//------------------------------// // 4 A Student of Lust // Story: Equestria's Fall to Lust // by pdude //------------------------------// It was a beautiful morning in Ponyville, as Princess Twilight Sparkle woke up after a great night’s rest. Today was the day she had been looking forward to, she was going to meet with Cadance for the first time in a few months. Because of all the changeling attacks, the Empire had kept her busy. She had offered to help her old babysitter, but Cadance had assured her that she and her guards had it all under control. All in all, it had been a great relief for Equestria to know that the changelings were becoming less of a threat. But by far the least understood was what the princess had chosen to do with their prisoners. There were rumors from the few allowed and still decreasing number visitors, but no other princesses or authorities had gone to see for themselves. Twilight was to be the first. “Spike!” yelled Twilight. The tired dragon came walking in as the princess was getting dressed. “I swear, these have started to grow since I became an alicorn,” she said while struggling to put on a bra. Spike was struggling to hide his boner. “Hope you’re ready to take care of the castle while I’m gone. Can’t wait to see what my brother and Cadance have been up to,” said Twilight. “Uh huh,” replied Spike who was now distracted by his fantasies. Twilight kept talking but he forgot to listen to a word she said. “Alright, that’s all Spike. I have to get going now, see you in a few days,” she finished. She said goodbye to her friends in Ponyville and got on the train to the Crystal Empire. When she arrived, she was greeted by Cadance and Shining at the station. They greeted her joyfully. Twilight hugged her brother tightly. She turned to Cadance and hugged her as well. As she did, she felt Cadance grabbing her butt. Twilight blushed and was shocked by her inappropriate actions. She pushed Cadance away from her in her shock. “Something wrong?” asked Cadance. “N-no. It’s fine,” said Twilight. Twilight thought to herself. “Let’s go to the castle, we have much catching up to do,” said Cadance as she grabbed Twilight’s hand and started walking. As they walked Cadance started talking: “So Twilight, you might’ve heard some rumors regarding how we treat the changeling prisoners. And they’re more or less true. The changelings need to be fed you see, and this was seen as the most humane way we could do this, while still treating them like prisoners.” Twilight seemed distracted, she was sure she heard something. It almost sounded like an errie moaning. As they walked she started to notice more and more crystal walls placed around the town the closer to the center they came. It seemed like something was on the other side of them. On their route though, all the walls faced away from them. She began to have her suspicions on them, but the only ideas she came up with seemed too cruel to be done by Cadance. They were getting close to the castle. Around the castle were multiple layers of wall like the ones placed around the city, but here they were structured in large circles with roads leading to the castle and crystal heart in the center of it all. As they walked in through the first layer of wall, Twilight’s fears were confirmed, every single wall in the city had a changeling hanging on it. Twilight stopped in her tacks. Shining Armor and Cadance stopped a bit further ahead when they noticed she wasn’t following. Her brother went to her and said “Twily, I know this is all new and different, but this is the best we can do for now. We’ve been searching far and wide, but all the changelings have agreed to this. They think this is the most humane way we can treat them as prisoners while still giving them their basic needs. They’re not like ponies, they have to feed on love.” “Come,” said Cadance. “I’ve prepared something special for you.” Twilight followed hesitantly as they walked through all the circles of changelings strapped on walls. As they got to the center standing in front of the crystal heart, many rows of guards came walking out of the castle. They spread around the circles, each standing in front of a changeling and then turning around saluting towards Cadance. A large mechanism went off and suddenly all the walls were laying down, allowing the changelings to relax their legs. With the walls down, all the guards were now in sight, all still saluting their leader. “You see Twilight,” said Cadance as she walked behind Twilight and started massaging her shoulders. “We’ve prepared a special event for you today.” Cadance looked up and signalled a peculiar mare wearing a skimpy version of the Crystal Empire jester uniform. She was also wearing a strap on and in her hand a flugelhorn. It was hard to tell if she was very excited for this event or very nervous. She was smiling in a weird fashion and could barely stand still. If Twilight wasn’t so weirded out by the situation, she might’ve thought the pony reminded her of Pinkie Pie, but seemingly more crazy. When the mare saw the signal, she brought up her flugelhorn and played a short cheerful tune. As she did all the guards turned back around, removed their loincloths and started fucking the changelings lying on the ground. Twilight looked around and saw the savage changelings fuck the guards just as much as they were fucked by the guards. Even with their restraints they had to consume, no matter what. Twilight watched as the guards fucked the countless changelings. She was stunned, completely unable to react to what she was seeing. The guards were very rough on the changelings, and fucked them hard and fast. The changelings seemed to enjoy this, trying to wrap their legs around the guards to better thrust them into them. This was all so wrong, but everyone seemed to enjoy it, could it really be that this was right way to deal with the changelings? The jester had long since dropped the flugelhorn and grabbed a comically looking staff instead. She was jumping joyfully around the the guards and changelings. She stopped at a couple who seemed to be fucking more gently than the rest. She pushed the guard away from her and started fucking the changeling with her strapon as if she was showing how it should be done. The jester wasn’t wearing panties herself, so there was free room for the guard start fucking her, so he did when she gave sign. Thrusting hard and fast into the jester made her fuck the changeling with just as much force. Sandwiched between the two ponies she moaned and squirmed with great exaggeration, until she fell flat on the changeling. The guard pulled out and the jester rolled off the changeling too, and the two started fucking again with much greater power. The jester kept jumping around eventually stopping at another couple. Here the changeling seemed to grabbing too hard onto the guard, he could barely move, and the changeling didn’t seem to understand that she’d have to let him go a bit if she should be able to feed on his love. The jester saw this and pointed her staff between the changeling’s breasts and pressed a button on the staff. An oily liquid poured out of it. The changeling was unfazed by this until the jester sat on her with the strap-on between her breasts. The changeling quickly began trying to suck on the strap-on through her ring gag, and by doing so she couldn’t focus her strength in her legs any longer, allowing the guard to fuck her more freely again. As he fucked her she calmed down even further. The jester began to get up when she slipped in some lube and deepthroated the changeling with the strap-on. “Oopsie,” she said laughing. She tried to get up but kept slipping in the same lube until she had humped her face a good number of times. Some guards around her were laughing too. She finally got up and jumped along. Twilight was still standing in disbelief. She suddenly felt something squishing against her back. It was the jester who had sneaked up on her and was now checking Twilight out while pushing her breasts against her. She was looking over Twilight’s shoulder while she was running her hands slowly around her stomach. Twilight began to breathe deeper and heavier. Under any other circumstances she’d have pushed her away, but here it seemed as if it would be inappropriate to do that. She had raised her arms a bit as a reflex and as she was slowly panting she looked towards Cadance to see if this was really appropriate behaviour here. Cadance was looking in their direction and gave an approving nod. She quickly realised, the nod wasn’t for her, it was for the jester who was now running her hands down her skirt and into her panties. Twilight’s breath and heartbeat was going faster and faster as the jester put her hands down her panties, and then it happened, she had reached her pussy. She was running her fingers between the lips a couple of times and pulled it out slowly again. She was now holding her hand in front of them as if they should examine it together. To Twilight’s surprise, she had gotten very wet from this ordeal. When the jester noticed she’d seen she smiled and licked her fingers clean. Twilight was still shocked and confused by all of this. Could she really be enjoying this? The jester was now starting to pull off Twilight’s clothes. She had barely noticed because she was distracted by all of this. At this point she’d had enough. Inappropriate or not, she was not going to get undressed in front of hundreds of others, including her brother and sister in law. She tried to keep her clothes on and get the hands of the jester off of her, but there was something about this mare. She was very good at what she did. She was an martial artist of taking clothes off ponies and used all of Twilight’s moves to further remove an article of clothing. Suddenly Twilight was standing completely naked covering her private parts with her arms. The jester was giggling as Twilight was looking around for her clothes, but they were nowhere to be seen. The jester looked into and showed her sleeves as if it was a magic trick she had used to make them disappear. Rarely had Twilight felt such an urge to use violence, there was nothing about the situation she was comfortable with, but everyone around her took it so lightly and if there was one thing there’d be inappropriate in the entirety of Equestria, it would be starting a fight, especially for the princess of friendship. The jester pulled the hand Twilight had used to cover her crotch and pulled her towards the crowd of guards and changelings. As they got closer and closer she resisted more and more and completely stopped a few meters from the innermost circle. The jester rolled her eyes and walked behind Twilight again, with her staff she spanked her hard once. The surprise of it made Twilight jump forwards and as she did she looked back at the jester who was following her. The jester looked at Twilight who looked back at her rather furiously at this point. She spanked again, and again, and now spanked faster and faster with lighter and lighter taps each time, as Twilight walked forward to get away from this nuisance. Suddenly she bumped into a guard who was fucking one of the changelings. Her breasts had wrapped around his head, resting on his shoulders. The jester had stopped spanking her and had now started to grope her butt while she was pressing her face against it. Before she could react properly to this, the guard had had begun massaging her breasts and then played a bit with her nipples. “Ohh, these are new,” said the guard. “Care to join us?” Twilight responded: “I’m sorry I-” As she turned around to leave she saw the jester looking her in the eyes, nodding while rubbing her face against her butt still. “I really have to..” she continued. The jester was now looking angrily at her while holding the staff she had spanked her with threateningly. Twilight gulped, she was defeated. “S-sure.” The jester had moved and Twilight covered her breasts again as she walked around the guard. She extended her other hand to greet the guard. Twilight began: “My name is Tw-” The jester had grabbed her hips and was guiding her to stand above the changeling and then made her sit down on her face. As she was closing in on her face she could feel the tongue of the changeling moving very fast trying to reach her, As the changeling started to lick her she let out a faint moan. The jester got very excited and started jumping around them. She then went down and grabbed her hips again and made Twilight sit with much more weight on the changeling’s face. So much that the changeling almost had trouble breathing, but she egarly continued licking. The jester then guided Twilight’s hands onto the breasts of the changeling. She couldn’t believe how much she was enjoying this. She had enjoyed previous sexual encounters with both men and women, but this was so much different. This was so wrong, yet so good, this kind of thing shouldn’t be allowed in Equestria, yet Twilight wanted to come here every day. She was so confused about all of this, she broke down to a simpler mind set where she could pretend this was alright. She was now moaning uncontrollably. Instead of worrying about it all, she let her basic thought processes do the work. Her curiosity, she had never been this close to a changeling before. She began massaging the breasts she were holding and when she was done she moved her hands all around the upper body of the changeling, feeling around the differences of their two species. When she was done with that she leaned forward to examine her genitalia. She couldn’t decide if the changeling’s vagina looked like a regular pony’s or if she had transformed to look like one. Her curiosity became lust as she saw the pussy in front of her get pounded over and over. As she leaned closer and closer, she could smell it. It was as if it was an aphrodisiac to her. She started licking her clit and then moved a bit further to lick the cock of the guard as he fucked the changeling. She switched between licking the two for a while until a joyful tune was heard. It was the jester who was playing the flugelhorn again. For a few seconds everyone started fucking faster than before, even the changeling licked Twilight faster and deeper than before. Then all of a sudden, between all the moaning and fucking, one by one they orgasmed. Before anyone knew it, everyone was orgasming. Even Twilight could feel the surge of love emitted from the countless orgasms and that brought her over the edge as well and made her orgasm while sitting on the face of the changeling. In the midst of all this, the crystal heart burst with light, filling the entire empire with magic. Twilight, mentally and physically exhausted from the whole ordeal, rolled over on her back. She couldn’t believe this was real, this was what had been going on in the Empire all along. While trying to regain her wits, she was disrupted by her clothes falling onto her face. She sat up and saw the jester running away grinning. She thought to herself: As she looked at her clothes she saw it was cut up and stitched together in a very skimpy fashion. “Of course, why would I expect otherwise,” Twilight said frustrated. She got dressed in her repurposed clothes. They had cut her pant legs to roughly the size of her panties and her shirt to the size of her bra, they would barely cover her underwear, if she could even find it. Instead it seemed that her underwear was replaced with a g-string and a skimpy bra that only barely covered her nipples. Her shoes were the same though, but were they given the time they probably would have replaced them too. Even though she had just been naked in front of everyone, she still didn’t like wearing such exposing clothes. As she finished tying her shoe laces she looked up, Cadance was standing there with her arm stretched out to help her up. “I’m sorry we had to be so rough on you,” said the fake princess. “There was really no other way, if we had told you this any other way, I don’t think you’d ever understand. I hope you’ll forgive me.” Twilight grabbed her hand and said: “I suppose you’re right. I still have my doubts though. Does this whole thing really have to be so.. so flashy? Can’t you give them proper jail cells and feed them love in a less demeaning way?” “I thought after all they’ve done to you, to us that you’d made them your sworn enemies?” Replied Cadance. “Of course it’s not right what they did, I just don’t think we should be as cruel to them as they were to us,” Twilight replied to Cadance. “Look around you, Twilight,” Cadance said. “Every day, the crystal heart goes off thanks to all of these changelings. The empire is more powerful than ever, and the changelings, they don’t even care either way.” Cadance walked over to the changeling that had just so vicously licked Twilight’s pussy. She looked down and put a foot on her stomach. She started moving her foot in a circular almost massaging pattern. The changeling came to her senses. “M-m-more,” The changeling whispered. “I need more love. G-give me more,” She said as she raised her voice slightly. Cadance pleaded: “You see Twilight? They don’t want freedom, or rights. They’re drones who don’t want anything but to be treated as sex crazed love toys. But as you can see, not even the entire Crystal Empire has enough love to give to satisfy them. What we’re doing is not cruelty, it’s mercy. Please, Twilight, help me spread this message. If we want to truly show mercy to the changelings, this is the only way.” “Maybe you’re right. After all this time, I just assumed they were more like us. Maybe they just are mindless drones,” Twilight replied in disbelief. Cadance nodded Twilight to her and said: “Come Twilight. I have something to show you.” Twilight followed as they entered the castle. Everything was mostly the same except for a few changelings chained on the walls and the occasional guard fucking them. They walked into a large room with a few chairs and a curtain at the end. Most of the room was newly constructed but still in the crystallic style of the rest of the castle. Next to the curtain stood a guard holding a rope ready to pull the curtain away. As they were only a couple of meters away Cadance signalled the guard to pull the curtain away. Twilight heart pounded, she was now standing face to face with the changeling Queen once again. Chrysalis was tied to the wall in chains with her legs stretched behind her head like so many of the other changelings. She also wore a gag-ball and her horn ring had had tubes coming out of it. The tubes led to the wall behind her. On the wall there were also a large array of buttons and dials. The queen looked worried as she started to struggle and made muffled sounds, though was unable to speak thanks to the gag. “She knows what’s coming, Twilight,” said Cadance. “She knows of the wrongs she’s done. She knows that you’ve come for your revenge, but we’d never stoop so low, would we? Well, it’s not really revenge is it? You just have to feed her, and I thought you’d like to have the honor today. After all, it would be cruel to let our prisoners starve.” Twilight, still on her day long emotional overdrive, had nothing left to say. After all this, she had only her old babysitter’s words, and she took them all as the truth. In her state, she was too busy figuring out the new order of everything to criticize what the pony she trusted so much was telling her to do. “By the way, Twilight,” said Cadance. “Have you heard of the Crystal Empire Changeling Magic Research Institute? It’s a program I started little while ago, those tubes and dials are the results of that so far. It’s rather crude so far, but soon we’ll be able to harness the changelings’ magic to the fullest. Let me show you.” Cadance walked over to the wall and pressed a button. Twilight was maintaining eye contact with the queen as she held her breasts and pinched her nipples. No matter how much she tried she couldn’t make Twilight realize that she was doing this to her sister in law. The tubes began to glow with a magical energy and then activated her changeling horn. Twilight was now staring herself in the eyes. The changeling had transformed into herself. “The technology is still a bit crude, right now she can only be transformed into someone she’s looking at, a picture will also do,” said Cadance as she held open a scrapbook with her friends pictures in it. “Is there perhaps one of your friends in Ponyville you’ve always wanted to have your way with?” Twilight thought a bit. She had never really considered the possibility of having her friends as sexual partners. She thought about Rainbow’s athletic body, Fluttershy’s huge breasts and Rarity’s beauty, maybe even her teacher and mentor Celestia. She shook her head and broke that train of thought. “No, I don’t want to pretend to fuck my friends as I’m feeding her,” said Twilight. “At least not this time. I want her to be herself.” “As you wish,” said Cadance and pressed another button. As the tubes started to glow again she turned back into her changeling body. “You might not want her appearance to change, but what about her body? This machine has a few more tricks up its sleeve,” Cadance added. Cadance went to a dial and started turning it, as she did the changeling’s breasts grew larger and larger. Eventually they were so big they were resting on the floor and nothing but her breasts could be seen. Cadance laughed as twilight went over to the control panel. Twilight examined the buttons, but they weren’t too well marked. Cadance went to spectate from one of the chairs. “Have fun, Twilight, I’ll be over here if you need me,” she said. Twilight turned the dial back so her breasts shrunk, but were still rather massive. Another dial controlled the size of her hips and a third her thighs. Twilight was dialing back and forth as she was so fascinated by this technology. Then she started turning on a separate dial from the others, but when she looked, nothing happened. She looked a bit and saw a switch next to the dial, as she flipped it the changeling grew a massive cock, even though it wasn’t erect it still easily reached the floor. She was about to turn the dial to make it fitting for her own size when an idea struck her. Twilight started to undress again, but she was still a bit shy about showing her body to Cadance. Cadance was watching from her chair and with a friendly smile she said: “It’s alright, Twilight, I’m the princess of love after all, there’s no reason to hide from me.” Twilight complied and went on more assertively. She walked in front of Chrysalis on the wall and looked at the distressed changeling. She looked at Cadance for reassurance and said to the changeling: “I know who you really are.” Chrysalis’ face lit up with a shimmer of hope. “You’re a monster that wants nothing good for anyone but yourself,” she continued as Chrysalis returned to her distressed state. If Cadance, trapped in Chrysalis’ body, only could tell her the truth. Twilight however was too sure of herself, she never had heard of a spell that could switch the bodies of ponies, and she’d never assume something that absurd would have happened to her sister in law, that and the fact she was still in shock of what had happened to her on this day. Nothing she did seemed to get a reaction from Twilight. “I will however show you something you’ve never known before, in hopes you can one day change for the better. I’ll show you kindness and generosity, and with this maybe one day, there’ll be hope for you too,” Twilight added. “Since I’ll be the one feeding you today,” Twilight said as she turned around and put herself between the changeling’s giant breasts. The huge cock of the changeling was kissing the floor. Twilight leaned forward and grabbed it from behind her and held it with both hands between her legs. She could feel that the mere touch made blood rush to it. She released it and it fell, but this time it was hard enough to hover above the ground. She grabbed it again and started massaging and stroking it. She started to get caught in the moment and started to move her hips to rub her pussy on the massive cock. Despite her struggles, she couldn’t keep her cock from rising from the touch of her sister-in-law’s hands and pussy. As it rose it started to put more pressure on Twilight, and finally it rose her from the ground. Twilight was now balancing on the giant erect cock that in turn held her closer to the changeling. The cock was so large it even went above Twilight’s head. As she kept rubbing her pussy on it she leaned forward and wrapped her breasts around it and started licking it as well. Chrysalis, in Cadance’s body, sitting in the chair, was getting in the mood as well, she had been masturbating for a few minutes now and decided to intervene. Twilight leaning forward had made the cock go less vertical. Cadance went over and kissed the tip of her cock and stuck her tongue in the tip of the urethra. Chrysalis came at this moment, with great power. Cadance tried to drink the flood of cum that ensued. Cum sprayed out of her mouth while her stomach was slightly expanding. The cum drenched princess grabbed Twilight and hugged her and with a kiss she gave her a mouthful of the changeling cum. Twilight struggled a bit but Cadance didn’t release her kiss until Twilight had completely swallowed it all. Cadance helped Twilight down and held her tight in a sticky hug. “You did well,” said Cadance and looked the changeling in the eyes. “You did well.” -- After a shower and an otherwise uneventful night, Twilight returned home. She was still shaken by her experience. She now knew why the Crystal Empire had been so secretive, and it was up to her to help others understand so they could all prospor from the changelings. The arguments of Cadance still went around Twilight’s head. As she sat in the train home, every time she came with an argument against using the changelings she imagined Cadance coming up with a counterargument. Maybe she didn’t want to successfully come with an argument, maybe she failed her imaginary discussions because she didn’t want to admit to herself that she actually enjoyed the sexual freedom. The train stopped at Ponyville and Twilight got out and headed home, but before she could go anywhere she was greeted by her friends who were waiting for her return. She looked at her friends shocked faces, it was at this point Twilight realized she was still wearing her very skimpy outfit, since she didn’t pack more for her one day trip. Twilight blushed, smiled and said nervously: “Uh, h-hi girls. How’s it going? Anything new?” Rarity was quickly up and close to Twilight as she asked: “Oh my, Twilight, is this what they wear in the Crystal Empire these days?” “I guess it’s a pretty popular fashion choice,” she answered. “Oh m-myy,” said Fluttershy as she hid her face as her wings stretched out. “Ah guess it helps keeping ya’ll cool when working hard,” said Applejack. “When noone’s around ah sometimes work in only mah bra,” she added as she lowered her hat to hide her embarrassment. “You know what Twilight, I like your outfit, the only way it would look better would be on my bedroom floor,” blurted Rainbow Dash. “What do you say? How about a sleepover party, just you and me?” “Ohh, a party?” Pinkie added curiously. Rainbow facepalmed. “Girls, I think I got it!” said Rarity. “My new fashion line. It’ll be Crystal Chique, hmm, or maybe Empire Elegance!” “You know what Rarity,” Twilight replied. “maybe this could help the Crystal Empire open up to the world again… Rainbow Dash?” Rainbow Dash was cupping the air with her hands around Twilight’s breasts as she stared down her cleavage. Twilight sighed and grabbed her hands and pulled them closer. Rainbow Dash was now fondling Twilight’s breasts in the middle of the train station. That’s what she thought at least, in reality Twilight had put a short term spell on Rainbow that gave her a mental image of Twilight in front of her and the feeling of her breasts in her hands. The five ponies went along laughing, knowing it would be a while till she noticed the illusion.