Author's Notes:

Chapter contains:
TF/TG, Tentacles, lactation and otherwise vanilla sex

Thunderlane slung his bag over his shoulder, The Wonderbolts Headquarters behind him. He might've been in the reserves, but he still took pride in his job. The downside, after a day of flight training, the long flight back home to Ponyville was always a chore.

Spreading his wings, he took to the sky. A few other bolts waved him off; a gesture he returned amicably. There were some days he wanted to move to Cloudsdale and cut down on his commute, but Ponyville had been good to him and his little brother. He may not have some fancy necklace like another bolt he could think of, but loyalty still mattered to him.

His trip back was slow and leisurely, and after a moment of thought, he decided to take the scenic route. The Everfree sprawled out below him, the trees so thick he could only gleam an infrequent look at the forest floor. He grinned feeling one of the random thermals the Everfree was famous for lift him higher. He might’ve been apprehensive about the forest itself, but from the air there was an odd beauty to it.

Acting on impulse, he dropped his altitude, skimming the trees. A dangerous thrill ran up his spine, only encouraging him. He started to laugh, performing corkscrews and tight loops to only add to the danger. His fun came to an abrupt stop as something wrapped around his leg. His eyes widened in panic and his head shot down to take a look at what it could be. He felt a bit of relief when he saw it was just a vine. He steadied himself in the air and attempted to remove the vine.

Another vine lashed out, wrapping around his arm. Another and another shot out of the treeline, wrapping around Thunderlane’s limbs. He struggled against the vines and tried to fly away. His escape was short lived as two more vines snaked up and constricted his wings. He could only struggle as the vines pulled him under the treeline. His back slammed against a nearby tree and he grunted out in pain.

“The hell is that?” Thunderlane shook off the pain, his eyes widening as the vines dragged him to a rather ugly looking, curled up flower. It opened upon his approach, quickly reclosing around him. He renewed his struggle, shouting in the vain hope someone could hear him. He gagged, one of the vines forcing its way into his throat. The urge to retch rose up within him as an odd sap started to drip down his gullet. Another vine wrapped around his neck, coaxing him to swallow the fluid.

His panic rose as the fluid coated insides of the flower started to burn away his clothes. It lessened, only slightly, as it seemed to leave his fur and skin alone. A soft moan escaped him, as another vine, rather different from the others, latched onto his exposed sheath. His eyes fluttered, oddly noting that the sap must have some sort of muscle relaxer in it. He could only weakly moan and twitch as the odd vine pulsated around his sheath.

It encompassed his growing erection, his body starting to feel hot and needy. A drunken haze descended over him, drowning out coherent thought. A dumb smile spread across his face, the growing warmth feeling pleasant. “Dat feels nice...” he lisped around the vine, moaning as the one around his dick started to massage him. His hips bucked weakly, hoping to enhance his pleasure. A dim part of him noted that he was in danger, but the haze drowned it out. He drank the sap willingly, eager to sample more of the wonderful substance. It was sweet, almost too sweet, but that didn’t matter to the dazed stallion.

As the heat built up in his body, he gave into the pleasure. He never even noticed when his body started to shift with each pump of his dick. Even as his balls started to tighten up and recede into his body, he drank the sap without a care in the world. Vines wrapped around his growing pecs, squeezing the soft flesh. A happy groan escaped his mouth, the vines crawling around his body and seeming to resculpt it like he was made of clay.

His moans increased as his pecs grew fatter, more and more resembling breasts. The vines squeezed and groped, encouraging further growth and further consumption of the sap. His mind only dimly noted that his moans were growing more feminine. Then again, what was there to worry about? Mares were great.

The vines tightened around his now D cup breasts, causing milk to spurt out. The flower started to lurch, something impacting it from the outside. He didn’t seem to care, drinking more and more. His waist cinched in, the vines tightening around his ass and thighs. His haze slightly lifted when light started pouring in from cracks forming in the closed petals. His eyes cracked open, finding a silhouette forcing the flower petals apart.

“Who dat?” Thunderlane wiggled his hips, feeling them flare out. His ass swelled, feeling rather nice as the vines tightened their grip. Through his blurry vision, he could make out a pair of antlers and a small horn between them. A changeling?

The heat intensified, and Thunderlane bucked his hips. He was close, oh so close! Whoever it was, they had to let him finish first. They just had to! That request was denied as a stream of magic tore through the vines, cutting him free. A pitiful whine escaped Thunderlane, the flow of sap finally put to a stop. He spit the vine out, desperately licking at his lips for whatever specks of sap were left. Without the constant flow, his head was starting to pound and his body felt like it was made of lead.

“Wh-who’s there?” Thunderlane slurred, his eyes desperately trying to adjust to the light.

“My names Pharynx,” the changeling replied, pulling Thunderlane from the flower.

“P-pha...ahh!!!!” Thunderlnade bucked his hips, riding out the best orgasm of his life. The vine that had been milking his rod fell away, leaving him with a dripping slit.

“You’re lucky I got here when I did,” the changeling noted, putting the former stallion over his shoulder. “Those flowers are nasty pieces of work. Some type of weird magic plant, sucks the masculinity right out of ya.” Pharynx glanced over at Thunderlane. “And you don’t wanna know what they do once they get ya to finish.”

“Mascu wah?” Thunderlane asked, trying to manage what felt like the worst hangover of his life.

“Turns guys into girls,” Pharynx said simply, starting to walk out of the forest.

Thunderlane frowned, trying to process Pharynx’s words. “Bah... I’m not a girl...”

“Okay, then try to find your dick,” the changeling challenged, a snicker escaping his lips. “And you got a rather nice jiggle going on.” Reaching up, he slapped Thunderlane’s left cheek. “Gotta nice bounce to it.”

Thunderlane gasped, his tail flicking indignantly. His hands shot down to meet the challenge, only to find no trace of his sheath. Instead, one of his fingers nearly slipped past his newfound folds and caused him to gasp again. “What the fuck!?” he managed to shout, panic breaking through his mental fog.

“Do you mind not screaming?” Pharynx asked, wincing. “That is right in my ear and hurts like a bitch.”

“T-take me back! Make that stupid plant give me my dick back!” Thunderlane ordered, desperately flapping his wings. “Listen to me, damnit!”

“The plant doesn’t give masculinity back, it only takes,” Pharynx replied, his grip staying strong. “That’s like asking to get a head of lettuce back after you eat it in a salad. Might be a plant somewhere that does the opposite but, good luck finding it. But hey, you make a pretty hot mare.”

“That doesn’t help right now,” Thunderlane grumbled, his flailing coming to a stop. “I liked being a guy. I’m not a changeling, my sex isn’t something I can just change on the fly.” He crossed his arms, stopping his new breasts’ infernal bouncing.

“Fair point, but there’s nothing you can do about it right now,” the changeling pointed out. “You should be glad you got out of that flower at all. Tell me, would you rather be braindead or a hot mare?”

Thunderlane shivered, licking his lips again. “That why it was pumping that stuff down my throat? Cause... it tasted really good...”

“Muscle relaxer,” Pharynx answered. “Puts a stop to any struggling and makes you not notice the shifting in your bone structure. Also why I’m carrying you. Your legs couldn’t take a step like this.”

Thunderlane nodded, testing out his limbs. It was like he was trying to swim through concrete. Pharynx was right, there was no way he could fly or walk in his condition. “Thanks, Pharynx. I uh, appreciate the save.”

“Ah well, my brother wants to make nice with ponies and nobody else was gonna reach you before your brain broke so, I figured I should do something about it.”

Thunderlane nodded, settling on Pharynx’s shoulder the best he could. “Still, it was cool of you. And I’m sorry for freaking out on you. Hey, how about I return the favor a bit? I can cook you up a meal as a thank you.”

Pharynx snorted, a smirk weaving across his face. “You sure you wanna a favor? What if I want to say... take advantage of that heat you just entered?” At Thunderlane’s horrified expression, he broke into laughs. “Relax, relax. A meal’s fine. Haven’t eaten a lot of pony food before.”

Thunderlane sighed in relief, laughing weakly. “Good one, dude. Shoulda figured. I mean, if you really wanted that then you would’ve done it by now. I’m in no shape to fight you off. And as for my cooking, I’ll be sure to pull out all the stops. I’ve been meaning to try out something new anyway.”

“Should probably get you to a clothes shop first,” Pharynx pointed out. “We can stop at that zebra’s place before we head back into town.”

Thunderlane shivered, a cool breeze going through the forest. “Good idea, lead the way.”

“This was not a good idea,” Thunderland grumbled as he slipped the loin cloth up his legs. “How does she wear such a small amount of clothing?”

As if responding to his muttering, Zecora called out, “My people have a saying: if you got it, flaunt it!”

“Ponies are too prudish for their own good,” Pharynx added, leaning on Zecora’s wall. “I don’t get it. She looks good, why not show off and attract a mate?”

“Yeah well, she didn’t have a dick!”

“Actually, she does have one,” Trixie corrected, pouring herself some tea. “The little hellion in my abdomen proof enough of that.”

“Does that mean you can change me back?!” Thunderlane pleaded, fumbling with the strap of cloth that barely covered his new breasts.

“Doubt it, that plant sucked every last drop of stallionhood out of you. Only thing you got left belongs to the fairer sex,” Pharynx said, shaking his head.

Somehow, Thunderlane managed to tie a knot that seemed like it wouldn’t come undone and groaned. “Great, just great.” He stepped out from behind the curtain, seeing no sense in delaying his trip home.

Pharynx whistled, grinning like an idiot. “Damn girl, you look pretty nice. Maybe you should let Zecora make all your clothes?”

Thunderlane’s cheeks heated up and he shot Pharynx an annoyed look. “Not gonna happen. I appreciate her doing me this favor, but I can’t dress like this forever. And stop staring at me like that. It’s weird.”

“I dunno, I like you much better with breasts, Thunderlane,” Trixie said, openly ogling him. “Shame about your little friend though.”

Thunderlane’s blush intensified and he stomped towards the door. “Thanks for the clothes, I’ll be sure to return them soon.”

“You may keep them,” Zecora said, smiling after him. “I have more.”

Thunderlane nodded, motioning for Pharynx to follow him out. He gave his wings a test, snorting when he figured they still wouldn’t be able to keep him aloft. “This sucks...” Sighing, he crossed his arms. “The Tartarus is Rumble going to think?”

“Who’s Rumble?” Pharynx questioned, coming up to Thunderlane’s side.

“My little brother, he lives with me. Our folks are... you know...”

“Oh, your brother, then that’s easy,” Pharynx said, a grin on his face. “He’s gonna laugh his flank off. It’s what I’d do if my brother got stuck in one form.”

“Gee, thanks. That totally makes me feel better.” Thunderlane pouted, socking him in the arm.

Pharynx chuckled, not bothered by the punch. “Oh please, you know you’d do the same if your brother suddenly walked into your house as a mare.”

“He’s twelve!”

“Oh yeah, he’s gonna laugh,” Pharynx said with a snicker. “Little guy might forget how to breathe from laughing so hard. I could cocoon him, if you want.”

“How would that help?” Thunderlane snapped, his head swivelling towards the changeling.

“Keep him from laughing,” Pharynx pointed out.

“Nah, he should let it out,” Thunderlane replied with a sigh, the edge of the forest fast approaching. “Better that than him snickering over the course of like a week.” He didn’t want to think of how anyone else would react. It was just too much. Best just worry about Rumble. He took a deep breath, trying to look on the bright side. Once the sap wore off, he’d be able to fly again. At least he’d be able to keep his job.

“You okay?” Pharynx asked, snapping Thunderlane out of his reverie. “Getting turned into a mare isn’t something you just brush off.”

“I’m okay as I can be,” The pegasus answered, rubbing his arm. “I’m just trying to look on the bright side I guess. I’m still kicking and I’ll be able to keep flying. It’s something at least.”

“That’s something.” Pharynx nodded, putting a hand on Thunderlane’s shoulder. “Plus, it shouldn’t be too hard to find a mate now.”

Thunderlane gave the changeling a flat look. “That doesn’t even crack the top ten of my priorities right now.”

Pharynx shrugged. “Guess ponies and changelings are just a little different like that.”

Thunderlane rolled his eyes and took his first step out of the forest. “I guess so. I’ve never really talked to a changeling directly though.I hear that Ocellus at Twilight’s new school is nice. Shy, but nice.”

“I like her,” Pharynx said, noting how other ponies they passed whispered amongst themselves. “Seems you got the other ponies talking.”

“Well, it’s not every day that a pony magically changes from male to female,” Thunderlane shot back, shrinking in on himself as he felt the eyes of the town on him. He blinked as Pharynx pulled him closer, finding the changeling’s presence reassuring. “Um, what are you doing?” he questioned, a blush tinting his cheeks.

“Hm? Oh, right. Sorry. Protective instincts.” Releasing his hold, Pharynx glared at anyone who dared to stare.

“It’s fine,” Thunderlane replied, releasing a breath he didn’t know he had been holding. “Come on, my house isn’t far from here.” Pushing the other ponies out of his mind, he made his way to the home he and Rumble shared. Fishing his key from between his feathers, he opened the door. “Rumble! Are you home!?”

“Whatever you want lady, I’m not buying!” A muffled voice shouted from upstairs. “And how do you know my name!” There was the sound of a door opening and hoofsteps started to approach them. Rumble’s figure came down the stairs and he stopped as he got a good luck at Thunderlane’s new body. He doubled over laughing, having to keep a hand on the railing to keep himself from falling down the steps.

“Yeah, yeah. Go a head, laugh.” Thunderlane snorted, allowing Pharynx in before shutting the door. “Because my misery is just so funny, isn’t it?”

“S-sorry, bro,” Rumble said, managing to catch his breath. “I just wasn’t expecting you to come home with a body that’d make Miss Rarity jealous.”

“Ya well, neither did I.” Flopping down on the couch, Thunderlane took a moment before speaking again. “Rumble, this is Pharynx. Pharynx, this is Rumble.”

“Hi Pharynx,” Rumble said, fully going down the stairs and waving at the changeling. He walked over to the couch and poked his brother on the back of the neck. “You want me to get you a drink before you start making dinner?”

“Please,” came Thunderlane’s response.

“You want water or one of the Colta Colas?” Rumble questioned, walking over to the kitchen.

“Get one for each of us.”

Rumble called back in affirmation and a couple minutes later, the three each had a cold glass of soda in their hands. Rumble sipped his drink, sitting in the armchair across from the sofa Thunderlane was laying on. “So, how’d you go from being my brother to my sister?”

“He had a very unfortunate run in with a nasty plant,” Pharynx answered, gingerly sipping at his drink. “I got him out before it got really bad.”

Rumble nodded, looking between his brother and the changeling. “Then thanks mister. My bro’s all I got.” He looked over at Thunderlane and chuckled. “Or sis now.”

“Keep it up and I’ll have a little sister,” Thunderlane joked, rising to his hooves. “Well, I think I’m good enough to cook. Rumble don’t be obnoxious to our guest.”

“Don't worry, sis! I save all that for you!” Rumble teased relaxing in his chair. After a moment, he looked over at Pharynx. “So, can changelings turn into anything?”

“Yup.” Pharynx nodded before turning into an exact copy of Thunderlane. “Anything at all.”

“Does that include objects? Like can you turn into a mailbox?” He let out a coo of awe as Pharynx did so. “Awesome! That's gotta be so much fun!”

“It can be.” Pharynx resumed his normal shape and glanced towards the kitchen. “Do you like your uh, sister?”

“I love my sister!” Rumble chirped, taking a drink of her soda. “She's in the Wonderbolts Reserves and she's a great cook. Plus she's taught me everything I know about flying.”

“That’s good.” Looking back at him, Pharynx smiled. “You know, I have a brother.”

“What's your brother like?” Rumble questioned, smiling happily.

“Soft and weak, but I love him anyway. Even if I have to toughen him up.”

“Do you ever prank your brother?” Rumble asked, a mischievous grin splitting his face. “Cause I do it to Thunderlane all the time! One time, I even got him to dye his mohawk!”

Pharynx chuckled, looking back at the kitchen. “Yeah, I prank my brother. I've slowed down since he became king, but I still get him.”

“Little snot replaced my shampoo with hair dye,” Thunderlane said, walking into the room. “It was yellow for a month. I got him back though, shaved his mane the next day.”

Rumble snickered, rubbing the top of his head. “Worth it.”

“Dinner’s ready,” Thunder added, pointing the kitchen. “Come on and eat before it gets cold.” Turning on his hoof, he made his way to the seat. Sitting down, he waited for the others to take their seats.

Rumble hopped into his chair, grabbed his spoon and happily started to eat his soup. “Good stuff, sis! Heh, I think getting turned into a girl made you an even better cook!”

Thunderlane pulled his spoon back and flung a bit of carrot at his brother's forehead. “Shush, dork.”

Frowning, Rumble flung the piece back at Thunderlane’s chest. “Yeah, well, now you got two really big targets on your chest.” He punctuated his point by sticking his tongue out.

Thunderlane grumbled, reluctantly fishing into the valley of his cleavage and pulling out the carrot. “Stupid breasts. Why they gotta be so big?”

“To feed your future foals,” Pharynx teased. “Gotta make sure they get plenty to grow big and strong.” He pointed at Thunder’s chest. “And judging by the stains on that top, you got the means to do it.”

Thunderlane looked down at his chest and groaned. “Great, I'm leaking. Stupid flower.”

“We could milk you and sell it,” Rumble snickered, doing his best to hold in a harder laugh. “Bet you’d outsell the Apples!”

Thunderlane glared at his brother and had to hold his tongue. He didn't want to say something stupid in front of a guest. “Ha.Ha.Ha. Eat your food, Rumble. I’m pretty sure you still got homework to do.”

Rumble groaned, sinking in his seat. “Ugh, yeah I do. But it's Math and Math sucks.”

“You wanna be a bolt too, right?” Thunderlane asked, pointing his fork at Rumble. “Cause, you need to be able to do at kinda stuff on the fly. Snap altitude and velocity judgements, trajectory changes. All of it’s based on math.”

Rumble dug his fork in his salad, a pout on his muzzle. “Fine, I'll do it.”

“Hey, listen to your sister, she’s just looking out for you,” Pharynx spoke up, giving Rumble a stern look. “She’s just trying to make sure you’re the best you you can be.”

“Thank you, Pharynx,” Thunderlane said with a smile. “And hey, don't go calling me a she yet; I'm still gonna try to find a way to change back.”

“Yeah, how ya gonna do that?” Pharynx questioned, taking another bite of his food. “Even if you find another plant, one that drains femininity, it’ll just leave you uh, genderless.”

Thunderlane frowned, stirring his soup. “Maybe Twilight will know something? She's good with magic and it was a magical plant after all.”

“Maybe.” Pharynx shrugged. “You’d have to ask her.” He continued to eat his food before commenting, “By the way, your food is tasty. Not as good as love though.”

“Imagine that, not as tasty as the only thing your species needs to survive,” Thunderlane teased, smirking at the changeling. “Too bad for you, I can't just whip up a bowl of love for you on the fly.”

“I dunno, you smell like you could,” Pharynx shot back with a smirk of his own.

Thunderlane quirked a brow and tilted his head. “What the hay's that supposed to mean?”

“I wasn’t joking when I said you were in heat.”

Thunderlane blinked owlishly before facepalming. “Oh buck no. Pharynx, can you do me one last favor? Can you keep an eye on Rumble while I go buy heat suppressant medicine?”

“Sure, I can do that.” he nodded.

Thunderlane sighed in relief, going back to his meal. “Thanks, I shouldn't be long. I'll owe ya one though.” The rest of the meal went as well as one could expect, with Rumble pestering Pharynx with questions. With his meal finished, Thunderlane got up and prepared to head to the store.

Thunderlane put on a jacket and a pair of pants before heading out. The jacket hung loose on her frame and the pants needed to be cinched on with a belt or else they'd go crashing down to the floor. “Better than the amazon get up...” he grumbled stepping out of the house. “Though I look like a mare wearing her coltfriend’s clothes.”

Grumbling, he made his way to the store. “I have half the mind to burn down the whole damn forest.” He had to ignore the pony’s whispering about him, letting tunnel vision overtake him and followed a direct path to the store. He thanked his lucky stars that he wasn’t feeling the symptoms of heat yet. He had heard plenty of horror stories throughout his life and having that be his new reality left a sense of fear forming in the bottom of his gut.

Going back to the pharmacy, he cleared his throat. “Hey, uh,” he started, addressing the mare at the counter. “I need heat suppressors.”

“Certainly, we have non-prescription strength in aisle 9 with the other feminine products,” the mare answered, pointing him in the right direction. “You need a note from your doctor if you want the extra strength varieties.”

“Well I uh...” he groaned, letting his head hang. “I need help with this stuff okay? It’s a long story and uh... this is my first time...”

The mare winced, giving Thunderlane a sympathetic look. She glanced to the sides and dipped her hands underneath the counter. She produced a bottle and handed it to him. “Listen, this isn’t something I’m supposed to do, but I want to help you. Those are mine. My husband and I are looking to have a foal so I don’t need them. Just promise me to carefully read the warning label. There are potential side effects and I don’t want somepony to get hurt.”

“Thanks.” Thunderlane took them, giving her a weak smile. “Wish me luck, will ya?”

“Oh honey, I’m going to be praying to Faust for you,” the pharmacist joked, matching his smile. “Oh, and get yourself an ice pack and eat things with plenty of citric acid. It’s an old trick my grandma taught me and I swear it helps.”

“Right, thanks.” Thunderland placed the bottle into his pocket and bid the mare a good night. Moving back through the town, he pinned his ears to his head. This had to be the worst day of his life. He’d never hear the end of it from his fellow wonderbolts. Rainbow Dash might offer some sympathy. Either that or hit on him. He’d probably have to take a few days off of work though; a first heat was no joke.

“I’m back!” he announced as he walked into his house again. Fishing the bottle out of his pocket, he made a quick check of the side effects.

Pharynx poked his head out from the stairwell, waving at Thunderlane. “That was quick. Did you get what you needed?”

“Uh... I think so,” Thunderlane said, his eyes scanning through the list of side effects. Nothing seemed major. Breast tenderness, dizziness, etc. Nothing seemed to be too scary to put him off. Though, he likely would need to take off work. Dizziness and coordinated flight stunts didn’t mix.

Coming up behind Thunderlane, Pharynx leaned down. Breathing on his neck, he spoke. “You know, if you let me help, you wouldn’t need to take that stuff.”

“Very funny, Pharynx,” Thunderlane replied, moving to the kitchen to fetch a glass of water. “I've got a twelve-year-old brother and my Wonderbolt career; I can't take care of a baby right now.”

“Who says you’d have to be the one to take care of it? No reason the hive can’t look after the kid while your off doing whatever it is you do.”

“I dunno,” Thunderlane paused, getting out a dose. “If I was gonna be a mom, I don't think I'd want to always stick the foal with sitters.” He shook his head, taking the pills. “Not that I wanna be a mom, still trying to return to normal after all.”

“And if you can’t?” Pharynx asked, leaning on the doorframe. “What are you gonna do then?”

Thunderlane sighed, taking another sip of water. “Then I'd have to get used to being a mare. Don't know anything specific yet.” Turning back to Pharynx he frowned. “Are you really that desperate for a lay?”

“No,” Pharynx said with a cocky grin. “I just have a good feeling about you. And knowing feelings is a thing with us changelings. I’ll be in town for a few more days. Just bother Twilight if you wanna talk. Night.”

“Good night,” Thunderlane replied. “And thank you for everything.” Sighing, he watched Pharynx leave before looking down at himself. He’d have to stop by Rarity’s the next day.

Rumble came down the stairs, looking at the front door. “Is Mister Pharynx gone?”

“Yeah, just us again,” Thunderlane nodded. “You get your homework done?”

“Yeah, Pharynx helped me,” he said, turning to his newfound sister. “I like him, he's cool.” Leaning over, he hugged Thunderlane’s waist. “Hey um, I still love you, even if you’re my sister now.”

“You'd better,” Thunderlane replied, returning the hug. “Ponies that don't love me can't live here rent free.” Breaking the hug, he ushered his brother through their nightly routine. He’d have a lot to do tomorrow and he was determined to get it all done.

“Come on, Twilight! There has to be a way to get my dick back!” Thunderlane slammed his hands onto the table, his wings fluffing in agitation. “You made it work for Rarity and that snob!”

“Neither of them had something drained away,” Twilight answered, her nose buried in notes. “Every normal method I know of to do this is ineffective. I'm sorry, but I'm just warning you now, this might just be the new you.”

Tempest clapped him on the back, nearly knocking him over. “I suppose that puts us in the same boat. We’ve both lost our horns.”

Thunderlane needed a moment to process that before looking at her and chuckling weakly. “I should be upset, but that was actually pretty clever.”

“I try.” Tempest took a seat next to Twilight. At some point, she had traded out her Storm King armor for a duplicate set in Twilight’s colors. It even sported the alicorn’s cutie mark. “I don’t know why you’re complaining. At least you’re still alive.”

Thunderlane sighed, rubbing the back of his head. “I know, but it's still frustrating. Kinda liked being a stallion.”

“I’ll keep looking, Thunderlane, but I can’t promise you anything,” Twilight said, closing her book. “I’ll arrange for someone go have a look at that flower. Don’t worry, I won’t send anyone I don’t think could handle themselves.”

He nodded, twitching his wings on his back. He grabbed his new jacket off the back of his seat. It was a faux leather jacket that cut off at his stomach. Rarity had recommended it and despite himself, he liked it.

“You look good in leather,” Tempest said, giving him what amounted to a warm smile. “I appreciate a mare with good taste. That goes for the mane too.”

Thunderlane ran a hand over his mane staring at Tempest's shared, albeit larger style. “Well, this was one thing that flower didn't change.”

“Of course it wouldn’t.” Twilight giggled. “Gender has nothing to do with mane growth. That’d just be silly.”

“Can't argue with that,” Thunderlane replied, putting a hand in the pocket of his jeans. Rarity had put a few holes in them for aesthetics and he couldn't argue with the results. “Thanks for trying for me, Twilight. Means a lot.”

“Don't worry about it,” Twilight waved off, leaning on Tempest. “I wouldn't be a very good Princess of Friendship if I didn't try to help one of my friends with something this major.”

He nodded, glancing around the library. “Pharynx still in? I’ve been meaning to talk to him for a few days.”

“Yes, I think he's still in his guest room right now,” Twilight answered, standing up. “I can get him for you if you want.”

“Could you point the way?” Thunderlane asked, moving to the door.

“Second floor, take the first right and it'll be the third door on the left,” Twilight directed, motioning with her hands.

Tempest smirked as Thunderlane made his way out of the room. “She’s totally gonna get laid.”

Twilight tilted her head, quirking her brow at the mare. “Huh, what makes you say that?” She frowned when Tempest just smirked. I hate when you get like this.”

“Oh please, you love it, Princess.”

Thunderlane climbed the stairs of the castle, humming to himself. He desperately needed a distraction from the news he had been given. Learning he might be stuck as a mare was not what he wanted to hear.

‘First right, third door on the left,’ he reminded himself, taking the aforementioned turn. ‘He’s probably going to try and get in my pants again. Why am I bothering to visit again?’ Thunderlane frowned, wracking his brain. ‘I do still owe him one for watching Rumble, and it's not like he'll force himself on me.’

Stopping at the door in question, he raised his hand to knock. It hovered there, as Thunderlane tried to parse out what he was actually doing there. Nothing really came to mind, a sigh leaving his nose. “The hay is going on with me?” he muttered.

“Hormones probably,” Pharynx answered, opening the door. “Good to see you again, Thunderlane. How's the new sex treating you?”

Thunderlane didn't answer for a moment, his mind faltering. Pharynx had elected to not wear a shirt and the light glinting off his exoskeleton proved to be distracting.

Smirking, Pharynx leaned on the door. “Cat got your tongue?”

Thunderlane shook his head, the changeling's attitude bringing him back to reality. “I don't see any cats, bug boy. So, how've you been?”

“I’ve been good. Even better now that I got a hto mare checking me out.”

“You wish,” Thunderlane scoffed. “I just got blinded by the light coming off that exoskeleton of yours.”

“Sure, that’s it.” Pharynx moved, allowing Thunderlane to enter.

Thunderlane rolled his eyes, stepping into the room. “I still owe you one for watching Rumble, and I had to make sure to return the favor before you leave town.”

“And how are you going to do that?” Pharynx asked, closing the door. “Sing me a song? I know you ponies love doing that.”

Thunderlane chuckled, sitting on the bed. “Only if you want your ears to bleed, I'm not much of a singer. I broke our mirror singing in the shower once.”

Pharynx chuckled, taking a seat next to the pegasus. “Now that sounds funny. So, if you’re not gonna sing for me, how will you return the favor?” He smirked at her. “Did you have anything special in mind?”

Blushing, Thunderlane rubbed his neck. “Well um... I uh...” He bit his lip, looking away from him.

Pharynx leaned in close, whispering into Thunderlane's ear. “I’m waiting with bated breath here.” He smiled, watching Thunderlane squirm. “Come on, you’re a big girl. Use your words.”

Thunderlane rubbed his legs together, his grey face suddenly red. “You suck. You know what I'm gonna say.”’

“I want you to say it, “ Pharynx said, smiling at her.

Thunderlane could feel his heart beating in his chest and could swear he could hear it echoing in his ears. Was he really going to say it?

Sitting down, Pharynx let his smile drop. “Thunderlane, I’m not going to sleep with you because you feel like you owe me. That just feels... cheap.”

“W-well, I don’t think that's the only reason.” He went rigid, unable to comprehend what he had just said.

“It isn’t?” Leaning back, Pharynx grunted. “If this were the old days, I wouldn’t even ask. I’d have you under and at my beck and call. But living like that sucked. All hollow and empty. So again, I’m not going to sleep with you for such a flimsy reason.”

Thunderlane relaxed slightly, looking back at the changeling. “That sounds pretty mature. And what would be a more sturdy reason?”

“Whatever’s not cheap,” the changeling grunted in reply.

Thunderlane smirked, and couldn't help but giggle. “Alright, then 100 bits for the time of your life.” His laughter trailed off at Pharynx’s stern gaze. “I was joking, relax. I’m not going to sell myself to anyone.”

“Good.” He let his head hit a pillow and stared up at the ceiling.“Exchanging money for something like that is the epitome of cheap.” After a few moments of silence, he spoke. “Why are you here, Thunderlane?”

Thunderlane leaned back and closed his eyes. “I don't really know. Between hearing I may not be able to be a stallion again, this damn heat, you saving me that day and who knows what else; my head's messed up.” He eeped as Pharynx pulled him close.

“A lot of changelings felt like that when Chrysalis was ousted. I guess I was one of them. Got so mad at the others for getting too soft. Like they molted and refused to let their shells harden again.”

Thunderlane couldn't find his voice for a moment, Pharynx's odd purple eyes seeming to stare into him. “Well uh, what made it easier?”

“Those dumb mares getting a monster to attack us.” Pharynx laughed, putting his arm around Thunderlane. “Got them all to grow some chitin and turned me into a bug moose.”

“The antlers are a bold style,” Thunderlane replied, chuckling. “They look good on you.” Reaching out, he traced his fingers along Pharynx’s chest. It was a marvel, how smooth the changeling’s shell was. A far cry from the fur that covered his own body. And while the chitin was sturdy, it still had a bit of give to it. Thunderlane bit his lip, odd thoughts stirring within him.

“Enjoying yourself?” Pharynx asked, watching Thunderlane with an amused expression. “You shoulda felt it before. All rough and bumpy. Like sandpaper.”

“Are you smoking something?” Thunderlane asked, his hand going still. “Your shell is smooth.”

“I said before. Back when we all looked the same.”

“Oh,” Thunderlane said, a sheepish smile on his face. “I musta been only been paying half attention.” He shifted, finding himself moving closer to Pharynx. “So uh... how much longer are you gonna be in Ponyville?”

“Maybe another day or two,” Pharynx answered, not budging and letting Thunderlane get in closer. “One of the changeling students scared one of the teachers, Flutter-something with a transformation prank.”

“Wow. That must have been serious. Fluttershy does not do well with scares.” Resting his head on Pharynx’s shoulder, Thunderlane chuckled. “Though that one time last Nightmare Night, she scared the crap out of everyone.”

“Even the softest of people can surprise you sometimes,” the changeling commented, resting a hand between the pegasus’s wings and gently rubbed along his spine. “You know, you’re pretty warm.”

“Pegasi hold heat better than other ponies,” Thunderlane answered, feeling oddly secure and calm in the changeling’s embrace. “We’re built for high altitude flying and manipulating even the coldest of weather.”

Pharynx nodded, nuzzling the top of Thunderlane’s head. “Pretty good at attracting bugs too.”

“Heh, I’ve noticed,” Thunderlane replied, not minding his mohawk getting flattened. “Every other sentence you’ve said around me has been about mates.”

Pharynx grunted. “I’m a simple changeling. You say no, I leave it at that.”

“And what happens the instant I say yes?”

“Whatever you want to happen.”

Thunderlane gulped, his heart beating faster. He couldn’t find his voice again. Pharynx was a pro at putting the ball back in his court. Why did he have to make it so hard!? He may not have ever talked to changelings before, but he knew they had the ability to read emotions. Couldn’t the damn bug take a hint and take the lead?!

A soft chuckle escaped Pharynx’s lips, right before he started to nibble on Thunderlane’s ear. The pegasus shuddered, his ear flicking in an unbidden attempt to get free of the changeling’s nips. Pharynx kept his grip, gently grinding it between his teeth.

“Y-you’re a jerk,” Thunderlane muttered, his eyes screwing shut. He squirmed, whimpering a little as Pharynx rubbed the base of his wings.

Pharynx smirked with Thunderlane’s ear still in his grasp and let his fingers dance along the primary bone of the pegasus’s wing. “Oh, and how am I a jerk? Didn’t you want me to do this?”

“Y-you know why,” Thunderlane grunted, gripping onto Pharynx’s shoulders. “You can read my emotions, right?”

“Of course I can,” Pharynx confirmed, moving his free hand down to Thunderlane’s hip. “Like an open book.”

“Then you know what I really want,” Thunderlane said, cracking an eye open to look at Pharynx’s smirking face.

“I just wanted to make sure that’s what you really wanted.” Still smirking at him, Pharynx slipped his hand into Thunderlane’s jeans. Placing his hand on the pegasus’ crotch, he rubbed gently. His smirk grew when Thunderlane let out a soft moan. “There you go, not such a jerk now, am I?” He continued to gently rub, keeping his actions above the pegasus’s underwear. “And damn girl, is this a furnace or a pussy between your legs?”

Thunderlane responded with a whimper, wriggling under Pharynx’s touch. His face had turned a deep red, though he made no action to stop the changeling. Pharynx leaned in to Thunderlane’s face, their lips a hair’s breadth away. “You’re adorable when you’re embarrassed. You dress like a punk rocker, but you act like a schoolgirl.” He caught Thunderlane’s lips before he could protest, pulling the pegasus on top of him.

Thunderlane melted into the embrace. There was something firm about the changeling’s kiss. Pharynx wasn’t being forceful or demanding, but the pegasus still got the impression that the changeling was in charge. He put his arms around Pharynx’s neck, pushing his tongue into his mouth. Pharynx happily added tongue into the mix, easily wrapping his around the pegasus’s and resuming control of the kiss.

Pulling away, Pharynx licked Thunderlane’s nose. “At least you know how to kiss.”

“I was just about to say that,” Thunderlane shot back, his cheeks flushed. “I woulda thought you’d dismiss that as just a ‘pony thing’.”

“How else are we supposed to collect love?” Pharynx asked, taking Thunderlane’s jacket off and tossing it away. He worked on the shirt next, leaving him in only a plain white bra. “Nothing risque, huh?”

“I went for comfort,” Thunderlane answered, suddenly self-conscious about his decision. “All the lacey and more risque stuff didn’t support the girls.”

“They are pretty big.” Reaching his hands up, Pharynx grabbed both breasts, giving them a hard squeeze. “And rather full too.”

Thunderlane bit his lip, holding back a moan. “Rarity offered to design some lingerie for me if I wanted to mix comfort and aesthetic. And Twilight says the influx of female hormones from my change triggered lactation. It essentially tricked my body into thinking I was pregnant.”

Putting his nose to Thunderlane’s neck, Pharynx took in a big whiff of his scent. “You didn’t take your meds today.”

“It slipped my mind,” Thunderlane said, his blush growing. “I accidentally let Rumble sleep in and we had to scramble so he could get ready for school on time.”

“You still sure about this?” Pharynx asked, nuzzling Thunderlane’s neck. “Can’t do all your fancy flying with a bulbous stomach.”

“Well, lucky for me, I scored well on the written exams for the bolts,” Thunderlane said, anxiety forming in his stomach. “I could probably talk to Spitfire about getting me some desk duties. Maybe arranging stunt shows or something.”

“As long as you’re okay with that.” Pharynx fiddled with Thunderlane’s bra, tossing it to the floor. He licked his lips, watching a line of milk dribble from the mare’s nipple. “Now doesn’t that look tasty?” He didn’t wait for a response as he latched onto one of the grey nipples and suckled from it eagerly. A sound between a buzz and a purr rumbled from the changeling’s throat, Thunderlane’s milk easily filling his mouth with only minimum coaxing.

“O-oh...” Thunderlane’s eyes threatened to roll back into his head. The feeling was divine, a familiar warmth starting to spread through him. Add on top of that the relief from having the overly full breasts drained and he found it hard to think straight. “That’s good...”

“Spoken like a real mare,” Pharynx teased, pulling off the nipple with a lewd *pop*. “If you like foreplay that much, you’re gonna scream from the real fun.” Licking his lips, he easily stripped Thunderlane of his pants and underwear. “Faust damn, you’ve got a body that’d make a changeling queen jealous.”

“T-thanks...” Thunderlane gave Pharynx a weak smile and tried to strike a pose. “I’ve uh, started to like the way I look.” His efforts were rewarded when Pharynx gave him a smile. “I’d have totally dated me.”

“Cause that doesn’t sound narcissistic,” Pharynx joked, getting on his knees and looming over Thunderlane. “Wanna see if you like how I look?~” he asked, putting his hands on his pants button.

“Y-yeah...” Thunderlane nodded gingerly, eyes locked onto Pharynx’s waist.

Pharynx quickly undid the button and removed his pants and underwear in one smooth motion. Thunderlane didn’t know what made him gasp, the size or look of Pharynx’s rod. He hadn’t considered himself a slouch in the size department, but the changeling made his old one look like a child’s in comparison. Then there was the fact it was shaped like a stallion’s, but a thin layer of exoskeleton betrayed its foreign nature.

“I take it you like?” Pharynx asked, smirking cockily. “It’s all yours now, girly.”

“Yeah, I think I do,” Thunderlane admitted, forcing his gaze back up at Pharynx's face. “Don't know how you'll make it fit though.”

“Do you trust me?” Pharynx leaned in, stealing another kiss. “Just lay back and let me do all the work.”

Thunderlane nodded, stealing a peck of his own. “You've done nothing but give me reason to trust you.”

Pharynx used a bit of magic, resizing his dick as he lined it up with Thunderlane’s honey pot. “Are you ready?” he asked, looking into the pegasus’s eyes. “Do or die time.”

Thunderlane watched the display with interest, nodding at the changeling. “Ready as I'll ever be.” Breath hitched in Thunderlane’s throat as Pharynx thrust in. A long moan escaped his, no her lips and she moved her hips to meet his.

She panted, feeling her inner walls squeeze around Pharynx's length. “H-holy shit,” she managed to get out, balling her fists around the sheets. “T-that’s big...”

“Want me to resize it again?” Pharynx asked, halting his movements.

“N-no, I-I’m okay,” Thunderlane assured, wrapping her arms around Pharynx’s neck. “Keep going.”

Pharynx leaned in, kissing Thunerlane's neck. Slowly, he continued to push into the mare. His mare, he idly thought. A mare of his own, someone to share a nice cocoon with. He picked up speed, placing his hands on her breasts.

Thunderlane moaned loudly, her wings flaring out beneath her. Her back arched, encouraging Pharynx to toy with her chest. Pharynx obliged, licking and nipping at her breasts. He latched onto one, drinking deep once more.

Thunderlane screwed her eyes shut, rolling her hips to meet the changeling's thrusts. “H-holy Faust, s-so good!” Wrapping her legs around his waist, she met him thrust for thrust.

“Heh, somepony's an eager minx for their first time,” Pharynx teased, daring to thrust even faster. His hips moved in a blur and he could feel his flare brushing against something at the edge of her pussy. “That the heat talking or were you just cockstarved?”

“I-I dunno, this just feels so good!” Thunderlane cried, her thighs squeezing around Pharynx's hips. “More!” she demanded, pressing her breasts into his chest. “I need it!”

“Mmm.” Pharynx made the odd buzz/purr again, grabbing Thunderlane by the legs and focusing on thrusting with everything he had. “I'm a lucky bug to have found such an eager mate.” He grinned, Thunderlane reduced to a moaning mass of flesh. “Come on now, scream for me! Let that princess know who you belong to!”

Thunderlane squirmed, feeling a bit of resistance. That fell away after his flare rubbed against her in just the right way. “Ph-Pharynx!”

The “I don’t think she heard you, scream like you mean it.” Pharynx went faster, tugging on her nipples with his magic.

“Pharynx!!!” Thunderlane threw her head back, her tongue lolling from her mouth.

“Thatta girl.” Pharynx hilted, pumping her full of his seed. “Mmm... that’s the spot.” Kissing her lips, he took a long sip of her budding feelings for him. “Never been that sweet before.”

“Is that a good thing?” Thunderlane inquired, her wings twitching weakly. “Oh damn, that might've been the best lay ever,” she muttered, the unbearable heat between her legs being replaced with a pleasant warmth.

“Yes, yes it is.” Pharynx kissed her nose, rolling over so she was on top again. “I told you I’d make you scream. I always deliver.” Using his magic, he pulled the blankets over them.

Thunderlane laid her head in the crook of his neck, sighing wistfully. “That you did. Hmm, I wonder what a half-pegasus, half-moose bug will look like?”

Pharynx pet her mohawk, laying back on the bed. “We’ll just have to wait and see.” His other hand rested on her belly, rubbing circles on her.

Thunderlane chuckled, letting the changeling pet her. “This is gonna be nuts. Between your life at the hive and mine here, it'll be tough to make this work.”

“We’ll make it work.” Pharynx grunted, resting his head on top of Thunderlane’s. “We got a whole lot of time on our hands.”

“See?” Tempest asked, wearing the biggest of smirks. “She totally got laid.”

“Yeah, I haven't heard a scream like that since… well, when you showed me that trick with your horn,” Twilight said, looking up at the ceiling. She turned to Tempest, biting her lip. “Remind me again when Garble gets back?”

“Tomorrow,” Tempest answered simply, pretending to go back to her book. “Why, did hearing that make you crave a good dicking?” hiding her smile, she gave Twilight a light jolt. “I could go get the strap on, if you want.”

“You know the answer to that already,” Twilight replied, her muzzle beet red. She put her book down, rubbing her legs together.

“Heh, I do, but seeing you get flustered makes it so much better.” Tempest stood up, letting her hand run along the alicorn's shoulders as she walked away with an exaggerated sway in her hips.