“Wait wait wait… yer tellin’ me that… y’all did it with… Rarity?”

“Why yes darling, I have.”

“Stop callin’ me that… And… Rares? Ain’t no way that’s true, yer lyin’.”

“Am I really? What does your little talent for spotting lies tell you?”

“… Humph.”

Twilight watched silently as Applejack snorted in annoyance, the farmer averting her eyes to glare at her mug of cider. Chrysalis chuckled, obviously enjoying herself, and Twilight sighed softly. Things were not going very smoothly between those two, but it could have been worse. At least they hadn’t come to blows yet… if you didn’t count the initial scuffle in the barn.

The three of them had been chatting in Applejack’s kitchen for a while now, the conversation going from cold aloofness to tensely heated at the drop of a hat. A small barrel of aged cider sat on the ancient table between them, freshly retrieved from the cellar. Applejack took a big swig from her mug, grumbling under her breath, while Twilight took a more moderated sip. The alicorn shivered in delight; having a taste of the Apple family’s personal reserve was a rare treat.

“Sweetie?” Chrysalis fluttered her eyelashes, pointedly nodding to her own mug.

Twilight couldn’t help but smile as she levitated Chrysalis’ mug to her black lips, her wife humming in appreciation for the attention. Applejack watched them with a glower, clearly annoyed by the lovey-dovey display of affection, but she didn’t comment. It wasn’t as if Chrysalis could take a drink on her own: she was still hogtied and helpless, hanging from the ceiling in a rustic parody of a changeling cocoon. The rope halter around her muzzle had been loosened to let her speak, but otherwise Chrysalis was completely immobilized.

“Aaah, delicious.” Chrysalis exhaled, licking her lips while Twilight lowered the mug back to the table. “A perfect drink to go with your jealousy.” She smirked down at Applejack, her eyes twinkling evilly. “Figures the hardy farmer would have a soft spot for the dainty fashionista, hmm?”

Applejack glared at the dangling changeling, but didn’t raise to the bait. She turned to her friend, her gaze full of worry… and truth be told something that really looked like envy. “Twi, yer sure Rares wasn’t mind-controlled or somethin’?”

“I’m sure.” Twilight mumbled, looking at the bottom of her empty mug to avoid her friend’s gaze. Wordlessly, Applejack uncorked the cider cask and refilled Twilight’s mug despite her protest of having had enough. “I really shouldn’t… Ok fine, thanks…”

Applejack gave Twilight a quick smile, then she shot Chrysalis’ mug a glance; it was empty as well. She glared at the changeling, mulled it over for a few seconds… then filled Chrysalis’ mug with a grumble. It seemed AJ’s sense of hospitality was stronger than her grievances with the changeling. For once Chrysalis didn’t poke fun at her, and only thanked Applejack graciously, receiving a neutral grunt in response. If anything, AJ seemed begrudgingly pleased by the changeling’s enjoyment of her cider. They obviously couldn’t be called good friends yet, but it was a start.

Twilight hid her hopeful grin by taking another sip, the chilled cider doing wonders for her parched throat. She didn’t know why, but for a while now she had been feeling strangely feverish, and it was only getting worse. Applejack seemed to be having the same issue: she had taken off her hat, and Twilight could see beads of sweat running down her orange coat. The scuffle in the barn must have tired them more than she thought…

“So…” Applejack cleared her throat. “Is she… is Rares…” She looked down at the table, idly poking at a knot in the rough Applewood, obviously embarrassed. “Is Rarity with y’all now? Part of yer… ya know… yer herd?”

Twilight bit her lips. She was still unsure she even wanted to start a herd. For a pony born and raised in Canterlot, the concept was so… she didn’t want to use the word primitive, but it was the most appropriate term for how she felt about it. In the capital having more than one partner was seen as backwards or even indecent, and Twilight had grown up with that belief. She didn’t necessarily dislike the idea of living with Rarity, or even sharing a bed with her… but it just felt weird to have more than one special somepony. She didn’t voice her opinion, since Applejack was obviously not of the same mindset, nor was Rarity. Speaking of the unicorn…

“I-I guess she is… I’m still a little new at this, but since Rarity has already moved into the castle-”

“And you are more than welcome to join her.” Chrysalis interrupted, waggling her eyebrows suggestively. “Twilight’s bed is big enough for the four of us… or we could give you two a room of your own- *mfft*!”

Twilight grumbled as she forcibly tightened the halter around her wife’s mouth, muzzling the changeling before she could say anymore. “Okay, you’re in time-out again.” Twilight huffed. Chrysalis wiggled and grunted in protest, but the knots held, keeping her bound and swinging from the ceiling. Twilight watched her struggle, her lips curling up.

It was strangely satisfying to have so much control over Chrysalis, it was almost… exciting. Twilight rubbed her brow, her hoof coming back damp with sweat. The cider must have been particularly strong, she felt a little light headed already. And the nagging warmth under her tail… it almost felt like she was in heat...

Twilight heard a polite cough and turned back to her friend. She was confused by the soft blush on Applejack’s cheeks, until she realized she was smiling a little too wide, taking too much evident pleasure in tying up her wife. Her magic had even started to caress Chrysalis’ neck without her prompting, the action completely inappropriate in polite company.

Twilight cleared her throat, trying to dispel the awkwardness. “Ahem, as I was saying.” She did her best to ignore Chrysalis’ muffled chuckle. “Yes, Rarity is living with us now, so I guess she’s part of our… herd. And considering what happened between Chrysalis and her…”

“Fine fine, ya don’t need tah remind me.” Applejack snorted, scrunching up her muzzle.

Twilight held her tongue; it seemed Chrysalis’ remark about her friend’s jealousy was spot on. She felt bad for the apple farmer, and tried to think of a solution… one that didn’t involve playing right into Chrysalis’ game. Learning to live with both Rarity and Chrysalis as herd-mates was already an intimidating prospect, adding a fourth pony to the mix was just terrifying. On the other side of the table Applejack fiddled with her mug, seeming lost in her own thoughts.

The companionable silence stretched on, both Twilight and Applejack daydreaming quietly, while Chrysalis swung from the ceiling like some sort of monstrous piñata. They drank their cider to pass the time, Chrysalis whining as she was left out… then Applejack finally spoke.

“Say… Twi…”

“Hmm?”

Applejack fidgeted some more, seeming hesitant to ask her question. “Ya saw what happened between Rares and this here varmint, right?”

“Yes, in vivid details.” Twilight blushed, the images of the brutal rutting coming back to her. Her head swam with the memories, and she felt more and more dizzy; was she getting sick?

“Hmm… Mind if Ah ask what it was like?” Applejack said, asking as casually as she could. Her cheeks reddened at Twilight’s surprised look, and she quickly added, “Just worried is all, Ah ain’t interested in the details or nothin’.” She really was a terrible liar.

“I don’t know…” Twilight bit her lips, squirming on her bench. A small part of her wanted to tell Applejack everything, to revel in the excitement with her friend, but her conscience loudly objected. “Wouldn’t that infringe on Rarity’s privacy?”

“Maybe…” Applejack played with her mug of cider, her tongue running over her lips; she really looked thirsty for some reason. “Ah just want to be sure Chrysalis didn’t hurt her none…”

“Well, technically Chrysalis did hurt her…” Twilight shut her mouth with a click, but too late, Applejack was giving her a wide-eyed stare. “No no no, not like that!” She rushed to say, before the farmer could get the wrong idea. “Rarity didn’t mind the pain, she liked it! And she hurt Chrysalis first, she even broke her whip… oh Celestia why did I say that!” Twilight pressed her hoof against her muzzle.

“Woah nelly…” Applejack blushed furiously. “Ah didn’t think Rares was into that kind of thing, but Ah guess that explains them scars on yer wife’s coat…”

Twilight hid her face under her hooves, ashamed she had just revealed Rarity’s secret so easily. She couldn’t believe she had let that escape. Why was her mind so fuzzy! It really felt like she was running a fever, maybe she should go back to the castle? She took a deep breath, trying to gather her marbles… and she did a double take. A strange smell began to tickle her nose, distracting her from the dizziness .

She inhaled deeply, focusing on the scent, enjoying its fragrance. All other thoughts left Twilight’s mind, the heady perfume invading her senses. It was both spicy and sweet, like a cinnamon apple tart fresh out the oven. And it was mouthwatering. Twilight sniffed the air, her eyes fluttering as her thoughts became even more jumbled, lost in her search for the source of the heavenly aroma.

“Hmm… Twi?”

Twilight hummed distractedly, too busy with the delicious smell to really pay attention to her friend.

“Could ya… could ya stop sniffin’ me… please?”

Twilight’s eyes shot open in shock, and she realized with a start what the smell was: Applejack was in heat, and she obviously had not taken any medicine for it. The scent was powerful, stronger than any mare Twilight had ever smelled. The alicorn unwittingly inhaled in surprise… and the concentrated dose of mare pheromones filled her nose —she could almost taste her friend on her tongue— making her own belly burn with desire. Twilight whimpered as she felt her nethers become instantly soaked, and she prayed to Celestia her friend wouldn’t notice.

Of course, it was not to be. Applejack’s nose twitched, and her cheeks reddened, no doubt smelling Twilight’s own arousal. Their scents mixed together into a potent pheromone cocktail, the smell of two mares in need of a good rutting filling the small kitchen. Twilight felt like she could just die of embarrassment, every panting breath giving her another lungful of Applejack’s scent… and a new smell appeared, joining their heated musk.

Twilight blinked in surprise, her nose twitching as she tried to place the new scent. It was zesty, minty, exotic. It reminded Twilight of a lime cake, one of her favorite pastries. Amazingly enough the new smell was soon strong enough to overwhelm the mixed scents of two mares in heat, and Twilight slowly turned towards the obvious source: Chrysalis.

The changeling was devouring them with her draconic gaze, her eyes full of lust and hunger. Her nostrils flared wide as she inhaled their shared scent, growls escaping from her chest, like a starved panther on the prowl. Against Twilight’s expectations the changeling’s stallionhood hadn’t slipped out of her internal sheath. No. The smell was coming from another place. Twilight couldn’t see her wife’s marehood from this angle, but she did see the copious amount of arousal leaking from her illusive female genitals, a puddle already forming below.

“Oh…” Twilight squeaked out. Her whole face felt like it was on fire, and a quick glimpse towards Applejack told her the poor earth pony was not faring any better. “I… I think we should go.”

“A-ayeup.” AJ stammered, her wide eyes following the gushes streaming from Chrysalis, her syrupy juices flowing like a waterfall. “Ah… Ah think that’s for the best.”

The apple farmer shuffled on her bench, and Twilight distinctly heard the wet squelching sound of Applejack’s soaked nethers sticking to the wood. Twilight pretended not to notice, and Applejack did the same when her alicorn friend stumbled off her seat, a similar noise making them both shiver. Twilight studiously avoided looking at AJ and started to untie her wife… or at least tried to. She was so flustered her magic couldn’t quite grasp the knot holding Chrysalis suspended, the dripping down her legs doing very little to help her concentration.

After a few moments of magical fiddling, Chrysalis rolled her eyes, an amused snort leaving her bound muzzle. Like a snake slithering from its hole, her tongue slipped from the side of her mouth, the tentacle sliding over her muzzle, reaching for her horn. With a simple flick the inhibitor was removed, the ring falling straight into Chrysalis’ mug below. Her crooked horn instantly flared to life, a blinding flash of green fire engulfing the kitchen… and when Twilight opened her eyes Chrysalis was standing under the slackened ropes, a smug smile on her lips.

“Y-you…” Twilight stammered, feeling foolish for thinking the changeling had been truly helpless. “Why didn’t you do that sooner?”

“Hmmm, and where’s the fun in that?” Chrysalis groaned, stretching like a cat, her shapely rear sticking in the air while she crouched, showing off her curves. She flicked her tail, a shower of fragrant arousal spraying the table, more than a few droplets splashing straight into Applejack’s mug. The earth pony cringed back, her nose twitching madly. “Oops, sorry darling. I hope I haven’t ruined your drink.”

Applejack mumbled something, too low to be understood. She looked down at her mug, where Chrysalis’ juices were mixing with her cider, her expression unreadable.

Chrysalis levitated her own mug, before downing the whole thing in one big gulp. Twilight’s eyes went wide, her magic reached out to try and retrieve the inhibitor ring… but Chrysalis slapped her aura away. The changeling made sure to swallow audibly, and Twilight whimpered as the priceless artifact disappeared down her wife’s gullet. The mug clattered emptily on the table, Chrysalis stifling a satisfied burp.

“Truly delicious.” Chrysalis smacked her lips, then shot Twilight an evil smile. “Shall we get going sweetie? We have to do something about our… situation.” She flicked her tail again, throwing another dose of her arousal into Applejack’s mug; the earth pony didn’t even flinch this time. “Unless you prefer we do it right here on the table…”

Twilight squeaked as Chrysalis’ magic caressed her cutie mark, the green aura slowly flowing towards her nethers. “S-stop that…” The magical tendrils reached her engorged folds, threatening to slip right inside. “Eeep!” The message was clear: Chrysalis was not going to wait very long. Twilight turned to Applejack, her eyes wide and excited. “Okay, we’re going! See you later AJ, t-thank you for the cider, and…” she looked at her bench and the floor. “… sorry for the mess!”

Twilight scrambled for the front door, tripping over herself in her haste. She knew Chrysalis would have no qualms in taking her right there and then, and she was startled to realize that a part of her yearned for it. Judging by the hungry look Chrysalis was giving to Applejack, there was no doubt the changeling would try to drag the earth pony into the fun… and considering the farmer’s flustered expression she might very well accept. Twilight took hold of her wife’s hoof, dragging the changeling away from her friend.

“Such a shame.” Chrysalis purred, letting herself be pulled away with bad grace. “I was looking forward to enjoy some more southern hospitality.” She rolled her hips as she followed Twilight, giving Applejack quite a show. “I hope to see you soon, we have much to discuss, darling.”

Applejack gulped out loud, her cheeks redder than Big Mac’s. Twilight grumbled as she shoved Chrysalis out the front door, the changeling cackling in glee. She gave her friend an apologetic smile, to which Applejack answered with a slow nod, her mouth open and panting. Twilight quickly followed her wife outside, eager to escape the awkwardness. She pulled the door closed… and she had a glimpse of Applejack downing her mug of cider like a mare dying of thirst. The same mug Chrysalis had sprayed her juices into. The door slammed shut on the disturbing scene, Twilight’s jaw falling in shock.

“Oooh, she will regret doing that.” Chrysalis whispered right into her ear, making Twilight squeak in surprise. “My liquid love can be… intoxicating”

“You stay away from her.” Twilight hissed. “She’s obviously going through estrus, she’s not acting rationally.” She stepped away from her wife with a glower and hurried off towards Ponyville, Chrysalis walking beside her. “Now let’s go back to the castle, I need to take my heat medicine-”

“Or I could give you a dose of a more,” Chrysalis nibbled on her ear, “natural remedy?”

Twilight bit her lips, considering her wife’s words. She hesitated… then she nodded, her pace quickening noticeably. “… Let’s hurry.”

The two of them trotted down the dirt path, Twilight’s hooves going faster and faster as the burning need in her belly became worse and worse. She was extremely aware of her dripping nethers, and she was pretty sure she was leaving a nice wet trail on the dirt path. She tried to control the flow of arousal… and she gasped when Chrysalis’ magic teased her winking love button, making her squirt even more.

“Stop that.” Twilight growled, flaring a wing open to slap her wife’s side.

“What’s wrong?” Chrysalis purred, her horn shining brighter. The magical tendril slowly sank deeper into Twilight’s heat, the alicorn almost falling as she stumbled on her unsteady hooves. “Are your biological needs bothering you sweetie?”

“I shouldn’t even be in heat.” Twilight panted. “And it’s so strong…”

“The burning is quite bothersome, isn’t it?” Chrysalis pushed her magic a little deeper into Twilight’s marehood, the alicorn moaning out loud as her quick canter slowed to a trot. “That desire, that need, it’s simply maddening, hmmm?”

“Yes…” Twilight breathed out, her faltering steps coming to a stop.

“Don’t worry sweetie, I would never leave you in such a state.” Chrysalis leaned in close, her own minty scent washing over Twilight, leaving the alicorn dazed. “Let me help you…”

Twilight bit her lips, shivering in delight as Chrysalis caressed her sensitive folds. She looked back, watching in a daze as Chrysalis’ magic flowed over her rump, the green glow grasping at her flesh, covering her cutie mark… and her gaze fell on the faint bite mark crossing her flank. She blinked drunkenly, watching the two puncture marks from Chrysalis’ fangs, a nagging thought trying to reach her fogged mind. Why was that bite mark so important, something told her it was important… and in a flash of understanding it clicked.

“You!” Twilight’s eyes shot open, instantly wide awake. She rounded up on Chrysalis, finding a playful smile on the changeling lips. “You did this to us!”

“Maaaaaybe.” Chrysalis smirked, showing off her fangs, glowing pink venom dripping from the points.

“You promised you’d never use your venom!”

“Nooo, I said I would never use any mind-altering venom, because I don’t need to. I don’t need to manipulate your minds with magic or venom, you ponies are happy enough to willingly jump into my jaws.” Chrysalis cackled. She circled Twilight with a bounce in her step, like a kitten anxious to play. “My little concoction only triggered your natural cycle, it made you a little more honest with your desires. Isn’t honesty an important part of friendship?”

“Okay that’s it, we’re returning to the farm, you’re going to fix us, and you’re going back into those ropes!”

“Well, I do have an antivenom, but…” Chrysalis tapped her chin, pretending to think about it. “Hmmm… No.”

“Chrysalis!” Twilight stomped her hoof. “Give us the antidote!”

“Nnnno.”

“Give. It. To. Us.”

“Make me.” Chrysalis taunted, her eyes full of challenge.

Twilight grit her teeth, her horn flaring to life. She took a step towards her wife, preparing to subdue her again, but the changeling was ready.

Chrysalis bolted off into the tree line, her evil laughter echoing around the orchard. With a whinny of anger and embarrassment, Twilight gave chase, horn fizzling with power. Chrysalis weaved around the trees with catlike grace, her hooves barely making any noise as she dashed on the soft soil, in stark contrast with Twilight’s thundering gallop. Changeling and alicorn disappeared amongst the trees, leaving a clear trail of hoofprints and fragrant juices in their wake.

Deeper and deeper into the forest they ran, trees whipping past as Twilight tried in vain to catch up. The changeling was just too fast, too agile. Chrysalis even bounced off the apple trees to trip up her wife with sharp turns, Twilight skidding after her like a race kart. It really was like trying to catch a cheetah in a game of tag, Chrysalis’ running style more feline than equine, leaving the poor nerdy unicorn in the dust.

Soon Twilight could only see the tip of green tail flickering ahead, before it too disappeared from view. With a snort Twilight pumped her legs to catch up, but she quickly realized Chrysalis had pulled too far ahead. No matter, she didn’t stop running. Even if she couldn’t see Chrysalis anymore, she could still smell her. A smile appeared on her lips, her previous anger replaced with a sharp focus on the chase… and a surprising amount of enjoyment.

It’s like… It’s like I’m hunting for her… The thought was incredibly arousing, Twilight’s panting breath becoming even more ragged from excitement. Oh my Celestia, why is this making me so aroused…

The furious pursuit brought Twilight to a wilder, older part of Sweet Apple Acres. The apple trees no longer were planted in neat rows. They were taller, wider, their bark thick and twisted with age. Their gnarled roots emerged from the ground randomly, ready to trip an unsuspecting pony. Twilight had to slow down, watching where she stepped to avoid twisting her ankles… and that’s when she was attacked.

With a terrifying snarl, Chrysalis pounced from the leaves overhead, startling Twilight half to death. In her exhausted state Twilight could only offer a token bit of resistance as they rolled on the grass, though she noticed Chrysalis did her best to steer them towards a soft patch of grass, away from any knotted roots. For once the changeling didn’t try to go for her throat, and instead went for her lips. Twilight melted into the aggressive kiss, her lips parting to allow Chrysalis to deepen the embrace. Soon her mouth was bulging with changeling tongue, and still they wrestled on the ground, moaning into each other’s mouths.

They rolled on the grass some more, their heated scents mixing with the smells of nature, before coming to a stop on a bed of flowers. Amazingly enough it was Twilight who ended up on top, Chrysalis apparently too busy exploring the depths of her throat to focus on their wrestling match. Twilight put her hoof on her wife’s chest, pinning Chrysalis down, and she jumped on top of her, straddling the changeling’s belly.

Their lips parted with a loud sloppy *smack*, Twilight’s throat bulging as the tentacle slithered out, leaving her panting but victorious. They looked into each other’s eyes, their flushed faces betraying their desire for one another. With a start Twilight realized she was sitting right on top of Chrysalis’ male genital slit. If the changeling got hard, she would slip right inside. Twilight was not against the idea at all…

“Hmmm, not bad.” Chrysalis purred, a big satisfied smile on her dark muzzle. “Did you enjoy chasing me?”

Twilight nodded wordlessly, her breathing becoming more and more ragged as she grinded her dripping intimacy on Chrysalis’ cock-slit, trying to get it to come out. A quick filling would take care of her heat. It was only fair, she had won this round… she needed it! Why was Chrysalis denying her!

“Good, I’ll make a wolf out of you yet.” Chrysalis chuckled. She watched Twilight gyrating her hips, the alicorn snorting in frustration; she obviously found Twilight’s despair quite entertaining. “Sweetie, what are you doing?”

“P-please…” Twilight panted, the fire in her belly burning hotter than ever. “Please give it to me…” All this running had not helped the burning at all. “The heat, it’s…”

“It’s driving you crazy, isn’t it…” Chrysalis hissed, her hoof running over Twilight’s belly, teasing her. “That instinctual craving, that hunger for a stud to douse the flames… isn’t it awful?”

Twilight nodded, her juices dripping all over Chrysalis’ carapace. “Why are you doing this to me… Why did you force me into heat when I’m already pregnant…”

“Because I need you to understand.” Chrysalis pressed against her belly, making Twilight moan out loud. “That need? That heat? That is how I feel. This is how I’ve felt every day, every hour, every second, since I started nesting. Sweetie, I need relief, or I might just go mad.” Her eyes twinkled in amusement. “Well, madder. You wouldn’t want to see me when I truly lose my mind.”

Twilight paused in her grinding, and she shot Chrysalis a startled look. “You mean… you’ve been in heat all this time?”

“The changeling equivalent, yes.” Chrysalis hummed, gently caressing Twilight’s belly. “It may not be as apparent as yours, but I can assure you, it is a lot stronger than what you are experiencing right now.”

The zesty scent of the changeling’s arousal intensified, making Twilight’s head spin. She slowly stood up and took a few steps back, her expression full of curious wonder. Her gaze darted from her wife’s amused grin, to the changeling’s nethers, hidden behind her tail. Chrysalis gave her a wry grin, and she flicked her tail away, leaving her intimacy on full display.

It was the first time Twilight had more than a furtive glimpse at Chrysalis’ female genitals. For the most part her marehood looked very much like a pony’s, with full, soft looking lips, and a long, narrow dark slit. Her folds were engorged, swollen, just like a mare’s in the middle of estrus. Her pussy also winked like a mare’s in heat, letting Twilight have a good look at her insides. Chrysalis’ inner flesh was a bright neon green, just like her cock, and it was oozing with arousal. Her cunt clenched and squirted with obvious desperate need, promising a snug place for a stallion to blow his load into.

Unable to resist, Twilight slowly came closer, kneeling down, reaching for her wife’s intimacy with her hoof. Chrysalis shivered in delight as Twilight’s hoof brushed against her rear, the shy caress stopping just shy of touching her winking slit. Twilight marveled at the way her wife’s carapace seamlessly went from hard exoskeleton to flesh-like softness, just like Chrysalis’ lips when they kissed. Twilight gulped as she watched another set of lips pulse before her eyes, begging for her attention.

Trembling, Twilight brought her head lower, her panting breath washing over Chrysalis’ slit. She had never done this kind of thing with a mare before, and she felt like a virgin all over again. She stuck out her tongue, her heart hammering in her chest, a familiar fear of failure making her shiver. She closed her eyes, her ears twitching in anticipation. She was so close she could feel the incredible heat radiating from Chrysalis’ pussy. A few droplets of her arousal squirted on her tongue, the explosion of flavor making her head spin. She prepared to make contact, leaned forward… and she stumbled when she found nothing but air.

“H-hey!” Twilight protested, her face burning with embarrassment. She glared up at her wife: the changeling had rolled to her hooves at the last moment, leaving her hanging.

“Sorry my love.” Chrysalis chuckled, her tail falling back into place. “But I’m afraid you’ll only be making it worse.” She slowly turned, rolling her hips, teasing Twilight without mercy. “A queen’s nesting cycle is not as simple to deal with as a pony’s estrus: there is no magical remedy, there is no fake stallionhood that can quench the fire, and your cute little tongue will only make me go mad with unfulfillment.” She pushed her nose to Twilight’s, eyes shining and horn fizzling. “I. Need. A. Stud. Trying to keep me from finding one is nothing short of cruel.”

Twilight gulped, intimidated by her wife’s intensity. Chrysalis almost looked desperate in a way, on the verge of tears... But Twilight wasn’t fooled. She was sure the changeling was exaggerating. The changeling was putting on a show to make her kind pony wife feel guilty… and annoyingly enough it was working. If there was even a chance Chrysalis was really suffering as much as she claimed, Twilight had to do something. Thankfully, she had prepared for this.

Twilight smirked, leaning back from her wife, and she shook her head.

“I knew you would refuse.” Chrysalis hissed, her lips pulling back into a toothy snarl. “Of course you would prefer to see me suffer under your jealous grasp than-”

“Okay, I understand.”

“- than let me… be… happy… uh?” Chrysalis choked on her tirade, so surprised by Twilight’s acceptance that she forgot to keep her angry mask on. “You… you do?” She took a few steps back, holding out her hoof to help Twilight get up.

“Of course.” Twilight nodded. She accepted Chrysalis’ help and got to her hooves, dusting herself off. “Thorax told me about your biological imperative to breed with both female and male ponies. He told me about your… ugh… egg laying.”

“Ah, yes, Thorax.” Chrysalis spat, scrunching up her muzzle. “At least that’s one thing that failure of a changeling has done right. Good for nothing grub...”

“So, I have decided to give you just what you need.” Twilight interrupted, smiling confidently. “I’ll provide you with a stud.” She puffed out her chest, striking a pose.

“Oh?” Chrysalis tilted her head, pleasantly surprised. “You’ve chosen a stallion yourself? Who is it? That Wonderbolt you wrote about in your diary? The one with the nice rear and huge bulge?”

“No! I barely know him!” Twilight blushed a deep crimson. “And I really need to have a word with Celestia about those Wonderbolt suits, they are way too form fitting…”

“Hmmm, is it that stallion with the hourglass cutie mark you find attractively smart? Doctor something?”

“No, it’s not-”

“Don’t tell me…” Chrysalis smiled wickedly, leaning down to whisper at her wife. “Is it your brother? How naughty of you, using me as an excuse to get to him. Is Cadance part of the package or…”

“It’s me!” Twilight snorted angrily, her cheeks burning. “I’m your stud!”

Chrysalis opened her mouth… then closed it. She blinked a few times, looking at Twilight like the alicorn had lost her marbles. She leaned to the side, giving a pointed look at Twilight’s underside, and coughed awkwardly. She scratched her mane, seeming lost for words for once. A worried expression appeared on her muzzle, and she placed a hoof on Twilight’s forehead, taking her temperature.

“Stop that.” Twilight huffed, slapping her wife’s hoof away.

“Sweetie, you do know that you lack a certain… ahem…” Chrysalis twirled her hoof around, obviously afraid she had teased her wife into insanity. “… you lack a certain… shall we say, tool for the job.”

Twilight smirked. “No. I don’t.” Her horn flared to life, and she fired up her magic.

The spell was incredibly complex, and it used concepts that bordered on the unethical, or even the illegal side of magic. Which was a given, since it was a spell from Starlight’s creation. Twilight only knew about it from having once inadvertently walked in on Starlight while she was… indulging on the spell’s effects. With company. Good thing Trixie had her mouth full at that time, or her scream would have shattered the whole crystal castle.

With a grunt, Twilight unleashed her spell, the surrounding trees bathed in a pink flash. She grimaced as the spell washed over her body, the tingling focusing on her nether regions. The transformation wasn’t painful, but the stretching sensation was not very pleasant either. Still, by this point she was familiar with it. She had spent the whole night learning it, practicing it, sometimes to hilarious effects. There was a loud popping sound, and the spell finally ended, leaving Twilight panting.

She quickly bent her neck backwards to look at her underbelly, examining her work carefully. Everything seemed to be in order: she had a good-sized sheath protruding from between her teats, two large, dark purple balls nestled between her thighs, and no visible side effects. She might have gone a little overboard with the size of her endowment, but the memory of one of her failed tries, when she had ended with a minuscule stallionhood, was fresh in her mind. Twilight could still hear Trixie’s laughter ringing in her ears.

“There.” Twilight gave a satisfied snort. She turned back to her wife, smiling smugly. “What do you think of that, hmm?” She was eager to see her wife’s surprised face… and she did a double take when she realized Chrysalis wasn’t there anymore. “... Uh?”

“How precious!”

Twilight jumped when a familiar voice sounded from her blind spot, and head whipped to her other side. Chrysalis was circling her, head lowered to examine her newly grown member from all angles. Twilight felt a burst of self-consciousness, her tail snapping between her legs to cover herself up… and she yelped when she unwittingly whipped her balls in the process. She skittered away from her shameless wife, and winced when she squeezed her gonads between the thighs. How do stallions even manage to walk with those things dangling there!

“Now now, don’t be shy.” Chrysalis purred, her magic tugging at Twilight’s tail insistently. “Let me see, let me see!”

“W-wait…” Twilight had hoped to awe her lover with her spell, she had looked forward to Chrysalis’ shocked face… so why was she the one getting embarrassed! “N-no, stop it, let me…”

“Are they functional?” Twilight gave a high pitched squeal as Chrysalis casually grabbed her balls, her magic giving them a nice squeeze, as if she was simply testing the ripeness of pair of grapefruits. “Oooh, they feel nice and heavy, and the smell…”

Twilight blushed madly, an embarrassed whimper escaping her throat as Chrysalis slipped under her like a nursing foal. The giddy changeling pressed her nose to her wife’s ballsack, giving it a nice long sniff, and to Twilight’s gasping surprise she even gave it a little lick.

“Hmm, yes, these are nice and virile.” Chrysalis said nonchalantly, as if speaking about the weather. “But what about the shaft…”

“AH!” Twilight jumped away, a jolt of electricity running up her spine as Chrysalis nosed her sheath. “Chrysalis!”

“Yeees?” Chrysalis kept circling, her shark-like smile growing.

“Just… why are you so…” Twilight spun on herself, trying to keep her grabby wife away from her jewels. “Why aren’t you surprised!”

“Oh, but I am!” Chrysalis cooed, her magic flowing on Twilight’s belly, grasping blindly for her sheath. “This is the best surprise gift ever!” She gave a cheerful growl. “Now let me unwrap it…”

“What do you... AH!”

Twilight cried out as her wife suddenly pounced on her with a playful snarl, the alicorn falling back on a bed of soft grass. She tried to roll on her hooves, but Chrysalis pinned her down with an imperious hoof on her chest. The changeling shot her prey a warning glance, and Twilight understood the message: stop resisting or i’ll bite. Twilight grumbled cutely as she leaned back against a moss-covered root, the impromptu pillow surprisingly comfortable.

“That’s better.” Chrysalis purred, gracing her wife with a smile. She laid on the grass between Twilight’s thighs, exploring the alicorn’s new organs. “Let’s see what you have got for me…”

Twilight gasped softly as Chrysalis gently nuzzled her sheath. The changeling sniffed wolfishly, nosing the sensitive folds of flesh, her hooves busy with Twilight’s balls. Jolts of pleasure made Twilight squirm on the grass, her breath catching in her throat. These were wholly new sensations for her, she had not taken the time to test her new member the night before. Twilight grunted in excitement as blood rushed to her groin, her legs shaking as her cock started to emerge, brought to life by her lover’s teasing nuzzles; Chrysalis was obviously as experienced with stallions as she was with females.

“Yeees, that’s it, let it out…” Chrysalis whispered, her hot breath tickling Twilight’s belly. “What a lovely coloration, this dark violet goes quite nicely with your coat... and I’m sure it will look lovely stuffed inside my green marehood, hmm?”

Twilight could only moan helplessly as Chrysalis breathed on her cock, coaxing it out of its sheath. Her crooked hooves fondled Twilight’s plump balls, sometimes even brushing against her twitching pussy, making the alicorn shudder. With a relieved sigh, Twilight’s shaft finally emerged fully, the limp stallionhood draped over her belly. She was startled to realize that her flat tip was resting on her chest; she really had been too heavy-handed with her spell. Thankfully Chrysalis didn’t seem mind her size, on the contrary.

“You know, I appreciate your choice of such a respectable length, it rivals a stallion twice your size… but you might feel a little light headed when it grows erect.” Chrysalis casually commented, her hooves giving Twilight’s balls a gentle squeeze. The alicorn’s shaft twitched in response, much to Chrysalis’ amusement. “Hmm, I do enjoy a male with sensitive testicles, they always have the biggest production. Now, let’s get you nice and hard, but not too fast.” She placed a kiss on the base of Twilight’s cock, her lips pulling at the violet skin. “We don’t want you to pass out… not yet at least.”

Chrysalis opened her maw wide, Twilight shivering as she watched the large, slimy, smooth tentacle emerge from the depths of her wife’s fanged mouth. Her narrow tongue-tip slowly landed on the base of Twilight’s stallionhood, the touch soft as a feather, enough to make the violet shaft pulse in excitement. Chrysalis’ tentacle then began to glide along the length of Twilight’s cock, the tip barely brushing against the underside, the teasing caress making Twilight groan in pleasure.

Chrysalis took her time, the tip of her tongue leisurely traveling up her lover’s shaft, her hooves slowly kneading Twilight’s twitching balls, the orbs already full to bursting. Twilight’s eyes were wide as saucers as she watched the tentacle approach her cock-tip, her shaft beating with her heartbeat, each pulse leaving it just a little harder, just a little wider. When Chrysalis reached the end of the lengthy pole, she allowed her tongue to slither over Twilight’s flat head, teasing her glans, smearing her abundant saliva all over the flaring tip.

Twilight whimpered in need, the tentacle so cruelly slow in its ministration it was almost maddening. She tried to reach for her cock… but Chrysalis swatted her hooves away with a flash of her horn. The changeling tutted at her, shaking her head, like a teacher disciplining her student. Twilight groaned in protest, and Chrysalis removed her tongue, the tentacle coiling back into her mouth. Chrysalis narrowed her eyes, smirking at her lover, challenging Twilight to do something stupid.

Too lost in bliss to really think about it, Twilight ignited her horn, eager to give herself release… and Chrysalis lunged at her head, mouth wide open. Twilight’s yelp died in her throat as Chrysalis started to suck on her horn, the changeling’s soft lips forming a tight seal around it. Twilight squirmed helplessly as her sensitive horn was molested by her wife’s slimy tentacle tongue, Chrysalis’ lips descending all the way to the base, suckling sloppily. Too soon Chrysalis threw her head back, leaving Twilight’s horn covered in saliva.

Chrysalis gave her lover a wink, and she retreated back to her spot between Twilight’s thighs, cooing happily as she found the violet stallionhood had grown almost to half-mast while she was busy sucking on Twilight’s horn. She started to lick the now leaking flare with a growl of hunger, resuming her teasing right where she had left off. Twilight grit her teeth, trying to resist the urge… but she couldn’t help it, she wanted more. She gathered her magic, willed it to give herself a quick stroke… but nothing happened.

Startled, Twilight tried to cast a simple levitation spell, but again, nothing happened. Her magic was simply gone. She reached for her horn, wondering why her magic wasn’t working. She gasped when she found a very familiar ring secured tightly to the base of her horn, a hard casing of changeling resin locking it in place. She shot Chrysalis a wide-eyed look, and the changeling smirked evilly.

Before Twilight could protest, Chrysalis’ tongue struck out like a snake, coiling around the alicorn’s violet shaft, the tentacle engulfing the whole length in a matter of seconds. Twilight inhaled sharply, her back arching as her cock was encased by the slimy tentacle. Unable to use her magic, she was at the mercy of her lover, Chrysalis’s tongue ensnaring her cock in a tight embrace. Just when Twilight thought it couldn’t get any better, the tentacle pumped over her length like a spring, making her cry out in pleasure.

Again and again Chrysalis pumped her tongue around Twilight’s hardening length, her hooves kneading the alicorn’s balls with sadistic glee. Globs of precum were already spurting from Twilight’s tip, this type of pleasure completely new to her. Twilight could feel it, her first male orgasm was already fast approaching, the pressure building in her loins, so very different to a female’s orgasm. She grit her teeth, her balls drawing up… and Chrysalis unexpectedly let go, her tongue slipping away at the last moment.

Twilight gasped, her eyes crossing in denied pleasure, her limbs twitching as her cock pulsed in faux-orgasm. Chrysalis purred loudly as she watched her lover writhe in blissful agony, her hungry eyes focused on Twilight’s stallionhood, the member now at full mast. The surface bulged with large throbbing veins, stuck on the verge of release.

“Oops, that was close.” Chrysalis chuckled. Her tongue carefully collected a drop of the abundant precum flowing from Twilight’s tip, careful not to brush against the twitching flesh lest she trigger a full release. “Remind me to tell Rarity she was right: this is a lot of fun.” She blew on the throbbing length, making it jump and pulse, an evil smile on her lips. “Though I think stopping just before release is less wasteful, what do you think sweetie?”

Twilight panted breathlessly, dazed and confused. “You… you evil pony…” She managed to gasp out.

“Why thank you, I do try!” Chrysalis said cheerfully. “Now let’s see…” She focused back on Twilight’s stallionhood, idly batting at the alicorn’s hooves when she tried to give herself relief. “Oooh, most impressive! The shape is a very nice touch, I do enjoy big girthy tips, and the slender shaft will make it easier to thrust. All these veins will feel lovely inside me, I can just tell. And that flare! Almost as large as that monstrous stallion I bedded so long ago, poor thing couldn’t fit in normal pony mares; tragic isn’t it? He was so burly, his beard so fetching, such a kind lover… until he found out I was a changeling and almost split me in half with his magic shovel. He sired such a strong brood, a shame he found me out… Oh sorry sweetie, I was rambling, where was I? Oh yes, your stallionhood.”

Twilight whimpered in despair. Chrysalis had kept kneading her blue balls while babbling casually, helping them grow fat and dense. Her poor shaft lay forgotten, pulsing in need, precum flowing all over her coat. Twilight felt like her balls were just ready to explode, but Chrysalis batted away her hooves whenever they drew close, denying her release. Twilight knew stallions could bring themselves to orgasm by simply beating their shafts against their bellies… but she had no idea how to do it.

She squirmed on the grass, contracting her lower muscles, but nothing happened. She wiggled her hips… and her shaft just swung from side to side, leaking like a broken faucet. Twilight’s eyes began to water with frustrated tears, a desperate sob wracking her chest… and her cock jerked up, slapping loudly against her soaked fur. It startled both her and Chrysalis, and before the changeling could react Twilight managed to do it again, harder this time.

Flare met soft fur with a loud *plap*, precum spraying all over the place. Twilight saw stars, the burst of pleasure just enough to bring her over the edge. Her eyes crossed in sudden bliss, and her balls jumped in Chrysalis’ grasp.

“Hey!” Chrysalis snapped. “No, not yet, don’t you dare…” She hissed in anger as Twilight’s shaft bulged, a surge visibly travelling up the underside of her cock. “Oh for the love of…”

Twilight could feel her release rushing up her shaft, her deliverance from the heavenly torture so very close. She closed her eyes, expecting to be showered in her own load… and her flared tip was suddenly engulfed by a slippery warmth. Her eyes shot open, her gaze locking with her wife’s. Chrysalis glared back, her mouth full of cock, her enraged eyes boring into Twilight’s as she suckled furiously. The sucking was heavenly, but the oozing tentacle slathering her shaft was simply too much for the poor unexperienced alicorn.

With a loud whinny of ecstasy, Twilight erupted straight into Chrysalis’ mouth, the changeling’s cheeks puffing out. The spurt was thick and plentiful, Twilight’s back arching as she spewed her virile cream without restraint. Any mare would have choked on her enormous load, but Chrysalis wasn’t just any mare. The changeling gulped down her lover’s seed without spilling a single drop, her throat bulging as she swallowed as fast as Twilight spurted. Chrysalis couldn’t keep her angry expression for very long, a smile fighting its way to her stretched lips, her eyes rolling back as she consumed her lover’s seed.

After what felt like an eternity of continuous spurting and loud gulping, Twilight’s very first male orgasm finally started to taper out, her cock pulsing weakly as Chrysalis greedily suckled for more. Twilight groaned as she fell back on the grass, utterly spent. She whimpered in pained pleasure, Chrysalis still sucking on her cock even as it went soft, trying to draw every drop from her shaft. Twilight’s hips jerked as she gave one final feeble squirt, and Chrysalis finally freed her stallionhood from her maw, the limp shaft plopping down on Twilight’s belly.

Lost in the afterglow, Twilight just focused on controlling her breathing, her chest heaving like she had just run a marathon. The analytical part of her mind noted the difference between the female and male orgasm, and she entertained the idea of doing a publication on the subject. She blearily noticed Chrysalis was walking around her, but she was couldn’t read her expression. No matter. Considering Twilight’s sorry state, there was little Chrysalis could do now.

“Say aaaaah.” Came Chrysalis’ teasing voice.

“Wha?” Twilight blinked drunkenly, her eyes looking up… straight at Chrysalis’ pussy hovering above her head, drips of changeling arousal falling all over her muzzle. “Wait!” Ignoring Twilight’s cry, Chrysalis brought her ass down, her folds winking in anticipation. “AAAAH *MFFFT*”

Everything turned neon green. It was all Twilight could see, all she could smell, all she could taste. Chrysalis’ pussy contracted around her muzzle, keeping her prisoner of her oozing folds, her face buried into her lover’s soft rear. Twilight tried to protest, but every panting breath gave her another concentrated dose of changeling pheromones, every word was another gush of arousal on her tongue. When Chrysalis pulled herself up, Twilight followed, her tongue lapping at her wife’s honey pot, eager for more.

“So, feeling awake again?” Chrysalis asked, her eyes twinkling.

Twilight mumbled incoherently, too dazed to speak.

“Good. Now, be a good girl, and service me.”

Chrysalis lowered herself again, but this time she stopped just short of Twilight’s muzzle. The alicorn gazed up at her lover’s pussy, marveling at how plump and juicy her folds were. The black flesh surrounding her tight slit was drenched in arousal, and Twilight decided to lick her lover clean. Chrysalis cooed in encouragement, obviously not minding Twilight taking things slow.

Twilight licked every surface she could reach, ignoring her wife’s winking slit for now. Soon her muzzle was dripping with Chrysalis’ juices, but Twilight didn’t care. Her shy little licks slowly got closer to the source of the fragrant squirts landing on her face, her nose brushing against the plump black folds. Twilight took a moment to admire her wife’s most private intimacy. She just loved how the black skin surrounding Chrysalis’ slit contrasted with her neon green inner flesh, her folds opening and clenching with squirts of syrupy arousal. Unable to wait any longer, Twilight dove in.

If lapping the spilled juices clinging to Chrysalis’ rear had been delectable, it was nothing compared to having a taste directly from the source. Twilight moaned in delight as her tongue danced on Chrysalis’ slit, trying to sink inside. Her pussy lips were incredibly narrow, and Twilight had to wait for a wink to have access to her lover’s fleshy tunnel. She explored Chrysalis’ pussy with her tongue, her hooves keeping her slit wide open. Her blind fumbling was soon followed by a loud moan overhead, and Twilight realized she had found her lover’s clit, hidden under a fold of flesh.

Twilight insisted on the same spot, her tongue lapping relentlessly on Chrysalis’ love button, trying to coax it out. The changeling began to purr, her legs trembling, and finally Twilight was rewarded for her efforts. The alicorn did a double take when her lover’s clit emerged, for it wasn’t smooth like a pony’s. Chrysalis’ clit was strangely curved and pointed, almost like a claw, but considering the sharp gasps overhead it was just as sensitive as a pony’s. Twilight diligently lapped at her lover’s button, the purring moans becoming more and more desperate. She could almost feel Chrysalis standing on the edge… and she took the changeling’s clit between her lips, and suckled.

“RAAAAAH!”

As always Chrysalis was loud in her orgasm, she roared her pleasure without restraint, her howl echoing around Sweet Apple Acres. Twilight thanked her lucky stars they were so far away from the main orchard, and she kept on sucking and licking, her muzzle showered by gushes of orgasmic juices. After a few moments Chrysalis seemingly lost her strength, the changeling falling on her side, careful not to fall on top of Twilight.

Muzzle drenched with changeling arousal, Twilight rose to her unsteady hooves, her soaked mane clinging to her neck. By this point she barely noticed Chrysalis’ scent anymore, the smell had fully saturated her fur. She had no doubt the smell would linger for a long time, even after a dozen showers. She blinked the syrupy nectar out of her eyes, and she surveyed her work.

Chrysalis was lying on her side, her chest heaving ragged, panting breaths, a big satisfied smile on her lips. Her pussy kept winking constantly, her juices squirting all over the grass, her curved clit now perfectly visible. Twilight gulped at the sight, and she jumped in surprise when her stallionhood slapped against her belly, ready and eager; she had almost forgotten about it. The sound seemed to rouse Chrysalis, her eyes fluttering open, tongue lolling out.

“Ah… by the swarm…” She groaned, slowly standing up, her tail instinctually covering her intimacy, much to Twilight’s disappointment. “I have not had such a powerful climax with my female parts in centuries.” She shivered, drips running all over her tail. She shot Twilight a look over her shoulder. “It seems it takes a mare to know just how to best please another mare, hmmm?”

“Well… I’ve read a lot of books on the subject.” Twilight blushed, her eyes flicking from Chrysalis’ eyes to her tail. “And… I’ve done a lot of… experimentation… on myself.”

“My, but you are adorable.” Chrysalis purred. “I see you are ready for another round?” Twilight gasped as a wisp of green magic flowed around her shaft, and over her balls, giving them a squeeze. "Oooh, already full, so soon? Why, I might just fall in love with you, my sweet little stud.”

Twilight snorted in excitement, her cock slapping against her belly again. Chrysalis recognized her intent, and she flicked her tail away, her pussy winking in need. Twilight knew an invitation when she saw one, and she rushed to answer nature’s call, her stallionhood leaking in anticipation. She ran to Chrysalis’ rear, eyes on the prize. She reared up, ready to mount her lover… and her hooves slid on the taller mare’s haunches. Twilight blinked, her neck bending up, and she realized she was going to have an issue: she was much too small to ever hope to mount Chrysalis properly.

“Is there a problem?” Chrysalis asked teasingly.

“N-no, just…” Twilight craned her neck, looking at her lover’s inviting pussy overhead, so close yet so far. “Give me a second.”

Twilight scrambled to stand on the tip of her hooves, her forelegs barely managing to hook around Chrysalis’ hips. She tried to haul herself up, her flare brushing against her target, an eager whinny escaping her lips as her tip brushed against Chrysalis’ entrance… and remained there. Twilight grunted as she tried to thrust up, her forelegs straining, until one of her hooves slipped on Chrysalis’ smooth carapace. Twilight fell on her butt with a huff, her cock spurting a mocking squirt of precum right on her face.

“Sweetie?” Chrysalis called. “I’m getting a little cold back there.”

With a growl of annoyance Twilight’s wing flared wide. With a single flap she was airborne, and she carefully landed on top of Chrysalis rump, her hooves and chest sliding into position. She squeaked excitedly as she felt her cock slide over her lover’s slit, and she shuffled back, trying to find the right angle. She flapped her wings to keep herself in place, her hind-hooves clumsily batting at Chrysalis’ smooth legs to try and find support, just like a rock climbing pony… And she soon tired herself out, her wings too weak for this kind of constant fluttering.

She landed back on the grass with a snort, looking up with a frown. If only she had her magic…

“Twilight, are you inside yet? I can’t really tell with how numb my rear has become…”

“Okay, okay, you’ve had your fun.” Twilight snapped, stomping her hoof. “Just crouch down!”

Chrysalis cackled in amusement, her tail flicking right into Twilight’s face. “Already giving up? I hoped you would try for longer. You are so cute when you’re flustered…”

“Chrysalis!”

The changeling laughed some more, and she lowered herself to the ground, laying belly down on the grass. She got comfortable, tucking her hooves under her like a cat, and she shot Twilight a glance, her eyes full of mischief. Twilight didn’t care that she was being mocked. Chrysalis’ pussy was at the perfect height now. She couldn’t help but gulp as she watched the flashes of green flesh winking at her, beckoning her forward.

“Come on in,” Chrysalis purred sensually, “it won’t bite… much.”

Twilight slowly came closer, her eyes wide and eager. She leaned down to give her lover a few well-placed licks, delighting in Chrysalis’ nectar… and she reared up to mount her mate, snorting like a bull. Twilight shuffled on top of her mare, her hooves hooking around Chrysalis’ hips, securing her into place. From this angle she could easily see the deep lash marks crisscrossing her wife’s carapace… but she couldn’t bring herself to care about them. Rarity might have marked Chrysalis on the outside, but Twilight was about to claim her wife in a much more primal way.

With a possessive whiny, Twilight rammed her hips forward… and her clumsy thrust completely missed the mark. Her tip glanced off Chrysalis’ smooth rear, her shaft sliding between the changeling’s thighs. Twilight snorted irritably. She shuffled her hooves around, trying to find the right angle. She gave another thrust… and this one slid up, ending with her cock sandwiched between Chrysalis’ shapely rear and Twilight’s belly. She gave another desperate thrust, and her eyes widened as she started to sink into something soft and incredibly tight…

“Sweetie,” Chrysalis turned her head, a strained smiled on her lips, “wrong hole.”

Twilight blinked, not understanding at first… “Eeep, sorry!” She quickly pulled back, her cheeks burning in shame. Chrysalis rolled her eyes, and her smile softened.

“Here, let me teach you.” Chrysalis said with surprising patience, her horn starting to glow.

Twilight gasped as her cock was engulfed in her wife’s magic, and she instantly started to thrust madly, overtaken by her newly acquired stallion instincts. Chrysalis tsked, her magic holding Twilight’s hips back, until the alicorn calmed down. She waited a few more seconds, her magic caressing Twilight’s balls, keeping her nice and erect.

“Now, follow my lead.” Chrysalis instructed. “Don’t try to just blindly thrust your way inside, slowly press yourself closer.” Twilight did just that, gasping as her flare met with Chrysalis’ soft parts, just between her pussy and her anus. “Good.” Chrysalis praised, shivering slightly as Twilight’s tip dribbled all over her intimacy. “Now, carefully angle yourself down, until you feel… Ah! Yes, right there…”

Twilight bit her lips, her hips quivering as she held back from thrusting. Her cock had just aligned with Chrysalis’ winking folds, the black pussy lips grasping at her flare, begging to be filled. She could feel her lover’s warmth washing over her tip, and she couldn’t help but give a shallow little thrust, her stallionhood almost sinking inside.

“N-not yet…” Chrysalis panted. Twilight had never seen the changeling so out of sorts, her draconic eyes were lidded and unfocused, her tongue lolling out the side of her maw. “N-now, slowly push deeper inside… Slow and steady… Yeeees…”

With reluctant restraint, Twilight began to press her hips forward, little whimpers escaping her throat. The tip of her cock was a little too large, and her flare strained to sink past her mate’s narrow slit. Spurts of gooey precum leaked constantly from her stallionhood, helping her slide inside, but Chrysalis’ clenched walls were incredibly tight. Twilight grasped her wife’s hips like handles, she hauled herself closer… and with a lewd squelch her flare lurched inside.

Twilight yelped, surprised by the sudden entry, and her eyes crossed as she moaned in pure bliss. Chrysalis’ cunt was incredibly warm, her flesh soft as velvet, the slippery walls convulsing around Twilight’s flare, welcoming her home. Without knowing if she was pushing inside or if Chrysalis’ pussy was pulling her in, Twilight began to slowly, sloooowly, sink inside. The deeper she went, the hotter and tighter Chrysalis was, her tunnel clearly designed to entice a stallion to thrust to the hilt.

When her fat medial ring reached Chrysalis’ tight slit, Twilight found herself stuck once more. She strained with her hips, trying to push past the resistance, but her lover’s cunt was tightly clenched, not doubt to toy with her. Twilight whimpered, two thirds of her length engulfed in her wife’s furnace, while her base remained in the cold air outside. She pushed as hard as she could, her hips quivering, her hind-hooves digging into the grass as she tried to penetrate further… and just when she gave a frustrated shove, Chrysalis’ slit winked, her pussy lips opening wide.

Twilight careened inside her mate, the rest of her cock plunging to the hilt in one flustered thrust. Her plump balls slapped against Chrysalis’ rump with a meaty *smack*, sending a jolt of ecstasy up her spine. Twilight trembled, her mouth open and drooling, her stallionhood fully sheathed inside her lover. Chrysalis hummed in delight, her walls clenching around her stud, keeping Twilight’s cock nice and deep.

“W-woah…” Twilight gasped out, her eyes fluttering.

“Good girl.” Chrysalis cooed, her eyes lidded with pleasure. “So, how does it fell?

“Incredible…” Twilight shivered, her cock jerking as it was massaged by the drenched, but tight, tunnel.

“You should see the look on your face.” Chrysalis chuckled, her pussy clenching rhythmically around her stud. “Now, go on, start thrusting.”

Twilight eagerly obeyed, her hips drawing back jerkily, her chest heaving with cute little gasps. Her medial ring popped out with a wet *squish*, a spray of mixed fluids bathing her balls. Instantly her hips rammed back inside without her prompting, surprising both her and Chrysalis. They cried out in unison as Twilight hilted, the savage thrust accompanied by the sound of flesh meeting carapace, followed by the wet slurping sound of Twilight pulling back.

With an enthusiasm Twilight usually reserved for reading a new book, the alicorn began to hump into her lover’s soaked pussy, mixed fluids spraying all over her thighs from her sloppy thrusting. Chrysalis was so deliciously wet, so perfectly tight, her walls pulsing and needy… Twilight was in heaven. She whinnied, her pounding becoming wild and uncoordinated. Her flare pulled farther and farther back, threatening to slip out with each clumsy thrust. Her hooves slipped, her cock retreating just a little too far, almost popping out…

“Aah!” Twilight jumped, her eyes rolling back as something curved and hard hooked on the back of her flare, forcefully keeping her inside. It sent a jolt of pleasure into her shaft, and she instantly rammed back inside instinctually. She remained hilted, her breath short, and shot Chrysalis a confused look. “W-what the hay was that…”

“Oh, just a little changeling trick.” Chrysalis smirked. “It helps us keep stallions hard, and it’s useful to stop them from doing something as foolish as pulling out when they are close.”

Twilight stifled a startled moan, her shaft jerking as she felt it again. The mysterious curved hardness poked at the underside of her shaft, near her base, right at Chrysalis’ entrance… Twilight’s eyes went wide, realizing that the thing pressing into her was her lover’s clit, its shape now making a lot more sense. She whimpered as the clawed nub tickled her underside, her hips humping deeper instinctually.

“I did say my marehood only mostly wouldn’t bite.” Chrysalis grinned toothily. “Here, let me show you what else I can do…”

Chrysalis’ slippery walls shifted, her soft flesh rippling around Twilight’s, massaging her shaft from all sides. The alicorn could only grit her teeth, the pleasure becoming almost painful. She didn’t even have to thrust, her lover did all the work for her. Chrysalis’ pussy pulsed around her stallionhood like a throat swallowing, her curved clit keeping Twilight nice and hilted. She wouldn’t last long with this much stimulation.

“This is…” Twilight trembled, enjoying her lover’s amazing cunt. “Oh my Celestia…”

A flash of green startled the alicorn. She covered her face, the heatless flames running all over Chrysalis’ body. The changeling’s rump grew larger, her flanks became cushy and plump, carapace morphing into soft fur. Even her pussy shifted, her walls becoming looser, but no less pleasurable. Twilight moaned, her cock jerking inside the transforming changeling, a burst of thick precum spurting from her flare. Her next throb splattered on a barrier that descended to meet her tip, and she yelped as Chrysalis’ pussy shortened, her contracting depths forcing Twilight to pull back.

Twilight blinked the spots out of her eyes, she looked back at her lover… and almost fainted on the spot. Her eyes went wide, her mouth fell open in a silent cry, and her cock throbbed in excitement. Princess Celestia gazed back at her with her familiar serene smile, her eyes full of motherly love for her dear protégé. She beamed at the filly she had practically raised as a second mother. The filly she had told countless bedtime stories. The filly currently hilted deep inside her tight pink pussy.

“Yes, my faithful student, you called?”

Twilight remained frozen in shock, her eyes round as saucers. She cried out as Celestia’s royal cunt clenched on her cock, drawing another huge spurt of precum. “GAH!”

“I must say, I’m impressed by this hermaphrodite spell.” Celestia’s walls clamped down on her former student, milking her gushing length. “Such a powerful mage, despite your young age… you make me proud so Twilight!” She praised, her ethereal mane brushing against Twilight’s cheeks.

“Turn back turn back turn back!” Twilight begged, her mind boggling. This was like a scene from one of her most twisted nightmares... and it was only made worse by the fact that she couldn’t stop her hips from giving short frantic thrusts, her large rod plunging sloppily inside Celestia’s pussy. “I told you, Celestia is like a mother to me, please don’t…”

“Oh Twilight, I think of you as a daughter too.” Celestia assured kindly, her radiant smile taking Twilight’s breath away. “And I think you deserve a reward.” Her walls convulsed around Twilight, the alicorn gasping in pleasure. “I could bear you a couple of foals, if you’d like?” Celestia’s golden magic took hold of Twilight’s balls, fondling them lovingly. “You could make me into a real mother…”

“Chrysalis if you don’t stop right now I swear I’ll send you to the moon!” Twilight shouted. Her hips were now hammering into her old mentor, completely out of control. “Along with a bill for the therapist I’m going to need after this!”

Celestia’s eyes flashed green. “No? How disappointing, I would have thought… Hmmm, how about…”

The alabaster alicorn disappeared in a flash of green, her white coat burning away, the green flames leaving only pink fur behind. Twilight choked on a scream as Celestia was replaced by Cadance, her pussy becoming even wetter, wider, perfect for frenzied thrusting. The pink alicorn gave Twilight a cheery smile, she opened her mouth… and she jerked in surprise when she felt Twilight’s cock instantly softening, her shaft becoming limp incredibly fast.

“Really?” Cadance shot Twilight a stricken gaze, looking hurt by her reaction. “Twily what the hay!”

“You’re- SHE is my foalhood babysitter! And the wife of my brother!”

“But... Ladybugs awake!” Cadance whined, shaking her hips in a vain attempt to get Twilight hard. “C’mon!”

“NO!”

“Humph, fine, last try.”

Once more the fake alicorn was consumed by green fire, and Twilight closed her eyes, fearing what came next. She valiantly started to pull away, her softened cock easily slipping free of Cadance’s loose pussy…. But it was too late. Her old foalsitter transformed, her wide cunt becoming tight as a vice. Twilight gasped out, her shaft assaulted on all sides by strong muscled walls, the base of her cock gripped by an almost painfully tight slit. Her eyes shot open… and she found herself looking straight into two deep seas of sapphire, Luna’s eyes breathtakingly beautiful.

“If you wish to stop, I will not take offense.” Luna said softly. Her tone was studiously uncaring, but her eyes shone with anguish. “I know I am not as beautiful as Celestia, or as attractive as Cadance, so I will understand if you do not desire me.” She looked away, her ears drooping. “I am used to rejection.”

“D-don’t… please…” Twilight begged, her heart hammering in her chest. Her cock gave a twitch, swelling slightly, a whimper escaping from her quivering lips. She could smell Luna’s heated scent now, in fact she could hardly think of anything else than that spicy, sweet, mind-numbing smell. “No…”

“You cannot even bring yourself to full hardness… I see.” Luna hung her head, her eyes closing in acceptance. “I should have known. How foolish of me, to think you would be the one pony capable of looking at me in that way.” The heartbroken alicorn started to rise, stepping away from Twilight, a single tear rolling down her cheeks. “I am sorry Twilight Sparkle, let us stop and we will never speak of this aga- AH!”

Luna cried out in surprise, her body rocked by an unexpected brutal thrust. Twilight’s hooves forcefully pulled her mate back at the same time as she rammed her hips forward, filling her lover to the brim. Luna looked back, her eyes wide and unbelieving. Twilight said nothing, too ashamed by her reaction. Her cock had sprung to full mast in a single heartbeat, leaving her light headed. Luna’s wonderfully snug pussy rippled around her stallionhood, the Night Princess’ inner barrier brushing against Twilight’s flare: they were perfectly matched.

“T-Twilight?” Luna breathed, watching her fellow alicorn carefully, as if afraid of Twilight’s next action.

Twilight couldn’t take it anymore. The slippery tightness, the welcoming heat, that cute hopeful glimmer in Luna’s eyes… It was just too much for her. Without a word Twilight drew her hips back jerkily, Luna’s walls desperately clenching at her flesh, begging her to stay. Luna’s eyes filled with despair, the sting of rejection already twisting her muzzle… and Twilight rammed back inside her cramped insides with a loud whinny.

Luna moaned out loud, her pussy clamping around Twilight as she bottomed out. Realizing that Twilight wouldn’t abandon her, the Night Princess looked back at her stud gratefully, her ears folded submissively. Twilight smiled back, her hips shaking as she pulled back, only to thrust back inside instantly. Luna’s moaning turned into a guttural scream of bliss as Twilight pounded into her toned rear, the young alicorn snorting like a stallion in rut.

Lost in a haze of lust and pleasure, Twilight simply let her instincts guide her. She hammered in and out of Luna’s narrow slit, wet *shlicks* and meaty slaps punctuating each thrust. She held onto Luna’s hips possessively, noting how athletic the alicorn was, her flanks taut with muscle, as were her inner walls. Luna shifted, her head lowering and ass sticking up in a sign of total subjugation, surrendering her body to her stud. Twilight groaned in bliss as the angle of her thrusts changed, she could now reach just a little farther, her flare bumping against her mate’s deepest barrier, Luna’s body getting jostled with every impact.

The furious mating stretched on, the sound of flesh meeting flesh echoing around the orchard. There was no rational thought left in Twilight, she only focused on screwing this gorgeous alicorn as hard as she could, her newly acquired stallion instincts running wild. The scent of Luna’s heat was everywhere, the fragrant perfume of a receptive mare unmistakable. Twilight’s balls swelled, enticed by the promise of a fertile womb to release their thick load into. The *plap plap plap* of her bulging ballsack slapping against Luna’s rear became louder, faster, Twilight hips turning into a blur.

“Oh my stars!” Luna shouted suddenly, her wings flaring open. “Twilight, we are close!”

“M-me too…” Twilight panted. Her eyes were glazed over, her mind overtaken by the need to rut this mare silly, her instincts demanding she claim the beautiful alicorn as hers… but even in this near-feral state Twilight was still mindful of her partner’s wishes. “W-where should I-”

“Inside!” Luna replied instantly. “Release inside, please! Deliver us from our heat, give us your seed and we will make sure it quickens!”

Twilight didn’t need to be told twice. Snorting with purpose, Twilight leaned over Luna’s back, making sure her mate knew who was in charge, and she began to thrust as hard as she could. Luna quivered under her, the night alicorn on the verge of her climax… and with an ear splitting scream Luna went over her edge, her cunt clenching almost painfully around the throbbing cock lodged in her depths. It didn’t stop Twilight from pounding into her mare, her balls rumbling ominously.

“Luna, I’m going to…” Twilight whispered, dazed by pleasure. “I… I’m about to…”

“Do it, claim us, make us you Lunar Whore!” Luna begged, her shouts echoing around the orchard, no doubt loud enough to be heard in Ponyville, and even beyond. “We will give you healthy foals, as many as you want, please Twilight Sparkle, I beseech you!”

Twilight closed her eyes, her thrusts becoming frantic and clumsy, sweat running all over her body as she rutted Luna into submission. She felt the now familiar pressure in her loins, her balls clenching, preparing to unleash their payload. She started to pound into Luna with slow, purposeful thrusts. She held back her release, her shaft becoming wider, harder, Luna’s inner flesh yielding to her stud. Twilight hammered home, her flared tip smashing into her mate’s deepest barrier… and Luna’s cervix opened, welcoming her rounded glans inside.

Twilight threw her head back, her loud whinny joining Luna’s far-reaching shouts, and her whole body jerked as her release surged from her balls. She humped into Luna desperately, almost slipping out, pleasure blinding her. The thick flood of virile stallion cream shot through her shaft, the underside bulging against Luna’s walls. She gave a final mighty thrust, Twilight’s flare so large it forced Luna’s cervix wide open… and everything went white.

With a snort of deep, primal satisfaction, Twilight exploded straight into Luna’s womb, staking her claim on the Night Princess. Her first shot gushed long and hard, followed by a second. Then a third. Twilight’s shaft pulsed with seemingly endless bursts of thick stallion cream. Luna’s cunt clenched around her stud with long, powerful milking motions, her fertile womb happily accepting everything Twilight had to give.

There was no doubt in Twilight’s mind: Luna would carry her foal after this, the first of many, and she would spend the rest of her immortal life bearing foals for her stud. Her womb was utterly filled with thick, virile alicorn seed, the sloshing mess already pushing against Twilight’s glans, a trickle of cum escaping around the tight seal of her flare. Twilight whinnied, her cock spurting another thick strand of foal batter into the overfilled chamber, her cum squirting all around her tip, threatening to spill out...

Luna’s insides suddenly shifted, and Twilight yelped in surprise as her cock lurched deeper into her mate, the barrier against her flare vanishing. The bubbling mass of thick semen disappeared into the depths of the transforming alicorn, swallowed by Luna’s transforming cunt. Her muscled walls gave way to soft flesh, her fur was replaced by black carapace, the Night Princess becoming Chrysalis in a roar of green fire.

Twilight watched her mate transform with a shocked expression, her mouth open, her cock still firing its load deep inside her changeling wife. She groaned out loud as Chrysalis’ pussy clenched, her velvety walls somehow even more pleasurable than Luna’s, her bottomless depths slurping up Twilight’s release hungrily.

“That’s it…” Chrysalis purred, her eyes fluttering, tongue hanging from the side of her mouth. “Give me everything you’ve got…”

Twilight sputtered, her cheeks burning with embarrassment. “Y-you… How dare you use Luna’s appearance like this…”

“Now now, no need to thank me.” Chrysalis groaned happily, her body quivering as Twilight’s release started to taper out, a few last blasts of seed squirting into her pussy. “Awww, already spent?” She pouted, shooting Twilight a teasing glance. “Shall I transform back into Celestia, just to get you going again?”

Burning embarrassment instantly turned into fiery anger. Twilight saw red, her lips curling back into a silent snarl. The smug smile on Chrysalis’ lips made her blood boil, the idea of letting the changeling have the best of her, again, was just unacceptable. She remembered the submissive expression on Luna’s muzzle… and she vowed she would make Chrysalis surrender in the same way. She grit her teeth, threw her head back, and with a furious whinny she rammed back into her mare.

“Ah!” Chrysalis was shoved forward, her eyes widening, and she groaned in pleasure as Twilight withdrew all the way to her entrance… only to plunge back inside with a vengeance. “OH my, HAve I HIT a NErve?!” Chrysalis gasped out, her voice shaking as her body was rocked by Twilight’s brutal thrusts. “I don’t SEE why YOU are MAd, DIdn’t you ENjoy yourSELF?

Twilight didn’t answer, she only focused on pounding her lover’s tight cunt, her hooves grasping at Chrysalis’ hips to thrust harder and harder. She groaned out as Chrysalis’ velvety walls clamped down on her stallionhood, almost tight enough to immobilize her. The changeling was trying to take back control, but Twilight would have none of it. She hunched over her mate and forced her way past Chrysalis’ grasping flesh, her hard shaft plunging in and out of her lover’s narrow slit.

Chrysalis chuckled, no doubt amused by Twilight’s feistiness. She changed tactics: Instead of trying to stop her stud from thrusting, Chrysalis’ pussy began to clench in time with Twilight’s humping, her curved clit brushing against the underside of her cock as it withdrew. Twilight grunted in pleasure, her thrusting becoming more desperate than forceful. She held out as long as she could, but she soon succumbed to the sloppy insides of her lover. Twilight whined in protest as her traitorous balls clenched, a new release rushing from her loins.

With a frustrated moan, Twilight plunged into the oozing depths of her mate, her cock exploding as she hilted. She threw her head back as rope after rope of thick alicorn sperm blasted from her balls, Chrysalis’ pussy convulsing to guide the virile sperm deeper inside. Chrysalis shuddered, her eyes fluttering, but she kept her composure despite her obvious enjoyment. She waited for Twilight to stop spurting, then she opened her mouth, preparing to tease her wife… and her taunt transformed into a surprised moan as Twilight started thrusting wildly once again.

Chrysalis grit her teeth, smothering her gasping cries of pleasure, but Twilight had heard enough: the changeling was slowly losing her composure. Emboldened by the realization, Twilight began to hammer into her lover with renewed energy, her balls quickly filling with a new load. Her flare, still huge and hard from her last release, bulged against Chrysalis’ walls, making the frantic thrusting much more pleasurable for the both of them. And inevitably, it soon pushed Twilight over the edge once more.

When she felt the blast of thick stallion cream splatter into her depths, Chrysalis breathed out, no doubt thinking Twilight was done… but the alicorn didn’t pause in her pounding. The changeling gave a strange gargled cry as Twilight kept hammering home even as she unloaded, making a mess of Chrysalis’ insides. The changeling’s clit tried its best to immobilize Twilight, keep her from plunging in and out, but the alicorn wouldn’t be denied. Twilight pulled back, snorting in defiance, and she rammed inside just as her cock shot a huge spurt.

Alicorn spunk exploded around Twilight’s shaft, showering her belly, the mess oozing all over Chrysalis’ thighs as Twilight kept on rutting her lover’s sloppy cunt. Tight green walls convulsed madly, Chrysalis instinctually trying to save all of Twilight’s foal batter, but more still squirted around the pumping shaft, falling uselessly on the grass bellow.

“S-stop…” Chrysalis spoke up, her voice strangely weak. “Y-you’re… wasting it… leave it inside… please…”

Twilight completely ignored the babbling changeling, her mind overtaken by the primal need to breed, the need to make her mate surrender, to dominate her mate. Taken by a sudden inspiration, Twilight leaned forward, her neck straining to reach Chrysalis’ wispy mane, she bit down on a mouthful of green hair… and yanked on it savagely.

This time Chrysalis didn’t even try to stifle her orgasmic scream, her eyes rolling back in her skull, tongue flopping out. Again and again Twilight pulled on her mane mercilessly, forcing her mate to crane her head back, Chrysalis’ cunt becoming tighter than ever. Twilight groaned as she valiantly pushed against her lover’s clenched walls, and with a victorious snort she managed to hilt, unloading one last huge burst of alicorn spunk. She weakly tugged on Chrysalis’ mane a few more times, her strength leaving her, and she fell back with a breathless exhale.

Twilight landed on her rump, her softening shaft slapping limply against her belly, totally spent. She gasped for breath, her coat positively drenched in sweat, her thighs oozing with her own thick semen. Her eyes fell on Chrysalis’ cunt, and she felt a burst of pride: the changeling’s slit was gaping slightly, letting her see her lover’s soft inner flesh, the green walls oozing with semen. The sloppy pussy lips then clenched shut, trapping all the remaining alicorn spunk inside. Chrysalis’ tail flopped into place, but the wispy hairs did very little to hide the mess Twilight had left behind, semen dripping all over the changeling’s rear-end. She had done it, she had forced Chrysalis to submit…

“That was fun.”

Twilight shook her head, her tired gaze slowly rising to meet Chrysalis’ eyes; the changeling was smirking at her, seeming perfectly fine, if a little disheveled. If anything, Chrysalis seemed to glow with energy, as if she had not just been rutted into a stupor. Twilight grumbled. She felt like her hips were about to fall off, she was about to pass out from exhaustion… and Chrysalis looked ready for another round or twelve. It wasn’t fair!

“Oh don’t be like that, you were incredible.” Chrysalis purred, her magic raising Twilight’s pouty chin. “You even managed to make me lose my mind for a little while there, you should be proud.” When Twilight kept sulking, she rolled her eyes. “Here, look, this should make you feel better.”

Chrysalis slowly rolled on her side, beckoning her wife closer. Twilight blinked sleepily, wondering what her lover wanted her to see… until she noticed something strange. The green band around Chrysalis’ stomach had expanded, the green chitin becoming soft and see-through, just like her changeling stallionhood. Twilight stared in awe: her wife’s belly had inflated like a balloon, a large blob of thick milky white cream bubbling inside, clearly visible through the transparent carapace.

“Look at how much love you’ve given me…” Chrysalis purred, running a hoof on her rounded belly. “Do you have any idea how many eggs I’ll lay thanks to you? My brood… Our brood will be healthy and strong, I can just tell.”

Twilight slowly crawled closer, eyes locked with the sea of foal batter swirling inside her lover’s belly. She faltered midway, her exhausted legs giving out, but Chrysalis’s magic caught her in an emerald cloud before she could fall on the grass. The changeling carefully deposited her on top of her flank, in mounting position, Twilight’s head resting on Chrysalis’ rounded belly. The green softened chitin was surprisingly comfortable, like a water bed full of warm jelly, perfect for an exhausted alicorn to fall asleep on.

Smirking mischievously, Chrysalis tugged on her stud’s cock, trying to bring some life into it. When Twilight remained soft Chrysalis just shrugged, and used her magic to guide the limp shaft back into her pussy, her slit opening wide to welcome her lover home. Her walls rippled, pulling Twilight deeper inside, all the way to the hilt. On the verge of passing out, Twilight groaned happily. Her stallionhood was barely able to throb, let alone get hard, but it still felt incredible.

“Here, let me take care of you, rest for now.”

Twilight could do nothing but moan as her balls were magically fondled, the shriveled gonads pulsing weakly as they produced more sperm, coaxed by Chrysalis’ kneading. Too tired to move, she laid on top of her mare, letting the changeling’s pulsing cunt massage her limp stallionhood, bringing it to a new orgasm without Twilight having to even move a muscle. It didn’t take long before her balls slowly clenched, the overworked orbs delivering their load lethargically.

A fat surge of semen crawled up Twilight’s cock, her shaft jerking feebly, too tired to fire its load correctly. Chrysalis cooed in encouragement, her walls clenching around the softened stallionhood, the changeling drawing out Twilight’s foal batter herself. After a few moments of rhythmic contractions, a first blob of thick cream plopped into Chrysalis depths, the changeling’s walls convulsing to consume this new generous load. Twilight closed her eyes, smiling sleepily as her lover kept milking her dry, the soft chitin under her head slowly growing from her lazy spurting.

Lulled by the sounds of her semen sloshing inside Chrysalis’ belly, Twilight drifted off to sleep, a big smile on her lips.

Chrysalis carefully draped Twilight over her back, her wings opening to secure her precious cargo, making sure to keep the alicorn hilted in her clenching depths. Twilight mumbled cutely in her sleep, her balls filling with a new batch of thick alicorn seed. Chrysalis felt her affection for the alicorn grow tenfold, her heart swelling with warmth. She blinked, then frowned. The throbbing in her chest was becoming familiar, but she still didn’t like it one bit. With a grunt she got to her hooves, her belly sloshing with her lover’s semen. She ran a hoof on the green, see-through chitin, considering its size.

Her stomach wasn’t that big, even by pregnant pony standards. During her nesting cycles she usually had a whole herd of stallions at her beck and call, the mindless studs cuing up to rut her in a never-ending orgy. If needed, her egg sack could expand to fill huge chambers. She could turn into an immobile egg factory, a brood queen, her ravenous desire for stallions never sated… so why was she feeling so stuffed?

Chrysalis should have been hungering for more stallions, she should be desperate for more of their egg-fertilizing goodness… but somehow the comparatively minuscule amount sloshing in her belly had completely doused the burning need in her female parts. She felt full, her desire to seek out other studs gone, which was abnormal for a queen in her nesting cycle. Twilight kept spurting in her sleep, each rope of thick alicorn cream making Chrysalis shudder in happiness, adding to the sensation of pure satisfaction.

She felt… whole.

“Have I gotten too old for this? Are my egg reserves exhausted?” Chrysalis mused. She turned to her slumbering wife, a smirk on her lips. “Or have you done something to me, hmm?” Her magic caressed Twilight’s mane, the loving gesture coming naturally, without conscious thought. The alicorn smiled in her sleep, her stallionhood swelling with a new load. Chrysalis chuckled. “Oh well, one stud will have to be enough it seems. I can always compensate with more broodmares.”

Humming happily, Chrysalis started to walk away, her steps careful and slow to avoid jostling her slumbering lover. She considered walking straight through Ponyville, eager to show everyone she and Twilight were now mated in every way possible… but she hesitated. If she waltzed around town in this state, Twilight would probably get angry at her, for some ungodly reason. Or worse, Twilight would be sad again.

Not that Chrysalis cared, of course. Yes, hearing Twilight say those words earlier, you hurt me, had been incredibly painful. Yes the phrase had been like a barbed spear lancing straight through her black heart… but it had only been a reaction to the alicorn’s emotions. When Twilight had asked if she cared for her, Chrysalis hadn’t lied. She did care for her wife. She cared for Twilight’s cute, cushy butt, she cared for her tight pink pussy, and she cared for the brood in her belly. If Twilight had interpreted it to mean Chrysalis loved her or something silly like that, it wasn’t her fault.

Snorting in amusement, Chrysalis set off towards the castle, smiling from how much she didn’t care… and she took the long way around, avoiding Ponyville and all its busy roads. It wasn’t out of consideration for Twilight, of course. She just wanted to have a nice walk in the woods, that was all. Yes, ponies could be so annoying, the infernal bird-chirping surrounding her was preferable to their vacuous blabbering. And the sun shining through the canopy overhead wasn’t too awful either.

After a few minutes of walking, Chrysalis’ pace slowed. She frowned, her ears folding. She could hear a dark voice hissing in her head, familiar and foreboding. The nagging murmur reminded her to be wary of the creeping corruption of Harmony, it begged her to smother the warmth rising in her chest, it reminded her of who she was... and Twilight chose that moment to start snoring like a kitten, her soft breathing completely distracting Chrysalis from the angry buzzing in her ear.

Chrysalis chuckled, and some people would even say she giggled. But those people would be wrong. Changeling queens didn’t giggle, they cackled evilly. Chrysalis tried to stifle the sound, but soon gave up, letting the definitely-not-a-giggle ring around the forest. She was just too happy to let her usual paranoia bring her mood down, and the cute little snores coming from her back were too precious to be ignored. She disregarded the snarling whispers clawing at her mind, and chose to start talking to her sleeping wife instead.

“So, you chose Luna hmm?” Chrysalis tsked. “I would have preferred you pick Celestia, but I’ll make do.”

Twilight’s snores answered her, and she nodded, taking it as a valid argument.

“True, Luna is a fine breeding specimen, but she’s so boring compared to her sister… And her rear is so small! I thought you liked them curvy and plump? Like a certain white alicorn...”

“Zzzzz…”

“Fine, I’ll let Celestia be.” Chrysalis huffed. “Though it is a crying shame you didn’t even consider Cadance, according to Shining she’s worse than me in bed.”

“Mmhmh”

“Oh, you just want to get to Shining first? Then we go for Cadance? Throb once if you agree.”

“Gnmh.”

“Humph, even in your sleep you aren’t any fun… Okay, okay, no Shining Armor either, you can stop now.”

“Mmmh…”

“Yes yes, I love you too sweetie.” Chrysalis rolled her eyes. “Now, have I ever told you about those sirens I met a thousand years ago? Three sisters, or I think they were sisters… it wasn’t very clear. In any case I bedded the blue one —she was a fun lay, let me tell you— and the other two tried to kill me when they found us in the act. They chased me for days, at one point the purple one almost ripped my head off, it was a close call…”

Chrysalis kept on rambling as she slowly made her way through the forest, careful not to wake her wife. She had a lot of stories about her past exploits, and for once she had someone she could brag to, someone she trusted; yes Twilight was sleeping, but it was the thought that counted. She babbled on, a spring in her step, her pussy still milking her stud, her belly sloshing. She went on like she didn’t have a care in the world.

All the while pretending not to notice the not-so-furtive hoofsteps following her.

Chrysalis had to resist the urge to turn and shout at her would-be stalker to stop making so much noise; ponies were just awful at being discreet. Chrysalis had noticed the intruder from the start, just when Twilight had begun to rut her furiously. The peeping tom had watched them from behind a tree, and judging by the smells wafting in the wind Chrysalis could tell their little show had been very much appreciated. Now the foolish pony followed Chrysalis to her hive, as if begging to be devoured. Giddy by the prospect of this self-delivered meal, Chrysalis began to hum a little song, her eyes shining with anticipation.

“This day is going to be perfect,” she sang softly, “the kind of day of which I’ve dreamed since I was small…”

Swaying to the tune of her happy melody, Chrysalis lovingly carried Twilight back to the Friendship Castle, luring another unsuspecting prey to her lair.