“But what type of changeling should she carry? I say a construction breed would be perfect as we still need to expand the western cavern.” Spike offered, tapping his chin with a claw.

Fluttershy looked from Spike to Twilight, opening her mouth to speak only to be cut off by Twilight who shook her head.

“I know the hive still has far to go in that regard, but we need a changeling capable of keeping our movements hidden.” Twilight stated. “We need someone who can handle the wards and help me with enchanting the library as well as the rest of the hive.”

Fluttershy turned and was about to speak again before Spike sighed.

“That's a nice idea but we still need someone better then me to do the digging.” He stuck out his tongue. “Because I am getting sick and tired of all these late nights spent endlessly clawing through tunnels by myself.”

Twilight scowled, completely missing the fact that Fluttershy had respectfully raised her hoof in an attempt to get a word in edgewise. “I will admit that would be beneficial, but it all won't matter if we get caught, which means we need to focus on staying hidden.”

Fluttershy breathed deep. “Be quiet!” She shouted, causing both other hybrids to look over at her in shock. “Why not both?” She offered.

The two other changelings exchanged a confused look, a shared expression that changed confusion, contemplation and then finally acceptance.

“You know that does sound like a good idea.” Spike pointed out.

“It does, but are we sure Fluttershy is ready for that?” Twilight asked.

“Fluttershy feels like she is more than ready.” The aforementioned changeling stated, crossing her hooves over her chest.

A small, optimistic smile grew on the queen’s face. “Your scans did come back positive. We could knock you up at any time now.”

“And that would help speed up our timeline.” Spike added.

“I would love to have twins.” Fluttershy whispered faintly, a hoof rubbing her small, empty belly.

“Well, what do you think Twilight.” Spike began. “Is she ready?”

The queen lit her horn. “Let's double check one last time.” The purple glow of the queen’s magic focused on Fluttershy’s midsection, the scanning spell making short work and quickly telling Twilight exactly what she wanted to hear. “She's more than ready.”

Spike pumped a claw in the air. “Yes.” His eyes lit up and he leaned close. “Does this mean she could have triplets?”

Fluttershy’s eyes lit up twice as much as Spike’s had, staring intently at Twilight while she awaited a response.

The queen however, shook her head. “I’m not sure. Let's just start with twins and go from there.”

Spike shrugged, and Fluttershy sighed, settling into the bed with a frown. An expression that didn't last long as she quickly realized that she was still getting knocked up with two foals in a matter of minutes. “How long do changelings gestate for?” Fluttershy asked, suddenly realizing just how many questions she had yet to ask. “Because I don't really have a uh, what do you call it? A cover story…”

Twilight shrugged. “That's not a big deal.” A wide smirk crossed her face and she leaned in close, nibbling the other changeling’s ear. “We’ll just say we’ve been dating in secret and finally decided to have a foal of our own.”

“O-oh my.” Fluttershy muttered, unconsciously pressing herself against the more dominant changeling.

Spike however, was less convinced and he merely rolled his eyes at the display of affection. “That would be a strange thing to suddenly announce. Tell me Fluttershy, how many ponies even know that you wanted a foal and that you were turned down from receiving a sperm donation.”

“Oh um, just you guys, and Rainbow Dash.” Fluttershy blushed. “I haven't even told my parents.”

“There we go.” Spike announced. “Rainbow Dash doesn't have the best memory, I bet she would believe you if you told her you could get the donation but there was just a wait or something.”

“Or perhaps that the rule changed shortly after.” Twilight added, pulling away from Fluttershy. “After that we could announce our new relationship, further covering our tracks.”

“Your really into this whole relationship thing.” Spike pointed out with a smirk. “Almost like it has nothing to do with the plan.”

The queen blushed slightly, rubbing the back of her neck. “Well it would make things easier in the long run. What do you think Fluttershy?”

The former pegasus merely smiled serenely, her eyes never leaving Twilight for even a moment. “If my queen wills it I would love to be hers.” Fluttershy blushed, looking away. “For the uh cover, of course.”

Spike rolled his eyes. “You two are the worst. Now are we doing this or what?”

Twilight nodded. “Right, just give me a second.”

The queen lit her horn and closed her eyes, following the memories given to her by Chrysalis and using her magic to reach deep inside herself, altering two of the eggs resting inside her. It wasn't an overly difficult task but Twilight took her time, making sure she did it properly and double checking that the eggs were primed and ready to create the desired type of changelings. After triple checking just to be sure, Twilight opened her eyes and nodded. “Alright, ready.”

Fluttershy squealed happily, rubbing her forehooves together. “So how does this work?”

“First I implant the eggs inside you.” Twilight began, pressing a hoof against Fluttershy’s midsection. “They are already primed to receive the proper kind of seed, which is where me and Spike come in.”

“Wait, I thought for sure you would want her all for yourself.” Spike replied.

Twilight rolled her eyes. “We are going to need a good amount of dragon dna if we want to be able to produce a good digger.” She leaned in close to the dragon hybrid, elbowing him in the side. “Unless you’ve fallen too in love with my cock.”

The dragon’s face grew bright red and he puffed out his chest, inadvertently making himself appear even more feminine as his scales bulged in such a way as to make it appear as though he had small breasts. “No way!” He announced. “I’m ready to do my part for the hive.”

Fluttershy giggled, clapping her hooves together excitedly. “And then what?”

“Well.” Twilight began. “Then we fuck you, fill you with seed and let your body do the rest.”

Spike nodded confidently. “Oh and changelings like this should only take a month to come to term.”

“Oh… wow.” Fluttershy muttered, images of her belly growing to full size in a matter of weeks exciting her far more than she would admit outloud.

Twilight leaned in close, rubbing a hoof over the other hybrid’s belly. “And speciality changelings grow just as large as a foal.”

The former pegasus squirmed awkwardly, her pussy so wet that it began to drip down her legs, pooling on the bed beneath her. “That sounds wonderful.” She whispered.

“Well don't go too fast.” Spike warned. “I don't know if this changed from last time you girls played truth or dare but Fluttershy was a virgin.”

“Spike!” Twilight exclaimed in shock. “You heard?”

The dragon groaned. “Augh, these walls aren't that thick. I couldn't not hear you.”

Fluttershy blushed profusely, shaking her head. “N-no. I mean I have toys and stuff but I’ve never done well… that.”

Twilight lifted an eyebrow. “Really? I thought for sure your date the other month went well.”

The pegasus stuck out her tongue in disgust. “I was just being nice, Braeburn turned out to be a total creep.”

“That's unfortunate, he was always nice when I spoke to him.” Twilight sighed.

Spike shrugged, elbowing his mother right back. “Not like you care. I bet it kinda excites you that her first time is not only going to be with you, but your also going to knock her up.”

Twilight blushed, glancing at Fluttershy out of the corner of her eye. “That is true…”

Fluttershy blushed right back, tapping her forehooves together awkwardly. “Well I’d like to well um…” She gulped. “I would like my first kiss to be from you, my queen.”

Twilight looked over to Spike, who merely shrugged, and extended his hand towards Fluttershy, as if saying. ‘Go ahead.’

The queen needed no prompting, and rather than wait for them to both get on the bed, Twilight merely charged forward, planting her lips firmly against Fluttershy’s. The former pegasus’ lips were every bit as soft as Twilight imagined, and she found herself falling into them, her entire body pressing forward. Fluttershy’s legs began to quake and she struggled to stay standing as her entire body was barraged by the strange sensations now coursing through her.

The young mare had always wondered what it would be like to kiss someone like this, to give herself to that being completely and even in her wildest dreams she hadn't imagined it would feel quite this good. From the simple meeting of their lips Fluttershy felt her knees grow weak and her mind melt, the urge to simply throw herself at the queen nearly unbearable.

A pleasure that only grew when Twilight opened her lips and pressed forward, deepening the kiss and slipping her tongue into the shy changelin’s mouth. Fluttershy instinctively submitted to the larger being, pressing herself against the queen’s chest and allowing Twilight to control just how deep the kiss went.

The long slender tongue of the changeling queen pressed into the young mare’s mouth, making her shiver in ecstasy as she felt the queen assert her dominance in a primal, physical way. Control now firmly given to the changeling queen, Fluttershy could only half stand there on the bed as Twilight moved back and forth, teasing her with small gentle kisses between deeper, more passionate moments. The constant teasing left the poor breeder hungry and wanting more, her body yearning to be given fully to her queen.

Twilight didn't make her wait long and she pushed forward, deepening the kiss once more, this time for several long seconds. When she pulled back Fluttershy was left breathless and panting, yet despite this she couldn't help but want more, the need to feel her queen’s tongue in her mouth nearly overpowering her. Fluttershy shuddered in pleasure, running a hoof down Twilight’s hard chest lovingly, caressing the queen’s body as much as she was able.

Neither had to speak to know just how much the other had enjoyed their little make out session, including Spike who stood there tapping his foot impatiently. “Are you two done?”

Twilight sighed, squeezing Fluttershy’s hoof gently for a moment before reluctantly letting go and turning to Spike. “Way to ruin the moment.”

The dragon hybrid rolled his eyes while trying and failing to hide his feelings of envy through the link they shared. ”Well maybe some of us have other things to do.”

Twilight was about to speak up, but Fluttershy stepped forward before she had the chance. “I’m sorry Spike. What would you like to do?” The breeder offered.

Spike visibly shrunk, his shoulders sagging as he tapped his claws together awkwardly. “T-that's okay Fluttershy I’m just a little jealous is all.”

“Well, why don't we both kiss her then?” Fluttershy offered.

Spike perked back up. “I call first!”

Twilight’s eyes went wide and she had only a second to think before catching a face full of dragon and causing them both to topple back into the bed, spike’s long slender body pressing against her. Scaly lips pressed against Twilight’s comparatively softer ones, the dragon hybrid wrapping his arms around his queen and pressing himself tight against her barrel.

Reacting quickly, Twilight grabbed her son and spun him around, one hoof pressed against Spike’s back in order to keep him in place as she shifted their bodies. Not like it was needed as the thirsty dragon would have been difficult to remove at this point. With her lover now firmly under her, Twilight pressed her lips against his, asserting herself and drawing a moan from the submissive dragon’s lips.

Twilight was dimly aware of Fluttershy laying down next to them, the former pegasus taking an extra few seconds to make sure she didn't accidentally lay on her now much larger breasts. Once settled, the mare watched as the two continued to aggressively make out, a small smile on her lips. The freshly converted changeling was dimly aware of the love radiating off of the two, and in her inexperience she was greedily devouring a belly full of the potent emotion and subsequently nearly threw up, holding her lips shut with a hoof.

Twilight chuckled, pulling back from Spike’s hungry lips. “I see someone realized they can eat love.”

Spike giggled as Fluttershy wobbled back and forth, a dopey expression on her face. “It takes a while to get used to, better take it slow for the first few weeks.” The dragon offered.

Fluttershy nodded faintly, collapsing to the bed. “But it tasted so goood.” She moaned, a hoof rubbing the slight bulge in her stomach which was now full of potent emotion.

Twilight rolled her eyes. “Well just try and resist the urge for now and I’ll teach you more about feeding tomorrow when I have a moment.”

The former pegasus nodded weakly, remaining flopped out on the bed as Twilight and Spike went back to making out.

That didn't last long though, as they were growing increasingly aware of both their own building arousal, and that of Fluttershy’s which now dominated the hive mind. Twilight sighed, pushing the potent desire from their mindscape once more, making a mental note to teach Fluttershy how to hide her emotions from them. “Well I think she's ready, what about you?” Twilight asked, turning back to the dragon still beneath her.

Spike beamed, nodding eagerly. “Oh yeah. I can't wait to get more help around here.”

Twilight giggled. “Well, we better get started than.”

“Wait, shouldn't you give her a little… ‘anatomy’ lesson?” Spike asked, adding air quotes around anatomy.

The queen raised an eyebrow at the statement. “Of course. Would you mind assisting me with the practical application?”

Spike nodded. “But of course.”

Pressing a hoof against her head, Fluttershy forced her head to stop spinning. “What is going on?” She asked, noticing how Spike was crawling between her legs, while Twilight was resting on her side, eying the former pegasus closely.

“We just realized we haven't given you a proper anatomy class yet and that simply won't do.” Twilight shook her head. “Thus, Spike is going to be handling the direct portion of the tutelage, while I handle the more academic side of things.”

Fluttershy looked down to where Spike now lay nestled between her legs, a hungry look in his eye. “O-oh my.” She whispered, noticing just how long the dragon’s tongue was when he licked his lips in a long, exaggerated motion.

“It's just as good as it looks.” Twilight remarked, whispering in the other mare’s ear.

Fluttershy shuddered as she felt Twilight’s magic wash over her, spinning her body around until she now lay on her back, freeing her breasts from being squished between the breeder and the sheets. Fluttershy sighed, a hoof gently rubbing the surprisingly soft mammary glands, a little shocked by the fact that despite the fact that they were as pitch black as the rest of her, they were still soft and malleable to the touch. Though now that she thought about it they weren't quite as malleable as they used to be, meaning she would likely never have to worry about them sagging. The former pegasus smiled at the thought of herself having her hundredth foal and still looking exactly the same, her body ready for the next hundred children Twilight would give her.

“It's a nice thought isn't it?” Twilight asked, leaning close.

Fluttershy blinked, realizing how much she had been broadcasting that particular thought. “Er yes my queen.” She looked down, offering Spike a weak shrug. “Sorry Spike.”

The dragon shrugged right back. “No problem.”

“Are you ready for you lesson now?” Twilight asked. Fluttershy nodded. “Good. Then Spike would you mind starting at her breasts? I’m sure she's as eager to learn about them as you are.”

Spike dove right in, crawling up the mare’s body and dragging his tongue across her right breast, leaving a line of spit behind. The ensuring shudder that coursed through Fluttershy’s body nearly shook the bed, surprising the breeder by just how good the small amount of contact had felt.

“As you can tell your a little sensitive after your conversion.” Twilight began. “I would say that would wear off in a few days but considering we are going to knock you up in only a matter of minutes, that's no longer true.”

Spike meanwhile was doing the same to the other breast before peppering them both with kisses, spreading his attention across the entire surface area of the mare’s tits without straying too close to her engorged nipples. “They will likely stay sensitive for as long as your pregnant, as well as for a week or two after while your breastfeeding our foals.” Twilight added, signalling to Spike that he was to continue with his little lesson.

The dragon needed no encouragement and he eagerly wrapped his lips around one of the mare’s breasts, sucking on the already leaking nipple the instant he formed a seal. “Stars above.” Fluttershy muttered, startled once more by just how good the small action had felt.

Twilight watched closely as the dragon shifted from nipple to nipple, never remaining on one for long before changing the focus of his attention once more. “As you no doubt feel, your breasts have became intense erogenous zones. This was done to make it easier to bond with your foal as changeling nymphs are often unruly and cannot fully connect to the hive mind, meaning more simple and straightforward instructions through the application of targeted pheromone releases are required.”

Spike used a hand to grip the mare’s breast, squeezing out a thick dollop of changeling milk, which landed on his tongue and was promptly swallowed. “This chemical signalling makes breastfeeding relatively easy, and allows for the nymph to not need much attention. Which is good, as the experience can be quite distracting, wouldn't you say?”

Fluttershy bit her lip, stifling a moan while nodding her head. “Y-yes my queen.”

“I bet it feels good to have someone drinking from your breasts. To feel your milk slowly be sucked out, knowing you have nourished another one of my children.” Twilight whispered huskily, slipping in close to the mare and running a hoof down her chest.

“Uh huh.” Fluttershy squeaked, barely able to speak due to just how loud her moans had grown.

Twilight chuckled, watching as Spike fed from one breast and then another. “Alright Spike, that's enough for now.” Twilight commanded, only for the dragon hybrid to stay latched to the mare’s breast, intent on draining every last drop.

Rolling her eyes, Twilight used her magic to prod the dragon in the side. “I said quit it.”

Spike sighed and gently pulled back, disappointment clear on his features, a sentiment that Fluttershy mirrored as well. “Aww did I have to?” Spike whined. “She had so much left.”

“You can drink more later, if Fluttershy allows you to.” Twilight replied.

“I would love that.” Fluttershy muttered instantly, a hot blush spreading across her face.

Already tired of the endless back and forth of blushing and general awkwardness, Twilight pointed her hoof down. “The faster we finish this lesson, the faster we can knock Fluttershy up.” She added.

Instantly Spike perked up, snapping a quick salute before lowering even further, letting his tongue trail down the space between the mare’s breasts and pussy. The first thing Fluttershy noticed was how the lack of fur didn't bother her in the slightest, yet it also didn't feel like what she assumed scales would. The feeling was not as distant as one might expect if the chitin was a true exoskeleton either. Rather some sensations like the gentle touches and soft carressess of her new lovers felt even more intense while other more blunt feelings like when she had accidentally bumped her hoof a minute ago were more distant.

“You are correct in your assumption.” Twilight pointed out.

“W-what?” Fluttershy stuttered.

The queen tapped the side of the mare’s head. “We share a mind Fluttershy. Remember?”

“Oh right.” The mare muttered, laughing weakly.

“Think of chitin like armored skin. It stops any sharp or blunt feelings while allowing you to feel everything else normally.” Twilight smirked. “Now then. Let's get this last part over with quickly, I am more than ready to put a baby in you.”

“Why don't you start by implanting the eggs.” Spike offered. “I think the rest of this lesson can wait for later when we aren't all quite so hot and bothered.”

“True.” Twilight smiled. “Ready to have my eggs inside you?”

“Stars above, yes.” Fluttershy moaned. “I don't think I’ve ever needed something more in my entire life.”

The sheer look of desperation on the mare’s face was enough to make Twilight redouble her pace, making her jump from the bed and hop into position between Fluttershy’s legs. Only stopping at a height that allowed the newly converted changeling to watch as Twilight’s ovipositor slowly began to emerge from the queen’s pussy.

“As queen, I am endowed with many responsibilities. Most pressing of which is the implantation and eventual insemination of all eggs.” Twilight began, grunting as more and more of the slimy, slippery tentacle like appendage emerged from her pussy. “This is my ovipositor, and it is what I’m going to use to place the eggs within your womb.”

“That is so hot.” Fluttershy muttered, captivated by the sight of the tentacle dick that weaved through the air.

Spike giggled. “I know right? It's so long, and since it's not a traditional cock it can move around inside you and stars above does it feel good.”

“R-really?” Fluttershy gaped, staring down at the slimy appendage as it rested between her breasts, leaving a thin trail of green slime behind it.

“Indeed.” Twilight smirked. “And when it reaches your womb it will do this.”

Fluttershy’s eyes went wide when she noticed the ovipositor split open into three distinct petals, revealing an egg ready and waiting to be deposited just within. “Whoa.” She muttered.

The queen chuckled at her hivemate’s naked wonder, dimly aware of the former pegasus combing her mind in search of any animals that did the same thing Twilight had just done. Pushing that thought aside, Twilight pulled her hips back and dragged her ovipositor along Fluttershy’s hard black chitin, leaving another thin trail of slime. “Now then, just lay back and let me handle everything.” Twilight whispered.

“Yes my queen.” Fluttershy replied instantly, laying back just as Twilight commanded.

Spike watched eagerly from between the two mare’s legs, his tongue extending and gently caressing his queen’s ovipositor as it wiggled into position, the three petaled head resting against Fluttershy’s pussy. The queen paused just long enough to check if Fluttershy was indeed ready for her advances by pushing her ovipositor gently against the mare’s opening. She was instantly rewarded by the distinct feeling of wetness that only came from a mare that was absolutely soaked with juices.

With a smirk on her lips Twilight pushed forward, the head of her ovipositor easily sliding into Fluttershy’s welcoming hole with little resistance. She hardly even had to apply any pressure, the slimy tentacle like appendage slipping deeper using only the small muscles within it. Fluttershy’s ensuing moan of pleasure was like music to the queen’s ears and it didn't take long for that moan to grow long and deep as Twilight pressed forward more and more. Throughout it all Spike remained between their legs, kissing the ovipositor as it slowly sunk into the breeder’s pussy, lavishing it in as much attention as he could.

The effect was immediate and profound to the point that Twilight had to stifle a wave of pleasure that would have seen the egg get released too early. Pushing down that feeling didn't take nearly as much effort as it used to, and even Fluttershy’s pleasure couldn't dissuade the queen’s growing will power. Even still, Twilight knew she didn't have all the time in the world, and without wasting a single additional second, she pushed forward, giving her hips a firm buck.

“Stars above.” Fluttershy whispered, gripping the sheets with her hooves, her entire body rocking backwards under the force of the thrust, her queen’s ovipositor plunging deep into her body.

The breeder fell back completely, unable to keep herself upright under such an intense assault of sensations. The appendage now worming it's way inside her was every bit as good as Spike had said it would be. It was hard without being too hard, the spongy length filling her up without stretching her too far, every twitch and movement it made lighting up another section of her brain and sending a jolt of pleasure through her body.

Rather then let the mare get too used to the feelings now addling her mind, Twilight pushed forward relentlessly, her ovipositor surging into the mare’s depths with an almost single minded determination. Spike watched as the slimy green length of his mother’s ovipositor vanished entirely into Fluttershy’s pusy, the tentacle like appendage wiggling it's way deeper with each passing second. With nothing better to do the dragon hybrid leaned forward, pressing his lips against what little ovipositor was not inside the other changeling.

Twilight groaned as she felt the head of her ovipositor press against the other mare’s cervix, knowing full well how good that such an action must feel. Fluttershy, however, did not know, and for a second she nearly panicked, worrying that the ovipositor’s arrival would be a painful one. Once more her new anatomy surprised her and instead of pain she felt a distinct spike of pleasure shoot through her. More than just the animastic pleasure that came with being so close to being impregnated, she also felt a completeness that she had never experienced before.

This was it, she was taking another step closer to becoming the mother she was always meant to be, and it was all due to her queen’s benevolence. Looking up, the former pony stared deep into Twilight’s eyes, instinctually reaching out and wrapping her limbs around the larger being, holding her close. The queen merely smiled, pressing their bodies tight against one another, her ovipositor wiggling into position. “Are you ready?” Twilight whispered into her breeder’s ear.

Fluttershy nodded. “My body is yours, my queen.”

With a furious blush on her lips, Twilight leaned down and locked lips with the other mare before pressing forward, her slimy appendage slipping into Fluttershy’s womb. The two cried out in a shared pleasure so powerful that Spike couldn't resist moaning in tandem, the feeling bleeding over into his own mind.

Without skipping a beat Twilight pushed a little harder, the muscles in her ovipositor writhing and shifting, pushing the egg within deeper into the mare’s body. WIth each movement another jolt of electricity coursed through the breeder, her entire pussy becoming alive with pleasure as she felt the egg slip deeper inside her. In what felt like no time at all, the egg was already at the entrance to her womb, the three petals of the queen’s equipment opening up and forcing the opening wider than ever before.

Once more the former pony was surprised by just how good it felt to be violated, to give another peice of herself to her hive and her queen, the dominant changeling claiming another part of her body and mind. This pleasure, this completeness, this joy it was all her queen’s doing. It was a gift from her loving and benevolent mother and Fluttershy could not help but cry out in ecstasy as she felt her womb stretched once more, the first egg slipping inside inside the deepest reaches of her body.

The resulting feeling of fullness that came with the egg’s arrival was beyond compare, and before Fluttershy knew it she was already cumming hard, spraying Spike’s face with her juices. Which were promptly lapped up and swallowed by the dutiful dragon who continued to devote himself to making the experience as pleasurable as possible for the two. Twilight meanwhile, hardly even needed to push for the second egg to come rocketing out of her ovipositor, plunging deep into the mare and in a matter of moments, joining it's twin.

“Wow.” The queen muttered. “Someone was eager to be reunited.”

Fluttershy shuddered, her entire body twitching and spasming as one of the most powerful orgasms she had ever experienced coursed through her body. Through it all she remained latched tightly to the queen’s body, her body clinging to the dominant changeling’s for several long seconds. On and on it went until finally she was left only with the feeling of complete and utter fullness that came with having her womb packed full of eggs.

Spike giggled, using a claw to wipe more of the breeder’s juices from his face before popping the digit into his mouth. “Wow Fluttershy, you taste really good.” He muttered as he repeated the action several times, cleaning off his face.

The breeder chuckled awkwardly, only now noticing just how tight she was holding the queen, who was looking down at her with a wide smile. “Maybe after this Spike can compare flavors.” Twilight offered with a smirk.

“That sounds wonderful.” Fluttershy whispered.

“Spike do you mind if I go first?” Twilight asked, looking over her shoulder.

The dragon frowned, crossing his arms over his chest. “Aw come on.”

“Now Spike, I’d love to say you can go first but well, I’m already here and I don't think she's going to let me go.” Twilight replied with a smirk, gesturing to the way Fluttershy still clung to her.

“Sorry Spike, it feels so good that I don't know if I can.” Fluttershy whispered, a blush growing across her face. “But maybe you could both fuck me at the same time.” She looked down, the blush growing larger by the second. “I mean, if you want to that is.”

Twilight opened her mouth to speak but found the words had stalled on her tongue, her gaze catching a flicker of something that passed through the breeder’s eyes. Feeling Spike’s arousal, Twilight stopped and put out her hoof, holding him at bay for a moment. “Wait a second.” She commanded.

Spike obeyed, but remained confused, looking down at the queen and the breeder still locked in the most intimate of embraces.

“Fluttershy.” Twilight began, her gaze suddenly strangely serious. “Are you absolutely sure about this?”

“What do you mean?” FLuttershy asked, noticing just how intense the look her queen was giving her. “Did I do something wrong?”

“No it's not that, I just…” Twilight sighed. “I can't help but feel like I shanghaied you into this whole thing and your letting your emotions decide things for you.”

Fluttershy’s frown fell away, and she caressed the queen’s cheek with a gentle hoof. “Oh Twilight. You always were more sensitive then you let on.”

“This is serious Fluttershy, I don't know what I would do if you came to regret this moment.” Twilight sighed, gripping the hoof that touched her cheek.

“Twilight your a wonderful pony- er changeling but sometimes you can be awful dense.” Fluttershy retorted.

Spike nearly choked, covering his mouth with his hands and containing a giggle that threatened to escape.

“What are you talking about?” Twilight asked, eying the breeder curiously.

“Twilight, I want- no. I need this.” Fluttershy’s other hoof came up and gripped the other side of the queen’s face. “I need this more than I’ve ever needed anything in my life and if you pull out now I swear to the very stars that I will never forgive you.”

Twilight blinked, shocked by the intensity of Fluttershy’s statement. “I- really?”

“My queen, my amazing, silly queen.” Fluttershy smiled faintly, rubbing her nose against the other changeling’s. “I would give anything to bear and care for your foals over and over for the rest of my days. Even if that's the only thing I could do at all I would still be happy.”

“I-...” Twilight smiled. “I’m sorry, I doubted your resolve when I shouldn't have.” She leaned down and planted a light kiss on the breeder’s nose. “Spike, get over and stuff this silly mare with some dicks, we have a couple of foals to make.”

“Alright, it's about time!” He announced, jumping up and positioning his cocks at the entrance of Fluttershy’s pussy.

Fluttershy rolled her eyes and chuckled, nuzzling her queen’s cheek. “Don't worry about me my queen, my body is yours after all.”

“I won't make the same mistake twice.” Twilight whispered before turning to Spike. “Ready Spike?”

“Ready!” He said, positioning his hips low and sneaking just under the queen’s ovipositor, his cocks gently pressing between the queen’s shaft and the edge of Fluttershy’s pussy.

“Oh I’m so excited, you better not stop until I’m filled with your foals.” Fluttershy replied, shooting Twilight a mock glare.

“I won't.” The queen shot back.

Spike wiggled his hips forward, pressing his cocks against Twilight’s ovipositor and squeezing the tips into Fluttershy’s pussy after much scrabbling and pushing. “Unf.” He moaned, feeling the tight confines of the already stuffed hole squeezing down on his shafts.

The breeder was once more in a whole new world of pleasure, and was only dimly aware of the fact that she could feel her pussy shifting and moving as it adapted and stretched to the newest intruders. Within moments her pussy was perfectly shaped to milk all three appendages to the fullest extent possible, being just wide enough to accept them while still being perfectly tight. Once again Twilight was impressed by their new changeling physiology and thankful that it could react without their active participation as she doubted Fluttershy would be capable of such small scale shape shifting.

It didn't take long for Spike to slip deeper, his slender, flexible body easily managing to bend enough to allow his hips to surge forward. More and more of the dragon’s dual dicks slipped inside the mare’s greedy pussy, vanishing into the depths of the breeder’s body. Whenever they met resistance all he had to do was stop, rock his body back and forth and sure enough it didn't take long for her pussy to stretch enough to allow him passage deeper inside her.

Twilight didn't remain motionless for long though, and she began to slowly rock herself back and forth as well, her ovipositor grinding against Spike’s shafts and the tight confines of Fluttershy’s pussy. The feeling of three dicks now plunged deep into the mare’s body was nearly enough to make the poor breeder cum right then and there and though she resisted, the urge wouldn't abate for long. “Cumming.” Fluttershy whispered weakly, her entire body shaking once more.

Twilight and Spike shared a wide smile, slowing their movements long enough for Fluttershy to orgasm, their cocks being splashed by another surge of changeling lubricant. “Such a hair trigger, were going to have to work on that.” Twilight mentioned.

Spike grunted. “Like that’s possible, you only seem to get better every time you fuck me. I swear you nearly made me cum in ten seconds flat the last time.”

“Oh hush, your just a slut who likes getting his ass stuffed full of changeling cock.” Twilight shot back.

“Shut up and fuck me.” Fluttershy commanded.

“Yes ma’am.” Both hybrids replied instantly.

And so they did, with Twilight continuing to gyrate her hips as her ovipositor twisted this way and that while Spike continued to push on, gripping Twilight’s flanks and throwing himself forward. With their combined efforts it didn't take long for all three sex organs to be buried inside the breeder’s pussy, with only Spike’s knots still outside her.

“Oh fuck the hell yes.” Fluttershy muttered, her long tongue falling from her mouth.

Spike grinned, rocking his hips back and forth as he felt the breeder’s pussy stretch and contort around his and his mother’s sex organs. Just as he was about to pull out he felt Fluttershy’s back legs wrap around his butt, stopping him from pulling out more than a few inches. Getting the picture, Spike continued to thrust hard and deep, never pulling out far before plunging himself back inside with all the force he could muster.

Meanwhile Twilight was once again thankful for her more flexible anatomy, the queen having no trouble thrusting into Fluttershy despite the odd angle she found herself in. The breeder’s forehooves were now wrapped tight around the larger changeling’s shoulders, keeping her close, and stopping her from pulling out very far just like she had done with Spike. Not like Twilight needed to be told that, as she could easily feel the burning need resonating from the mare’s mind.

Wasting no time, the two endowed changelings quickly fell into a rhythm, their deep connection both mental and emotional allowing them to adapt easily. In no time at all they managed to work into an alternating routine with one pulling out just as the other was pushing in, adding an extra layer of pleasurable friction that made all three changeling’s shudder in ecstasy. The hive mind was abuzz with their pleasure, with Fluttershy’s absolute contentment being the most palpable of the emotions buzzing through their heads.

If there was any doubt that the breeder was happy with her new lot in life it was certainly gone now.

Not holding anything back, all three changelings threw themselves into the act, with Fluttershy rocking her own hips back and forth in time with her two partners, her large breasts being squeezed so tight that they began to leak a thin trail of changeling milk. None of the beings seemed to mind as the liquid began to coat Twilight’s stomach and pool in the bed, the lovers too far gone to even care at this point.

No one needed to even speak at this point, their subconscious connection being enough to have their wishes and desires met, that same link they shared deepening and strengthening with each passing second. Until only the sound of their breathy moans and their pistoning sex organs filled the room, with even thought being rendered unnecessary. Pheromones that were once little more than a dull tickle at the back of their mind now dominated their perception, urging them onward despite just how unnecessary the added encouragement was at this point.

As another one of Fluttershy’s now numerous orgasms faded into the background, Twilight could feel her own urge coming on strong. A quick check to the link told her that Spike was nearly there as well, sparking an idea in the changeling queen.

A quick mental conversation later and the two endowed changelings began to put their plan into motion, with Spike gripping Fluttershy’s flanks while Twilight leaned forward and nuzzled the breeder’s neck. Surprised by the sudden shift in attention, Fluttershy was left a moaning mess of a changeling unable to even control herself due to the shear weight of the pleasure bearing down against her mind.

They didn't stop there though, as Twilight had already looked within the breeder’s mind and found that she enjoyed a little rough treatment. An idea that was proven true when the queen dragged her sharp fangs along the breeder’s neck and eliciting an immediate high pitched moan of ecstasy from the nurse breeder hybrid. Following his mother’s lead, Spike squeezed a little harder, his thrusts growing more powerful as he burned a little love, empowering his muscles and causing the very edges of his knots to slip inside with each thrust.

The orgasm that had been a distant feeling in the breeder’s mind suddenly rocketed to the forefront of her thoughts, her long tongue falling completely out of her mouth as her eyes rolled into the back of her head. “Oh fuck, oh fuck.” She muttered over and over, the last dregs of her attention being given entirely over to the task of merely holding onto her partners as they pounded her pussy with the fervor of freshly released prisoners.

With all their focus and energy going into making Fluttershy feel as much pleasure as possible, neither endowed changeling’s even tried to resist the siren song of their own orgasm. Instead they pushed on, pounding away and continuing to pour themselves into the act, knowing full well that by doing so they would all be cumming together.

A minute passed in an eyeblink, and Twilight didn't even have to check the link to know that both Spike and Fluttershy were close, their bodies telling her all she needed to know. “Cum for me.” She whispered in the breeder’s ear. “I want to feel your pussy clench down on our cocks as we fill you with seed.”

“Oh yes my queen, anything for you.” Fluttershy whispered desperately, her hooves scrabbling to keep a hold on her lover’s bodies. “Please please please just fill me up, I need it so fucking badly.”

Spike grunted. “Beg for it, beg for our cum, and maybe our queen will give it to you.”

“Oh yes!” Fluttershy cried, her voice growing in volume. “Please give this unworthy breeder your seed, I need to fill my womb be filled by your glorious cum. I want to feel my belly grow as your foals fill me to the absolute brim.” The former pegasus writhed in pleasure, barely able to contain herself. “Please, fill me!”

Twilight’s face grew tight and she threw her head back, ramming herself into the mare’s pussy with all the force she could muster. “Your wish is granted!” She cried.

On cue, Spike thrusted forward as well, all three sex organs plunging into the breeder’s cunt with enough strength behind them to make even the dragon hybrid’s knots to slip inside, filling the poor changeling beyond what she had thought possible. Fluttershy came instantly, with both partners cumming a mere moment later, their sex organs pulsing as thick ropes of changeling spunk filled her utterly in mere seconds.

All three changelings tensed up as their orgasms tore through their bodies, with Fluttershy rendered little more than a hole, her mind barely able to contain the shear pleasure that came with having her womb stuffed so full. And stuffed it was, with both changelings shooting every last drop of seed they had to offer into the greedy breeder’s body. In no time at all Fluttershy’s stomach began to bulge as it fought to contain the shear amount of seed that filled it.

Hard chitin bent and stretched as her womb expanded to contain her lover’s loads.

Time passed quickly, their orgasms pulsing in unison as they came into Fluttershy, who in turn somehow managed to take nearly every drop they had to give. Yet even with her greed the breeder’s inexperience came through and she found that despite her desire to take it all, she couldn't keep it all inside and a thick jet of seed slipped past her womb, filling her pussy.

As their orgasms began to dull Twilight could feel that not only was Fluttershy’s womb full to the bursting, but her body could no longer contain the potent seed, and it began to flow like a river from the changeling’s stretched hole. The queen sighed contently, pressing her lips against Fluttershy’s and stemming the slight shame that she could feel building in the breeder’s mind.

“Don't worry, you will learn to take it all soon enough. Until then don't worry about it. You have fulfilled your purpose admiralty.” Twilight complemented, running a hoof down the mare’s face.

“R-really?” FLuttershy asked, looking up at her queen with wide eyes.

“Absolutely!” Spike offered. “You even took my knots on the first try! Your amazing Fluttershy.”

Twilight nodded. “Absolutely amazing.”

The breeder beamed under the praise, a tear coming to her eye. “Thank you.”

“It is my pleasure, Fluttershy.” Twilight whispered back, gently using her hoof to wipe away the tear. “It is our pleasure.”

Author's Notes:

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This update was made possible by the wonderful support of:
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