Soarin sighed, as he trotted into the little locker room. Mopping the sweat from his brow, the pegasus made his way to a bench located beside one wall. His team, Fleetfoot, Spitfire, and himself, had just finished a promotional event in Ponyville. Even though it hadn’t been a particularly intricate or difficult show, the stallion felt drained. It had been his fifth day away from Cloudsdale. For nearly a week they’d been performing a series of public relations exhibitions, leading up to a huge Hearth’s Warming spectacle they had planned in Canterlot.

Seating himself, Soarin began the arduous task of removing his flight suit. The fabric was skin tight, designed for maximum aerodynamic potential and flexibility. Although the uniform functioned flawlessly, it was a pain in the neck to get on and take off. One of the drawbacks was that the material wasn’t especially breathable, often leaving the wearer rather sweaty and heated when they weren’t rocketing through the skies. To make matters worse, it had been a particularly balmy fall afternoon. Needless to say, the pegasus was one hot and sticky stallion.

“Oh wow, it’s really him!” a tiny voice called out, causing the arctic blue stallion to turn.

There, in the doorway, stood a small black coated colt. The youngster, earth pony, had a shock of orange hair on his head and a similarly colored, closely cropped tail. Soarin watched as the short pony trotted up, with an elated expression on his face. While he wasn’t sure how the tyke had gotten in, he wasn’t surprised. Smaller venues, like the one in Ponyville, often didn’t afford any sort of security and were minimally staffed.

“Hey there little guy,” Soarin said, smiling weakly at the runtish intruder. In truth, he really didn’t mind the interruption, but he was tired and had only managed to get one foreleg out of his uniform.

“Gosh, you don’t know how long I’ve waited to meet you!” the colt exclaimed, practically vibrating with excitement. “I was at the show today and, well, I really, really wanted to meet you,” he continued. Spinning in place, and rummaging around in a saddle bag that was slung over his back, the young pony retrieved a photo of the Wonderbolt and a golden, felt tipped marker. “C...could I maybe get an autograph?” he timidly asked, presenting the items to the pegasus.

“Sure buddy, just let me get out of this dang suit,” Soarin warmly replied, tugging on the cuff of his foreleg. Even though he was exhausted, and in dire need of a shower, he couldn’t be upset with a fan.

“Oh! I can help,” the puny pony chirped, depositing the marker and stylized photo on the bench beside his idol. Positioning himself between the Wonderbolt’s thighs, the colt reached up to Soarin’s neck. Gently, he began pulling on the collar of the outfit, steadily peeling it off of the larger stallion.

“I...it’s alright, I can get it,” Soarin stammered. “Say, what’s your name anyways?” he asked, looking down at the black furred earth pony.

“My name’s Copper! I’ve been living in Ponyville for-Oof,” the young equine’s words were abruptly cut short, as his grip of Soarin’s body glove slipped, sending Copper face first into Soarin’s crotch. A girthy bulge cushioned his fall, leaving the colt’s snout pressed firmly against the stallion’s concealed package.

“H...hey, you alright,” the Wonderbolt asked, askance. Fortunately, the impact, while jarring and unintentionally inappropriate, hadn’t hurt. His eye widened slightly though, as he watched Copper begin to lazily drag his face back and forth across his groin. He wasn’t sure how to react to the sudden turn of events. On one hoof, the initial sip seemed fully accidental, but there was no mistaking the leisurely, deliberate actions of the colt. Before he could think of what to say, the tiny pony spoke again.

“You smell really nice,” Copper cooed, softly rubbing his muzzle across the imprint of the pegasus’s meaty equipment. His sinuses were flooded with the thick, pungent musk of the larger pony, even through the fabric. A shiver went down the colt’s spine as he imagined just how intoxicating the aroma would be once the suit was fully removed. It wasn’t hard for him to tell the Wonderbolt was beginning to get excited, as Soarin’s stallionhood steadily become turgid under the uniform.

Now, Soarin wasn’t opposed to having some fun with a fellow stallion. In fact, it had been quite a while since he’d gotten the chance to relieve some stress with another pony, male or female; although, he was reluctant to fool around with a colt, for a number of reasons. Softly, he placed his forehooves on the youngster’s head, pushing Copper away. “Look, I...I can’t do this, alright? Maybe if you were a little older, but...I’m sorry,” the pegasus sighed, hoping his fan wouldn’t be too disappointed at the rejection.

“Oh…” Copper mumbled, dejectedly stepping away. Turning towards the door, he paused. A fanged grin slowly split his face, as he looked back at the pegasus. “Well, it’s a good thing I am older,” he muttered. In a flash of emerald energy, the colt was transformed into his native form. Instead of a diminutive pony, Copper was, in reality, a changeling, and a pre-reformed on, at that. Unlike many of his colorful and friendly kin, he’d opted to maintain the dark and slightly menacing aesthetic of his former matriarch. Just like many of his kind, a soft, onyx carapace covered his frame, replete with a pair of insect-like wings and a tiny curved horn. Interestingly, the drone only had a single eye, having lost the other in an accident while plying his trade of metalworking long ago. Around his neck, sat a bright red handkerchief, the only piece of clothing adorning the bug-horse. “So,” Copper continued, trotting to the door and placing one hoof on it, “you still want me to leave?”

Caught woefully unprepared for finding himself face to face with the salacious changeling, Soarin thought for a moment. It was clear from the drone’s tone, and actions, that Copper wanted to help him alleviate some stress. “Well, I mean, if you want to hang around…” he murmured, slipping his other foreleg from the flight suit. He hadn’t ever bedded a changeling before, and was rather curious about what the experience would be like. Emboldened by the notion, the pegasus looked up to the creature. “After all, you did offer to help me get this dang thing off,” he whispered, eyeing the drone.

With a deft kick, Copper closed the door of the changing room, locking it with his magic as he sauntered back towards the stallion. Tossing his saddle bag to the side, he approached the Wonderbolt. Wordlessly, he snuggled back between Soarin’s thighs, reaching up with both of his forehooves to pull the outfit down the pegasus’s torso. About midway down, he was granted the first peek of the pony’s equipment. The cobalt tip of the stallion’s tool was exposed, glistening in fleshy contrast to the lighter colored fur around it. Leaning forward, Copper gave it a lick, running his serpent-like tongue around the ridged head. He simply couldn’t help himself. Peeling the uniform down to the pony’s hips, and allowing the semi-erect horse cock to flop free, he shamelessly nuzzled the meaty organ. Even though he’d disguised himself as a colt, he had always been rather fond of Soarin, even having purchased a silicone “marital aid” of a similar blue color.

Bracing himself on the bench, Soarin leaned back, enjoying the attention. He had to say, having a long and dexterous tongue toying with his member was quite nice. In awe, he watched as the changeling opened his fanged jaws, slipping the first few inches of his length inside. Sweet Celestia, he hadn’t run into a fan this thirsty in ages! He sighed contentedly, as his partner began to fellate him.

With a mouth full of pony meat, Copper hummed happily to himself. The stallion’s scent, now released from beneath the tightly fitting garment, assailed his nostrils, and it was heavenly. Earthy, musky, and supremely masculine, it only added to his excitement. Feeling the broad end of the pegasus’s shaft bump against his throat, the changeling took a breath. Relaxing his airway, he pressed his head forward, driving the stallionhood deeper into his gullet.

“Oh buck!” Soarin wheezed, as his medial ring slid past his partner’s lips. He’d only ever encountered a scant few who could deep throat him this easily. Whoever this changeling was, he certainly knew how to handle a dick. Leaning forward, he wrapped his forehooves around the drone’s skull, pulling Copper to his crotch. Before he knew it, the warmth of his partner’s snout was pressed against his abdomen, having fully hilted himself in the bug-horse’s maw.

Copper’s eye fluttered upward as the entirety of Soarin’s rod was jammed into his greedy esophagus. Balancing himself on three legs, he began the juggling act of servicing the pony while stroking himself, the neon blue length of changeling prick having slipped from its sheath the moment he tasted the stallion. Skillfully, he bobbed his head, drawing breath on the backstrokes while wrapping his forked tongue around the Wonderbolt’s tool. His throat bulged obscenely, packed full of stallionhood as it pumped nearly into his stomach.

“Y...you mind if I mount you,” Soarin blurted, wincing a bit at the sublime blowjob. Although he wasn’t one to turn down getting sucked off by somepony, he’d always preferred doing the actual deed. Apparently, the changeling heard him. Steadily withdrawing the pre-cum and saliva drenched cock from his gullet, Copper locked eyes with the pegasus. Just before his member was freed, the stallion felt a tiny prick along his length, just behind the head of his shaft. “H...hey! Watch the teeth!” the pony squeaked.

“Ooops, sorry,” Copper cooed, giving the tip of soarin’s prick an affectionate kiss. He was actually thrilled with the prospect of being rutted, always having had a weakness for being taken from behind by a larger, dominant male; so, while he was would have been content with blowing the Wonderbolt, he couldn’t help but give the pony a little assistance with the impending fuck-fest. It was a widely known fact that changelings possessed a venom which held a number of effects, the foremost of which being a potent aphrodisiac effect. Wheeling around, Copper trotted to the bench beside the stallion, resting his torso on the polished wooden surface and raising his rear. “How about you come and get a piece, stud,” he purred, wiggling his flank invitingly.

Hopping from his seat, Soarin struggled to remove the rest of his outfit. It didn’t take long for him to extract himself from the garment, tossing it to the side as he trotted around, behind the changeling. The sight of the drone, his pillowy rear unabashedly presented, practically made the pegasus leap upon Copper. For some reason, he was feeling rather hot, and even a bit lightheaded. He couldn’t tell if it was just the spontaneous absurdity of the situation, or because he hadn’t gotten laid in a while, but Soarin was exceptionally turned on. Wrapping his forelegs around the supple hips of the bug-horse, the pegasus began prodding and poking his partner’s rump with is now raging hard boner. After a few unsuccessful thrusts, he landed home, slamming the tip of his prick against, and through, the changeling’s welcoming pucker.

A throaty gasp escaped Copper, as he was penetrated. Luckily, he’d had the forethought to clean and pre-lube himself, just in case he was lucky enough to get a hard breeding. The two stallions stay locked together a moment, the pegasus enjoying the sensation of his rod being partially entombed in the drone’s ass, while the changeling’s body relaxed around the Wonderbolt’s shaft.

Copper made the first move, grinding his tush back and burying a few more inches of stallionhood within himself. “Don’t make me do all the work,” he giggled, bearing down upon his partner. Although playing with toys was fun, nothing really compared to having the warmth of another body pressed against himself.

Taking the hint, Soarin shuffled forward, experimentally bucking his hips and driving himself deeper into the drone. Like a machine waking, the stallion began thrusting, slowly at first, but gradually increasing in speed and force. The lightheadedness from before was only worsening, leaving the pegasus in a fog of pleasure and lust. Every time he drew back, the changeling’s hungry hole clamped down on him, fighting his departure.

“Yes,” Copper lecherously hissed, squeezing down upon the cock plumbing his depths, “harder.” He was already starting to leak pre-cum himself; pearly drops of the viscous fluid dripping from his swaying, blue length to the polished tile floor below.

The changeling’s goading didn’t fall on deaf ears. Hearing his partner’s words, Soarin drove home in a particularly rough thrust, hilting himself in the drone. “You like it rough?” he drunkenly muttered, hauling his shaft from Copper, only to drive it forward again. His plump, heavy nuts swung with the motion, slapping against the chitinous stallion’s own balls with a soft smack. The incoherent moaning from beneath him was all the confirmation Soarin needed. Grunting himself, the pegasus began deep dicking his partner. With each forward movement, his medial ring slipped past Copper’s stretched pucker, scraping against the bug-stallion’s prostate.

Copper mewled, squirming under the pegasus, as he was rutted. Fighting the urge to simply submit to being dominated, he began pressing his hips back in tune with Soarin’s thrusts, even through the stallion’s momentum rocked him forward slightly. Biting his lip, to stifle his whorish moaning, he continued trying to please his partner.

Steadily, Soarin’s tempo began to shift. Instead of the long, deliberate plunges from before, his movements took on a shorter, speedier pace. His entire body felt funny, almost like it was wrapped in a warm blanket. Unbeknownst to him, the changeling’s venom was in full effect, eliciting a euphoric stupor and rut-lust, the likes of which he’d never experienced. Unable to think clearly, the primal parts of his brain took hold, driving him to breed his partner with reckless abandon.

Being claimed like a wild animal, Copper drooled onto the bench. He knew the stallion probably wouldn’t last long at this rate, having succumbed to his advances and erotic toxin. Having the pony on his back, pounding away at prostate, an orgasm of his own was quickly approaching. “Give me all of it!” the changeling cried, desperately milking and embracing the cock plunging into his colon.

Snorting like a primitive beast, Soarin’s movements started losing any semblance of rhythm. His low hanging and weighty balls retracted, snuggling up to his crotch as they prepared to unload. With one final, catastrophic thrust, the stallion hilted himself fully, driving every inch of is length into the changeling. With a roar to the heavens, the pegasus came. A tide of seed coursed down his length, erupting within his partner like a geyser.

The stallionhood in Copper’s ass violently throbbed, pulsing with each shot of cum that rocketed through it. The sensation, coupled with the divine heat and fullness of the cum gushing within himself, pushed the changeling over the edge. He screamed, throwing his head back as his member gushed his load over the floor.

Soarin wheezed, collapsing on top of his mate, his hips fitfully bucking and twitching as his orgasm began to subside. Left utterly spent from the impromptu sexual escapade, and the airshow beforehand, the pegasus simply heaved breath into himself. He’d have liked nothing more than to take a shower and crawl into bed, but that wasn’t going to happen. Thankfully, his partner took note, lending some assistance to the beleaguered stallion.

Squirming from below Soarin, Copper freed himself. With a resounding ‘Pop’, the pony’s tool sprang free from his rear, slinging a generous portion of seed to the messy tile flooring. Clenching his ass, so as not to waste any of the precious love deposited there, the changeling eased the pegasus onto the bench. He did feel a little bad for, what was effectively, using the stallion, but they’d both enjoyed it, and the venom’s effects would wear off shortly.

“Sweet Celestia, that was awesome,” Soarin slurred, dreamily looking over to the drone with a silly grin. He still didn’t really know anything about this charming changeling, but he certainly wouldn’t mind running into him again.

“Yeah, you were even better than I’d imagined,” Copper responded, rubbing his cum filled belly. It was a rare event that he could get off without touching himself, but Soarin had accomplished the deed with little effort. Not wanting to lose the chance of another encounter, the changeling fished into his saddle bag. Retrieving a piece of scrap paper, he scribbled down an address and his name. “Here,” he said, setting it beside the stallion, next to the photo, “just in case you want to pay me a visit.” Copper knew Soarin would be fine, and he dearly hoped the studly Wonderbolt would stop by his hive some time.

“What about my autograph?” the stallion incoherently called, waving the photograph of himself about.

“Already got one,” Copper chuckled, feeling a bead of spunk creep down his inner thigh. “But if you want to drop that off, and go another round, I’d be more than happy,” he added, winking at the pegasus.

“C...can I bring friends?” the Wonderbolt confusedly inquired, thinking about how Thunderlane may enjoy the exquisite experience.

The notion caused a shudder of pleasure to course through Copper. He’d never been spitroasted by two stallions before, and the idea was making his member regain some modicum of rigidity. “By all means, I’d be more than happy to service the two of you. Anyways, you take care of yourself hot stuff,” he sighed, waving as he made his way towards the door.

Left in a blissful haze, Soarin looked at the note. Even with his mind in a fog, he knew he’d have to make a trip to the changeling’s hive, once he got some free time on his hooves. Shakily standing, he stumbled off to the showers as he tried to figure out how to approach Thunder with the idea of a team building trip...