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.

That is the first time I'm posting something like this and I might write more of this in the future. I'm going to do my best to write in a way that lets me keep the clop chapters separated from the main story so you all can skip them if you want. Anyway, tell me how I did in the comments below.

Warning, this chapter has female-looking-herm on female, unusual penis, nubbed penis, ribbed penis, forked tongue, bondage, oral (cunnilingus, deepthroat and blowjob), French kiss, extreme French kiss, fingering, sex toys(nipple pumps), edging, cumshot on face, cumshot on breasts, squirting, lactation, breasts frottage, excessive cum, cum inflation, musk.

Val spent her day with Chrysalis, Thorax, Pharynx and Phyllia since Hedy and Lyca went home to rest while Arachne took Ambly home to rest as well, but in her case was because she was still feeling the effects of the anesthetics. The remaining group went to a park and stayed there for the rest of the afternoon and only went back home when the crystals on the cave’s ceiling started to darken after becoming orange in color, signaling the sunset on the surface.

One event of note was when Val pulled Thorax to her lap and teased him for being jealous of his mother and the prince blushed, even more, when Val said that he was only missing a brood in his belly to be like his mother. After recovering the prince asked Val how she knew about that and her answer was that she felt a spark of both curiosity and envy directed at Chrysalis. Thorax was so cute blushing that Val just kissed him and kept hugging him until they left, much to the prince enjoyment and embarrassment.

Chrysalis chose to leave because as Val said earlier that day she consumed a lot of emotional energy and it was most likely that she would be laying her eggs either tonight or tomorrow. So the queen left when she felt that the nymphs started to grow and absorb the energy that her body had refined, the same energy that she acquired during lunch from Val. Thorax and Pharynx left with their mother and not long after that Val and Phyllia went back to their room in the Imperial Palace.

As soon as they appeared Phyllia hugged Val and kissed her on the lips, then Phyllia pulled back before looking into Val’s silver eyes.

“I hope you remember your promise,” said Phyllia while Val at first seemed confused at what Phyllia was referring to she remembered the promise she made a week ago.

“Of course I do,” said Val and Phyllia just grinned before starting to take off her dress, but Val motioned for her to stop and turn around. Then Val slowly unzipped Phyllia's dress allowing the empress to slid her wings out of the opening before she let the dress fall on the ground, now she stood before Val with only her bra and panties, which were cream colored.

Val just hugged Phyllia from behind pressing her own breasts against the empress’ back just above her wings and the only material keeping Phyllia from feeling Val’s breasts against her skin was Val's white sports bra. Then the lightsmith used her long forked tongue to lick Phyllia’s right shoulder and up to her neck before going to her throat and chin, all the while emitting small pulses of lust.

Phyllia shivered and moaned as she felt not only Val’s lust but also Val's tongue encircling her throat, so she leaned her head to the left allowing Val to tease her further.

“I can taste your lust and eagerness,” whispered Val in Phyllia's ear after she pulled her tongue back.

“I hope my taste is to your liking,” said Phyllia as she turned around and placed her hands on the hem of Val’s sports bra.

“Delicious,” said Val as her arms encircled Phyllia and her hands grasped the snaps of the empress’ bra and unfastened them. Then Val lifted her arms and let Phyllia pull up her sports bra, then the empress threw it near her own discarded dress before doing the same with her own bra and after they were both topless Val said, “I hope I get to taste something else from you.”

Phyllia response came in the form of another kiss, both of them hugged each other tightly to deepen the kiss, which had the effect of mashing their breasts together. As their long forked tongues intertwined and coiled around each other inside their mouths like snakes inside a wet and warm cave Val took the initiative by slowly moving her right hand down Phyllia's back until it rested on the base of the empress' tail.

Once there Val's index finger traced a circle around Phyllia's tail right where it met her torso just above her butt, her round and soft butt. Then Phyllia pulled back from the kiss, as she did so it was possible to see their tongues coiled around each other as they slid against each other and back into the mouths of their respective owners.

“My my, one of us is eager, aren't we?” asked Phyllia in a sultry tone as she looked at Val's eyes.

“If I remember correctly, you are the one that started,” said Val in an equally sultry tone using her lower but feminine voice.

“If that's the case, then allow me to start our –hopefully– first round of activities,” said Phyllia as she used her hands to pull Val's arms away, before motioning for her to sit on the bed. As Val sat Phyllia unceremoniously took off her panties, showing her smooth skin free of fur along with her pussy, after that her horn glowed briefly as she teleported Val’s shorts away from her body and just above the place where their clothes were.

Phyllia approached the lightsmith and knelt down in front of her, Val's member was almost coming out of its sheath, so the empress wasted no time in inhaling Val’s musk scent but she also caught another scent as well. Then she reached out with her right hand and started to fondle Val's impressive set of family jewels, more than twice the size of the average of her previous lovers, which were more often than not pretty endowed by most standards.

Val moaned at the stimulation that she almost forgot what felt like, so she leaned back and placed her hands on the mattress. Val’s arms almost gave out when the lightsmith felt Phyllia’s tongue against her sheath’s edge and interior brushing against the tip of her member that was slowly coming out while Phyllia's right-hand brush against a part of her anatomy that went relatively unexplored since the creation of this new body.

Phyllia's right hand moved from Val’s balls to the outer lips of Val's folds before inserting her index and middle fingers into Val's pussy while using her thumb to stimulate the clit. By Val’s moans, she was really sensitive or just unused to the sensation, probably a bit of both but more of the latter than the former. Because of the stimuli, it didn't take long for the member to come out of its sheath, at first Phyllia planned in giving Val a blowjob, but then she noticed something unusual with her tongue, so she pulled back to take a look at Val’s penis.

“Well, it's… different,” said Phyllia as she looked at Val's erect member. It was a 2ft in long, 5in thick, black in color with small silver patches, the size didn't surprise her since their proportions were more in line with the horses from Saddle Arabia than ponies, even if they were above average but still in what they considered normal, nor the color since the metamorphoses.

No, what surprised the empress more was its shape, since changelings started as flutter ponies their genitals remained the same on the outside and most of the changes were internal, so they changed their shape mostly to match other species such as diamond dogs, gryphons and the like. However Val’s was very different from those, its proportions were definitely equine, however the head of Val's member was more mushroom-like instead of flat disc-like, it had small round bumps forming rings around the length of the shaft but also giving it a scale like pattern as well as a somewhat segmented and ringed looks with smooth edges while becoming slightly thicker near the sheath.

“You are staring,” pointed out Val, which made Phyllia come out of her daze.

“Well, it’s very… um… unique,” said Phyllia.

"Yeah, probably a side effect of messing with this body's biology," commented Val.

Out of curiosity Phyllia used her left hand to carefully trace the rings and resumed her work with the right one. She saw Val's member twitch as it leaked a bit of pre, then Phyllia pulled back her right hand showed that her fingers were dripping with Val's female arousal. To anyone else the liquid was clear but to a changeling it looked multicolored, the result of their “second sight” that allowed them to see emotional energy —both the one that floats in the air as well as the one that clung to objects and substances— and the aura of living beings.

Phyllia licked her fingers and moaned at the taste of the emotions that Val felt just moments ago, that combined with the emotions Val was giving off was actually exciting the empress, mating among changelings had another layer of interactions because of the emotions they could taste from each other.

Val saw Phyllia sensually lick her own fingers until they were clean, then the empress licked the pre from the member's round tip before sucking it and trying to coax more out of it, all the while moaning at the taste of the energy saturated fluids. Then Phyllia opened her mouth and engulfed the tip of Val's dick before slowly going down its length until it hit the back of her mouth before pushing further without problems, which showed her experience.

The lightsmith moaned as she felt more of her member being swallowed by Phyllia's mouth until the empress was halfway, then she started to move up and down on Val's meat rod, that lewd image was only complemented by Phyllia blushing, looking up into Val's eyes with a look of ecstasy while using her two hands to squeeze the part that wasn't in her mouth.

Val's right hand was placed on Phyllia's head and every time the empress moved down a bit further. This went for almost half an hour, only Val's immense willpower allowed the lightsmith to push back her climax, but that was only delaying the inevitable. When Phyllia had only a few inches of Val's dick left the lightsmith used a bit more force than intended pushing Phyllia until the empress' lips touched Val's sheath, that show of force surprised Phyllia causing her mouth, throat and esophagus to squeeze Val’s member destroying any resistance that the lightsmith had left before being pushed over the edge.

Good thing that changelings were able to swallow and breathe at the same time because Val kept pushing Phyllia's head against her crotch and the empress just took in Val's musky scent before feeling Val's cock swell from the base all the way to the tip, then Val's energy-rich cum blasted from the lightsmith's cock and into Phyllia's stomach. It didn't take long for the constant stream of cum to completely fill her stomach, Phyllia tried to pull away but Val kept the empress head in place forcing her to take this flood.

By the time Val's grip loosened Phyllia pulled back and a few spurts landed on the empress' face and breasts before Val fell back onto the bed panting. It took some effort but Phyllia managed to keep Val's seed down when the Empress looked down after wiping Val's cum from her face her eyes widen at the sight before her. Her belly looked halfway through a pregnancy, as she got up with some difficulty she felt and heard the cum sloshing noisily inside her stomach, luckily she had her tail to help balance herself as she walked, besides it wasn't her first time with a belly this size, so she went to the bed and sat just beside Val.

“I have never been filled like this before,” said Phyllia as she too panted from this experience, she could feel her body already absorbing the energy in the cum.

“Yeah… *pant* probably… *pant* because… *pant* of my… *pant* regeneration…” said Val as she laid there recovering while Phyllia licked her own hand clean before collecting the cum on her breasts and swallowing until they were clean as well and the only proof of their state was the fact that they were still slightly moist, no matter how stuffed the empress was she couldn't get enough of that deliciously energy-rich fluid.

Phyllia's horn glowed as she used her telekinesis to open the closet then the bottom drawer and taking out a crystal ball about 13in in diameter, once the empress was holding the ball with both hands it started to fill with a multicolored mist like substance that was seemingly coming out of her hands. Once the ball was completely filled it looked almost like a snow globe but filled with multicolored ink without the colors mixing, then Phyllia placed the sphere near the pile of clothes before taking out another sphere, this process was repeated about six times and each time her belly would shrink. In the end, Phyllia was almost back to normal, she still had a barely noticeable paunch like she had just overindulged on her favorite food, which was not far from the truth.

“The last time I was filled with this much energy was after a rather large orgy with some pony nobles on a private party while disguised, even so, it was mostly just lust,” said Phyllia as she floated the last sphere near the others also taking notice of the rather large wet spot on the bed, just where Val was sitting. No surprises there since Val probably climaxed both as male and female, herms tend to have longer climaxes because of the feedback of both of their sexes being stimulated at the same time.

“Pony nobles, really?” asked Val having recovered her breath.

“You would be surprised with what happens under Celestia's nose,” said Phyllia as she laid beside Val, who moved back so she was laying completely on the bed. Then Val rolled and positioned herself over Phyllia, who could feel Val's still hard dick against her belly while Val's sack brushed against her wet lips.

“I don't care about the decadence of other nations. What Celestia allows or not doesn't matter to me. Only the flutter ponies, now changelings, and the crystal ponies are what matters to me,” said Val as she lowered herself until she was just inches away from Phyllia and their breasts were once again being pressed together.

“Aw, I knew you cared,” said Phyllia before she pulled Val into another kiss.

However before the situation became another make-out session Val pulled back and said teasingly, “Now now, if I remember correctly you promised me a taste of ‘something else from you’ before your surprise feast.”

“It was you who pushed my head down,” said Phyllia accusingly but without malice.

“Details details,” said Val dismissingly before slowly moving down along Phyllia's body until she was just above Phyllia's plump and wet pussy lips, they were very human-like except for the color with the outer lips being the same color as her skin while the inner lips and clit were a lighter shade of brown.

On her way down Val got a rather devious idea, so she inserted her tongue to explore Phyllia's tunnel causing the empress to moan while Val explored and tried to find which spots affect Phyllia the most. Then Phyllia's hands moved to fondle her own breasts, however, Val chose this moment to implement her idea, her ring glowed before creating a few constructs.

Five shackles appeared on the air, one for each limb –including Phyllia's tail– before clamping around the empress' wrists, ankles and tail just before the base of the blade, then chains came out of these shackles before securing themselves on the corners of the bed while the chain from the tail secured itself on the base between the lower corners. Phyllia started to struggle as the chains pulled her limbs, but it was futile and in the end, she was chained to her bed with her arms and legs spread.

“Now now, you have been a very naughty girl. As punishment you will just sit there and enjoy the ride at my own pace,” said Val after pulling back her tongue. Then she went back to her task when Phyllia stopped struggling, Val could taste the spike in arousal along with surprise, but once the surprise died down it was replaced with trust and Val knew Phyllia was ok with this because Val would never force Phyllia to do something she didn't want to do, besides they might try again with the roles reversed at a later date.

Phyllia just squirmed as much as she could, at first she tried to free herself, just because she trusted Val that didn't mean that she would just accept the lightsmith's dominance without a fight, so she tried to concentrate on a spell to help her escape, but before she could come up with anything Val materialized an inhibitor ring around the empress' horn without pausing on her task. Eventually, Phyllia stopped trying to escape and was now trying to get Val to go deeper and/or faster.

“I'm… almost… there,” said Phyllia as she was on the edge of an orgasm, only for Val to slow down. Phyllia lost count of how many times this repeated itself, it was the first time in her long life that this happened to her, never before she was brought this close to a climax and kept there for this long, it was actually enlightening to be on the receiving end of this situation.

“If I remember correctly, I said ‘just sit there and enjoy the ride at my own pace’. It seems you need to be disciplined,” said Val after she pulled back her tongue and look at the pleading eyes of the empress while brushing the tip of her right index finger on Phyllia's outer lips, then Val created more constructs in the form of nipple pumps that started to suck on Phyllia's nipples very hard.

Then Val resumed her “tasting session” enjoying the sweet taste enriched by Phyllia's emotions, mainly lust, trust and love. Val then pulled the nipple pumps from Phyllia and Val just savored the spike of arousal from Phyllia, Val was about to dispel the pumps when she noticed something, so she made a glass and poured the liquid inside.

“Oh, it seems your body already converted the excess energy. Your body must be pretty used to doing this,” said Val before drinking the energy-rich milk, then she said, “Delicious, I almost envy your nymphs, almost.”

Immediately Val went back to Phyllia's pussy before the empress could answer, not that she would be able to answer if the look she had on her face was any indication. Seeing the look of frustration on the Empress, Val thought Phyllia had enough, so she picked up the pace and hit all the right spots.

Almost immediately Phyllia came and Val just drank the result of the empress’ climax, the tang and sweet taste of her climax enriched by their lust and love. Some of it was dripping down Val's chin as she drank and by the time it ended Val pulled back showing that her lower face was practically drenched as it dripped and slid down her neck and onto her breasts.

“Well, that was intense, wasn't it?” asked Val only to have no answer. Then Val looked at Phyllia and asked, “Phyllia?”

Phyllia passed out from the last climax, her breath was slowly coming back to normal but she was definitely unconscious.

“Maybe I got a little carried away,” said Val as she looked at Phyllia. Then she looked down at her own arousal and said, “Damn, I’m still hard.”

*Sigh*

Val sighed before dispelling the shackles/chains and after that Phyllia rolled to lay on her left side. Then Val laid on her left side behind Phyllia before hugging the empress and she unconsciously got closer. As Val laid there spooning with Phyllia she coiled her tail around Phyllia's.

“You better make up to me for leaving me hanging,” said Val as her right arm was just below Phyllia's breasts and Val's own breasts were pressing on Phyllia's back just above her wings.

Then Val closed her eyes and fell asleep as she rested her head on the pillow.