Wind howled through the Cloudsdale streets, bringing a harsh chill to the night air. Spitfire rustled her wings under the sudden sensation and gave one last glance over her flank. She narrowed her eyes down the row of buildings, scanning for the movement that she knew she just saw, but the longer she stared the more still the night air became. She shook her head and returned to her walk back home, doing her best to shake the sinking feeling in her stomach.

She let out a soft sigh as her muscles poked at her with soreness. Spitfire needed a rest, and a long one. Flying around an endless series of hopeless recruits was more than she wanted to deal with today and the thought of collapsing into her pillow is all she could think about anymore.

Until she spotted him again.

Out of the corner of her eye she could've sworn she saw that grey coat again. Spitfire snapped her head back to face her stalker, but once she was squared up nothing but the empty street greeted her. Anger built up inside her as she glared over every dark corner between the houses, expecting to find some errant fan or would-be mugger eyeing her up, but there wasn't a pony in sight.

"I know someone's out there," she shouted into the darkness. "If I catch you, you'll wish you turned back now."

Spitfire lowered herself into a fighting stance, keeping her eyes peeled on every little bit of darkness she could. A confident smile grew on her face as she imagined all the ways she could inflict pain onto her would-be assailant. After years of training, she knew she could even give the toughest royal guard a run for their money and the sinking feeling faded once she reminded herself of that.

"That's what I thought." Spitfire stood back up to her full height and turned back around. Hearing the voice of the captain of the Wonderbolts should be enough to scare anyone off.

As she turned her back on the uncomfortable darkness, her skin crawled with a sudden uneasiness again. She let out a frustrated groan to mask the fear spilling back into her stomach and opted to just flare her tired wings and fly the last few blocks home instead. She winced at the feeling of flexing the sore joints, but at this point she knew she'd rather feel that over being watched. The cool night air gave her a little respite from the fatigue settling in her body at least.

Spitfire's hooves landed in the soft clouds in front of her home with a gentle pomf, the light bounce guiding her into her front door while she fished a key out of her uniform. She let out a sigh of relief as the door swung open and she could finally shut out the rest of the world for the night. The warmth of her home finally allowed her to relax her tense muscles and her wings and neck drooped down to the floor, letting a few feathers drag against the rug.

There it was again. Spitfire snapped back to attention as a chill ran over her spine. The feeling of eyes on her was overwhelming yet again and a sudden fear gripped her once she realized the door was closed behind her. Her eyes went wide and she clenched her teeth for an impromptu hoof fight as she reached for a light switch. Her heart pounded in her chest wildly as she flipped it up and a wave of panic overcame her.

The grey coat she swore she saw revealed itself to her. Her eyes narrowed in and her body prepared to pounce, but when she saw the accompanying navy-blue mane, a smile came over her face instead.

"Dusty? Is that really you?" Spitfire asked with an incredulous expression, joy slowly filling her eyes as she trotted over.

A confident grin crossed the stallion's face as he brought a wing over to proudly press against his puffed-out chest. "The one and only. Thought I'd drop by and give my old friend a visit."

"How... you... it's been almost a decade!" Spitfire lifted herself off of the floor with a quick burst of her wings to settle in by her old friend. Her smile was wide enough to feel odd on her cheeks, but she was too happy to notice. "I thought I'd never see you again when they said you'd gone missing. How...?"

The stallion just shook his head with an amused grin. "I was traveling the world, remember? Just took a little longer than I planned."

"I'll say. Get over here, you dolt," Spitfire said as she jumped into him, uncharacteristically wrapping her hooves and wings around him for a loving hug. "You have no idea how much I missed you."

His larger grey wings fell off his sides to wrap her up in an embrace and those familiar hooves started running through her hair again. Spitfire's intense fatigue melted away and a surge of wonderful feelings filled her instead. In his arms, she felt a wide-eyed teenager, the memories of falling in love for the first time overtaking her mind and giddy excitement building up at the idea of having Dusty in her life after so many years. A strange drain negged at her as the feelings built up, but she ignored it in favor of the love reigniting in her heart.

Spitfire finally let him go and cleared her throat, doing her best to remember she was supposed to be a stern, tough leader. The blush on her face and the giddy smile on her lips betrayed her intense and professional demeanor and she couldn't help but look back up into those light blue eyes and lose herself in the wonderful memories.

A struggle formed inside her over whether she should smack her former lover upside the head or drag his head into a caring embrace after all these years. Finally Spitfire cast her stern, military persona aside and let herself say what was really on her mind.

"So... did you, uh... come back for me?"

Dusty walked over to her side and gave her a playful nudge with his elbow. "You kidding? The only reason I'd ever come back to Equestria would be you. I assume you don't have any... prior flings?"

Spitfire put on her confident smile and let her eyes turn sultry as he looked over her with that familiar gaze. "Nothing that stuck." She took in a deep breath and let her expression soften again, enjoying the memories of competing with her first love through the academy. "So... you want to make it serious this time? Like we talked about before you left?"

Spitfire carefully studied his expression as the hope built up inside her. As the seconds piled on, nervousness grew and she worried those long-dead familial fantasies might just stay like that forever.

"Of course, Spitty. We're getting a little too old for casual flings, don't you think? About time for both of us to settle down if you ask me," he said matter-of-factly with a casual wave of his hoof.

Spitfire shook her head as a grin edged on her cheeks yet again, still slightly in awe that any of this was even real. "You have no idea how long I've been waiting to hear you say that," Spitfire closed her eyes and leaned forward, letting her head fall against his chest.

She let in a long, satisfied breath and readied herself for the comforting brush of his wingtips through her hair, something she'd always loved back when they were together. Spitfire waited a few long seconds, only to open her eyes in confusion as he pressed a comforting hoof against her shoulder instead. She blinked a few times, wondering if he'd just forgotten all the times they sat under that tree in this position as he did that.

"You know," Dusty started. "Before we sort out the complicated stuff, how about we have a little fun, just like the old days?"

Spitfire's cheeks grew hot under a sudden blush. "My my, aren't you forward?" she said, raising her head up to look into his wanting eyes as they lovingly gazed into hers. That same, strange draining feeling nipped at her again, but with the thought of a pleasure-filled night of passion she ignored it yet again.

A sly smile crosses his lips as he gives a quick flit of his eyebrows. "I've been waiting all these years to get a taste of you again. I don't know how much longer I can wait," he said, tracing his lustful gaze over her body.

Spitfire's nethers heat up at the thought and a wetness she hadn't noticed before grows increasingly uncomfortable without the attention it wanted. She bit her lip and let her eyes trace down to between his legs, trying to get a look at that stiff shaft she'd enjoyed so many times in her youth.

"Well, why don't we head to the bedroom then and do a little catching up?" she said, her tone quickly growing sultry.

Spitfire ushered him over to one of the doors adjacent to the living room and swung it open before flicking a light to reveal her plush, lavish bed.

"Wow. A far cry from the old bunks, huh?" Dusty said, giving the room a quick once over before meeting eyes with Spitfire again.

"Being captain comes with a few perks here and there. And... we can be as loud as we want here." Spitfire shot him a sultry gaze and caressed his chin with a feather, sauntering over to the bed to give him a quick show to get things started.

"A lot better than that old apartment, that's for sure."

Spitfire stopped and furrowed her brow for a moment. They never had an apartment together... what was he talking about? She raised one of her eyebrows as she tried to search her mind for meaning, but decided he must've been talking about something unrelated and moved her lips down to the button on her shirt. She gave him a few flirty glances as she slowly revealed herself, her pussy growing wetter by the second as her eyes traced between his legs and seeing his cock slowly peeking out of its sheath.

Her uniform haphazardly fell to the floor in a heap and Spitfire crawled onto the bed, lifting her tail to the side to let her arousal glisten in the light. "Ready when you are, tiger," Spitfire said with another sultry gaze.

A fire of desire lit in her stomach as she saw that confident grin come over his face. Her folds twitched in anticipation as she watched his eyes center on them as he stood up to walk over. Spitfire's breath caught in her throat as she looked down between his legs to see his cock at full length, hard as a rock and eager for action. She had to keep herself from squirming at the sight as the imminent pleasure drew closer and closer to filling her.

The first touch of his hoof made Spitfire's heart race in anticipation. She had to blink a few times in surprise as he forcefully spun her onto her back and towered over her with both his hooves at either side. It'd been so long since anyone's been brave enough to even touch her, let alone move around without her say-so. Her breath caught in her throat at the feeling of being controlled like that and made the growing wetness between her legs even more intense. Things got even worse as his thick, meaty cock slapped down against her stomach. The warmth alone sent a wave of insatiable desire through her and ignited strange urges she didn't even know she had anymore.

Spitfire's hips arched upward of their own accord, desperately trying to feel the veiny shaft against her clit as Dusty left it there for a moment. Her eyes rolled into the back of her head and her lungs forced a satisfied sigh across her lips as she felt his warm, thick shaft slide across her eager nub. Spitfire couldn't help but bite her lip and let the frustration build up inside her as Dusty's hips refuse to pull that flared tip back.

"Don't leave me waiting for too long," Spitfire managed to get out, barely hiding her frustration.

A cocky smile crossed his face as those soft blue eyes locked down onto hers. "Just savoring the moment. I know how much you like teasing." Dusty leaned down to meet his lips with hers just as Spitfire's eyebrows began to raise.

The warmth at feeling the embrace of his tongue caressing hers washed away the sudden doubt flashing against the arousal controlling her mind. Spitfire remembered lambasting her old coltfriend on his constant teasing, telling him how much she always just wanted to get down to business and have some real fun. The doubts melted away as his hooves found her neck and the embrace grew even more complete. A spark of excitement came over her as she felt his length sliding across her stomach again and his whole body pulling downwards. Her breath caught in her throat as the tip caressed between her thighs and finally dropped to slide across her swollen clit until it found its target.

Dusty didn't hesitate once he finally found his target. In one swift motion, he thrusted his hips forward, filling Spitfire to the brim with every last inch he could. A squeak erupted out of Spitfire's throat that surprises even her—definitely not a sound she'd ever thought she'd make again. The blush on her face grew even darker and warmer as the submissive instincts took over her brain. She could feel every little bump and vein across his cock as it twitched inside of her, and all her mind could focus on now was how good it felt and how much she'd be moaning and begging for more in a few seconds.

The inner walls of her pussy clenched tight in anticipation, sending a massive jolt of pleasure through Spitfire as the sensitive flesh ignited with pleasure. Both of her wings flared out and she couldn’t help but squeeze her hooves against Dusty's neck as her back arched and coos of delight involuntarily slipped across her tongue. Spitfire all but melted as his hips moved back to drag that warm meat out of her before slamming back in hard enough to send a wet smack resounding throughout her room. Spitfire's eyes went wide at the feeling of him slapping against her clit and his cock forcefully filling her until he was deep enough inside her that she could almost see him bulging against the fur of her stomach.

Dusty's hooves pressed down hard against the bed on either side of her. Spitfire let out another gasp as she wrapped her hooves around his forelegs, feeling the muscles tense in his arms as they locked her in position. Excitement only grew at the solidity of his arms; she knew that even with all her strength she wouldn't be able to budge him and that realization only made her eager pussy soak his cock even more.

Each forceful slam inside her pushed Spitfire closer and closer to losing the world entirely as the pleasure became all she could focus on. Her mind honed in one the feeling as each vein and bump on his length filled her and ignited the nerves on every pass. By the time Dusty had found his regular rhythm and was filling the room with the steady beat of his hips against hers, Spitfire had her head tilted back and was singing her ecstasy into her room. She squeezed her hooves tightly against him and even her back hooves curled inward at the onslaught. It'd been so many years since she felt these wondrous sensations, she wanted to savor every last second of being fucked by someone who finally knew how to.

Something wasn't quite right though. In between thrusts, with what little awareness she had left, Spitfire felt a warm wetness spilling inside of her. The pleasure was too much to overcome to even ask if he'd already came, but going by his lack of reaction and his steady rhythm, it seemed unlikely that he'd already spilled inside of her. Spitfire's moans became uneasy as the sensations inside her changed. The intense euphoria from being filled shifted from the sweeping warmth of sex to an odd tingling she'd never felt before. Dusty wasn't going any slower, but something inside Spitfire felt different now.

The grip she used on Dusty's hooves slacked and her vision began to swim. Spitfire could only relax in the sheets as the odd sensations washed over her body and filled her with a slight tingling alongside the overwhelming fatigue. The moans that once filled the room were only soft sighs now as the pleasure that once consumed her became distant and inconsequential. Spitfire took in a nervous breath and forced her hoof up to Dusty's neck to try to get his attention.

"H-hey... give me a sec. I don't... something doesn't feel right," she said, doing her best to find the words in her now-muddled mind.

The concerned expression in his dark blue eyes she expected never actually came. A wave of fear gripped Spitfire as she looked up at his lips twisting into a sinister smile instead. "Good," he whispered down to her as he slammed into her pussy one last time before drawing himself out completely. Spitfire struggled to take in a breath as she looked down over her body, the warm wetness she thought was just her own arousal now had a slight green tint to it and Dusty's cock had something glowing the same shade dripping out of it as well.

Spitfire wanted to start breathing harder, to spin up on her hooves and glare at him with an intense fury, but her body refused to work with her. All she could do was lie on her back and squirm in the sheets as the fatigue forced her to stay where she was. Despite the years of training to make sure her body could make it through any situation, Spitfire clenched her teeth at the feeling of complete helplessness under his hooves.

"What... what's happening? What did you do to me?" she asked, desperation and panic gripping her weak voice. "Dusty, you're... this... this is just a joke right?"

The stallion only smiled that sinister smile down at her, making the fear growing inside Spitfire flare again. "Please... this is a good day, whatever you're doing... please don't..." Spitfire's expression turned pleading as she looked up into her lover's eyes.

But her lover wasn't there anymore. In a green flash of magical fire, the soft gray coat of her long lost boyfriend disappeared into thin air. Standing over her now was hard, black chitin that twisted around its limbs, leaving holes in them Spitfire could see right through. Her breath caught in her throat and her eyes went wide as she looked up to those empty green eyes and his protruding fangs. Memories of bucking away these creatures in Canterlot flashed in her mind, but her body wouldn't move to give her a fighting chance again. Spitfire struggled and squirmed in her sheets as the creature leaned in close to her. She looked down and away, only making things worse as she saw the glowing green protrusion between his legs. The odd-looking phallus dripped with what she could only assume was paralyzing her and her stomach churned and threatened to eject its contents as she realized that thing was just inside her.

"I'm surprised you're even still awake," the creature hissed at her as it repositioned itself between her legs.

Spitfire could only blink at the odd statement. She tried to think about what these things did to ponies, but didn't get the chance before she felt the strange, pulsing flesh press up against her anus. Her entire body jerked with the last bits of energy she had left, but could only manage to shudder an inch or so away from the alien flesh. The changeling brought his gnarled hooves onto Spitfire's shoulders to make sure she stayed in place. Her skin immediately started crawling at the feeling of that hard exoskeleton gripping her—it felt like beetles pressing against her flesh and rubbing across her fur.

She only had a few seconds to be disturbed by the feeling of its limbs before she felt its weird cock prodding her ass again. Spitfire did her best to squirm away, but there was no escape this time.

"Please... please just leave. I won't... ah..."

Even the act of breathing and speaking was leaving Spitfire out of breath now. She swallowed and took as deep a breath as she could manage before its length could make its way inside her.

"Just... just leave and I won't tell... ah... anyone. The guard won't... uhhh.... won't know you were here."

Instead of considering her offer, the changeling's lips just curled up around its fangs. "We have big plans for you."

Spitfire yelped as she felt his hips move forward and fill her with the strange, glowing cock. She whimpered as the strange ridges and shapes of his member filled her up. Her skin crawled and she couldn't help but let out a pathetic breath of pleasure as her body betrayed her. She tried to push him off and get him out of her, but as both of her hooves extended, the resistance of his body felt like trying to push a mountain off of her. Spitfire finally had to collapse in an exhausted heap from the meager task, her body desperate for air and sweat already beading on her forehead.

"Stop trying, little pony. There's nothing you can do anymore," he said as he thrusted his ovipositor in her.

Spitfire clenched her eyes tight and let out another soft whine. Despite the dull ache of her anus being stretched open to fit his length, an intense pleasure radiated off of him. She could feel something pulsating in her ass as he gently pushed in and out, and her breathing slowly went back to producing those soft sighs and delicate coos she'd only ever reserve for a lover. Spitfire made one last feeble attempt at escape that only culminated in squirming in his grasp again. She couldn't stand the idea of what she felt coming.

The strange sensations were like nothing she'd ever felt before. His alien cock kept expanding and pulsating inside her and leaving thick, creamy pasty that electrified and warmed her entire body. Her entire pussy shuddered at the pleasure and the intense winking and his chitin rubbing against her clit pushed her closer to the edge.

Spitfire whispered a quiet, pathetic "No" as another deep gasp overcame her from the pleasure. His length expanded open one last time, pushing her flesh open and amplifying the feelings he was giving her until she felt a forceful contraction from him. Before she knew what was happening, her anus had to expand again to fit something as it pushed its way through his cock, leaving a vibrating mass inside her as he slowly pulled out his dripping dick. Whatever made its way into her left her shivering and moaning as it wiggled and pulsated inside her, causing her entire body to twitch in a sudden, unwanted pleasure.

Before she even knew what was happening, Spitfire's folds clenched in an orgasm more intense than she'd had in years. Her hazy, blurred vision could only make out an odd, green, creamy liquid that was squirting out from between her legs, leaving a warm go dripping down her thighs and across her ass. Her head spun as the intense bliss from the sudden orgasm refused to go away, washing her body with warmth and comfort she did her best to tell herself she didn't want.

Her mind did her best to remind herself where she was and what just happened; Spitfire knew she had to do something about... whatever he'd just done to her. She tried to think which way the hospital was, what she'd tell them had just happened, but her thoughts quickly became swarmed with odd visions as the afterglow of the orgasm consumed her.

Strange images flooded into her mind of mangled, brown structures that thousands of changelings swarmed in and out of. Thoughts that she knew weren't her own flooded her head and Spitfire struggled to think or feel anything else but what she was being forced to.

"What... what did you do to me?" she asked weakly, barely managing to make out the figure still standing over her.

Spitfire flinched as the changeling leaned down to her face with a sinister smile. His tongue snaked around her face for a moment, sending her skin crawling yet again. "You're going to make a nice addition to the hive, Spitfire."

Before she could say anything else, the changeling pushed off of her sheets and hopped down from her bed. Spitfire did her best to clear her vision to catch any defining features of her assailant, but her blurred vision barely functioned anymore. Even if she could, the strange thoughts radiating in her mind refused to let her think about anything else.

Spitfire's hooves moved of her own accord as she rolled over onto her chest: both of them slipped between her thighs to press up against her clit as the strange vibrations in her ass radiated an intense horniness throughout her entire body. Her mind flashed more and more images of different changelings and even the changeling queen whispering things into her ears. Commands, desires, thoughts, they all flooded in and she couldn't make sense of any of it as she fulfilled her animalistic desires between her legs. Her exhausted body moved almost of its own accord as the world faded to black.

The whispers turned into urges—urges for sex, but not like she'd just had. Spitfire felt intense urges to be on top of someone, to fuck them instead. To slip in... and...

The strange thoughts culminated in overwhelming pleasure just by thinking about them. She wanted to go out and find the first pony she saw and hold them down and... do things. Her exhausted body refused to comply with anything but her hooves drawing circles into her clit and biting her blankets as the feelings became too much for her to handle all at once. Her only saving grace was the fatigue pushing her towards unconsciousness. Spitfire allowed the slow consumption of her senses to override the desire her thoughts were feeding her. There'd be plenty of ponies around tomorrow, she told herself. One last burst of free will forced its way to the surface, trying to remind her that these thoughts weren't hers, but they were quickly drowned out in another wave of pleasure from the subtle vibrations in her ass.

Completely forgetting everything that'd just happened to her, the last thing Spitfire felt around the arousal controlling her was something slimy slipping out of her to brush against her hoof. With no more energy to question the world as her manipulated brain saw it any longer, she collapsed completely into her sheets and lost consciousness.

Spitfire tapped her hooves together as she held them in front of her face. Her elbows supported her weight on her captain's desk, making sure she looked as authoritative as possible despite the thoughts raging in her mind.

She fidgeted her hips again, trying to ignore the increasingly damp cushion reminding her of what she came here to do. Images of thousands of changelings buzzing around a distant, haphazard brown hive flashed in her mind and a barrage of thoughts kept her from distracting herself as much as her dwindling individuality tried. None of the hundreds of pictures or medals or trophies around her office that she earned or experienced could pull her back to the mare she tried to remind herself of. The only thing left in her mind was the desire.

Each breath that flowed out of her mouth was heavy and lustful, just barely at the edge of another moan. Whispers in her mind told her to fuck like a wild animal and it took all she had not to pounce on the first pegasi she found in the street when she woke up this morning. No, the whispers told her, she needed to be smart about this. Spitfire needed to spread her new gift in private so they could do the same. A voice in her mind chuckled at the thought of the growing number of ponies experiencing these same controlling thoughts.

The arousal was almost more than Spitfire could take. She knew where the other Wonderbolts were right now. Most of them were getting ready for the day, putting those tight uniforms on in the locker room—her heart pounded in her chest at the thought of what she'd do to them right now.

Spitfire's breath became short and shallow and she almost thought she might cum again as something stirred in her nethers. She leaned back and let out a soft moan as her pussy quivered under some strange new feeling. Once she looked down, she could see exactly why: a long, green shaft was slowly growing out of her folds, pulsing with her own heartbeat and dripping a strange green slime across her thighs. A part of her still wanted to panic at the sight, to run out and ask for help as the strange, ribbed phallus was the exact same one she saw violating her ass last night. Spitfire just bit her lip in anticipation instead.

"So that's how I'm going to do it..." she said in a voice she hardly recognized anymore. Her tone was sultry and devious—a far cry from the fear the tiny part of her old personality wanted to convey.

The creamy, green liquid dripping off of it suddenly looked a lot more tantalizing than last night. Spitfire drew a hoof across the other-worldly length, immediately gasping at the intense pleasure that radiated off of it. She smiled at the fantasy of sticking it in someone and couldn't wait to finally fulfill her new purpose.

Breathless with anticipation, Spitfire brought her coated hoof up to her mouth and gave it a quick lick. Immediately her entire body was engulfed in a flame of intense arousal. The tingling on her tongue tasted like salty precum and copper, but as soon as it hit her tongue all she wanted was to have her new cock fucking her mouth. The whispers in her mind pulled her away from the fantasy, however, telling her that kind of fun would have to wait until the stronger urge of giving that feeling to another pony was sated.

Spitfire's entire abdomen tensed with anticipation as the fantasies shifted their focus. She could feel her mind being dragged towards the euphoric thoughts of fucking half of cloudsdale, then those ponies fucking half of Equestria. Her new cock throbbed and dribbled its green goo down its shaft with excitement and all Spitfire could think about anymore was finally getting started.

Spitfire took in a long, deep breath. Her desires wouldn't be fulfilled if she freaked out her prey with her intentions; she needed to be smart about this. The arousal refused to go away, but on command her new cock slithered back into her pussy, eliciting a breathless moan from Spitfire as she tried to organize a plan.

With a few stabilizing blinks, she leaned forward onto her wet chair and pressed the intercom button.

"Yes, Captain?" her sweet little secretary answered. A rush of excitement overcame her at the thought of bending over that demure, blue pegasus, but she would have to wait.

"Send in Soarin. I have something I need to discuss with him," Spitfire said, her voice surprisingly even despite the intense arousal controlling her.

"Of course, ma'am. I'll call him in right away."

Spitfire pushed herself out of her chair, a devious smile growing on her face. Her heart raced at the thought of what was about to happen and she turned around to see the slimy green cushion she just left to see just how excited she was. She took in a long, deep breath of the musky, metallic smell and her urges exploded once again, sending chills across her fur as the fantasies took hold.

It wasn't long before she heard those knocks on her door. As much as she wanted to immediately pull him in to get started on him, Spitfire took in a few deep and straightened her posture, making sure her expression didn't betray her intentions just yet.

"Come in."

The wooden door swung open and Soarin tentatively walked in, eyeing the room curiously before swatting the door closed behind him with a wing. Spitfire's smile widened at the fact that he isn't wearing his uniform yet.

"Uh, what's the deal? Something important come up about the next show?"

Spitfire didn't bother to answer at first, just letting in another long, deep breath as she did her best to keep her urges from controlling her completely.

Soarin's face scrunched up in a sudden grimace. "Woah... what's that smell? It smells like... uh..." A blush came over his face as he pinpointed exactly where he smelled that kind of thing before.

"Do you remember that night five years ago after the Summer Sun Celebration? After the performance we all got drunk and..." Spitfire started, looking over at Soarin with an expectant, sultry smile.

"When we... oh... yeah," he said, a reminiscent smile coming over his face. "That was a lot of fun. Didn't know you could do that with your tongue." His expression turned curious and worried again. "I thought you told me I couldn't ever tell anyone about that though? And that we were going to keep things professional?"

A few steps later, Spitfire had walked past Soarin and flicked her tail up to trace his nose towards her backside. By the quick blinking and bewilderment on his face, she guessed he got a good whiff.

"I did say that, yes. But now... I've been giving it a little more thought."

Spitfire looked back over her shoulder to see the lust growing in her teammate's eyes. Soarin followed each of Spitfire's steps over to her desk like a duckling would follow its mother, biting his lip to try to hide his true intentions as well.

"Yeah?" he asked, barely hiding the excitement in his voice.

"I see the way you look at me in the locker room. How your eyes trace across my flank and then dart away once I catch you." Spitfire kept a cool, confident smile as she led her prey. He couldn't take his eyes off her.

"Oh, you uh... you notice that, huh?"

Once the rich wood of her desk was in front of her, Spitfire rubbed a hoof across the surface and looked across it. Clear enough. It would be fine for what was about to happen. "And I notice what happens when I let those eyes linger too long. Maybe I end up stretching the wrong way or bending over for too long and then..."

She almost laughed when she heard the audible gulp behind her. "And then?" he asked timidly.

Spitfire spun around, leaning back onto the desk's surface and resting her elbows behind her. It wasn't the most comfortable position in the world, but would do just fine for what she knew Soarin was about to do to her.

"How many times have you orgasmed thinking of me?" she asked, a little more serious than sultry this time

Finally Soarin broke eye contact, rubbing his foreleg with a hoof as he stared at the corner. "Come on, Spitfire. Just a little sexual tension, you know? Won't happen again, promise."

"Oh, won't it?" A smile crept back over her lips and she spread her legs wide underneath her. Even she noticed the intense stench of the musk coming off of her now. "Maybe we should take care of it instead."

Soarin's cheeks burned bright red at that. His eyes snapped back over to his boss and he looked her up and down, unable to hide the growing length between his legs. "You want to...?"

"I want to see what your tongue can do. Then we can start taking care of that," she said, nodding towards the now fully-erect cock bobbing between his legs.

Soarin didn't even need another word. In a flash he had his hooves around Spitfire's thighs and pushed her up onto her desk, burying his muzzle as far as it would go into her pussy. A loud moan shot through the room and Spitfire didn't care anymore who heard. With her friend's tongue lapping away at her swollen clit, she squeezed his head with her thighs as she finally started getting the pleasure she'd been waiting for all day.

The world melted away as Spitfire saw her own thick, slimy arousal splatter across Soarin's snout. She smiled between her own heavy breaths, recalling the tingling feelings from last night that must be spreading over his body. Her ankles wrapped around the back of his head and pulled him in tight, making sure her prey couldn't get away. The whispered commands finally went quiet as she did her deed, and the only thing that mattered in the world anymore to Spitfire was the animalistic desire to fuck.

Spitfire did her best to keep her new cock securely hidden inside until she finally had him fully under her control. Her brain was completely washed in pleasure and it was a struggle just to keep from shuddering every time his deft tongue twirled around her clit. She didn't know how much longer she could hold herself back from wanting to be on top of him instead, but looking down at his dazed blinking between licks, didn't look like she'd need to wait much longer.

The waves of pleasure forced Spitfire's wings to flare out, toppling various utensils and pictures she had sitting on her desk. As much as she wanted to get to the real fun with her new equipment, she couldn't help but arch her back and let out another moan at the intimate attention. Soarin certainly wasn't going anywhere after this, so she figured she might as well enjoy it.

Every licked pushed her that much closer to the new edge. Strange feelings of excitement accompanied the usual march towards orgasm, making the sensations she once enjoyed with a vibrating friend back home that much more irresistible. Her entire body shuddered and pulsed with a feeling she'd never experienced before and the throbbing in her ass told her exactly what was causing it. Spitfire could feel herself radiating a new, strange energy out into the world, sharing the pleasured thoughts among those buzzing creatures in that wicked hive. Each sent signal drew back another lustful and sinister thought as they all focused their eyes down to that prey. With the combined urges of thousands of different minds focusing in on the lapping of her folds, Spitfire's bliss felt amplified beyond anything she'd experienced as a normal pony.

Her ears couldn't help but perk up as the sound of her own moans echoed back to them. There was no way her secretary couldn't hear them now, but somehow that just made it all the better. The thought of bending over that timid mare and giving her body what she knew it desired gripped Spitfire in another wave of excitement. She could feel the edge closing in now. Her thighs twitched and squeezed Soarin's head even tighter into her pussy and her wings shot down to follow suit; with such an intense orgasm on the horizon, there was no way she was letting him loose.

With one last gentle lap of his tongue across her swollen nub, Spitfire's entire body squeezed and convulsed in the most intense orgasm she'd ever had. She could feel her skin crawling and body parts that weren't even hers shuddering in the overwhelming feeling. Soarin tried to pull away as the entire force of Spitfire's thighs constricted him, but there was no pulling out now. She could feel her pussy squirt its new fluids all across his snout, the warm liquid shooting out of her and painting his cheeks and her thighs. Every second of bliss was unlike anything she'd ever felt before and between her screams of delight she could hear her body thudding against the wood with every pulse.

When all of her shared minds finally decided they'd had enough of enjoying the orgasm with her, Spitfire's thighs slowly eased away. She did her best to catch her breath, not bothering to see what was becoming of Soarin. Minutes, hours, days seemed to pass by as her head swirled with the delight of herself and dozens more until finally she blinked away the haze to look down across her sweaty form to see her victim stumbling around.

"Mmm, you like it?" Spitfire asked as she slowly slid herself off of her desk, barely managing to bring herself upright again before sauntering over. "My new cum tastes so much better, doesn't it?"

Soarin could only blink and stumble around in response, knocking up against a few tables and stands and pushing over lamps and trinkets in the process. "Spitty... wha... what did you do to me?"

Before he could knock into something else, Spitfire extended a hoof to his face, steadying him in front of her. With one, long, sultry lick she savored her own excitement clinging to his snout, letting the slimy green substance send a wave of arousal through her entire body yet again.

A devious smile came over her face as she felt her new cock stirring inside her. A predatory instinct she knew wasn't hers came over her and fed her a new set of urges as she looked at his vulnerable, dazed face covered in her new cum. A glance down at his flank and a new flash of excitement overcame her. The hive told her exactly what kind of fun she needed to have now.

"A better question might be 'What am I going to do to you now?'"

Spitfire extended a wing behind her old friend's neck and ushered him back over to the desk. Soarin could do nothing but comply as he tripped over his own hooves and tried to blink himself back into reality. It was no use now; his mind was already enveloped in one thought and one thought only. His thick cock dribbled precum across the office before she finally pushed him against the wood until he climbed up.

"There you go. Just relax. This is going to be fun," Spitfire said, setting his head down completely and spreading his legs apart with a hoof.

She flicked his tail out of the way to see her target: his tight, supple asshole. She'd never known him to be very fond of other stallions, so her heart beat in anticipation at the thought of the firm squeeze it was about to give to her new member. The alien flesh throbbed between Spitfire's legs in anticipation. With a quick flex to see how it felt, the green phallus slapped against her stomach, leaving strands of green cum clinging to her fur. Spitfire's eyes went wide with an instinctual desire and she didn't hesitate to mount her teammate and let her new cock press against his unsuspecting anus.

Soarin let out a light gasp as his eyes went wide, but couldn't manage to resist. Spitfire smiled that devious smile as she looked down at his face slowly returning to that dazed, distant state. Another light gasp left his mouth once Spitfire pushed her way in. The first few inches were easy with the pointed green tip being the way it was, but the ridges? Those were going to be fun. Soarin grimaced as the length found its way further and further inside him, the ridges stimulating the tender virgin flesh enough to make him let out a low whine at the new feeling.

Spitfire could hardly help herself as she felt his ass squeeze and tense her sensitive new cock. She bit her lip and let out a few gentle moans of her own as she adjusted to the feeling of being inside someone. No wonder stallions were so sex-crazed, Spitfire thought. A soft sigh left Spitfire's lips after she let her cock flex inside Soarin, causing an intense wave of pleasure to course through her.

Once she managed to get used to the wonderful sensations, Spitfire could feel things starting to shift around and vibrate inside her. The feeling was almost terrifying for a short moment, but urges and thoughts swirled in her mind to focus on the pleasure those odd gurgles were filling her with. Spitfire could barely think about anything but the mass moving around inside her inner walls, rubbing back and forth against them as it teased her entrance. Before she could ponder on it anymore, a voice in her mind whispered to her to fuck Soarin as hard as she possibly could.

Wet smacks filled the room as Spitfire gripped onto Soarin's thighs and slammed her cock into him. Moans poured out of her mouth with every thrust as the strange object rustled around inside her and Soarin's tight ass squeezed her at the end of every hump. Despite his lethargic state, Soarin let out a few light moans and whimpers of his own. The thought of making her prey cum just from getting fucked like that almost sent Spitfire over the edge right there, but she slowed down for a moment. She wanted to see it.

Spitfire craned her neck over Soarin's side to see the precum dripping out in long strands. His rock-hard cock twitched and shuddered all on its own with every little movement of Spitfire inside of him. All she could do was bite her lip as the thought of Soarin's first anal orgasm filled her mind. He was close and Spitfire was determined to spread her new gift of pleasure in the best way possible.

"Let's try something else," she said, slipping out of Soarin with a wet pop and eliciting a soft gasp out of him. With one swift motion she pulled him off of the desk into a heap on the floor.

Spitfire's tongue licked across her lips as her teammate collapsed onto his back. The long strands of precum now stained his light coat instead. Every step she took back towards her prey elicited another clench of his still-open ass and cock, giving her a show that made her new cock throb with anticipation. Spitfire planted both hooves on either side of his body, lining her green phallus up again. Soarin could only let out a weak whimper as his worn anus let her slip right in again.

There was no adjustment period this time; Spitfire immediately set on to fill the room with the wet plaps yet again, chasing the overwhelming pleasure of each thrust. Being able to watch Soarin's stiff cock bounce against his body made her fantasies ignite an intense passion inside her as she imagined getting to suck the green cum off of his converted cock. A voice in the back of her mind slowly laughed an evil laugh as something big pushed itself out of her pussy to the base of her new cock.

Sptifire gasped at the feeling of the mass growing inside her. At the edge of her entrance she felt it wiggling and squirming through each hard thrust. Her moans grew louder and more strained as her parasite fucked her right back with every movement of her hips. Something in her mind pulled her fantasies towards the thought of that little creature getting planted in Soarin's eager asshole and it pushed her closer and closer to her own edge.

The pleasure flared up even more as she regained some focus to see Soarin struggling just a little bit more. Each thrust elicited a soft sigh from his lips, and even with his dazed state he still managed to toss his head back and forth on the carpet with a grimace. Spitfire's pleasured moans slowly shifted to predatory groans as she watched him struggle. It also helped that each toss was accompanied by a light squeeze of his ass around her cock and another helpless twitch of his own neglected penis.

"Ah... Spitfire... please... I..." Soarin barely managed to whisper out.

If Spitfire wasn't completely absorbed in the feeling of fucking him senseless, she might actually be impressed; she could barely manage to speak at all last night when she was getting fucked. A smile crossed her face at the obvious implications. Spitfire redoubled her efforts and upped the rhythm of those hard, wet slaps against his ass. She reveled in the sight of Soarin squirming underneath her with his back arching up and his hips moving on their own to enjoy as much pleasure as they could. His cock flicked up and tensed as Spitfire bottomed out inside of him again, eliciting another round of soft moans out of her teammate.

Spitfire bit her lip so hard she thought it might bleed. Between the parasite fucking her, her cock being squeezed so tightly, and turning her masculine teammate into a submissive little plaything, she could feel the edge of her own orgasm coming up soon. The parasite wiggled its way down the length of her cock until finally it teased the entrance of his anus. She fucked harder and faster as it expanded her member and stretched her friend's ass out even more. With a sudden pop, she managed to force it out right up against his prostate. The feeling of it slipping out of her was so overwhelming that she graced the edge of cumming right there, but her breath caught in her throat at the realization that she wouldn't be the first to cum this time.

Soarin's rectum clenched hard against Spitfire's sensitive member. She couldn't help but let out a harsh gasp as her vision went white with the pleasure for a moment. With the long series of gentle squeezes she had to force her eyes open through her own pleasured expression to see her fantasy come to life. Soarin's cock jolted up and down as his back arched and he let out a low groan of overwhelming bliss. Cum shot out of his twitching cock and draped all over his own face and neck, finally dribbling down onto his chest with each convulsion.

The winces and grimaces on his face as he struggled underneath her only pushed Spitfire harder. She practically screamed into the air as she felt that slimy, hot cum that was pushing the parasite drain out of her and began to fill Soarin's ass. Spitfire tilted her head back as she felt herself start to clench around her new length. With one last harsh thrust, she hilted herself completely inside of him to feel the gentle squeeze of the last of Soarin's contractions.

With each final massage of Soarin's ass, Spitfire finally went over the edge herself and could feel her entire cock vibrate and shift to fuck her own inner walls as well as radiate pleasure from the shaft. Globs of her own thick cum forced their way down her length until they filled Soarin's ass to the brim, squirting out the slick green cum all over her floor.

When the euphoria finally faded, Spitfire fell back in a daze of her own. Her mind felt almost... sore from the intense pleasure she'd just gone through. Sweat clung to her coat and her heart raced in her chest as her slimy cock slipped back inside of her. Even in the aftermath of the most intense orgasm of her life, the predatory grin came over her face again and she watched with glee as Soarin twitched and gasped as the parasite started to take control.

"That's it... just give in," Spitfire said as she finally caught her breath.

"I... ah... I can't..." Soarin protested.

It wasn't long until the familiar expressions of fear and confusion started giving way. She could see the eyes roll back in his head as the intense pleasure took hold again. Soarin's tired cock instantly hardened as he twitched and shuddered in the carpet and Spitfire bit her lip at the sight of her green cum leaking out of him combined with his own white cum draping his face and chest.

To her surprise, Soarin let out another harsh gasp and another orgasm quickly seized him. With one last groan, whatever was left in his balls shot out across his chest in those thick, pearly strands yet again.

After a few more minutes of enjoying the sight, Spitfire walked over to Soarin's collapsed form once his eyes finally lost their dazed expression. She extended out a hoof, and with his own newfound confidence Soarin took it and rose up to his feet.

"You see it now, don't you?"

With a few more confused blinks, Soarin nodded, still staring off as the thoughts of the hive they both shared filled their minds. Another round of intense sexual urges attacked them both and they both instantly knew what to do.

"After a quick shower, I think we've got a few more ponies to fuck. How about it?" Spitfire asked with a confident smile.

Soarin took in a long, deep breath and mirrored her confident smile. "Mmm. I've got a few ponies in mind. Let's get to serving the hive."