Author's Notes:

Reading this chapter is optional, it has only the sex/clop scene. If you don't like it then don't read it, you can continue the story without this chapter. I might have gone a little overboard while writing this one, but tell me how I did in the comments below anyway.

Warning, this chapter has male-looking-herm on female-looking-herm, female-looking-herm on male-looking-herm, male on female-looking-herm, threesome, ovipositor, unusual penis, huge penis, multi penis, multi-limbs(arms), double penetration, penetration (vaginal, anal and cervical), abdominal bulge, squirting, incest, excessive cum, cum inflation, transformation, breast expansion, nipple sucking, breastfeeding, lactation, self sucking, tit fuck, nipple tugging, edging, fingering, oral(tonguejob, blowjob and double fellatio), face fuck, sex toys (dildos and buttplugs) thinking with portals, size difference, size play, big dom and small sub, swallowing cum, cumshot on face, cumshot on chest, cumshot on abs, cum play, spreading(legs, pussy, butt and anus), presenting, inviting, teasing, beckoning and afterglow.

Thorax just blinked at the sight before him, his brother using a more female-looking form and covered in his own seed while being caressed by their mentor it was like a picture of a loving couple and in sense they were. However, the smirk on his mentor’s face was making him apprehensive but that only added to the arousal he was feeling.

A flash of chromatic flames later Volthoom assumed his female form before moving further into the bed and motion for both Thorax and Pharynx to come closer. Val just placed her hands on the sides Pharynx’s of head before licking the cum that was left on his face while making sure to insert her long snake-like tongue in Pharynx's mouth to the point where he was deepthroating it, then Val slid it back before gripping the female-looking soldier by his shapely and round butt to lift him so she could clean the rest of Thorax’s cum from his breasts, of course, she made sure that his hard and pulsating member was squished between her own breasts.

Thorax’s own member twitched at the sight of his mentor pleasing his brother, Pharynx was hugging Val’s head against his chest before he extend his own tongue to give a few licks on Val's blade-like horn while the bigger changeling used her tongue to coil and tug his sensitive nipples one at the time while he bucked his hips against the softness that was Val’s breasts being pressed against him as she, essentially, hugged his pelvis against her chest. The look of pleasure as Pharynx breathed heavily with a visible blush on his cheeks only made that picture even more arousing to Thorax and he was feeling kinda left out, but that soon changed.

Pharynx came and like Thorax he coated Val’s cleavage and neck with his seed, as the white cream dripped down Val’s breasts Thorax leaned up and started to lick the drops of warm cream. Val didn’t stop her ministration and that only prolonged Pharynx climax, however, after he came down from his high Val slowly let him slide down before placing him on the bed and let him lean on her left side.

Thorax used this opportunity to get up and use his tongue to clean Pharynx’s cum from Val’s breasts, as he finished he kept licking his mentor orbs of soft flesh he felt another flare of magic but he didn’t spot any change in his mentor’s form from his current angle, which was pretty difficult since most of his vision was occupied by Val's breast. However he almost jumped when he felt something fondling his balls before inserting itself into his female sex as well as another appendage that he identified as a hand on his butt and looking a bit to his right he saw that Val had three left arms, two of which were caressing Pharynx and slowly giving him some energy while the third was moving up and down her member with a wet sound, the additional arms were just beneath the original ones in a vertical arrangement.

All of that was almost forgotten the moment Thorax felt in his mouth the pure liquid emotional energy that was Val's honeyed milk, from there he just drank greedily from Val’s infinite reservoir of energy that was channeled through her body. He felt his mentor use one hand to softly press his head against her breast and he only moaned as he felt her insert two fingers in his back door, even as he drank he could taste lust in the milk and that only made his body hotter. He barely noticed when his brother joined him by occupying the other nipple.

Val’s just cooed as she let the two smaller changeling feed off of her and the lust she was supplying them would keep them going for longer, sometimes she cursed the stamina and instincts that came with this body. The stamina was expected since a Queen could spend days mating to as many males —and sometimes females— as it could to expand the hive as much as possible, however, it was proving to be an annoyance to keep the urge to nurse and lay eggs at bay, but at least that was manageable, plus it made the “bedroom activities” more enjoyable for her and hopefully her partner(s).

“Now, which one of you boys are going to help me ‘scratch that itch’?” asked Val in as she gently pulled the two back and away from her breasts, the tugging of her nipples as they tried to get more milk and the wet popping sound that came as their lips were separated from the source of sweet nectar only made her shiver in pleasure. However, Thorax seemed to not have given up yet as he kept his forked tongue wrapped around the nipple he was sucking on and he kept pulling to get it back into his mouth.

*Smack*

With a yelp, Thorax let go of his mentor’s nipple as he felt the hand that was previously fingering his pucker was now firmly pressed against his left butt cheek after the sound of it slapping said soft and round cheek.

“Tsk tsk Thorax, don’t be such a glutton you can have more of it later,” said Val in a disapproving yet teasing tone as she used her the hand that was previously caressing Thorax head to lift his chin so he could look in her eyes. The Prince just gulped at the sight of those silver eyes as they looked deeply into his dark green ones.

Val let herself fall on the bed as spread her legs and motioned for Pharynx to go there with her left hands while she let Thorax straddle her abs. The Prince gulped again when his tail covered the pulsating two feet long member that as just shy of touching his back door but the three pairs of hands that started moving gently over his body helped him relax while Pharynx positioned himself between Val’s legs and guided the flared tip of his member to Val’s wet lips.

Pharynx’s member slid forward without much resistance and as he entered the slick, warm and wet tunnel he felt it contract and grip his tool almost at painful levels, courtesy of Val using her impressive muscle control plus it only made the experience more intense for him and more enjoyable for her.

“Do you want to change?” asked Val and Thorax thought for a bit, then a flash of green and wine colored flames covered him for a moment before revealing his form. Now Thorax was in a female-looking form much like Val, her new appearance was a few inches shorter, had wider hips and a modestly sized pair of boobs.

Val just moved her top pair of hands to feel Thorax’s new breasts and considering that Val was almost twice the size of the smaller changeling she could easily cover her whole chest. Thorax just relaxed as she felt the pair hands gently massaging her chest and another pair on her hips while the last pair went around and behind her where she felt one hand lift her tail, which caused her to lean forward and expose her pussy while the other grabbed the two feet long tool. Then Thorax lifted herself a bit after lining her pussy with Val’s member before slowly lowering herself on it and she almost stopped when she felt the mushroom-like head spread her lips but she took a deep breath before proceeding.

Val moaned loudly as she felt Pharynx hilt himself in her pussy just as Thorax’s tight tunnel started to squeeze the tip of her own member and with her own hands she gently yet steadily lowered Thorax until she was less than halfway into the smaller changeling, however, by that point she already hit the entrance of the Prince’s womb.

Thorax was panting as she was getting used to being stretched this much as well as being stimulated further by all the bumps and ridges scratching all the right places and as her breathing was almost back to normal she felt a pair or smaller arm hug her from behind as she felt a muscular chest against her lumbar as a head nuzzling the middle of her back. She looked at the arms around her waist before looking behind her and see that her brother was back to his default form.

The Prince just smiled as she basked in the love that was coming from both her mentor and her brother, however, her daze was interrupted by Val’s pushing her down further. Her mind went blank as she managed to reach the halfway mark, which was accomplished by the member forcing itself into her womb before hitting its roof, thus causing her tunnel and cervix to tighten around Val’s tool.

Val almost came as well if the way she squeezed Pharynx was any indication but she bit her lip with her fangs and focused on the pain to hold back her climax for just a little bit longer. It proved to be difficult as she felt Pharynx warm seed fill the remainder of her vagina and womb but the tight grip she had over his member didn’t allow the cum to escape, that resulted in her womb expanding a bit to accommodate the substance, however, by the time he finished it barely had a visible effect on the outside.

While Pharynx was filling Val’s chamber she used her ring to create a condom like construct around Thorax’s member and by the time the two of them finished Val floated the cream-filled balloon off of Thorax. While she let the two smaller changelings recover she looked at the bubble of cum, might as well not waste it, so she just reshaped it into four softball-sized bubbles before popping one into her mouth and gulping it down. As she licked her lips she felt Pharynx’s cock twitch inside her pussy just as Thorax’s tunnel quivered a bit, especially as she seductively looked at the two as she licked her lips, then she smiled as she placed another one in her mouth but she made sure to visibly lick it before popping it, then she did the same with the two remaining bubbles.

Thorax was so distracted that by the show that her mentor put that when she felt Val push her further down she almost yelped in surprise. She felt the pressure build inside her belly so she used her shapeshifting to change her insides to better accommodate her mentor’s tool, then she felt the upward pressure dissipated as she felt the head hit the top of her newly reshaped birth canal just before the upside-down U curve that led to her womb.

Thorax was pushed against Pharynx just as Val hilted herself into the Prince, the moment she was leaning against her brother he placed his head on her left shoulder to see what was going on and when both of them looked down their eyes widen. Thorax’s belly was bulging out and it was possible to see the tubular shape of her teacher’s tool all the way from her pussy to the topmost part of her abdomen, although it became less noticeable as it went up since Thorax angled her new birth canal to point toward the center of her body, good thing she was a changeling.

“Oh, you have experience,” said Val as Thorax got used to the member inside her newly reshaped reproductive system.

“Yeah,” said Thorax with a more feminine voice after she nuzzled Pharynx for a bit, then she looked at her mentor as her brother gently nibbled on her neck as he placed his hands over the pair of Val’s hands that were on Thorax’s breasts. Then she said, “Ophis can be pretty rough and I learn to adapt quickly.”

“I wish you showed the same adaptability in combat,” said Val before focusing her attention on Pharynx who seemed to be focusing only on Thorax, so Val wrapped her strong and muscular legs around the smaller changeling to get his attention, then she said when he looked at her, “C’mon lover boy, don’t leave me waiting.”

Without the need to be told twice Pharynx released Thorax from the hug and placed his hands on Val’s wide hips before he started to pull back but the cum from his previous orgasm didn’t leak thanks to the flared head of his cock, then he proceeded to move back before entering once again.

Val released Thorax’s tail, which caused it to instinctively wrap around Pharynx torso, to lift herself so she could be at Thorax’s eye level by placing the hands that were previously holding Thorax's tail as well as the hand she used to guide her cock slightly to the side to support the weight of her upper torso, then Val moved the hands that were on Thorax’s chest to her own chest to fondle her own breasts and each squeeze caused droplets of milk to come out. Thorax herself started to move up and down by placing her hooves on the bed and applying the result of her physical training, showing that despite the soft exterior she liked to display there were solid muscles underneath that layer of softness.

Eventually, the trio found a comfortable rhythm where Thorax would move up just as Pharynx would move in allowing Val’s pleasure to alternate between her female and male sexes.

Thorax came twice, thus covering Val’s milk dripping breasts in her cum, and the Queen just scooped the mixture of milk and cum with the top right hand that was previously fondling her breasts before bringing to her mouth to drinking it while sensually smearing the fluids with her top left, the display plus the lust Val’s was emanating kept Thorax’s cock hard and ready despite the multiple ejaculations. Meanwhile, Pharynx came thrice and the amount of cum being stored in Val’s womb was showing on the outside and at this point, it looked like a pregnancy five months along but that didn’t stop the two and Thorax was careful to not put too much pressure on Val’s belly.

Eventually, Val came, the tightening of her vagina caused Pharynx to climax for the fourth time and the surge of lust caused Thorax to climax for the third time, and her cum rich energy moved through her tool causing it to swell along its length until said cream reached the end before firing like a high-pressure hose. The cum easily slid around the curve at the end of Thorax tunnel before making a U-turn and fall into her womb, because of the new configuration it was like placing a balloon beneath a tap with its opening facing the stream.

Thorax’s body stiffened as she felt all the energy-rich fluid flow into her womb, the three were so enthralled by their own peaks of pleasure that it made them radiate more emotional energy and that prolonged their climax further. By the time they all came back from their high Val had to use her magic to hold the two smaller changelings in place and avoid their fall. Thorax belly was filled to the point that she looked like she was with a brood much like her mother before laying her eggs and while sizable for a normal changeling it was still small for a Queen, however, on Thorax’s smaller body it looked even bigger, plus its weight against Val’s own cum filled womb was getting uncomfortable.

Val’s unwrapped her legs from Pharynx before pulling him out and gently float him to the bed with her telekinesis/magic while also using it to push every drop of his cum into her womb before clenching her cervix to keep all the cum inside. Then she carefully used her telekinesis to turn Thorax around so she was sitting sideways on her lap before sitting up and lift Thorax just enough for her to pull out her cock, thankfully Thorax’s reshaped reproductive system was quite good at holding a great deal of fluid since its entrance was on the top, so it didn’t take much strength or concentration to hold everything in since gravity did most of the work, again like a balloon under a tap. If Thorax made this design out of ingenuity or experience it was up for debate, however, it only worked if Thorax was either sitting or standing, so Val just placed Thorax on her lap and let the smaller changeling recover as she leaned on her right and used Val’s breasts as pillows.

Out of curiosity, Val used her two lower left hands to rub her own belly, it was quite an interesting sensation to feel the warm and thick liquid moved inside her womb, maybe pregnancy won’t be such a problem either, however, she decided to postpone such event to a later date. Then she placed the lower and middle of right hands on Thorax’s taut belly, of course being careful to not apply pressure, and waited for the Prince to recover while using her middle and top left arms to cradle the smaller changeling and the top right to gently hug her head.

Thorax was the first to recover, she could hear Val’s gentle humming plus the strong yet relaxing beat of Val's heart, she felt the softness of her teacher’s breasts on the right side of her head and a pair of hands rubbed her taut belly, she was tempted to just sleep in the warm embrace of her teacher but she knew that Queens had massive amounts of stamina and she was still aroused from all the lust she consumed. When she opened her eyes she happened to be looking at the full-length mirror in her room and she had to admit that she liked the sight of herself being cradled by the bigger changeling, plus the fact that she looked ready to drop a sizable brood/clutch only added to the image of a loving mate caring for her.

“Tired?” asked Val.

“A little, but I’m still good for a few rounds though,” said Thorax as she snuggled against Val’s breast. Then she felt Val’s left nipple against her cheek and said, “Maybe a little drink will help.”

“Maybe later but before that, do you want to ‘empty the tank’ or not?” asked Val as she used her top right hand to point at Thorax’s belly.

The smaller royal looked at down and noticed for the first time how big her belly was, just shy of reaching her knee, and she also noticed that her breasts were bigger as well, probably all the excess energy that her body metabolized. Her belly was so big that she couldn’t even reach around it with her arms and if she didn’t know anything she would say that she was carrying around eight to ten fully developed eggs, which were big enough to hold a nymph ready to hatch.

“Wow, normally it takes a few rounds with a Queen for me to get this big or an entire night with Pharynx and a few of his men,” said Thorax as she moved his arms to rub her belly, however, she noticed for the first time the softness her body was leaning against. She looked at her right and saw that Val’s belly was starting to show as well, so she said as she gently poked Val’s belly with a finger, “Well, by the end I might not be the only one.”

“Do you want help?” asked Pharynx as he stood in front of the duo of royals, evidently having recovered during their conversation.

“Yeah, help me get up,” said Thorax as she extended her left arm, completely ignoring the twitching cock she felt pressing against her ass from below, and with difficulty she managed to get on her hooves. She almost fell forward if it wasn’t for Pharynx support and her tail helping as a counter-weight, then she frowned before placing one hand on her lumbar and the other beneath the wine colored dome stuck on her midriff.

“You could just let some of it flow in your tail to help with your balance,” suggested Val as her cock twitched at the sight of Thorax’s stuffed womb. Then she thought, “Dammit, either I have pregnancy fetish or its the urge to breed coming from this body, knowing my luck it's probably both.”

“Nah, the flaw in this design is that it cuts off my womb from the secondary egg chamber in my tail,” said Thorax as she walked to the closet before using her magic to open the door and float what appeared to be a cylinder made of glass with a handle on each end with a ninety degree of difference. Then she placed a hand on each handle before twisting both until they were perfectly parallel to each other and when that happened a hissing sound was heard before the glass started to fill with a multicolored liquid just as Thorax’s belly started to shrink.

“Oh, are you normally this well-prepared?” asked Val with a teasing tone, then she added, “I mean, Phyllia had to order some empty energy containers after our first round and she did keep some empty containers in her room. So did you always keep a high-end high-capacity energy container in your closet?”

“Yeah, I always keep at least an empty one and a full one for emergencies,” said Thorax bushing a bit at the question but luckily she was not facing her teacher and by the time she was back to normal the container was a quarter full. Then she turned around and after twisting the handles back into their original positions she offered the container to Val and asked, “Do you want to convert your extra weight or do you want to keep going as you are now?”

“Nah, I’m good,” said Val dismissively as Thorax placed the container beside the bed. Then she looked at Pharynx and motioned for him to come closer. When he got closer Val suddenly pulled him onto the bed and placed him face down on the mattress before getting on all fours over his body using her top pair of arms and knees to support her weight while using the middle and lower pairs to keep Pharynx down.

“Now it's your turn to receive some of my seed, so do you want to receive as you are now or do you want to shapeshift?” whispered Val in a teasing tone on Pharynx left ear after she lowered her head and let her breasts rest on the back of the smaller changeling.

Pharynx shivered in anticipation so instead of answering he just closed his eyes and basked in the presence of his teacher as he felt some of her weight her on his back pinning him on the bed and keeping him from escaping, not that he wanted to escape. Then a small flash of wine colored and deep purple flames cover him for a moment before showing that he was once again back in his female form.

“So, front door or back door?” asked Val as she lifted herself from Pharynx and used her four free hands to explored the now female soldier noticing the appearance of a familiar set of lips as one of her hands moved between the legs of the smaller changeling.

*moan*“Can y-*moan* you do both?” asked Pharynx with a somewhat flustered look, evident by the rich purple blush present on her cheeks, while trying to remain composed —and falling— but also trying to avoid eye contact yet occasionally glancing at Val.

“My my, aren't you adventurous one?” asked Val as she lowered her head again and licked the cheek of the female soldier, which caused her blush to deepen further and Val had to resist the urge to just coo.

“You should see her with her squad,” said Thorax with a more masculine voice and when Val looked back she saw that he was back to his default form.

“Thorax!” said Pharynx rather loudly in her embarrassment.

“C’mon Phi, it’s not like you are trying to hide it,” said Thorax before noticing the raised eyebrow look that Val was was giving him, so he answered, “Oh sorry, It's a habit for one of us to assume a female form and switch the role later.”

Val nodded before using her own shapeshifting to fulfill Pharynx's —or Phi as she apparently preferred in her female form— request and a brief flash of chromatic fire focused on her crotch later she was supporting two alien two feet long cocks instead of just one.

“Oh, I almost forgot. Thorax do you want the front door?” asked Val in a coy tone as she moved her lower right hand over her front to spread her plump and wet pussy lips with her middle and ring finger, thus exposing her wet and quivering tunnel that seemed to be begging Thorax to just ram his cock in there. Then she lifted her tail while moving her left lower hand and middle right hand over her sides and spread her soft and round butt cheeks, revealing her rosebud, then she used her middle left hand and in an arousing display managed to insert her whole hand into her pussy before pulling out and smear all the natural lube on the exposed sphincter and slowly yet teasingly insert each finger individually to make sure it was well lubed. Then she asked in an equally coy tone after inserting another finger and use them to spread the ring of muscles, “Or the back door? Or perhaps both?

In a daze, Thorax just climbed on the bed while a green and wine colored fire passed over his pelvis, then he stood behind his mentor and showed the twin rods of meat that he shapeshifted just now before ramming them in the holes that were offered and painstakingly presented to him.

“My my, aren't you eager?” said Val as she curled her tail around Thorax eventually with the base of her tail-blade near his face Val let her ovipositor come out and without pausing Thorax took in the member into his mouth and deepthroat it without interrupting his thrusting.

Val just smiled before she let go of her butt cheeks and pussy, then she used her middle left hand to smear what was left of her own lube on Phi’s anus while using her middle right and lower left hands to grab the smaller changeling’s by the waist and lifting her so she was on all fours as well. While only her breasts were lightly touching the back of Phi’s head she used her lower right hand to guide her two rods to their respective entrances before thrusting.

Phi opened her mouth in a silent scream on the edge of her climax as she felt her insides being stretched by the two intruders, both tunnels squeezing as much as they could one trying to push its intruder out and the other trying to its intruder further in. She almost whimpered as her mentor pulled back from the insides that were reshaped solely to take in those two magnificent rods but screamed in joy as they came back in. And everything was only made better when she felt her mentor’s hands —she didn’t know which ones— groping and squeezing her breasts and another pair doing the same with her soft ass.

Val just finished licking her middle left hand clean before using it and her middle right to grope and squeeze the soldier’s breasts while using the lower pair to do the same with the soldier’s butt cheeks, all three of them moving out of sync but eventually they found a comfortable rhythm. The Queen would thrust just as Thorax would start to pull out and she would pull when he started to thrust, that allowed the Prince to met her own pace and to focus on Phi below her without a problem. On a side note, she placed a spell on Phi to keep her from climaxing and when asked why in a pleading but equally accepting tone Val just said, “You have been such a naughty girl, almost cumming on the first thrust.”

At some point Thorax tail wrapped around Val’s left thigh while Phi wrapped around Val’s waist, the message was clear, neither one of them wanted to stop and they felt safe with Val. Said Queen just basked in the dedication of her lovers and reciprocated their efforts, the way she squeezed the breasts of the soldier below her, and occasionally slapped the soft behind with the hands that were kneading the soft flesh of said behind, only seemed to spur the smaller changeling into trying harder to get off and please her teacher. The way Thorax was massaging her ovipositor with the muscle of his throat, plus the visible pulsating bulge on his throat from said ovipositor’s intrusion, only spurred Val to try harder as well.

They kept that position for a while and eventually Val climaxed again, Thorax felt his mentor’s pussy and ass squeeze his members almost painfully, but at this point pain and pleasure were a blur, and this caused his fifth orgasm since they started in this position. Phi, on the other hand, had a “fucked silly” expression on her face as her eyes rolled up and her tongue hanging out like a panting bitch in heat, all thanks to that spell placed on her by Val, then she felt a strange warmth around her cock but she was too far gone to care.

Just as Val felt her climax coming she created a pair of rings with her Ring before bending the space inside the rings’ perimeter she placed one in front of her mouth as she opened said mouth, with the ring just shy of entering said mouth, then the second ring aligned itself with Phi’s cock and the moment it traveled down its length said cock seemed to disappear only for it to come out of the ring near Val’s mouth. Because of her greater size she easily took the whole cock without even hitting the back of her mouth, then she coiled her long forked tongue around its length even reaching outside of the lips that were around the base of said cock into the small portal and around Phi’s sack, the tip even managing to touch her own cock, the same cock that was fucking Phi’s pussy, thus tasting the male and female fluids from both herself and Phi.

Three came at the same time again and at that moment Val gripped Phi’s butt cheeks and breasts as well as the bed sheets as she once again felt her cum travel through her cocks, it was a rather interesting having more than one, before blasting into Phi’s holes as she hilted herself on the smaller changeling just as she felt Thorax hilt himself inside her and fill both of her holes again, thus adding to the ever growing reserve of emotion rich cum stored inside her body and she almost forgot about the ovipositor that said Prince was deepthroating if wasn’t for the same feeling she just felt in her cocks traveling the length of her tail until it blasted its content down Thorax’s throat and directly into his stomach.

Thorax’s was the first to recover from the rush of adrenaline and endorphin, he could still feel the ovipositor pumping more cum into his full stomach, so in an effort to taste his teacher's seed he pulled until only the tip remained, thus he kept swallowing it until Val’s orgasm subsided and made sure to savor the last spur of cream before swallowing it before sucking on the tip of the ovipositor to drink every last drop, he also notice that Val’s elytra opened and her wings buzzed with the excitment since they were unobstructed.

Val recovered not long after, so she used her mind to carefully move the ring around the base of Phi’s cock away from said cock, thus causing it to slowly retreat from her mouth just as she pulled back her tongue, which she used to lick the few drops of cum that escaped her mouth and were running down her chin before it retreated back into her mouth.

As Val moved a little she noticed four things, the first was that Thorax was eagerly trying to get more of her cum, the second was that Thorax was still hilted in her but since she was tightly holding him with her tail it wasn’t like he was going anywhere without teleporting, the third was that her belly was pressing against Phi’s back and the fourth was that Phi’s was unresponsive. When Val looked down she saw that Phi was not even supporting her own weight and she was hanging in there by Val’s hands that were not being used to support her weight. Very carefully Val used her middle pair, the ones that were on Phi’s chest to gently lower her to the bed, which allowed Val to see Phi’s face and notice that her eyes were closed, however, the moment Val started to lower the lower half of the passed out soldier’s body on the mattress she notice a few problems.

Despite being unconscious Phi was fiercely gripping both of Val’s cocks and her tail was around Val’s waist keeping her hanging from Val’s bigger frame, her belly was also big enough to almost reach the mattress but was not as big as Thorax was after Val’s first climax, in sum, Phi was clinging to Val’s body rather stubbornly by her tail, pussy and ass.

*sigh*

Val just sighed before carefully spread her knees a bit more, just enough for Phi’s knees to rest on the mattress but considering that Val was twice the size of the smaller changeling she almost sitting on her legs, as she lowered herself she let go of Thorax, however, she looped her tail around his waist and pulled him out before bringing him up and in front of her. Of course, she immediately clenched her muscles to keep his cum from escaping and she smirked as he gulped nervously but she didn’t pay attention to that, instead she brought him high enough so that his cocks were at eye level, then she proceeded to engulf both of them and expertly use her tongue to clean both of them while sucking vigorously, that plus the fact that they were quite sensitive after so much use caused Thorax to climax again.

Val drank greedily from both cocks and to make sure a single drop wouldn't be wasted she lifted Thorax even further as she tilted her head to look up allowing gravity to help her guzzle down the creamy substance coming from Thorax. Said Prince, of course, held onto Val’s horn out of reflex, if it was to keep his balance or to get a better leverage point it was up for debate, and proceeded to face fuck his teacher as he stuffed her already full stomach. When he finished he was panting and he felt Val pull him away from her, the lewd noises of her mouth still sucking on his cocks plus the wet pop that came after sent shiver down his spine and tail, before gently placing him on the bed beside her at her right as she let out a pleased sigh.

*BURP*“Excuse me” said Val politely as she placed her top right hand on her mouth after she burped rather loudly while she moved her middle pair to pat and rub her belly and it was then that she noticed how big it was.

Val looked down and resisted the urge to roll her eyes at her now bigger breasts, really it was like changelings were made almost entirely with seduction in mind, however, her attention was on the silver dome that was beneath her gray breasts. Her belly looked overdue with triplets and it was almost blocking Phi’s prone, and still attached to Val by the hip, form from her view. She came out of her introspection when she heard giggling coming from her right and she looked down at Thorax with his hands over his mouth trying and failing not to laugh.

Ignoring the giggling Prince she used her Ring to creat to condom-like constructs around her cocks before expanding it a few millimeters, then she pulled out but kept the shape of the constructs before slowly shrinking a section near the base of the condom —more like hollow dildos now— that was plugging Phi's anus and allowing the ring of muscle to slowly recover its tightness, essentially Val turned it into a buttplug. Then she connected the buttplug and dildo with a string before creating another string from the plug with a loop at the end that went around Phi’s tail as well as two more strings from the based of the dildo that went around Phi’s hips by the front before connecting to the loop at the base of Phi’s tail, then she added some area around the strings until it looked like a normal pair of multicolored panties on the on the outside.

Val looked at Thorax and just shook her head at the laughing Prince before gently lowering Phi on the bed so she was laying on her left using the lower pair of hands that were still holding onto the smaller changeling. Val had to resist the urge to just coo and cuddle the smaller changeling as she attempted to curl as much as she could while hugging her own belly with a content smile on her face, however, Val let Phi rest for now. So she got up and walked in front of the mirror, her bigger and more muscular fame having a far easier time moving the extra weight despite being around the same amount that Thorax was packing in his —her at the time— womb.

The Queen had to admit that she looked sexy even now as placed her lower pair of hand on her wide child-bearing hips; her middle pair on the silver dome that was her belly where she could still feel her overstuffed intestines and stomach fighting for space with her even more overstuffed womb; and the top pair beneath her heavy milk laden breasts that were currently bigger than her head. They were so full of milk that she barely squeezed her right breast before a stream of milk came out in an arc before hitting the mirror after this Val just shrugged before bringing the right nipple to her own mouth to taste the milk that everyone that tasted seemed to crave.

Needless to say that Val wasn't disappointed that the honeyed substance was one of the best or even the best drink she had tasted so far and if wasn't for the fact that her stomach was already full she might indulge into some of her own milk. Releasing her breast from her mouth and letting it fall back with a wet slap she just turned to her side to see her profile.

Thorax stopped laughing a little bit after Val got up, he admired her figure for a bit as she posed in front of the mirror before turning his attention to Phi and he just smiled at the peaceful look his brother in female form had.

“She wears that look well,” said Val looking at the two from the mirror as she wore a red and pink nightgown with a low cut and puffy shoulders top that was the red part as well as a puffy skirt that ended just halfway to her knees that was the pink part.

“Yeah, sometimes I wonder if she wants to be the one to bear a nymph but that’s impossible without external help and she is too prideful to admit it,” said Thorax with a thoughtful look.

Val just dissipated her fake clothes created using her shapeshifting before using her tail to lift the container from before and placing an hands on each end. A minute or two later she was back to normal and the container was almost halfway filled, so she climbed on the bed and kissed Thorax before asking, “Ready for a round or two while she recovers?”

Thorax gulped as he looked at the two twitching cocks ready to be used yet again, this was going to be a long night.

A few hours later, morning

Phi fell on her mentor’s yet again stuffed belly from exhaustion as she was completely spent and no longer being aware of the number of climaxes she endured, she couldn’t even muster enough strength to move from where she fell, which was actually very comfortable and it felt like a water bed.

Val just used her lower pair of hands gently caress the head of the smaller changeling, congratulation her for the job well done and the response she got was Phi just nuzzling her taut belly. She looked to her right where Thorax in her female form was also panting and laying on her right as she used Val’s arms as a pillow and she too had an overstuffed belly as her left leg was being held up by Val’s magic with two familiar rings of light at between her legs.

The Queen used her magic to pull Phi off of her and place the soldier beside her while she unconsciously clenched her muscles to keep the precious seed she collected inside. She laid Phi on the empty spot on her left but the moment the smaller changeling touched the mattress and before Val could move her toward the pillows Phi used her left arm to hug Val just beneath her breasts and where the curvature of her belly started, then Phi hooked her left leg on Val’s thick thigh before pressing herself on Val's side and snuggle against the bigger changeling.

Seeing that Phi wouldn’t let go of Val anytime soon the Queen just grabbed a pillow with her top left hand and carefully used her middle and lower left hands to carefully move Phi’s head up before placing the pillow for Phi to rest her head on. Once that Phi was sleeping comfortably Val moved the two familiar rings of light on her crotch up, which caused her two cocks to leave Thorax’s holes and the moment they left she lowered the leg she was holding before letting her transformation dissipate, she stayed in her female form though just without the extra arms and cock.

Thorax hissed as she felt Val’s cocks rub against her sensitive and overused —more like abused but she wasn’t complaining— holes before she too clenched her muscles unconsciously to keep her mentor’s seed from leaking, however, her tired body couldn't contain everything and some leaked from her holes but she was too tired to care. Then she felt Val return to her usual form before placing the right hand on her belly, in response she just moved back a bit and pressed her back against her mentor’s right side before relaxing in the protective presence of her teacher.

Val just laid on the bad as she felt the two smaller get comfortable against her body, she yawned as she placed a spell on Thorax and Phi’s horns so that they wouldn’t stab the mattress, the pillows or her during their sleep, then she placed one on her own horn before closing her eyes.

“Thorax have you seen V-” started a voice as its owner opened the door of the bedroom, which they evidently forgot to lock, and the ones that were still awake —Val and Thorax— recognized as Chrysalis, then she said, “There you are.”

“Hi, mom,” Thorax before falling asleep and too tired to care that her mother just walked in on her, her brother in female form and her teacher also in female form after the three had a sex marathon.

Chrysalis raised an eyebrow and Val shrugged as much as she could before closing her eyes and falling asleep.

The inspiration for Val's nightgown HERE.