“Get off of me grub,” Chrysalis commanded, shaking her hind leg to dislodge the changeling wrapped around it.

“But Moooom!” Thorax protested, scrabbling along the floor to catch up with her.

“But WHAT?!” she roared, stomping a hoof on the stone beneath her and turning to face the drone. “You can’t simply suckle at my teat for the rest of your miserable life, the time has long since passed that you learn to harvest love from others,” she continue.

“But what am I supposed to do, what if I’m caught?” Thorax said pathetically, nervously gnawing on a hoof.

“Oh for the love of,” the changeling queen facehoofed, shaking her head. “Just find a small group of ponies, single one out, and feed on their love in seclusion. You’re a changeling, it’s what we do.”

“Where am I supposed to start? Is there a beginner’s course?” he fretfully asked.

“ENOUGH!” Chrysalis raged as she stormed towards him, “I won’t tolerate one of my brood, a representation of my hive, being this pathetic. You will leave this instant and you shall not return until you have successfully completed a hunt. DO. YOU. UNDERSTAND?” she yelled, each word punctuated by a poke to his chest.

“O….ok mom,” he dejectedly sighed, before looking up at her pitiably, “but if I can gather some love then I can come back right?”

Chrysalis sighed, “IF you can successfully collect some love and prove you’re not completely useless then yes.”
Knitting his brow the little changeling steeled his resolve before looking back up to his queen, “I’ll do it Mama, I’ll go get some love and make you proud!”

“Oh I’m sure,” Chrysalis mockingly replied, her eyebrow peaked as she peered down upon him.

“I’ll be back Mama, I’m gonna get more love than anyone!” he noted, filling himself with false bravado as he trotted out of the throne room.

“Yea, mmmhmmm,” the changeling queen dismissively noted, seating herself atop her throne. She secretly hoped he would be successful, not because he was one of her innumerable offspring but because she hadn’t found an eager cocksleeve in ages.

Meanwhile Thorax wound his way through the hive and towards one of the numerous exits which lead to the badlands. After the relatively short journey through the hive he found himself outside, the bright and arid outdoors a stark contrast to the dark and humid interior of the colony. Stretching his wings he hovered above the ground for a moment and held a forehoof to his chin, remembering that he’d heard there was a small village not too far from their hive that stood as a trading post for travelers. Setting his wings buzzing he flew off, still not entirely sure what he was doing but confident enough that he’d come up with something if and when an opportunity presented itself.

On and on Thorax soared for what felt like hours, buzzing over the rocky sand and shrubs of the badlands towards the remote village as the sun began to set over the horizon. Spotting a handful of buildings in the distance he brought himself closer to the ground as he flew along to avoid being spotted. Coming to a halt behind a particularly large boulder Thorax landed. ‘Alright, alright I just gotta think of a disguise,’ he pondered to himself. Peeking around the corner of the rock Thorax spotted several teams of stallions hauling carts into town before pulling his head back behind cover. ‘Um, maybe I should go as a girl. Yea, a pretty girl! Nobody would suspect that!’ he thought as he rubbed his hooves together, closing his eyes he envisioned a dark blue mare with a lilac mane and tail.

Shimmering light swirled around him as he transformed, his black carapace being replaced by a coat of soft fur complete with a main, tail, and ears. Thorax looked back at his flank with his new striking pink eyes, inspecting his transformation and wiggling his ears, adjusting to his new body. “Just gotta think of a name,” he wondered aloud as he plopped down on his rear. “Petunia! That sounds like a good name for a pretty mare,” he giggled to himself as he stood up and walked from behind the boulder, towards the village.

Making his way to the road leading into town he trotted along, noting several larger wooden buildings as well as a handful of cabins as he approached. The nearest building was brightly lit from within and Thorax could hear the raucous sound of stallions laughing and talking within which caused him pause. Looking up he noticed it was a saloon, complete with swinging doors and a little sign with a tankard of cider swinging gently in the breeze.

‘Maybe I should try to go for a little more sexy,’ Thorax thought as he stood just outside the bar. Pinching his eyes shut he focussed on his rump and his crotch, causing his ass to expand a bit and his teats to balloon to nearly miniature udders. Craning his neck around to examine his work he nodded in approval, ‘Yea they ought to love this!’ Taking a deep breath he trotted towards the door before carefully pushing it open.

The inside of the saloon fell deathly quiet as he walked walked inside, the ponies all turning to face the newcomer. Two stallions sat at the bar across from the bartender, three more sat gathered around a table playing cards, and a final stallion lounged in the corner while covered in poncho.

“How’s it goin boys?” Thorax asked in his best lilting voice as he strolled over to an empty table near the entrance. Placing a forehoof on the edge of the tabletop he batted his eyes at the two stallions at the bar, only to slip and fall a heartbeat later, landing flatly on his face.

“You alright miss?” the bartender asked, walking around the counter to offer his hoof to the clumsy mare.

“Outta my way Ted,” one of the ponies who’d been sitting at the bar blurted as he shoved the bartender out of the way. Extending a hoof the grey stallion grinned down at her, “Names Durango, what brings a charming little thing like yourself out to this dusty little town?”

“M..mm...my name’s Petunia,” Thorax stammered as he took Durango’s hoof which heaved him from the floor with ease. “Oh wow you’re so strong!” he awed while pulled to his feet, admiring the muscular stallion.

“Shucks ain’t nothin,” Durango said, his eyes wandering down Petunia’s frame to her plump posterior and ripe tits, admiring them as they jiggled slightly after pulling the mare to her feet.

“And who are you handsome gentlemen?” Thorax asked as he sashayed over, exaggeratedly swaying his hips in an attempt to arouse the patrons at the card table.

“Aces,” a slender black stallion replied.

“Tumbleweed,” the chubby tan pony said, tossing his hand of cards to the table.

“I’m Saguaro, pleased to meet ya Ma’am,” the green bronco replied with a tip of his hat.

Petunia curtseyed at the trio, her rear raising prominently as she greeted them. “It’s nice to meet you, you boys come around here often?” she asked as she looked between the three, each more interested in her flank than her face.

“All the time,” Durango answered as he came up behind her, giving her ass a playful smack, “which makes me wonder who you are exactly, seein as how we’re here almost every night.”

“Oh me? I’m just passing through, just on vacation,” Petunia responded, blushing slightly as she turned to face the black stallion.

“So a pretty little thing like you is just ‘passin through’ Gulch all by your lonesome?” Durango asked, running his hoof along her flank.

“Uh...yup, just passing through,” she stammered as the stallion shamelessly rubbed her haunch. Her gaze slipped from his grinning face down his body to the flaccid cock beginning to dangle beneath him.

“You see somethin you like missy?” he inquired, flexing his loins and causing his member to jerk slightly. “Because I know I do,” Durango continued, licking his lips as he lowered his head to get a better look at her pendulous breasts.

Petunia’s blush deepened and she looked about nervously. “S...so,” she began, “what do you boys do for fun around here?” She felt a peculiar tingling in her nether regions as her newly acquired female anatomy responded to the male’s advances, her marehood began to moisten and she felt a warmness in her abdomen as her eyes darted between Durango’s face and his steadily growing erection.

“Oh, you know, play cards, try to relax, tell stories,” Durango prattled on. “Gets awfully lonely out here and the nights can be cold to boot,” he complained, shuffling closer to the mare in the process.

‘This might be my chance!’ Thorax thought, ‘If I can just get him back to his room I’ll be able to steal his love then head home!’ “So,” Petunia began, “you stay around here?” The mare’s eyes flashed a blue green hue as she addressed the stallion.

Durango blinked at the odd display before smiling and shaking his head. “Yup, I stay around here but, then again, you don’t stay from these parts yourself do you changeling?” he replied snidely in a low tone. “Boys!” the grey pony shouted, “We got another one!” The three ponies at the table, who’d been watching the exchange, immediately leapt to their feet and began to converge on the two.

“W…wait!” Petunia stuttered, stepping backward with a fearful expression, “It’s not what you think, I’m not here to hurt anypony!”

“Oh I’m sure you’re not,” Durango said, bearing down on her, “You’re just here for some love, ain’t it?”

Aces, Tumbleweed, and Saguaro slowly circled petunia as she faced the grey stallion, each of them chuckling and jeering at the fearful changeling.

“W….what are you going to do to me?” Petunia asked, turning her head between the quartet of ponies now surrounding her.

“Well I reckon we’re gonna give you so much love that you’ll be walkin funny for a week. That doesn’t sound too bad to a thirsty little bug like you now does it?” Durango said as he caressed the mare’s chin. Turning to a chair the grey stallion sat himself and splayed his legs, allowing his black cock to bob invitingly in Penunia’s direction. “How’s about you come over and get to work on this bad boy,” he jeered as he patted his member with his hoof, “This thing ain’t gonna suck itself after all.”

Trotting over Petunia’s eyes nervously flitted between Durango’s cock and face. “So, you aren’t gonna hurt me?” she asked sheepishly.

“Shoot, naw. We get a straggler like you comin through every so often, we get a little stress relief and they get a good ‘ol helpin of love, it’s a win-win situation,” the grey pony replied, his features softening a bit.

“But what about my disguise,” Thorax asked as she looked back at her juicy flank, “If you know I’m a changeling you still want me to look like this?”

“Honey with a body like that please do us a favor and keep up the act,” Saguaro commented from behind her, brushing her tail aside to get a better view of her marehood and pronounced ponut. “Wait,” the stallion paused, “you are a girl right?”

Thorax, still disguised as the curvey mare, shuffled around anxiously. “I...I’m a boy,” he timidly blurted.

“And you can keep up this mare act while we, ya know, give you some lovin and all that?” Tumbleweed asked, looking somewhat incredulous.

“I mean, yea I think so?” the changeling hesitantly replied. In truth he wasn’t completely certain but as long as he could focus a certain amount of willpower on his transformative abilities he should be able to maintain the sharade.

“Well shucks that’s good enough for me!” Aces commented while licking his lips, excitedly looking between the other three stallions.

“Well, alright then,” Thorax muttered, his nerves calming a bit knowing that he was in no immediate danger. Leaning forward the changeling booped the tip of Durango’s stallionhood with his snout, enjoying the musky male scent before lifting one hoof to caress his heavy balls. Having spent his entire life in the hive he’d never really gotten the chance to enjoy the finer nuances of being intimate with a pony before and, as such, found the aroma of a virile male absolutely intoxicating. Gently he kissed and licked around the tip of the stallion’s member before slipping its head into his mouth and causing the grey bronco to hum contentedly. Affectionately he worked more of it into his maw, rolling his tongue over the sensitive underbelly of the cock as his lips clung to the shaft, sucking delicately as he fellated him. Thorax felt something warm and moist caress his marehood as a pair of hooves spread his cheeks, attempting to look back he found his face being firmly held in place by Durango.

“Now, now, the boys are just fixin to have a little fun themselves, just relax and enjoy it because I’m sure you will,” the grey stallion said with a wink.

Looking up into the stallion’s eyes Thorax blushed, he’d never had a stallion treat him this way before. Durango practically exuded masculinity, his muscles rippling beneath his grey coat, the calm yet firm tone of his voice, and he was quite handsome as well. Closing his eyes Thorax pressed his head down allowing the cock in his mouth to slip further in, the tip tickling his uvula; thankfully he’d had lots of time with Chrysalis to practice. Relaxing his throat and taking a deep breath the changeling forced himself forward, allowing the dick to penetrate his esophagus as it sunk deeper inside his eager mouth. Thorax’s heart fluttered as he felt one of the stallions licking his marehood, it was a completely new experience but it felt sublime. He couldn’t tell who but one of them ponies began suckling at one of his ample teats, causing a shiver to go up his spine.

Saguaro ran his tongue over the velvety flesh of the “mare’s” sex, occasionally thrusting it deeper into her folds and savoring the juices while she moaned around the cock in her throat. Tumbleweed lay on his back below, sucking on and playing with her tits while stroking his shaft with one hoof.

“Outta my way, I want first,” Aces proclaimed while shoving the green pony out of the way.

“Eager ain’t ya? Well that’s fine, you always were a quick shot,” Saguaro tutted as he stepped aside, watching the slender black stallion mount Thorax.

“Oh yea,” Aces shouted as he haphazardly prodded Thorax’s ass, the tip of his dick leaving slimy trails of precum on the changeling’s fuzzy blue buns. After a handful of thrusts his tip found the glistening entrance of Thorax’s marehood and slammed home, burying itself in the moist and succulent confines of the changelings pussy. “YEE HAW!” the stallion yelled triumphantly as he began recklessly jackhammering his hips.

Thorax’s eyes flew open, and he would have gasped were it not for an airway full of pony dick, at the sudden onslaught of sensations. The feeling of his only recently acquired pussy being filled and stimulated was amazing. It was similar to anal but different, the same exquisite feeling of fullness was there along with a tingling sensation each time the stallion thrust into him which sent sparks of surging through his body.

“Throat just tightened tightened up, that must be feelin pretty good,” Durango groaned as he enjoyed the blowjob. “Hey Tumble, how’s about you work the clit a little?”

“Mmmhmm,” the tan stallion hummed, his lips still wrapped around Thorax’s nipple. Reaching his free hoof down he began to massage the changelings clitoris while Aces continued to fuck the drone’s opening.

“Oh man he just clamped down somethin fierce!” Aces exclaimed. “F….fuck!” screwing his eyes shut the stallion went balls deep into Thorax’s marehood, blowing his load and coating the changeling’s insides in sticky cum.

“Mmmmph,” Durango grunted, shifting forward in his chair he placed his hooved on the back of the changeling’s head and began working the drone’s cranium forward and backward. Squinting the stallion started bucking his hips, effectively throat fucking Thorax as he felt his climax building. “You want a facial or inside ya?” the stallion asked between grunts.

Pointing a hoof to his throat Thorax could only gag weakly, his meat filled pharynx getting pistoned by the stallion above. He could already feel a surge of energy as Aces climaxed within his pussy, the warm sensation of seed filling his marehood brought waves of euphoria crashing over him as he sensed Durango’s cock beginning to throb in his neck. Shoving his head down the changeling brought his chin to the stallion’s balls.

“Gaah!” Durango growled, convulsing as his stallionhood flared and pulsated as it dribbled, then spat, its hot load into Thorax’s stomach. Panting the grey bronco held the changeling’s nose against his belly, intent to deposit every last drop into the drone. With a final grunt he collapsed backward, releasing Thorax’s head as his cock still twiched in the changeling’s throat.

Thorax recoiled quickly, his vision already beginning to blur from the lack of oxygen. His body was abuzz as the second stallion came inside him, he felt light headed from the potent combination of collecting both of the ponies love as well as having choked on a cock for the last few moments. Coughing and sputtering, with ropes of hot cum still hanging from his lips, he turned to the preoccupied Tumbleweed. “You cough cough want some big boy?” he asked wistfully, licking the jizz from his lips seductively.

“He prefers a hoofjob although I wouldn’t mind a go at that throat of yours,” Saguaro said as he watched Aces’s cock pop free, leaving the changeling’s cunt dribbling juices in its wake. “Come ‘ere,” the green pony said as he hefted Thorax up and sat his rump on the nearby table. “Now just lay back and try to enjoy yourself.”

“Excuse me,” a deep voice rumbled from beside the table.

Looking over Thorax spotted the pony with the poncho lumbering toward him, a massive crimson red stallion nearly half again larger than the others. “Oh, um, hi,” the changeling mumbled, all to aware of the situation at hand and the fact that he was coated in places with spunk.

“Name’s Tombstone,” the pony said with a nod, “I heard you mention you’re a male changeling?”

“Well, yea,” Thorax hesitantly answered. “That’s not a problem is it?” he continued anxiously.

“Oh no, not at all. It’s just that,” Tombstone scratched the back of his head and looked to the side, “I kinda prefer anal. If you wouldn’t mind that is.”

The changeling bit his lip in anticipation, ever since he’d started stealing love from Chrysalis he’d really grown fond of getting his ponut plowed. Rolling onto his back he spread his back legs, fully exposing his mare bits and soft pucker in the process. “Does this answer your question?” he cooed, his comfort level increasing dramatically at the prospect getting his ass ravaged.

The crimson stallion plodded over to the end of the table nearest Thorax’s ass, rearing up he hitched his forelegs under the changeling’s knees as a titanic red shaft slammed down against the drone’s belly. “I hope you don’t mind ‘em on the larger side,” he mumbled.

Thorax nearly swooned at the heft of the stallion’s member as it sat against his abdomen, it felt nearly as red hot as it looked and was nearly as large as Chrysalis’s royal cock. The tip of Tombstone’s stallionhood was rock hard and already leaking precum, dribbling the crystal clear nectar onto Thorax’s belly and smearing it about as the crimson pony slowly slid it back and forth. “Whenever you’re ready big guy,” the changeling hesitantly said, gulping as he watched the stallion reposition himself, pressing the blunt head of his tool against Thorax’s ass.

“Lemme just lube this up a little,” Tombstone grumbled as he smeared his rod in the slick juices which still clung to Thorax’s thighs and marehood. “There we go, now just try to relax,” he said softly as he began pressing against the changeling’s supple ponut.

Thorax winced a bit as the pressure built at his backdoor and took a breath to calm his nerves. With a sudden pop he felt the stallion enter him, his eyes fluttered as he stallion began grinding his length into the changeling’s ass. Thorax swore he could feel every vein on Tombstone’s rod as it slipped deeper and deeper into him. He sighed contentedly as he felt the stallion’s medial ring bump against his stretched hole, laying his head back against the table at how delightfully how the pony’s cock felt inside him.

“Don’t forget about me now,” Saguaro said.

Looking up Thorax noticed the green pony was positioning himself in front of the changeling’s face. Hopping up onto the table Saguaro’s meaty dick flopped against his face as the stallion’s nuts swung at its base. Almost instinctively Thorax opened his mouth and guided the green tip of the bronco’s member inside, savoring the salty pre which welled at its head.

“There’s a good boy,” Saguaro moaned as he started softly thrusting his hips, sliding his cock over the changeling’s tongue with each motion.

Thorax was in heaven, still euphoric from the first two stallions having deposited their love within him and now being spitroasted on a table like some wanton whore. Tombstone grunted quietly with each thrust, the large red stallion gradually increasing the speed of his hips as the green pony at the changeling’s other end did much the same.

“I’m sorry in advance but,” Tombstone blurted as he harshly pushed forward, driving his medial ring into Thorax’s abused ass and causing the changeling to writhe about gleefully. Continuing to bury himself inside the drone until he felt his nuts impact against Thorax’s fuzzy blue cheeks. “Now just hang on because I’m gonna give ya a good ruttin,” he groaned, starting to deep dick the hapless Thorax below.

“May as well do likewise, hold your breath darlin,” Saguaro blurted as he pumped himself deeper into Thorax’s gullet.

“Let me help too!” Tumbleweed said excitedly, leaning across the table to rub Thorax’s clit and harass the changeling’s nipples with his tongue.

Thorax’s head was spinning, the sheer sensory overload overtaking his female body was too much to bear. Stretching his neck out he yearned for more of the stallion in his throat as he simultaneously gyrated his hips and contracted his ass around Tombstone’s cock. His body was alight, blazing with passion as he was fucked at both ends by the brawny broncos. He was their toy, his body a mere tool for their pleasure and he wanted all of it. A cerulean light flickered across his frame as the changeling’s body reverted back to its original state, his fur transforming along with his teats and marehood disappearing with the latter reconfiguring to his cock which now found itself lodged in Tumbleweed’s mouth.

The tan stallion was surprised at the sudden oral intrusion but, in truth, didn’t mind all that much. There were only so many options to choose from when living in a desolate town at the edge of the badlands and, thus, the stallions there would occasionally relieve each other’s stress. Sucking on the tip of the drone’s cock Tumbleweed leaned against the table, stroking himself while pleasing Thorax and enjoying the oddly tangy flavor of changeling precum.

Both Tombstone’s and Saguaro’s motions quickened, becoming more fitful and forced as they reached their limit. Too engrossed in the task at hand to notice, or care, if their receptive partner had reverted back to his male drone state they soldiered on.

“Wooo yea! Fill ‘er up boys!” Aces shouted while wanking excitedly as the stallions ruthlessly double teamed the changeling on the table.

In unison Saguaro and Tombstone hilted themselves within Thorax, each grunting unintelligibly as they deposited their pent up loads within the eager changeling. Sweat streaked their faces as their hips convulsed and cocks throbbed violently, erupting in the warm confines in which they found themselves. Thorax himself came in Tumbleweed’s mouth who eagerly swallowed the strangely intoxicating fluid. The piquant and exotic flavor of changeling jizz hitting the back of the stallion’s throat pushed the tan pony over the edge and caused him to shoot stringy gobs of cum over the table, spattering Tombstone, Saguaro, and Thorax in the process.

The crimson and green ponies eased themselves out of Thorax after a moment, panting as they dragged their cum slick cocks out of the shamelessly broken changeling.

Thorax simply laid on the table breathing heavily, his eyes rolled into the back of his head and his mind in tatters after the exhaustive fucking he’d just recieved. Covered, and filled, by a copious amount of pony seed his thirst for love was thoroughly slaked. Rolling to his side his belly sloshed with the combined loads of four stallions. Looking up he noticed the bartender offering a glass of water, his cock dangling between his hind legs dripped cum as he’d presumably enjoyed a clop at the show.

“Here ya go little fella, it’s been a while since I’ve seen one of ya take on four at once. Consider me impressed,” Ted said with a smile. Nodding groggily Thorax used his magic to suspend the water, taking a few sips to clear the spunk from his throat.

“I’ll get ya a wash cloth,” Durango said with a grin, hopping down from his chair and trotting towards the back of the saloon.

“You need anything else? Something to eat maybe?” Tumbleweed added, licking the remnants of changeling cum from his lips.

“Wow,” Thorax gasped as he looked to the ponies, each had started to tidy the room and were being genuinely nice to him. “I didn’t know you guys would be so friendly,” he continued although his expression fell as he looked at himself, “even if I look like this.”

“Shoot it ain’t your fault,” Tombstone said tacitly, “you’re just a ‘lil fella doin his best ain’t ya. Besides, you weren’t gonna hurt any of us were ya now?”

“N...no,” the changeling stammered, “I never really wanted to hurt anybody and I get picked on a lot for it.”

“Well I don’t see why you would,” Durango firmly stated as he trotted back over with a warm washcloth in one hoof, “you seem like a mighty fine changeling and, as far as I’m concerned, you can come back to visit whenever you please.” The other stallions in the saloon nodded and voiced their agreement, each giving Thorax a warm smile.

For one of the first times in his life he was given a sliver of hope, maybe he wouldn’t have to be like all of his brother and sisters who swore by preying upon others. Maybe, just maybe, there was a better way. After cleaning up a bit he went about helping clean the saloon, righting furniture and mopping up the sticky remains of their exploits. Saying his goodbyes to the stallions he promised to return as he found their friendly disposition extraordinarily refreshing given the stark contrast of his broodmates and queen. As he flew, off back to the swarm, he felt an odd satisfaction, something more than the love which he’d gathered and even more gratifying.