Despite the recent developments following the former Queen Chrysalis’ defeat, the Changeling Kingdom still had a long way to go when it came to maintaining its progress. Fortunately, its newfound alliance with Equestria and its surrounding nations helped to give the Changeling race some much-needed assistance. Whether it was by King Thorax’s stable relations with Equestria’s Royalty, Ocellus’ integration into Twilight’s School of Friendship, or General Pharynx’s contributions in assisting with Equestria’s military forces, the sordid past of the Changeling Kingdom’s origins seemed to have hopes of becoming an unpleasant memory as opposed to a looming threat of reemergence. And along with the Kingdom’s efforts to extend their efforts towards their neighbors, Equestria was thankful enough to return the favor themselves.

One example of their unity came through an Exchange Program, which allowed several choice Royal Guards to be stationed in the former rival nation to better establish trust between their forces.

Because of that, a meek-looking unicorn with a fair blue coat seemed to stand out pretty obviously against the rejuvenated cave systems the Changelings resided in. The stallion had a thin and scrawny build, which would’ve made many assume he wasn’t a member of such an elite group as the Royal Guard. However, his training under General Pharynx helped to establish that his strengths didn’t lie in physical prowess, but instead with mental dexterity and spellmaging. Of course, the deep green Changeling assumed that something was special about the guy upon seeing his Cutie Mark: a bright red Atom which conveniently matched his namesake.

“So, Private Atom,” said the General as he walked alongside the pony on their way through the labyrinth-like cave systems. Atom did his best to keep up with Pharynx’s striding steps, but he clearly looked winded by how matted his fur appeared in sweat. But alas, considering how complicated the Changeling Hive’s architecture was for Equestrians, he pretty much needed to keep up so he wouldn’t get lost between the training grounds and the shower room. Meanwhile, the Changeling didn’t seem to notice Atom’s difficulties as he spoke towards him. “I’m not gonna lie to you, kid. Even though your cloaking-detection skills are top notch, I highly recommend you try to improve your stamina.”

Atom sighed while trotting quickly alongside the General, and gave an apprehensive nod in agreement. Due to how much he was sweating, the pony had to wipe away a lock of his brown mane that was matted across his forehead before he replied, “W-Well, ummm… You’re certainly not the first Officer to address that issue with me, Sir. I’m aware of my shortcomings, which is why I work so hard to upkeep my other skills whenever I can.”

“Which is a commendable thing to do, no doubt,” Pharynx said with an approving nod back at the unicorn. “But still, if you were to try and invade this place before Chrysalis’ overruling, your magic skills wouldn’t amount to much with our barriers up. You need to work on your weaknesses just as much as your strengths, understand?”

After a quick exhale, Atom nodded his head as the two reached the cavern that held the Changeling Guard’s showers. Due to Pharynx’s truthful words, the stallion felt a little unsure about himself as he spoke through his blush. “Y-Yes, Sir. I… I get what you mean.”

Fortunately for the unicorn, Pharynx was able to catch that timid tone by the time they entered the empty space. Since it was technically a cave, the shower room wasn’t lined with walls of linoleum or glazed porcelain; instead, the room’s natural stalagmite ceilings and walls were left untouched due to their resistance to humidity. The only things that indicated the space’s purpose were a couple wooden benches in the middle of the room, several metal shower faucets that were protruding from drilled holes in the walls, and multiple lanterns hanging from the stalactite above to brightly illuminate everything. It may have been simplistic, but Atom could appreciate the Changelings’ creativity when it came to using their natural resources so efficiently.

As the unicorn went up to one of the faucets, he tried not to appear so nervous about showering in such an open space. Even though he knew better than to act so modest as a member of the Royal Guard, he wasn’t used to using a shower room that had no curtains or barriers of any kind. His composure wasn’t improved when Pharynx went to the faucet right beside Atom’s, and turned it on so he could begin showering as well. “If you don’t mind me saying, I really am impressed with your detection abilities during that cloaking exercise. I’ve never encountered a pony who was able to spot one of my soldiers posing as a puddle, and that’s saying a lot.”

Atom chuckled nervously, and glanced back at the General with a sheepish smile while nodding gratefully. “Well, thank you, Sir,” he responded with a notable blush on his cheeks, though it wasn’t clear if it was from Pharynx’s praise or the fact that they were showering so close together. “It’s… It’s nice to know you’re able to appreciate what I have to offer.”

Pharynx just scoffed before replying with a raised brow towards the Guard. “Hey, just because I’m strict at times doesn’t mean I’m a complete hardass. I just want to make sure you ponies are as well-prepared for threats as us.”

Given recent events (particularly that Storm King invasion), Atom could only shrug and nod while his muzzle was pursed awkwardly shut. As he tried to think of what to say, the pony didn’t seem to notice how Pharynx was subtly staring at Atom’s body from head to hooves. The Changeling may have been in a newly-revealed relationship with Spike, but that didn’t stop him from eyeing the unicorn’s slender physique as water cascaded down his fur. While the stallion began to lather underneath his barrel with a bar of soap, Pharynx spoke up in a more casual tone of voice. “So, Private… I heard from my partner Spike that you had just gotten out of a relationship recently. Is that true?”

Atom’s expression briefly turned sour, but he was able to hide that after sighing through his nostrils. “Ummm… Y-Yeah, I… My boyfriend and I had to take a break because of my Guard duties. And after a while, uhhh… we decided to end things mutually.”

“Well, I’m sorry to hear that.” Despite Pharynx’s stern attitude and demeanor, Atom could tell that he said that with a sincere tone of voice. Meanwhile, the Changeling decided to add more optimistically, “If it means anything, I’m sure you’ll be alright, Private. Most ponies find a guy in uniform attractive, and you seem to have a good personality to match.”

“Pbbt!” Even though the soldier knew better than to scoff to a Superior Officer (especially in regards to a compliment), it was clear that Atom was reluctant about that claim at best. “Oh, come on! I-I mean, with all due respect Sir, I really don’t see myself as the kind of Guard to woo any guy off their hooves.”

“Now that’s a weakness you really need to overcome,” replied Pharynx as he pointed a hoof at him. “Confidence is just as important as any strength you may have, Private.”

Atom sighed a little deeper after hearing that statement, and hung his head low to make water drip from his matted mane. “Ughhh… I know that I should, General. It’s just not that easy when I try to place myself next to the other cadets.”

“Well, I wouldn’t recommend comparing yourself in that way, Atom,” Pharynx said as he grew a warmer smile, and continued to stare across the unicorn’s prone and wet form. Meanwhile, the Private turned his attention towards Pharynx, looking slightly surprised at being called by his name without his rank. He didn’t notice the Changeling’s leering eyes, but he did catch his superior’s suggestive tone while he continued speaking. “You might not have the muscle mass or height of some of the other recruits, but neither did Spike. And that didn’t stop me from pursuing him, did it?~”

Atom was a little unsure where Pharynx was going with his assurances, even though he should’ve seen the signs considering where they were alone. However, he was able to understand the Changeling’s point enough to nod reluctantly. “Well, I… Okay, that’s actually a really good point.”

“Exactly!” chirped Pharynx as he gave the unicorn a playful slap on the back. Atom quickly blushed with a bitten lip, clearly not expecting his officer to give that sort of gesture. The Changeling then resumed to his own bathing as he added coyly, “Plus, you don’t even need to have a relationship to have some fun every now and then. All you need to do is be confident and find someone who’s… open minded~”

Atom caught that inflection pretty quickly, and he glanced back at the General while he let the water wash every ounce of sudsy soap away from his chitin. Despite knowing better, the pony couldn’t help staring at Pharynx’s built physique for a few seconds in lingering silence. But before he could get caught, Atom looked away with a heavy blush and tried to blurt out a clarification. “U-Uhhhh… O… Open Minded, Sir?”

Pharynx smirked more notably before looking back at him with narrowed eyes. “I’m sure you know what I mean, Private. Lots of couples nowadays have understandings and such, right? I could’ve sworn you ponies invented that concept~”

Even though he did understand Pharynx’s response, Atom still seemed skittish as he looked back and saw the General’s sultry-looking smile. He didn’t want to say anything too out of line, but his heart began to race faster as he slowly realized what may have been happening. Pharynx may have been a superior officer, but he wasn’t dense. After a nervous gulp, the unicorn took a breath before asking, “S-So, ummm… Do… do you and Spike have something like that?”

“Mmhmm~” nodded Pharynx quite casually, like he was expecting the recruit to ask such a personal question. Of course, his suggestive look remained as he eyed Atom with a smirk and said, “Of course, given Changeling’s shape-shifting abilities, it’s honestly not that big of a deal to receive pleasure from others from time to time. Spike understands it, and I wouldn’t be shocked if he was having fun right now~”

By that point, Atom would’ve been completely daft if he didn’t realize Pharynx was coming on to him. However, his blush was becoming hot enough to keep him from wanting to question such an opportunity. Instead, the stallion nervously exhaled as he tried to ask for further clarification. “Ummm… S-So, uhhhh… Sh-Should I ask why you’re telling me all this while we’re showering together?”

Pharynx gave a nonchalant shrug of his head, and eyed the suspicious-looking Atom with a raised brow. “Well, I think you’ve proven yourself smart enough to make a guess or two~” he replied with a light grin of his muzzle, and a piercing stare that made Atom shudder involuntarily. But before the unicorn could try to say anything in defense, Pharynx turned towards him while standing in a more domineering posture. Since Atom was already fairly small in stature, he felt more than a little intimidated while hearing his Officer speak. “Now, if you’re not comfortable with that, I completely understand. However… considering how you feel about your personal assets, would it be alright for me to... prove you wrong?~”

Atom shivered uncomfortably, and pursed his muzzle shut with a look of confliction on his face. Given how exclusive this exchange program was, the last thing he wanted to do was jeopardize that with the lewd thoughts now swimming freely in his head. Not to mention, he had no way to deny that this was just some trap set by the General to test his composure. Despite how genuine Pharynx’s smile may have looked, the unicorn knew better than to give in to such a tempting offer. So after breathing out sharply, Atom looked up at him to give his answer as firmly as possible.

“Ummm… Yes, that would be alright.”

Atom internally gasped in shock, unsure what the heck prompted him to give THAT as his response. Even though he knew how much blood was rushing through his blush and thundering heart (as well as… other extremities), his body froze upon answering that question so honestly. Meanwhile, General Pharynx grinned with an impressed chuckle as he lit up his horn and turned off his own faucet. “See?” he asked rather sweetly with a tilt of his head. “Nothing wrong with being confident to a Superior Officer~”

The Changeling then used his magic to pull Atom off his hooves, which startled him enough to let out a surprised yelp. The unicorn was then laid on his back as the shower kept running, and the last of his soapy mane was rinsed off for the sultry General to see. Atom’s cock was already slipped out of his sheath, and growing immensely with each strong twitch of his marbled shaft. While the pony squirmed worriedly between his rapid breaths, Pharynx walked up to his prone form and kept him from saying anything just yet. “Sssshhhhh… Just relax for now, Private. Just lay back and leave it all to me~”

Atom remained silent as he stared up at him with a tremendous blush, still unsure how to process all that was transpiring. Meanwhile, Pharynx used a flash of his magic to conjure up a bottle of lubricant he had in his bunk. The unicorn sucked some air through his teeth nervously, and stared downwards towards the Changeling’s curved and pointed appendage meant to be his cock. However, Pharynx then used his magic to squirt out a hefty dollop of lube, and brought it down to slather all over Atom’s length instead. The stallion gasped from the sudden coldness of the gel, and tried not to moan from feeling the Changeling’s hoof caressing his cock so diligently.

“Don’t worry about it, soldier~” Pharynx purred as he used his hoof to properly lube up Atom’s waiting stallionhood. The General also lit up his horn to bring that bottle back behind himself, and apply some more underneath his raised tail. The officer hissed with a pleased-looking smile, but kept his eyes down on Atom before shrugging cheekily. “What? A big guy can’t bottom from time to time?~”

Atom wasn’t sure how to respond to his superior’s shocking behavior, but he was able to shiver from his cock growing full-mast before Pharynx’s eyes. As the lubed, eight inch stallionhood began to throb at the ready for the Changeling above him, Atom couldn’t help biting his lip while giving a brief smile in acceptance. He may have not been prepared for such a lewd encounter, but he was clearly intrigued enough to spread his legs apart and further expose his “Spear” as a Royal Guard. After huffing with a more relaxed expression, Atom was finally able to speak up at him. “Uhhh… W-Well, I… I suppose I shouldn’t decline if you think this’ll help~”

“Ohhhhh, believe me~” growled Pharynx while stepping over the blushing pony, and grinned lustfully as he got himself in the right positioning. Just before he could lower himself on top of Atom’s waiting cock, the Changeling added with a sly tone of voice, “You’ll be helping both of us by the time we’re through~”

With that, the General didn’t waste any time as he squatted on top of that rigid stallionhood, and prodded the cockhead with his tailhole to make both of them gasp lightly. While Atom quivered with a clenched muzzle, Pharynx groaned in pleasure as he felt that familiar warmth pressing against his sensitive flesh. Due to his generous lubrication, the Changeling didn’t need to push too hard as he slowly bore down, and let that crowned head sink inside of his hole. Pharynx moaned out briefly from the much-needed sensation of another guy’s cock entering him, and looked just as enamored as Atom while he was writhing on the shower floor.

The unicorn had to bite his hoof to keep from moaning too loudly underneath his superior officer. However, it was doubtful that Pharynx would’ve blamed him while his hole clenched hard around the pony’s cockhead. The pressure felt as tight as a vice, but Atom couldn’t have cared less as he allowed inch after inch to slip over his length. Meanwhile, Pharynx continued to groan out with a strained smile as he pushed down even harder, and began to sink the stallion’s shaft inside of his needy tailhole.

“Nnnnnghhhhh!!~” Pharynx moaned out just as deeply as Atom, and shuddered strongly from the feeling of fullness he was craving badly. With each inch of that stallionhood he could feel slipping inside of him, his emerald cock twitched involuntarily for Atom to gawk at. Despite how tantalizing the Changeling’s tailhole may have felt wrapped around his shaft, Atom couldn’t stop staring at that exotically-shaped appendage Pharynx was packing. The curved shape of that smooth-looking shaft, combined with the pointed cockhead leaking an oddly green-hued precum, was definitely a new sight for the blushing stallion. Nevertheless, his attention quickly went back up towards Pharynx’s face after hearing him yelp through his deepening blush. “Aaaahh! Mnnnnghhh… You… You have noooo idea how badly I needed this…”

To emphasize that point, Pharynx gave one last grunt before he bore down on that cock entirely. As Atom reeled his head back and cried out shakily, the Changeling couldn’t have felt more content as he shivered from the stallion’s full length throbbing deep inside of him. His own cock twitched hard from the tittilation, and spurted out a couple globs of precum that glowed a little against Atom’s fur. Fortunately, Atom didn’t seem to mind in the slightest while he moaned from his General’s tightness.

“Nnnnnphhh… If… If you don’t mind, Private,” Pharynx grunted through his teeth after savoring that fullness for another moment. He then began to lift himself up, which elicited another strained moan as he let that plump cockhead rub every inch on its way back out. Just as the majority of Atom’s shaft could be seen glistening in lube, the Changeling stopped while the head was left imbedded in him. Despite how badly Atom was squirming and struggling with a hoof in his mouth, Pharynx spoke between heavy breaths to give an order to his soldier. “I… I want you to tr… to t-treat your Superior with respect~ You… You understand?~”

“Aaaahhh!!~” Even with how blushed the stallion may have looked, he still nodded his head firmly while beneath the horny General. “I… I understand completely, Sir!~”

“Good!~” With that, Pharynx let out another heavy moan as he skewered himself with Atom’s cock again. He pushed his weight back down on that rigid stallionhood, and cried out like a mare in heat as he let all eight inches of that hot, throbbing cockmeat hit him in all the right places. The sensation of that cock hitting his prostate left the Changeling writhing strongly atop Atom’s waist, and caused more precum to splatter on top of the soldier’s stomach. “AaaaaAAAaaahhhh!!~ Nnnnnfffff….”

Atom moaned deeply as well, and clenched his eyes shut from feeling that first proper fuckstroke Pharynx delivered so powerfully. But before he could take another breath in anticipation, the pony groaned hard upon feeling Pharynx pulling up once more. The Changeling’s cock dangled temptingly for his recruit to see, but was left untouched while he enjoyed the tantilization that stallionhood was giving to his prostate. The General let out another guttural moan, and paused his movements briefly enough to speak in a strained voice. “I… I hope you have good self control--mmmnnnghhh~ P… Private!~”

Pharynx dropped down onto Atom’s cock once more while he inflected that last word in a strained groan. Atom moaned out deeply as he pulled his muzzle away, no longer able to control how amazing the Changeling felt around his member. While Pharynx pulled himself back up to continue his power-bottoming, the Guard reeled his head back with a heavy blush and bellowed out, “I… I-I’ll control myself as best as I can, Sir--GNNNGHHH!!~”

Atom’s superior bottomed out on top of him again, and shivered from how well that cock was hitting his sweet spots with each piercing movement. The unicorn writhed uncontrollably, and clenched his eyes shut to keep from cumming prematurely. Unfortunately, the immense pressure and warmth of the Changeling’s body wrapped so tightly around his shaft made that task easier said than done. But alas, there was nothing for Atom to do but groan through gritted teeth, and try not to succumb too deeply while Pharynx increased the pace of his motions.

“Aaaahhh!!~” The Changeling repeatedly hopped up and down on Atom’s cock, looking more enamored by the second while savoring the pleasures he was giving to his own prostate. His own member throbbed hard while flopping up and down, but the General continued to ride his soldier without even thinking of touching himself. Instead, he just started panting even harder while maintaining his dominant tone of voice. “T… Tell me how much you want it, Private!~”

“Mmnnghh!” After moaning out in a heated blurb from his nerves tingling endlessly, he overcame how hard his hooves were curling in pleasure as he belted out, “I… I want you to cum, Sir!~ P… P-Please shoot your load before me!!~”

Pharynx moaned out even deeper with his head reeled back, and jumped up and down even faster to make Atom squirm helplessly beneath him. The pony’s cries of rapture echoed throughout the cavern, but he was too riled up to feel self-conscious about his noises emanating outside of the room. Pharynx didn’t seem to mind the acoustics as well, and kept going with a level of tenacity only expected from a General. The rapid slides of that stallionhood against his prostate left his nerves fraying like mad, but Pharynx needed just a little more before he could topple over the precipice. “Aaaahhh!! I… I want you to address me, Soldier! Th… Th-That’s an order!!~”

“AAAHHH!!~” Atom wasn’t sure how much longer he could last, and his cock was throbbing badly inside of the Changeling in anticipation for the General’s breeding. The pony took as deep of a breath as he could in his state, and quickly moaned out to sate Pharynx’s lustful hunger. “Mnnnghhh… S-Sir, yes Sir! Sir, yes Sir!~ Sir, yes, SIR!! SIR!! YESS!! SSSIIIRRRRR!!!~”

Atom felt how tightly Pharynx clenched around his cock with a piercing shriek from above, and he couldn’t hold back any longer himself. The stallion yelled out in utter ecstasy as his cock pulsated inside of the Changeling, and his balls rode upward to assist in his spine-tingling climax. Fortunately, Atom soon learned that he came just after the General succumbed to his own orgasm from above. With an animalistic squee and an intense fluttering of his insect-like wings, Pharynx buried himself as far as he could around the soldier’s cock as he erupted intensely.

The Royal Guard moaned out from his General’s tight hole gripping his member like a vice, but he gasped in surprise the instant he felt those first couple ropes of Pharynx’s cum hit him directly in the face. The Changeling proved to be quite pent-up as he shot his load a considerable distance, and left multiple strands of his luminescent cum all over the pony’s blushed face and chest. Atom could barely register how intense his superior’s orgasm may have felt, and his hips writhed upward as he delivered his own volley directly inside of Pharynx. The unicorn’s climax may have not been as visually appealing as the Changeling’s, but it was clear how much Pharynx needed it as he squirmed and moaned out from such a thick and hot load shooting into his deepest depths.

By the time both of them came down from their fur-raising (or in Pharynx’s case, chitin-shimmering) orgasms, the water was coming out ice-cold as it continued to rain down on both of those military men. However, neither of them seemed to mind the chilly temperature as they laid on the floor in exhaustion. Pharynx was still skewered atop Atom’s twitching cock, which prompted him to rest on top of the pony’s drizzled chest as he came down from his lustful high. Meanwhile, the Royal Guard just breathed heavily while struggling to stay awake, his mind running a blank as to how the buck he ended up in such a scenario with a superior officer. Of course, despite how it may have occurred, the stallion was able to slowly relax as he let himself appreciate the moment of serenity the two shared.

Unfortunately, that moment was soon broken when Spike’s voice jolted both of them in shock. “So, I’m guessing you took my advice?~”

“GNNNGHH!!” Pharynx pulled himself upward with a surprised gasp, and caused Atom to yelp in pain from how tightly the Changeling clenched around his deflating cock. Meanwhile, the little drake just stood by the cave’s entranceway with an intrigued smirk, and his eyes narrowing on the two blushing guys. Despite how stern and well-decorated the General may have been, Pharynx looked just as fretful as Atom while they remained frozen in place on the shower floor.

“Heh heh heh… I was hoping you’d finally ask him~” purred Spike before he walked up to them with a casual stride in his step. Atom blushed immensely as he saw the dragon’s plump hips moving with each step he took, as well as that lustrous-looking grin he had on his face. Not to mention, Spike’s erect cock was standing out rather prominently while glistening under the shower room lights, just begging to be used by either of the post-coital studs staring back at him. As soon as he walked up to the duo, Spike scratched the back of Pharynx’s ear with a claw and said sweetly. “Daawww… You always look so cute when I catch you prepping someone for us to play with~”

Pharynx blushed with a bashful smile while the dragon petted him, but didn’t say anything to counteract what his partner just said. Meanwhile, Atom just blinked a couple times in confusion while drenched in an unholy mixture of soapy water and Changeling cum. Of course, before he could even try to speak up for himself, the Guard saw how Spike’s emerald eyes were peering towards him with just as much dominance as the General had earlier.

“So… what do you say, Soldier?~” asked Spike with a lustful smirk, and a widening grin to show off his cute little fangs. “You think you can follow a few more orders in our private bunk?~”

Atom’s mind may have been frayed beyond belief, but he couldn’t have nodded his head quicker if he tried.

Author's Notes:

This prompt was given to me by Yoshikage Kira, who was one of the winners of my Troy and Canvas Story Contest I held last month.