Lyra walks from town like she’s practiced her steps.

She finds a trail hiding off the beaten path that’s just at the edge of the forest – not the Everfree, but the equally untamed wilds and wilderness of the hordes of trees creeping towards the outskirts of Ponyville’s town limits. It’s a forest so generic and brimming with nondescript plant life that nopony has bothered to name it—it’s simply ‘The Forest’, and it’s where Lyra is going.

She finds her way through the trees, in a narrow way between curved branches that bend ever so slightly, making room for her as she wiggles past the boughs of the giant trees and into the forest proper. The air in front of her opens up almost immediately; it’s like the trees are only thickest at the edge, and once you’ve made your way past, there’s room enough to get your bearings.

Lyra doesn’t need her bearings; she knows where she’s going.

The path narrows as she goes forward. First there are trees, and then there are thick branches among those trees, and then bushes, and stumps, and decaying logs bedecked with moss and fluorescent fungi, until finally the forest overflows with itself and there’s scarcely room to breath. But Lyra can see it, and she moves forward, huddling past a disgusting, slimy stump crawling with wood-bugs, until she pops past with only a tiny touch against her coat, and she’s there.

It’s a clearing. It opens up so wide Lyra’s surprised she can’t see into the top of the world. The sky overhead is uncovered by treetops, and the blueness of the autumn overhead is spotted with tiny white clouds, floating past as though they’re on their way somewhere important but not in any particular hurry. Lyra breaths out when her hooves touch the dewy grass of the open grove, and her sigh goes on, long, and her breath mists in the air, just at the edges.

She looks up, and then around. The clearing is empty.

Her eyes land on a cluster of trees forward and to her right. There’s a shadow between them, and inside them, just like every other tree nearby.

Lyra watches it.

As she breaths, she can feel her heartbeat in her chest. The shadow moves.

“Skell,” she says. It’s a foreign sounding word, though she says it with certainty, as though it’s familiar on her tongue. The word sounds absurd by itself, left to hang in the open air of the clearing, but the syllables stand up on their own despite their ludicrous construction.

The shadow twitches, then disappears.

Lyra scans around. She checks the all-surrounding cloak of tree-trunks and shrubbery, but doesn’t find the shadow anywhere.

She feels, without abrupt intrusion, a prickle on the back of her neck. The air feels slightly warmer, just there.

She turns, and finds the shadow.

She jumps. Forwards, because the shadow is behind her. Her hooves skid on the grass as she lands, and spins on her hind-legs, turning to face the black thing that appeared suddenly behind her.

“Celestia’s sake, Skell, don’t fucking do that.”

The shadow smirks.

Under the sky, it isn’t a shadow anymore. It’s shape has a form now, a corporeal body that isn’t concealed by the bending black curtains of tree branches and failing light. It’s still black, but it’s a solid black, and it shimmers underneath the almost absent sun. It’s body is like a pony’s, but one constructed of melted black plastic and all the wrong molds for parts. There are holes—there are spikes—and there is everywhere a sense of wrongness. Its coat, instead of fur, is crunchy-looking chitin. It’s eyes are wide and compound, and the horn on its head is jagged like a well-shattered piece of glass. Its wings are stolen from dragonflies, and they suit the rest of its insect like composure.

It smiles wider at Lyra, and its forked tongue shows, peeking out between its jagged teeth.

“Skell is sorry, Lyra, but Skell cannot resist such an opportunity when it presents itself.”

Its voice is dead tree branches sliding over each other. When it speaks, it speaks twice, with one voice carrying the middle frequencies, the ones that would be there if it were just a normal pony. The other is higher above, and it buzzes like a nest of wasps, making every syllable vibrate sickeningly, and giving Lyra the sensation all over of ants crawling on her skin. She shudders noticeably, even from the creature’s simple introduction.

“Just walk out properly next time, okay?” She sounds adamant, but she knows there’s no point in insisting. Skell will appear as he pleases, just as he has every time before.

Skell, the changeling, nods.

“Do you have it?” he asks. His eyes wiggle with anxious implication, and he steps closer to Lyra, his insect-hooves raking across the grass and sending flecks of moisture up into the air. Lyra cringes as she watches the him walk, but she nods. She turns her head with her posture steady, and fiddles for a moment with a chain around her neck. Her jaw bobs as she works with her mouth, and a second later is followed by a click as the clasp is undone. The locket she was wearing dangles between her teeth. She holds it for a moment before rearing her head back and then bringing it suddenly forward, flinging the golden chain and bauble toward the changeling.

The changeling catches it without moving. Its hole-dotted forelegs reach out and cup the necklace to its chest.

It takes a moment to examine the item. It finds the centerpiece of the accessory: a golden, sealed heart. It pokes at the heart for a moment until it opens, and it pries the heart apart to see the contents inside.

It’s a picture of two ponies, one with a white coat and ice blue hair, another with a nondescript grey coat and a long, fancy brunette mane. The one with the white coat is ruffling the brunette’s hair, who’s glowering in a look of general disapproval.

The changeling smiles.

“Very good,” he says.

“You know I’m gonna get busted one day, rifling around for trinkets like this,” Lyra says. Her voice, while barbed at the edges with her annoyance, is much softer than the changeling’s. It carries a softly hidden lilt of musical lyre, and dances with her words like a shamrock icing lightly sprinkled on a cake.

The changeling grins at her.

“Skell has made no demands of Lyra but what she has agreed to. If Lyra wishes, Skell can return her locket.”

The changeling holds the trinket out with one hoof, dangling it in the air like a toy in front of an impatient kitten.

Lyra eyes it, but doesn’t move. Her cheeks bloom with a sudden pinkness, and she turns her eyes to the ground.

“No,” she says, her voice softer, as though it’s been tickled with anxious feathers. “You can keep it.”

The changeling smiles wider. It nods to Lyra and brings the locket close. Though Lyra’s eyes are averted, she can picture the scene along with the sounds. The jingle of the chain as the changeling raises the locket. The soft hiss of breathing and steam in the air as it opens its mouth. The slurp as the chain disappears inside the changeling to parts unknown.

Lyra shivers.

She lets the uncomfortable image changeling’s digestion settle in her mind before she raises her head again.

“How many will that get me?” she asks.

The changeling ponders for a moment. He tilts his head back and holds a hoof to his chin. He wiggles his mouth from side to side, as though considering the palette of the priceless keepsake he’s just swallowed.

“Hmm.... Skell thinks... two.”

“Two?!” Lyra’s voice almost shakes. “Are you kidding me? Do you know what I had to do to get that thing? It was an anniversary present, for fuck’s sake!”

The changeling smiles at Lyra. His fangs glimmer in the soft sunlight.

“Skell can still return the item if Lyra wishes,” he says. He holds a hoof to his chest and presses down. He opens his mouth slightly.

“No,” Lyra says, quick enough to cut him off. “Don’t. Two is fine.”

The changeling smiles.

“Very well. Is Lyra ready then?”

Lyra nods.

“Tell me when you’re done,” she says. She turns around to face the breadth of the clearing, looking away from the changeling as he begins to stand up on his hind legs. “You know I hate how it looks,” she says.

“Skeld remembers Lyra is squeamish,” the changeling says. It raises its forelegs to its sides and closes its eyes—

“Wait.”

The changeling opens its eyes and finds Lyra turned around, staring with a soft glimmer in the corners of her pupils.

“You remember, right?”

The changeling nods.

“Melody,” it says simply.

Lyra nods back.

“Okay,” she says, and turns around again.

The changeling stretches its forelegs out as it stands upright.

Once more, though Lyra isn’t watching, she can see the picture in her mind’s eye as the sounds guide her along. The sound like the turning of a million leather strips over a wet sack of meat. The way the grass scrapes and shifts as things move.

She squints her eyes shut extra hard. She doesn’t want to think about it.

“Finished,” a voice says. It sounds nothing like the dual-band bug screech that came from its place a moment ago.

Lyra turns, and the changeling is no longer standing there.

Instead, there is a man.

A human of picturesque proportions. He’s taller than Lyra by a good foot or more, and his posture is perfect. His back is straight, and his arms hang at his sides, muscular and flexible. His chest is wide, but not too wide. He looks like a medieval knight of yore, stripped of his chest plate but still strong enough to rebuff the blow of an errant sword. He’s not hairy, nor completely bare, finding just the right medium to make him look like a lightly shaven picture of virility. His face is clean though, with no beard or moustache to speak of. His hair is short, and slightly spiked, and it pokes out just above his ears a little bit, like his barber missed a spot.

He’s tall, and handsome, and wonderful.

Lyra’s tongue hangs out in spite of herself, but she quickly catches it and pulls it back inside.

“Hello Lyra,” the man says. “Are you happy to see me?”

His voice is deep, but not baritone. It’s low, and firm, and powerful.

Lyra feels her knees shake, and she wills them stable as she struggles to find a proper standing posture.

She knows the changeling was standing there a moment ago, but now she only sees a human, and she loses all token of her stand-offishness.

“Yes,” she says, breathing the word with rapid delivery. Her face is flushed again, but with a darker shade of red – an anxious, crimson embarrassment that appears suddenly in her cheeks. “I’m happy to see you,” she adds, and her blush spikes as she tilts her head down.

“I’m glad,” the man says. He walks forward. His feet barely depress the grass. Lyra watches them as they move, and she shivers again.

“I’m flattered that you waited for me, Lyra,” the man says. Lyra’s face burns from the inside out.

“Well, I... I don’t mind. I’m just happy to... to see you.” Her words abandon her as she speaks, and she wonders why, just minutes ago, she found them so readily.

She can almost see herself in the reflection of light sweat on the man’s chest,  illuminated by the slowly disappearing sun overhead.

“That’s good to hear. You’re such a good girl, being patient for me like that.” The man extends his hand as he speaks. His forearm stretches all the way out, and his hand rests in the air next to Lyra’s head.

His hand.

Lyra watches the four fingers and a thumb as they hover to her left. She scans the hand and finds it creased gently with use, the wrinkles and fingerprints there as products of its original construction, and some from otherwise wear. Lyra watches them flex lightly as the hand waits for her.

She shifts sideways into it without compulsion. She leans to the left, and the hand touches her head, right at the base of her horn, in the middle of her minty-green hair.

The man scrunches his fingers together and rubs back and forth on the top of Lyra’s head. Lyra presses her head against his hand, nuzzling up against the relative softness of his touch, marred only by the light calluses on his palm.

As Lyra rubs, she coos softly, and the sounds she makes are as far away from her earlier snarkiness as possible.

The man moves his index finger behind Lyra’s ear and arches it several times, scratching. Lyra’s tongue escapes her mouth again, and she doesn’t bother to retrieve it.

“Mmmm....” she says, humming a soft, delighted inflection, and still rubbing her head forward, now against nothing as the man contents himself with his behind the ear scratches. He lets Lyra rub against his forearm partially once or twice. After a minute of scratching, he removes his hand from Lyra’s head. She feels the urge to pout, but stifles it with a contented looking smile.

“Well Lyra,” the man says, “now that I’m back, would you like to tell me what you and I should do with each other?”

Lyra’s face goes tomato-red again. Her eyes fall away from the human’s body, much to her own protest, and the ground becomes suddenly fascinating, with its dampened grass and light depressions from hoof and insect leg, and now foot.

“Well...” she says.

This is always the hardest part, but she wouldn’t trade it for anything.

“You don’t have to be coy, Lyra,” the man says. He steps forward again and raises his hand. He runs it along Lyra’s back, feeling along the curve of her spine all the way from the base of her neck to her tailbone. Lyra arches her back into the touch as it goes along, and makes a soft noise, almost squeaking when the hand reaches her tail bone. She wiggles her bum a little as the man’s fingers linger on the softness of her flank right above her rump.

“Nnh,” she says, and shakes her hindquarters again.

The mans hand descends. He cups a handful of Lyra’s butt in his palm, and his fingers press into her skin, and squeeze.

“Mmmm...” Lyra makes another satisfied noise, and she arches herself into the Man’s touch as he squeezes. He keeps his hand there for a moment, touching and squeezing and caressing and holding Lyra’s butt like an amusing toy, with the effect of its wind up string being anxious, semi-delighted sighs from Lyra.

The man keeps his hand on Lyra’s butt as he circles around behind her, where he can take in a full view of her backside.

“Lyra,” he says, and he sounds shocked. Shocked in way that says he’s been shocked like this several times before, and there’s no earnest surprise left in him.

“Mhm?” Lyra says. Her eyes open up suddenly, as though she hadn’t realized they were closed. She turns her head towards the man, her expression glazed over.

“Are you in season, Lyra?” the man asks.

Lyra’s mouth falls open, but she remembers to collect it after a second.

“Am I... what?” she asks. She can’t sound too incredulous or she’ll be considered for denying all palpability.

She can feel herself wink when the questions comes, however.

“You certainly look like it. You know, Lyra, it’s not very appropriate for a pony to get wet and start dripping all of a sudden. It’s very dirty.”

Lyra’s legs shake. She can feel exactly what’s being described behind her; she can feel the wetness of her legs leaking down between her thighs. She is dirty, and if she’s not in season, she may as well be.

“I’m sorry,” she says. She doesn’t know what she’s apologizing for, but it feels right. She feels herself wink again, and she hopes he doesn’t—hope he sees—wants him to see—she’s not sure if she wants him to see.

She can’t believe how wet she is.

Lyra gasps as the hand on her rump moves abruptly, sliding along her leg and then back and around, until it’s at the top of her backside, resting just below her tail. And then it creeps lower, and lower still—

“Ah!” Lyra almost jumps as she feels the fingers between her legs, not quite there, but still there. She can feel the digits on her damp fur, collecting their fair share of moisture. She can feel herself shivering as the strong, powerful fingers moments ago kneading her ass near somewhere much more important.

“Look at you,” the man says. “You’re winking and leaking so bad, you must be in heat.”

Lyra bites her bottom lip and tucks her chin against her chest. Her knees feel so weak she can barely can stand up. And still the hand is there, lingering, just below the part of her so warm she’s sure it must be creating steam in the air.

“Do you need me to get a stallion for you, Lyra? A big, masculine pony who can rut you and fill you up so you can contain yourself around me, and not keep winking and dripping like a dirty pony who needs to be stuffed?”

“Oh, fuck,” Lyra blurts out. The words slip suddenly from her lips, so fast she can’t hold them back, and the absurdity of their delivery hits her even harder. She winks extra hard, so hard she can feel a tingle of self-inflicted pleasure shudder through her body. She tries to tuck her head in even closer to her chest to hide her shame.

“Is that a yes, Lyra? You’d like me to go get a stallion for you?”

“No,” Lyra blurts, finding a way to speak through the jumble of a mess her tongue has quickly become.

“No?” the man repeats. He wiggles his fingers on Lyra’s thighs, just inches away from where she so desperately wants them.

“No,” Lyra says again. She wiggles her butt at the man, but his hand stays steady. “I want... I want you to...” She loses the words halfway through her sentence, too embarrassed and aware of her own body’s brazen display of ‘want’ to compose herself properly.

“You want me, Lyra? And what is it that you want from me?” the man asks. His tone is either sincere innocence or feigned ignorance, and the location of his prodding fingers indicates the latter.

“I w-want you t-to... f-f-fuck me,” Lyra says, managing to spit the words from her tongue as it shivers in anticipation.

She can feel the man’s smile in the air.

“To ‘fuck you’? That’s such a vulgar term, Lyra. Besides which; ponies don’t get fucked do they?”

He moves his hand, and suddenly the tips of his fingers are nestled on either side of Lyra’s slit, pressing lightly into her skin, but not quite close enough. Lyra groans and rocks herself back and forth.

His hand. She wants it there, and she wants it to move.

“No,” Lyra says. She bobs her butt side to side and strains for the fingers on her labia to move inward, upward, to anywhere moist and soft and in need of attention—but they stay put.

“So what is it ponies do, Lyra?” The man’s voice sharpens, and Lyra feels it then, a movement. His fingers, together, pressed right into the wet, slick hole of her pussy. She gasps, and her whole body rocks to the side for a moment as her legs struggle not to give out. But she keeps them stable. She forces her eyes open after a few seconds and tries to recall how to speak through the overwhelming haze of ecstasy caused by two simple digits resting only slightly against her entrance.

“They.... t-they...” she stammers.

“Yes?” the man asks.

“They rut,” Lyra blurts. She grinds herself backwards and lets out a soft moan as the fingers on her slit slide back and forth with her movement, peaking up just high enough to nudge her clit before moving away.

“That’s right,” the man says, and gives a soft rub to Lyra’s hole. His fingers are already slick with moisture, and he slides the tips of his index and middle finger up together until they bump against Lyra’s clit. Lyra gasps wordlessly as he rubs, for one second, two seconds and then withdraws his touch. “They rut,” he finishes, and gives a hard rub against Lyra’s clit. She gasps again, this time with volume, sucking in a dirth of the chilled autumn air from the open space of the clearing.

“So,” he says, and his hand disappears. Lyra readies a wail of disappointment, but she quells it when she feels something else against her slit, fingers replaced by a long, hard, fleshy thing, prodding at her like a stiffened rod. Making her even wetter. She’s suddenly even more soaked, and she can feel the thing poking at her as she coats it in her own natural lubricant.

“Do you want me to rut you then, Lyra? Is that what you would like?”

Lyra’s mouth opens to allow her answer.

“Yes—”

But she stops as she feels a hand, his hand, on the back of her head, fingers around her mane, tugging, pulling her head backwards. She makes a soft, slightly panicked noise as her voice is stolen away, and stares out of the corner of her eye at the smiling human behind her.

“Lyra,” he says, his words oozing with honey-sweet confidence, “you must remember: ponies don’t talk.”

Lyra shivers, and an extra drip of moisture oozes from between her legs onto the stiff object prodding at her folds.

She nods, her eyes wide, and the man releases his grip on the back of her head.

“Now,” the man says, nudging slightly forward with a movement of his hips. Lyra grinds back into him, begging him inside with a furious clenching of her muscles, but finds his tip just out of reach. “Let me ask again; do you want me to rut you, Lyra? Stomp your hoof once for no, and twice for—”

Lyra slams her foreleg against the ground twice in rapid suggestion. She croons her neck sideways and stares at the man, wanting so badly just to open her mouth and scream and plead for him to slide forward. She settles for a desperate sounding snort instead, blowing air out through her nose with the hint of a whinny in the soft touch of her voice that comes along with her animalistic noise.

“Two hoof stomps... ‘double no’ then?”

Lyra swings her head around and shoves herself backwards. She can’t believe how close she is to having him inside, but he pulls away as Lyra forces herself back, and again she’s left wanting for just the tip of his cock, barely prodding at the dripping wet entrance to her hole.

She can’t say please, so she settles for her available vocabulary. She stares at him with imploring eyes and whinnies, making gentle whining noises through her clenched teeth and bobbing her head up and down. Saying ‘please’ with every nod and backwards shake of her hips.

“Hm,” the man says. He places a hand on either side of Lyra’s rump and squeezes down on Lyra’s soft, pliable butt with his fingers.

“I think that means yes,” he says. He slides forward.

Lyra closes her eyes, and the world goes black.

She’s full, suddenly and all-at-once, and it’s a feeling that consumes every inch of her body. She can’t think. Any words she had in the back of her mind are driven out and replaced by the only sound she’s allowed to make; a crude, meaningless moan mixed with the rough exhalation of what a ‘proper pony’ should sound like.

She cums the instant she feels the man bottom out inside her.

“Mmmmmnnnnnnnhhh....” she tries to keep her moan sounding base and inarticulate as she shudders, winking incessantly around the girth spreading her lips wide and filling every inch of her pussy. She tries to stay as quiet as she can to avoid opening her mouth to squeal like a depraved slut, which is what she feels like anyway.

It’s more difficult when she feels herself cumming harder. She feels the sudden spray of moisture, just like a mare in season, squirting a clear, hot liquid onto herself and the ground, splashing all over the forest floor. Steaming in the subtle chill of the autumn air. She cums harder than she can reconcile, and the world blurs behind her eyes, and she loses the only sound she has left, biting down on her tongue to keep her words from coming out, because they’d only be an inarticulate mish-mash of vowels and ‘human-sounding’ syllables she knows she shouldn’t have.

Eventually, her muscles unclench of their own accord, but the shudders of the aftermath still course through her body for a minute before she can open her eyes. She turns her head and sees him there, watching her and smiling.

“Goodness, Lyra, that was a sight. You got yourself all messy. You’re quite the horny little girl, aren’t you?”

Lyra nods fervently and presses herself against him. She grinds her ass into his stomach and sandwiches every single centimeter of his cock deep inside herself, and she snorts loudly with a spray of mist from her nose. The man moves his hips in subtle answer to Lyra’s backwards thrust, and Lyra closes her eyes again, feeling on fire from even the slightest motion back to her own.

“So,” the man says, pulling himself out and leaving Lyra’s ass waggling by itself, just the tip of his cock still inside her. “You did want a proper rutting, didn’t you?”

The man thrusts forward and buries himself in Lyra’s pussy. Lyra’s mouth falls open, but she makes no sound. Her forelegs quiver as she struggles to hold herself upright.

The man doesn’t tease anymore. He pulls out, and then pushes back in. His thrusts gain momentum quickly. He grabs roughly at Lyra’s ass as he fucks her. His body makes a soft slap slap slap as he slams himself into Lyra’s soaking wet cunt over and over.

Lyra can’t manage a response. She shakes her head like she’s saying no to something, but her body responds to every second of attention. She winks incessantly, clenching her muscles around the man’s cock, leaking a constant stream of her arousal onto his shaft. She lets out a soft grunt every now and then and shifts her legs to try to keep herself standing properly. Her tails bobs back and forth of its own accord, flicking occasionally across the man’s face.

The man draws his hand back mid thrust, and returns it as he buries himself again, slamming his palm against Lyra’s rump.

“Ahhh!”

The smack echoes across the clearing, and Lyra’s gasp follows along. She can’t tell if it’s a noise she’s allowed to make, but she doesn’t care anymore. There’s a fire inside her from the burning her body is doing, and she needs to let it out or she’ll explode.

She feels a tap on her back and turns her head to find the man smiling at her, never stopping the constant slam of his hips forward, his cock slipping inside Lyra’s slit every few seconds.

“You can speak if you want, Lyra,” he says.

“Fuck,” Lyra says. It’s the first word she can think of, but she needs to say it, because there’s no other word to describe how she feels right now. Her brain is ablaze with all the different pieces of what she’s doing, and why it feels so amazing. Fucking. Rutting. Dripping. Getting filled up with that perfect specimen of hard, human dick.

“Shit,” she mutters again, barely managing to squeak the syllable past her lips before another slam robs her of her breath. She lets her head hang against her chest as the constant pounding makes her body bounce in response. She starts to swear between every thrust.

“Fuck.” Another slam. “Shit.” An extra hard one, and the man keeps himself inside, grinding his pelvis from side to side and rubbing the walls of Lyra’s pussy with his shaft and cockhead.

“Ffffffuck,” Lyra manages, letting the ‘f’ become a proper word as the man pulls out again.

She’s leaking like a faucet. Already, she’s worried she’s too close.

The man doesn’t say anything, but his hand moves again. He slides his fingers along Lyra’s rump, pressing lightly into the softness of her butt until he’s resting just below the base of her tail. Lyra lifts it for him, giving a swish from side to side, imagining the minty strands tickling his nose. She can only imagine because she can’t look. She’s concentrating with her eyes closed, trying not to lose herself completely, not wanting to lose the day’s scouring for the trinket she brought.

Her eyes open suddenly as she feels something, a thumb, slipping down ever so slightly until the tip of it is poised against her other entrance.

She freezes for a second as she feels the thumb descend, until it’s not there anymore, but there. She feels it at the bottom of her slit, the spot where she’s wettest, and she’s still dripping on the shaft sliding in and out of her pussy.

The thumb rubs against her lips, and she can feel herself clench as the probing digit touches the softness of her folds, and she knows how wet it must be.

The thumb moves again, back to her other hole. It moves from side to side, spreading Lyra’s moisture elsewhere. She clenches up again, and the thumb leaves.

When the man pulls out this time, he removes himself all the way.

Lyra feels empty with the sudden absence. The closeness brimming inside her doesn’t go away, but it panics. She feels suddenly incomplete, and she turns her head back to the man, begging with her eyes, the cursing from her lips faltering at the lack of anything to provoke it.

“Why did you...”

She doesn’t have to finish. She feels it. Not a thumb this time. Something else prodding at her backside, where she’s now slick, and well lubricated with her own juices.

“Uh-uh,” she says. She shakes her head.

The man smiles. He doesn’t look her in the eyes. His hands take hold on either side of Lyra’s rump.

Through no part of her own direction, Lyra’s tail wafts to the side, making room for a proper view of her even tighter hole. She tries to relax.

The man pushes forward, and the head of his cock slips inside. Lyra gasps.

She knows how tight she must be there. She can feel the first inch of his cock, his human cock, inside her ass, and her pussy twitches in response.

She knows this will be bad. She has to say something.

“Don’t,” she manages. She tries to put her heart into it.

The man pushes further forward.

“Fuck...” Lyra grits her teeth and grinds her forehooves into the ground. She makes a hole in the grass and finds damp dirt underneath. She burrows as she feels the man slide inside, resting only once the whole of his shaft is inside Lyra’s achingly tight asshole.

Lyra shuts her eyes and tries to breathe. She sucks in a mouthful of air through her clenched teeth.

The man pulls back and rests for only a second before thrusting forward.

“Fuck!” Lyra shouts the word this time, not muttering it in a haze of breathlessness, but yelling it, as if she’s upset. As if she’s worried about something.

“D-don’t,” she says as the man rests inside her for a moment. She can’t help but let her hips move. She swivels from side to side with the whole of the man’s cock filling up her butt, and she groans, low and throaty, as she feels the hot length of flesh inside her, and the hardness of the man’s pelvic bone against her squishy rump when she presses back. Fuck.

The man pulls himself out again, and Lyra shudders. This time he waits cruelly, leaving only the very tip of himself in Lyra’s hole. She grinds herself backwards and begs for more with the clenching of her ass, but doesn’t receive an answer.

She grits her teeth a millisecond before she feels the tensing of his muscles, and then he’s inside again.

Lyra spits. It’s not a concerted reaction. Her mouth responds to the blur of pleasure overtaking her body, and its reaction is to spit, a mouthful of saliva that sails through the air and joins the dew on the grass underhoof. Lyra feels like she’s already gone through the epicenter of her pleasure and out the other side, but she can also feel herself nearing the feeling again, hovering in orbit around the cataclysmic core of her approaching orgasm.

Then she feels his hand. Snaking around her stomach. Between her legs. Reaching towards her—

“Ohhhh, no no no no no no no...” Lyra babbles. HIs fingers, there, clit, on her clit, and his cock is still inside her ass and he’s going to—

He pulls back and thrusts inside again in one quick motion, without pausing, and starts a pattern, giving only a few seconds before each pump sends his cock back inside Lyra’s hole.

“Fuck, don’t, don’t, s-stop stop stop please don’t oh fuck...” Lyra’s coherence leaves her body as the overwhelming sensation of a hand there and cock inside her there and the overall feeling of being fucked, being rutted, and slammed into over and over again and he needs to stop or it’s going to be over so soon—

“Stop,” she says, squeaking the word out through the biting of her lower lip. She turns her head to the man and barely manages to look at him through her eyes that want to fall shut every second. “S-stop,” she says, mid thrust as his fingers dance on her button. “Please.”

His fingers stop, and so do his hips. Lyra remembers to breathe, and the air tastes like pine-needles and sweat.

The man doesn’t say anything. He just looks at her, and she can feel it in his eyes. Searching for something. Searching for her to speak.

She can feel the tingle of the letter ‘m’ burning on her lips. She can feel the sounds on her tongue, waiting to be let go.

She can feel his fingers still resting on her hood, just at the edge of her clit. She can feel the heat and stiffness of his cock inside herself.

She shakes her head, and turns forward again.

Without a second’s pause, the mans hand begins to work again, rubbing two fingers in a circular motion over Lyra’s swollen nub. His body rocks forward again, and Lyra grunts as she feels his still lubricated cock slam into her ass.

She couldn’t say it. Not when she feels this good.

“Oh, f-fuck, Celestia, I’m, g-gonna, fuck, fuck, fuck...” Lyra’s voice picks up where it left off, and she can’t help but tell him. She needs to tell him, needs to let him know how good it feels, how good his human dick and his human hands and his human fingers and his upright, naked human body making her feel so good and she can’t think anymore because she’s cumming she’s cumming oh fuck so hard—

“—c-c-c...c-cum...” Lyra manages, already mid-climax. It’s redundant because she knows he can feel it—because she can feel it too, the way her ass squeezes along the shaft of his cock, and her pussy twitches and she knows she’s about to—

Lyra squirts again with a sound like a hose being unkinked for a few seconds, spraying a gush of hot liquid onto the man’s hand and the ground underneath. It’s all a part of how good she feels, and her whole body shakes as her orgasm runs through her, and her legs twitch, and she can barely stand. Her knees feel like they’re going to give out. She forces herself to stand upright only through force of will, when all she wants is to let go and to melt and let the constant aching scream of her pleasure turn her into nothing, so she can fade into oblivion and have only the thought of being so full and so wet and feeling so fucking good for the rest of her life.

Lyra exhales loudly. She sucks the air back in with just as much gusto, gasping for it like she’s forgotten to breath for hours. She opens her eyes and keeps herself upright, propped up on her rapidly faltering limbs, hanging her head low and panting. She can smell herself in the air, the evidence of her depravity, wafting out from underneath her body and into her nostrils. The scent of her girlcum. A shiver runs along her spine as the aroma hits her nose.

She shakes her head, trying to clear the after-effects of her climax. If she let herself, she could stay like that all day, and probably cum again without even moving, as long as he was there.

As she raises her head, she feels a breath on the back of her neck. She turns to look at him, her lips tingling as they purse, hoping his will do the same.

Instead of soft pink skin and spiked brown hair, she finds a forked tongue and night-black carapace, complete with a set of two compound eyes staring at her.

Lyra throws herself forward. The man’s cock is wedged firmly enough in her butt that it might stay of its own accord, but the violence of her sudden movement pries it free with a dirty sounding schlup. His hand comes away easier, and Lyra ignores the feeling of emptiness as she makes room for herself in the clearing and spins around to face the fang-toothed smile that almost gave her a heart-attack.

The man’s head has changed. It’s a dragonfly-texture with a jagged horn atop his broad shoulders, and it’s expression is one of pained mirth.

“Skell, you piece of shit!”

The man laughs. To match the shape of his head, his voice is a million bugs buzzing together at Lyra’s reaction. The man raises a hand and lets it rest against his changeling forehead. He laughs, and the hiss of beetles and amused sounding bees scurries through the air into the density of the forest.

Lyra’s face is flushed, and her eyebrows are scrunched together. Her face is contorted furiously, and when she breathes, the puffs of air that emerge from her nostrils curl away into the air like smoke.

“I am gonna crush you like a dead moth for that little joke,” she says. Her voice is sharp again, devoid of the reverence it held in place for the gentle visage of the man who was moments ago inside her.

Skell laughs. He laughs so loud it looks like he might collapse from exhaustion. He holds one of his human arms over his stomach, and his laughter dies down into a chuckle. He wipes a tear away from one of his giant bug eyes and tilts his head back. As his composure returns, he looks toward Lyra with a smirk.

“Skell is sorry. Skell could not resist such a good opportunity.” His voice still sparkles with amusement as best it can through the insectoid annunciation of its syllables.

Lyra glares at him.

“I don’t pay you with hard to fucking find keepsakes so you can scare the shit out of me with your ugly bug face,” Lyra spits. Flecks of her saliva twinkle in the air before disappearing onto the ground.

Skell nods and lets out a sigh. When he breathes, it sounds like locusts settling on a bed of reeds in the wind.

He stands up properly and places his hands on his hips.

Lyra sees the first hint of change along his neck, and she scrunches up her face and turns away. She waits until the telltale sound like a sack of wet potatoes on cobblestone cues her to around again.

“I’m sorry Lyra. That was very inappropriate of me.”

The voice is soft again. Calming. Firm.

Human.

Lyra looks up at the man, who is now wholly a man again. She feels the anger still burning on the back of her tongue, but when she moves to let it out, it tickles the roof of her mouth, and she clamps her lips shut. She glowers silently for a moment.

“Yes,” she says, “it was.”

The man nods.

“I’m truly apologetic. I shouldn’t have done such an awful thing.”

Lyra feels the last remains of her fury melt away. In the face of that body, those hands, that posture and stature and muscular composition and soothing, human tone, she can’t force herself to be mad.

She was furious a moment ago, and the reconciliation of that anger makes her realize suddenly how powerless she is.

But she doesn’t care.

“It’s... it’s okay,” she says. Her cheeks tingle as they’re consumed by blush. Blush she hates and wants to wish away, but blush she knows is always there when she’s around him, looking at him like that.

He’s still hard.

Lyra licks her lips involuntarily.

“Is there anything I can do to make it up to you?” the man says. He steps forward, and Lyra watches his legs as they move, focusing on the way his knees bend and his toes curl ever so slightly as the meet the ground.

“Well...” Lyra says. She can’t find the rest of her words. She tries not to stare at the still stiff member waggling in her direction, but it’s hard to look away as the man stands next to her. His erection bobbles right next to her face. She feels herself twitch again.

“I know,” the man says. He places a hand on Lyra’s head, and she swoons into it, rubbing the base of her horn against the man’s fingers. “Why don’t I let you be a good pony and clean up after yourself?” The man rubs at Lyra’s horn for a few seconds, and Lyra coos and closes her eyes. “Would that make you feel better?” he asks.

Lyra’s eyes snap open as the man’s fingers pull away. She looks up at him, and he smiles.

Lyra’s cheeks feel hot.

“Yes,” she says. Her voice is timid again, robbed of the stand-offish self-assured anger it held moments ago.

The man doesn’t speak further—he doesn’t need to. He places his right hand on the back of Lyra’s neck and holds it in place, squeezing gently with his fingers as he guides Lyra’s face to the side, in the direction of her cleanup.

Lyra closes her eyes and opens her mouth. She doesn’t need to see. Touch and taste will be enough.

The moment the scent hits, the soaking wetness between Lyra’s legs cries out to her, but she ignores it in favour of the thing waiting just inches away from her lips. She can smell herself, the scent of her girlcum and both her holes, and the subtle tinge of tall-standing trees in the background, mingling together and wafting across her palette in an interplay of powerful aromas. She doesn’t take time to savour them. She simply opens her mouth and lets the scent guide the taste, which guides her movement.

She slides her lips over the head of the man’s cock and moans the second she feels the tender flesh on her tongue. It’s an impossible amalgamation of textures, hard and soft at the same time, yielding to the pressure of her lips but standing firm as she moves her head forward, taking in more, until she’s halfway down the shaft. She moans onto the length of turgid flesh swelling on her tongue, and feels a tiny twitch as the girth filling her mouth jumps ever so slightly.

She lets herself enjoy the taste for a moment. She knows how filthy she’s being, cleaning her juices and the taste of the rest of her body off the man’s cock, but the thought doesn’t repel her. It only spurs her enthusiasm, and she laps at the underside of the man’s shaft with her tongue for a few seconds before she draws her head back. She nestles the head between her lips and sucks at it gently, making tiny slurping sounds.

Her eyes are wide and bright as she sucks. She looks up over the man’s cock and stares at him, trying to appear as demure and innocent as possible while she’s slurping the taste of her own ass and pussy off the man’s dick.

He smiles at her but says nothing.

Lyra goes down again. This time she manages to almost reach the base, even though she feels the tip of the man’s cock tickling the back of her throat. She tries to wish away her gag reflex, but it remains, so she contents herself with humming and cooing on most of the man’s shaft before sliding her lips back up and over his head, then down again, pressing her tongue against the underside of his head each time she passes by.

The man still says nothing.

This is the one part Lyra wishes was different. She can ignore everything most of the time, when she’s occupied with other sensations—the sound of her own moaning in her ears, or the flaming sparks that dance across every inch of her skin when she’s rocking through the tidal wave of pleasure that accompanies being pounded from behind—but when she wants to focus on him, to worship him, or simply adore him, revelling in every part of the forbidden body she knows will never be hers—that’s when everything feels lacking.

He’s always quiet, and Lyra hates it.

She wants him to do something. To moan, to thrust of his own accord, rather than for Lyra’s pleasure. She wants to hear a noise from his lips, his human lips, in his human voice, saying how much he enjoys a pony’s mouth on his dick.

He’s always quiet when left to his own devices. But sometimes, he speaks.

“Look at you,” he says. Lyra’s eyes widen as she sucks, bobbing her head back and forth on the man’s cock. She lets a liberal amount of spit coat the shaft as she slurps along its length, making the whole thing look shiny under the meager sunlight overhead. The man smiles at her.

“You’re being such a dirty pony, cleaning your own mess off with your mouth.”

Sometimes, when he speaks, it’s alright. It’s not about him. Sometimes that’s almost better.

“Mmhm,” Lyra moans with not quite the full size of the man’s cock inches away from being lodged in her throat. She kisses the base of his shaft for a moment before sliding back up, and takes her mouth all the way off, making a soft ‘aah’ sound as her mouth fills with air instead of dick.

“Do you enjoy being so filthy, Lyra? Do you being a naughty pony?”

“Yes,” Lyra says, breathless. She can’t resist with those words, and she dives back down, gobbling up the tall-standing length of dick in front of her again. She moans into the hardness of the flesh on her lips as she reaches towards the bottom, and groans even louder when she feels the head at her throat again.

She sucks without thinking for a little while. Just bobbing her head up and down, slurping and tracing her tongue along the veiny length of flesh that’s a perfect fit for her mouth.

But she knows she could go on forever like this and get no result.

He won’t cum for her.

Lyra doesn’t let the thought bring her down. She slides a hoof down her own stomach as she sucks, and shivers when it reaches the still dripping slit between her legs. She rubs and paws at her pussy, slathering her hoof in the ever-present moisture of her arousal, sliding her own touch up and down her hole and around her clit.

Fuck.

She tries to concentrate on the material of the moment, rather than the abstract. She doesn’t care who the man is, or what he is, other than human—for now. She focuses on the hardness of his cock as she almost gags on it. She raises her other foreleg and touches underneath, and feels his balls hanging there, tight against his body. She prods them and moans onto the man’s cock again as her hoof works frantically at her clit.

She already feels close again.

On the trip back, she pulls her mouth all the way off again, this time with a pop as the man’s cock bounces upward absurdly. Lyra stares up at him, and the man looks back at her with his brow furrowed and a curious glimmer in his eyes.

“Can you... can you do that thing?” Lyra asks. Her breathing is ragged, torn between the rapid rubbing of her pussy and the partial lack of air from having her lips around the man’s shaft for so long.

“Are you sure?” the man asks. His tone is so apprehensive and reassuring Lyra can imagine herself sighing and falling onto his chest and melting away into a set of warm blankets forever.

She tries not to think about that.

“Yes,” she says. “Just wait for me to say when.”

“You always say afterwards how it makes you feel—”

“Please. Just do it when I say.”

The man stares for a second. Then he nods.

“Of course, Lyra.”

Lyra feels what might have started as a swoon, but quickly becomes an electric jolt of her arousal. Her hoof hits a particularly good spot on her clit.

“Oh...”

She throws her face forward again. Cock. His cock. She starts sucking again.

She rubs herself. She’s sucking on his cock. She’s slavering all over his human fuck-stick, coating it in her spit and still tasting the tinge of her own girlcum and the texture of her ass from when he was fucking her from behind. She’s masturbating like a horny mare in need of a hundred stallions to rut her and fill her up with their cum, and she’s choking on his dick while she does it, waiting for him to tense and let go and fill her mouth up with sticky goo, and when he does she can taste it and swallow and moan with a gallon of creamy liquid on her tongue.

Fuck.

Lyra can’t speak with her mouth around his cock, but she looks up at the man with her big, bright eyes, and nods.

“Nwmh,” she manages through her mouthful of dick.

The man nods.

Lyra closes her eyes and rubs.

The first spurt hits the back of her throat, and she cums.

“Mmmm, mmm, mmm...” She moans in short bursts, frigging herself spastically, her whole body jerking as she cums. The speed of the burst that flies down her throat is too much. She pulls her head back and coughs as the texture worms its way down her esophagus, slippery and slimy and the perfect accompaniment to the gushing of her pussy all over her own hoof.

The second shot hits her mouth perfectly, landing right on her tongue.

The taste creeps into her senses as the strength of her orgasm begins to diminish.

It tastes like awful, slippery, over-sour limes.

She pulls her lips away from the man’s cockhead and the third shot hits her in the face. That’s when she notices the smell, coming down from the throes of her orgasm but still rubbing, rubbing and never wanting to stop, because she needs to ride it out, needs to make it worth the taste and the smell and letting herself be covered in his goo.

The fourth one is all there is left. It dribbles onto Lyra’s chin.

She can already feel her stomach turning, but she laps it up with her tongue. She tries to appreciate the flavour before she swallows, but she can taste dirt and eggs and insect carcasses amidst the sourness, and she swallows, and it makes her stomach turn. She coughs, and the last tinge of her climax leaves her body. She lets gravity overtake her, and she falls sideways, still coughing.

She lies there for a while, her sinuses awash in the scent of the slime still on her face. She tries to wipe it away and it sticks to her hoof, so she runs that through the grass. Most of it comes off, but not all of it.

She can hear the sound like slapping pieces of meat. She gasps for a few more breaths and then sits up.

The man is gone. In his place, a changeling is reasserting itself. The lines on its carapace swell as its body pulses for a moment. Lyra averts her eyes, not wanting to see wherever it might be that the goo on her face and tongue came from. The green of her coat matches the colour of the slime still lingering on her hoof.

“Did Lyra enjoy herself?” the changeling asks. Hissing cockroaches and dead tree branches.

“Yes,” Lyra says. She can’t lie. The reverence is gone from her voice as she looks at the changeling, but she doesn’t hate him right now. She’s too exhausted to feel anything, and the slippery texture of the goo in her coat is starting to sink in.

“Skell will leave Lyra alone for now. When should Skell expect his next payment?”

Lyra ponders for a moment. Her eyes shift to the side as she thinks.

She thinks about hands and fingers and cock filling her up.

“Two days,” she blurts, her tongue moving faster than her mouth can keep up with. “I’ll have you something in two days.”

The changeling nods. His fangs show as he smiles, and he flits his forked tongue in the air for a second or two before returning it to his mouth.

“Very well. Skell will see Lyra in two days.”

The changeling unfurls his wings, and they spread out on his back, paper-thin and shimmering in the cold air. The changeling tucks himself inwards, bending at the knees as he prepares to launch.

“Lyra should remember to bring extra payment. She owes Skell for one already.”

Lyra’s mouth falls open. He was going to count...

Before she can protest, the changeling launches itself from the ground. With a shuffling of its wings against each other, and a clicking of its jaw, the changeling flies and disappears into the air after cresting the first crop of trees.

Which leaves Lyra alone in the clearing. Sore. Tired. Wet.

Sweaty. Dirty. Filthy. Disgusting. Desperate.

And already thinking about what she might find to bring back to the clearing in two days time.