.

Shining lovingly smiled at his wife before glancing towards Thorax to give the changeling a big hoofs-up. “Nice job, Thorax.” Carefully picking her up in his magic and placing her beside him, Shining rolled over to the side of the bed with a spring to his step. “Damn, that was something else!”

Thorax chuckled, meekly, and joined Shining at the edge of the bed. “So, uh… Does that make us friends?”

Shining chuckled. “Well, yeah it makes us friends!” He playfully nudged the changeling in the shoulder. “Trust me, I don’t let just anypony fuck my wife!”

Thorax smiled as the stallion laughed beside him. “Wow… My second friend…” His head tilted to the side in thought. “Who knew making pony friends would be so… physical!”

Shining gave him a big, dopey grin, still somewhat light-headed from the experience. “Yeah…”

Thorax continued, deep in thought even as the stallion collapsed next to him, asleep. “Well, I guess that means I’ll have to go fuck that Twilight mare so we can be friends too!”

Without ever glancing back towards the bed, Thorax marched out of the room with a big smile on his face, ready to go out and “make friends” with as many ponies as possible!

Author's Notes:

Man, now I want to go out and make some new friends, too!