As Thunderlane trotted through the door and into the foreboding, dimly lit home, he paused. It had been a bit strange that Big Mac, one of his few stallion friends in Ponyville, had invited him out to such a remote location. He wasn’t sure what was going on, but he could swear he heard something like moaning coming from inside. As he opened the front door and let himself in, woefully unprepared for what he was about to find, he froze in place, his jaw hanging open, and gazed at the most lecherous sight he’d ever seen.

The golden mane, crimson hide, and emerald eyes told him he was looking at Big Mac, but that didn’t make any sense. For starters, the stallion was wearing a skirt and what looked like makeup - secondly and more alarmingly, his friend was utterly beset by a trio of changelings. Fear and concern surged through him, moments before he leapt into action, but then he noticed it - the blissful, cum-drunk expression on his companion’s face.

Big Mac hadn’t been attacked or ambushed - far from it, he was giving himself to the small group of drones. With one cock pounding his ass, and a second plunging in and out of his muzzle, the ordinarily tacit pony serviced the amorous parasites like a common whore. His massive cock flopped and bounced against his underbelly, smearing his fur with pre-cum, as he groaned and gagged around the cock in his gullet.

“Incredible, isn’t it?” a hushed voice asked, shaking Thunder from his trance.

Looking to his right, he started. Somehow, one of the nefarious shapeshifters had crept up beside him, but that was only the start of his problems. The sound of buzzing wings and hooves against the floorboards told him he’d been surrounded, his distraction giving the changelings all the time they needed to keep him from escaping. His eyes never leaving the closest drone’s face, momentarily considering if he should fight or flee, he watched as a fang-filled grin crept across the parasite’s snout.

“I assure you, she wanted this,” the changeling smugly stated, his compound gaze sweeping over to the carmine titan.

His muscles tensing, yet his curiosity got the better of him, Thunder held his ground. “She?”

“Indeed,” the drone attested, turning to face the Wonderbolt. “She was a bit hard to convince at first, but she’s come to fully embrace her role,” he continued, coolly inspecting his towering, well-built guest. “I don’t presume we’ll have nearly as much trouble with you…”

The pegasus swallowed hard, barely registering what the shapeshifter had said. He should have panicked, should have turned tail and fled to warn the Princesses about the little nest he’d stumbled across, yet he hesitated. As he peered at the obscenity before him, watching his friend being fucked from both ends, his concern gave way to something equally terrifying - jealousy.

Though he’d always done his best to suppress it, to keep it hidden from anypony, he had desires - desires which lay contrary to the expectations heaped upon him. His family, his team, his neighbors - everypony expected him to find a marefriend and start a family, often lightheartedly teasing him about when he was going to find his special somepony, yet his longings were a far departure from the norm. His mouth began to water, blood surged into his hardening length, and his heart raced, while he imagined how incredible it would be to switch places with Big Mac.

“How positively adorable,” the drone tittered, sundering the pony’s imaginings. “You’ve been here for mere minutes and you’re already enthralled. I bet you’d love to bend over, grab your fetlocks, and present yourself for me, even though you don’t know my name.”

Dragging his attention off of Big Mac, Thunder looked to the side and froze. The changeling slowly turned and displayed what had to be one of the biggest stallionhood he’d ever seen; the parasite’s cock was so large that it could be mistaken for a fifth let! Shaking his head and clearing his thoughts, he closed his eyes and attempted to gather himself.

“Sorry…S…sorry,” he murmured, massaging his temple with a wing. “Could you explain what’s going on?”

“Of course,” the shapeshifter replied, facing him and giving a curt bow, “though I didn’t know such a thing required explanation. We require sustenance to survive, your friend yearns for our touch - our little arrangement is mutually beneficial,” he noted, extending a foreleg. “The name is Talon, by the way.”

“Thunder,” the pegasus whispered, struggling to wrap his head around everything that was happening. “And you called Mac she?”

Talon sniffed the air and drifted closer to the pony, the corners of his lips turning up. “Does that excite you?”

“N…no!” Thunder blurted, his cheeks darkening.

“Interesting,” the changeling thoughtfully hummed, trotting around the rigid pegasus. “Your body seems to be a bit more honest, what with your winking pucker and how hard you’ve gotten - regardless, that’s a bit unfortunate…”

Thunder quirked his brow, tracking the drone with his eyes. “Unfortunate how?”

For a second time in short order, Talon smirked. “It’s unfortunate because you have such a lovely figure. Mac is a capable lover, but there are so many of us and only one of her,” he lamented, casually ignoring one of his kin pumping a load into the earth pony’s rump. “I thought I detected the scent of lust on you, assuming you may be thrilled to become our new plaything, but I must have been mistaken.”

The words struck Thunder like a sack of bricks, thrilling him in a way he didn’t think possible. Did the changeling really find him attractive? Could the drones actually be excited to bend him over and make a broodmare out of him? Nearly blinded by the roaring fires of his lust, he noticed the insect-like equines moving away from him and clearing the exit.

“My apologies,” Talon grumbled, dipping his head and waving for the door. “You are free to leave, unless…”

A cold knot formed in Thunder’s stomach, contrasting an impulsive throb in his stallionhood, as his mouth went dry. His instincts told him it was a trap, that something was wrong, yet he didn’t move to depart. For his entire life, from the time he’d blossomed into adulthood, he’d grappled with wildly scandalous fantasies, the sort of taboos that would see him judged harshly by his peers, so the potential promise of having his depraved dreams brought to fruition made him hesitate.

Shifting in place, he looked over at the drone. “U…unless what?”

“Unless you wish to join us,” Talon hissed, his voice practically dripping with licentious intent.

“I…I…” Thunder faltered, unable to find his voice.

He yearned to take Mac’s place, to be treated and plowed like a wanton whore, yet he didn’t know if he had the strength to say it. Torn between his desires and his better judgment, he cast his eyes to the floor. It wasn’t just that he couldn’t trust the group of unreformed changelings - it was that, should word get out that he wished to embrace his marish side, his friends, family, and everyone he knew would look at him differently. Gripped by indecision, he flinched when a hoof affectionately patted his shoulder.

“I understand,” the drone whispered. “For what it’s worth, nopony would ever know what transpires within these walls. If you ever change your mind, you can always come back and pay us a visit later, though I’d suggest you wear something compelling.”

Thunder nodded, as an idea began to coalesce. He’d told his brother he was going out for a few hours, he had practice in the morning, and he’d had no way of knowing he’d stumble upon a group of amorous, exquisitely well-hung changelings - as such, the circumstances were far from ideal. Trotting out the door, he looked over his shoulder and gave an uneasy smile.

“I’ll b…be back in a few days,” he anxiously stated, extending his wings and setting off to the sky.

Talon waved, grinning wolfishly all the while, and watched the pegasus depart. “We’ll be waiting…”

Soaring back to his home and rushing up to his room, taking care to lock the front door behind himself, Thunder became a whirlwind of activity. The first thing he did was to take a shower and thoroughly clean himself inside and out - after that, he furiously fucked himself with his favorite dildo. Never in a million years would he have thought he’d bear witness to something so excruciatingly hot, yet the notion he’d soon be able to take part excited him like nothing ever had before. After blowing a massive load all over himself, he scribbled down a little to-do list, rinsed himself off, then curled up for the night.

The following four days were a blur, addressing each item on his agenda while simultaneously juggling his daily obligations. Though he was able to keep up with his Wonderbolt practice, help his little brother with homework, and tend to various errands, his mounting excitement made it hard for him to concentrate on much of anything - thankfully, he was able to manage. It wasn’t until he’d made a visit to Zecora’s hut, deep within the Everfree forest and away from prying eyes, did his nerves start to get to him.

He’d intentionally put off going to the potion-making zebra, being both nervous and a bit hesitant, but he was ultimately glad he’d made the trip to see her. Not only did she assure him that she kept her clients’ needs confidential, but she offered to give him several embellishments that may give him an edge over Big Mac. While he didn’t have anything against the large, crimson stallion, his competitive side practically demanded he do something more than simply getting gussied up.

It took nearly an hour of time with Zecora to settle on exactly what he wanted, yet he couldn’t have been happier with the final result - even if it set him back a fair number of bits. By the time he got home, he realized he was finally ready to go back and meet with the mysterious group of changelings at the abandoned mansion just outside of town. Taking care to be as stealthy as possible, he snuck into his bedroom, did his final preparations, and set off to make his dreams a reality.

His flight to the foreboding manor took less than a hoofful of minutes, yet he felt like his heart may burst from his chest by the time he arrived. What if they didn’t like the way he looked? What if they’d been teasing him and only intended to make fun of him? What if they’d changed their minds and wanted nothing to do with him? As he touched down on the front porch, crippled with indecision and self-doubt, the front door opened and a familiar face appeared.

“So you did come back,” Talon purred, cocking his head. “What are you wearing?”

Thunder glanced down at himself, aware that his flight suit more than likely wasn’t what the drone was expecting. The only obvious sign that he’d done anything to prepare was the cerulean lipstick and eyeshadow that marked his face, but that was by design. Shifting nervously in place, he mutely kept his hooves crossed and waited.

After a tense moment, the changeling stepped back and to the side, opening the door for his guest. “You had better hope you’re not wasting our time, Slut. I’d hate for the town to learn that you’ve been fraternizing with a group of changelings…”

The subtle threat, though menacing and contrasting what Talon had said earlier about anonymity, did little to deter Thunder’s nerves - in fact, it bolstered him. As he trotted past the threshold and to the awaiting living room, a bit surprised not to find Big Mac waiting, no fewer than five pairs of eyes settled on him. Lounging on the floor, sofa, and one of the two recliners, a quintet of shapeshifters gave him inquisitive looks.

Glancing back, seeing Talon following after him, he closed his eyes and drew a deep breath to calm his nerves. He’d never shown himself off to anypony before, and he’d gone to great lengths to ensure his accouterments were all cleverly hidden, so he’d be lying if he wasn’t a bit apprehensive - nevertheless, with nothing else to lose, it was showtime. Reaching up and clutching the zipper on his collar, he slowly opened his suit to reveal his slate-gray fur.

Taking his time, peeling himself out of his uniform, he was laid bare. He didn’t look any different than usual, aside from the bit of makeup, yet that changed in a flash. As he unfurled his wings and caressed himself, his pinions dancing over his face and backside, his investments were made apparent.

Zebrican alchemy and medicine were astonishing things, rivaling or at times eclipsing the magic that unicorns wielded, though it had taken him a visit to Zecora to fully appreciate it. Studs and rings appeared everywhere he touched, from his ears and nose to his taint, balls, and pronounced, well-lubricated pucker. If he’d known he’d be able to get and hide piercings that healed within the span of a few hours, he would have done so long before - fortunately, telling himself that it was better late than never, he was overjoyed with his newfound accessories.

Alongside the glittering metal rings and studs that dotted his frame, he wore leather leggings and a harness about his chest, each trimmed with brilliant yellow, as well as a choker around his neck. He looked nothing like his usual self, done up more like a streetwalker than a proud Wonderbolt, but that was part of the thrill. Reaching down and reaching into the pocket of his discarded suit, retrieving a small, golden band, he reached back and wrapped his tail.

“Well…?” he asked, his confidence reinforced by the lustful gaze of the group of drones.

Drawing his forked tongue over his lips, his eyes dancing over the pegasus, Talon snickered to himself. “Impressive - very impressive,” he purred, his stallionhood swelling and slipping from its sheath. “You certainly have the look down, but appearances aren’t everything - besides, you could still use a few embellishments. Wait right here…”

Thunder nodded and remained where he stood, trying and failing not to listen to the lustful whispers all around him. He wasn’t sure if the changelings were trying to keep their voices down, but he could hear every sinful word they murmured. Excited giggles and comments about how good she looked set his nerves alight, as did the sight of their growing erections, and he basked in the attention they lavished him in.

“Here we are,” Talon announced, returning with a marker held aloft. “Now then, let’s add a few finishing touches.”

As the drones got to their hooves and slipped from their seats, closing on the pony in their midst, Thunder fidgeted and gnawed his lip. Though he was a fair bit larger than any of them, he knew there’d be no getting away - not like he had any intention to. The sensation of the felt-tip marker gliding over his flank, scrawling an arrow and some unreadable text over his fur, was titillating, yet they’d only just begun.

Minutes ticked by, while the marker was passed between them, until they stepped back to admire their handiwork. Though he couldn’t see himself fully, futilely twisting his head to peek back at his lower half, two of his gracious hosts hastily retrieved a tall, standing mirror from one of the adjacent rooms. As he gazed at his reflection, his eyes widened in shock.

Whore, Slut, Anal Bitch, and more had been scrawled over his body and face, elevating his slatternly status to an entirely new level. Of all the things written on himself, there was one particular line that caught his eye and sent a shiver up his spine - the word Useless, accompanied by an arrow pointing to his equipment. Despite being rather well-hung for a stallion, he’d always thought of his cock as a large decoration, as opposed to any meaningful part of himself.

“If you’re done staring, how about you put that cute little muzzle to work,” Talon cooed, hopping up and seating himself on the recliner.

Looking over and seeing the changeling invitingly spread his legs, Thunder’s mouth began to water. The drone’s dick was huge, even larger than his own endowment, and it was practically begging for a bit of affection. Making a point of swaying his hips from side to side, past the throng of parasites around him, he sauntered forward and boldly drew his tongue up the shapeshifter’s thigh.

Talon growled approvingly, bearing a mocking grin as he peered down at the needy pegasus. “We may need to keep you,” he remarked, reaching out and running his hoof through the pony’s mohawk. “You’d like that, wouldn’t you?”

“Y…yes,” Thunder muttered, stricken by the ambrosial musk radiating from his host’s package.

It wasn’t like he’d spent much time around changelings, especially not the unreformed variety, so he was wholly unprepared for the exotic, heady filling his sinuses. As he buried his nose in the fleshy root of Talon’s tool, bathing his taste buds in the sweat accumulated there, his eyelids fluttered. Celestia forgive him - he’d only just started, yet he nearly felt drunk on arousal.

Unable to wait for any longer, dragging his tongue up the drone’s length, he reached the tip of his host’s towering shaft, closed his eyes, and wrapped his lips around the gargantuan stallionhood. Although he’d only ever had one sexual experience in the past, a fling after a Wonderbolt competition, his years of perverse practice had prepared him for this moment.

He forced his head forward, having taken a deep breath to fill his lungs, and slipped the warm, semi-pliable cock over his tongue and into his throat. Hearing a soft chuckle, he peeked upward and found Talon gazing down at him. The snide look on the changeling’s face, the scent flooding his sinuses, the flavor dancing across his palate, and the lascivious remarks around him were empowering to a fault, spurring him onward. Though he stifled a gag, his gullet spasming against the immense intrusion blocking his airway, he continued onward until his lips pressed against the thick medial ring marking the base of his host’s cock.

“It really is sad,” Talon faintly noted, stroking the pony’s cheek. “Would you like me to fuck your face, Dear? It’s ok, you can be honest.”

As much as Thunder would have liked to reply, it was an impossible task. He couldn’t breathe, let alone speak, as he longingly peered up and into the drone’s glittering eyes. As the shapeshifter’s hoof slipped around and to the back of his head, just as the parasite’s smile broadened, he heard wanton sniffing from behind himself.

Looking past the pegasus’ face, Talon nodded. “Warm her up for me,” he commanded, swinging his gaze back to his guest, “I’ll give her a nice appetizer.” As he made himself comfortable, he started guiding the pony’s head forward and back.

Thunder’s eyes watered, yet he couldn’t care less about his makeup getting ruined. Each backstroke left a streak of blue on the drone’s dark length, before he watched and felt the shaft plunge back into his maw and down his neck. He’d fellated a number of dildos before, yet all the practice in the world couldn’t compare to the real thing.

His senses were besieged, his lungs burned, and he could feel what had to be a tongue gliding over his winking, expectant pucker. He’d prepared himself well, having gone so far as to warm himself up with one of his bigger toys, but there was no way in Tartarus he was going to tell the drones that. As he rolled his hips back, jamming one of the changeling’s muzzles into his ravenous ass, he withdrew just enough to get a sip of air.

“Enjoying yourself, Sweetheart?” Talon affectionately inquired, allowing the pony to take control.

Rearing back and freeing his snout, taking care to stroke the saliva and lipstick smeared cock with a wing, he nodded. “Yes, of course!”

“Good,” the drone replied. “Cute little things like you should be happy to serve.”

Stars above - the dirty talk alone was nearly enough for Thunder to get off to. Giving a curt nod, too enthused to continue the conversation, he shot forward and continued blowing the changeling. It didn’t matter that his jaw ached, his throat hurt, or that he was pretty sure one of the drones behind him had forced a hoof into his well-trained ass - the only thing he cared about was filling the role he’d dreamt about for his entire life.

On and on he went, swabbing his gullet and mopping the godly dick before him, until things came to an abrupt halt. As Talon patted his cheek and waved his companions away, motioning for him to step back, he was hit with a pang of unease. Had he done something wrong? Were they not satisfied with him? Did they prefer Mac over him? Moving in reverse, slipping the large, throbbing shaft from his muzzle, he summoned the courage to meet his host’s eyes.

Talon unseated himself and inched forward, bringing his snout to within an inch of the pegasus’ ear, and drew a breath. “Do you want to feel good?” he quietly asked. The pony nodded without hesitation, his loosened backdoor clenching upon itself expectantly. “Then beg for it.”

Lowering himself and rolling onto his back, Thunder grabbed his fetlocks, spread his hind legs, and gave voice to his deepest, darkest desires. “Please, make me your mare. Breed me, use me, fuck me, ruin me, do anything you want,” he babbled, what little shame he had crumbling under the crushing weight of his repressed urges.

The gang of changelings buzzed excitedly and closed in, their gargantuan stallionhoods ominously hanging beneath them. He fully expected to be ravished, to be despoiled in ways he couldn’t imagine, but what they did was something altogether different. As they shot forward in near unison, sinking their fangs into his flesh, he gasped. The pain, though fleeting, almost instantly gave way to a warmth and pleasure that drowned out the world.

His eyes rolled wildly, pre-cum gushed from his dick, and his thoughts ran rampant, while their venom ran through his veins. He’d heard about the potent toxins changelings could produce, yet he was woefully unprepared to experience them firsthand. Lost to his euphoria, he was set upon by the little swarm.

A drone crept between his upturned hind legs, plunging into his quivering depths, while a second squatted down and thrust into his moaning, drooling muzzle. The sensation of being filled was indescribable, leagues better than anything he’d ever experienced, and it sent him skyrocketing toward release. With a choked howl, bucking his hips and fiercely clenching his newly studded pucker, he coated his belly, chest, and neck with spunk.

“Hah!” a voice cackled. “She didn’t even last a minute!”

“Just means that - Mmmph - she’s meant for this,” a second grunted.

Weathering the rapturous storm, he collected himself, locked his fetlocks over one changeling’s hips, and flexed his hind legs. He couldn’t bring himself to simply lay there and be fucked - that wasn’t what proper mares did. As his forelegs reached out from his sides, blindly feeling for and stroking a pair of cocks, he weakly bobbed his head and choked on the stallionhood in his throat.

He’d only been at it for what felt like a heartbeat, using every part of himself to pleasure the studs surrounding him, yet he immediately understood that this was where he belonged. The assault on his senses was absolute, his prostate throbbed, and he rocked back and forth between the pair railing him, while his mind went blank. Somehow, as unthinkable as it was, he managed to simultaneously service a quartet of the drones.

As soon as one changeling came down his gullet or in his tush, hauling their cum-slickened length from him, another stepped forward to take their place. Though the sizes of their equipment were comparable to one another, the shapeshifter’s techniques varied wildly; some were slow and methodical, degrading him as they fucked, while others humped swiftly and mercilessly. Each was enjoyable in their own right, and he climaxed four times in fairly rapid succession before he was given a breather.

Jizz slathered him from the tip of his nose to his hooves, staining his dark fur and seeping into his leggings, as the parasites slowly backed away. Heaving air into his lungs, weakly coughing to clear his airway, he falteringly lifted his head to peer down at himself. He was an absolute mess, looking every bit as plundered as he felt, and his abdomen was rounded by the profound amount of seed which had been pumped into him - that said, he felt absolutely fantastic.

He had no doubt that he’d be sore in the morning, and likely leaking spunk from one hole or another for days to come, yet he would happily do it all again. As he caressed his utterly distended belly, a weary smile split his muzzle, he looked to the side and at the mirror. His reflection was exactly what he’d been hoping for, displaying his nearly gravid, glazed body in all its indecent splendor - sadly, he could only appreciate the view for a moment.

Moving before him and blocking his view, Talon licked his lips. “Smile for me, whore…”

Before Thunder could react, he was blinded by a brilliant flash, then a second and a third, as the changeling snapped several exceedingly compromising pictures of himself. A portion of him was thrilled to have the moment memorialized, to have a reminder of the sinful exchange, yet his higher self understood what the photos meant. Intended or not, the changelings just got their hooves on something that could ruin not only his career but his entire life.

“Spread that pussy for us,” a drone tittered. “Show off that sloppy hole of yours.”

With trembling hooves, scarcely believing what he was doing, Thunder reached down his body and spread his cheeks. Try as he might, no matter how hard he tried to constrict his battered backdoor, he couldn’t stop jizz from leaking down the cleft of his ass, over his dock, and to the floor beneath him. He wasn’t sure what was worse - the fact that he was doing what they wanted without question, or that he was secretly turned on by the scandalous display.

“Just one more,” Talon hummed, moving to the supine pony’s head. Squatting down, he partially obscured the pegasus’ face with his tool, lifted the camera, and smiled. “Smile for me, Sweetheart.”

Thunder obliged, peeking out from behind the mammoth cock with a broad, cum-drunk smile plastered on his face. Considering he was fucked both literally and figuratively, particularly if any of the photos ever made their way into circulation, he saw no harm in having a bit of fun. As the de facto leader sat his camera down and laid down beside him, his eyes settled on the changeling’s turgid endowment.

Talon reached down and patted his stallionhood, shooting the pegasus a wink. “Got one more for you, Hun. How about you do the work for me?”

With the drone resting right next to him, he looked down to the pillar-like cock resting on the drone’s groin. He immediately knew what was expected of him, realizing that this was some sort of test, so he languidly rolled to his side and got his hooves beneath himself. Filthy and exhausted though he was, he wasn’t about to leave his host, the very shapeshifter who’d made all this possible, go without cumming at least once.

Ponderously side-stepping, he straddled Talon, got into position, and gradually sank to his haunches. The sheer volume of cum sloshing around inside him, paired with the thorough poundings he’d endured, made the intrusion almost laughably easy - still, it felt positively amazing. Only stopping when his ample tush rested against the drone’s hips, he leaned back and began fucking himself on his host.

“Mmmmmmm,” Talon hummed, rubbing the pegasus’ sloshing, distended gut. “I can just barely make out the bulge of my cock…”

Looking down, Thunder slowed ever so slightly. Though it was faint, he could barely make out the imprint of the changeling’s stallionhood appearing and disappearing from within his bloated abdomen. The sight was incredible, fanning the flames of his lust and filling him with energy, and he pounded his ass on his host harder and faster because of it. As he threw himself forward, allowing himself to better control his pistoning hips, he draped his chin over the drone’s shoulder - a move which he quickly regretted.

The moment he pressed himself against Talon, he felt something - a rather large something pressing against his stuffed hole. By the time he could look back, having some idea of what was about to happen, it was too late. The drone behind him thrust forward, filling him with a second, impossibly huge dick, and broke him entirely.

He climaxed in the blink of an eye, whimpering like a filly on prom night, as his conscious mind fractured. It didn’t matter how it was possible, be it from the potion, having been rutted by no fewer than five changelings minutes prior, or some combination of the two, but he was able to not only accommodate the pair of behemoths but enjoy the massive intrusions immensely. As he brayed incoherently, hit with wave after wave of orgasmic bliss, his vision tunneled.

He couldn’t say how long they’d gone at it, rutting him with reckless abandon, but he eventually awoke on the floor, leaking jizz from both ends, and feeling as though he’d been hit by a freight train. All the changelings had departed, having had their fun, save one. Seated on the sofa, disinterestedly reading a magazine, Talon glanced over at him.

“Have fun?” he smugly inquired.

“Y…yeah - Cough - I did…” Thunder rasped, rubbing his neck.

The drone nodded to a doorway behind him, yet didn’t budge otherwise. “There’s a bathroom in the back. Feel free to clean yourself up before you leave,” he flatly stated, shifting his attention back to whatever article he was reading. Just as the pegasus shakily stood, swaying for a moment and threatening to collapse, he lifted a hoof. “Just do me one favor…”

Thunder scrunched his nose, barely able to stand, and exhaustedly peered over at his host. “What?”

Talon bared his fangs, his wicked expression smacking of some hidden intent, as his eyes wandered over to the pony. “When you come back, and you will come back, make sure to bring a friend…”

Next Chapter: Sunburst Estimated time remaining: 3 Hours, 54 Minutes