This is a fun one! Changeling’s are just naturally good at churning each other into cum. Really it’s all good! And for this one, I finally finished a little story I’d been writing! So that’s here too.

Content warning for some mean language and a not very nice predator! As well as some creative liberties with changeling hierarchy.

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The cellar door swung shut with a muted ‘clack’ as the natural light was completely cut off. Now the only illumination was the dim glow of the row of large green cocoons stacked along the brick wall off to the side and a few smaller pods scattered about with the occasional animal slumbering inside. Not that it mattered much to Phasmid as his disguise burned away in a wave of emerald fire to reveal his natural matte black and glossy blue shell. His solid cyan eyes traveled over the corners of the cellar, his ears flicked as a small clank drew his attention to the only other active creature in the secluded room. A pair of flanks was sticking out from a large wooden crate of hive knows what. The arriving ‘ling could only buzz his wings lightly to get his attention.

“Mantis, stop messing around and get your ass over here.” The buzzing voice of Phasmid droned out, tinged with frustration as he let out a sigh and trudged over to collapse into his temporary nest. The plush resin cushions shifted around his form as the stress from the day began to drain from his body.

A clunk of shifting equipment rung from the box as a nearly identical changeling pulled away and stood up straighter, shooting his partner an annoyed look. “What is it now? I’ve already cleaned the whole room twice, and there hasn’t been more than a twitch from the prey.” Mantis highlighted his words by giving two heavy thuds with his hoof against the nearest cocoon, the liquid inside rippling around the suspended earth pony. Despite the hits, the captive stallion didn’t move a muscle.

Phasmid covered his face with a hole-y hoof, suppressing a sigh. “Nothing. I’ve just… gah! Pharynx is being more of a dick than usual!” He complained, his gossamer wings giving an extra flicker against his elytra. “He‘s been riding my ass all week just because I tried to show the runt where he’s going to end up if he doesn’t start pulling his weight!”

The muffled sound of almost silent steps grew close as Mantis strolled over. “When are you going to learn? I’m surprised the captain hasn’t just crammed you down his throat with those stunts you pull on Thorax. You know how protective he gets. I’ve seen him do it too, so consider yourself lucky you aren’t extra padding on his ass for the Queen to ogle all day.” Mantis warned, flopping down on his front nearby with his head tilted to look at his idiot teammate. “You should just give it a rest, Pharynx’ll get tired of you eventually and he’ll go back to trying to force his brother into some kind of shape. It’s your constant stalking that keeps him on you so much.”

Phasmid scoffed, rolling over until he was looking up at the ceiling with his side pressed up against Mantis’s. He raised his hooves in the air, gesturing wildly as he spoke. “I’m not stalking him! I just… Rrrgh! He just walks around the hive, thinking he’s sooo special just because he was hatched a noble and has those ‘special’ colors! Even though he’s got to be the worst changeling anyling’s ever seen! He’s soft, and it gets to me okay?!” He growled out, turning his head to give a sharp glare to Mantis.

Said bug just shot him back a smirk. “He’s soft, is he? Curvy in all the right ways?~ You want the noble’s number one laughing stock rubbing up underneath you?” Mantis taunted, his grin only widening as he saw Phasmid’s eyes going wide. “He does have one of the best butts in the hive~”

“Shut it, will you?!” Phasmid grunted, giving Mantis a rough shove. Despite it he couldn’t shake the growing blush or the tinge of embarrassment flooding the air around him. Or the lust. The only option was to defend himself. “And why shouldn’t I? If he wants to be a sniveling runt, he could at least be useful and let me pound him into the floor. He’d be better suited as a breeding mount than as a soldier.” He hissed into the air, trying to calm himself so that the tingling between his legs didn’t continue to grow without his permission.

It seemed Mantis wasn’t about to let this go, his forked tongue flickering between his sharp fangs as he leans closer. “Oh yeah? You want to stretch him out on your cock?~ Keep him all to yourself?~ You know he could order you to be his servant if he really wanted to. Pharynx would love that, and the Queen would think it’s hilarious until Thorax messes up again and she takes you herself.~” The mischievous grin only widened as the spike of lust in the air grew thicker, along with something else. “But I bet that’s what you really want, isn’t it?” His voice grew more confident with every word. “You want to push him until the wimpiest bug in the hive is rearranging your insides and flooding your pussy until you can’t even walk~”

Phasmid shut him up with a hiss, lurching sideways into a makeshift tackle into Mantis’ body. The surprised ‘ling could only yelp, beginning to squirm as he tumbled over onto his back. Before he could get up and retaliate, his limbs were being held down and he was forced to look up into the cyan eyes of his irritated partner. Phasmid was breathing heavily, looming over his fellow soldier with a fang filled frown. “Come on, you know you don’t have to rile me up!” He grunted, the tingling between his legs becoming impossible to ignore as his thick cock throbbed between the two of them. “I was already stressed out, if you wanted me to pound you through the floor you just had to ask!” Phasmid glared down at the tease.

Mantis shot his own glare back up, straining to try and free his hooves. His thin wings buzzed uselessly against the floor as he was thoroughly pinned down. After a few more grunts of strain, he went limp on the floor. He met those annoyed eyes… and let his smirk float right back onto his features. “Maybe I just like it when you get more rough with me?~ You know I can’t resist pressing your buttons, you make it so easy!” He stuck the tips of his tongue out, flicking it once as he felt his own shaft sliding free of its sheath. As it pressed up against Phasmid’s length, he could feel the shudder going down it and the first drops of pre dripping onto his carapace.

Phasmid just rolled his eyes, huffing a hot breath of air out his nostrils as he lets the weight of the last few days melt off of him as his head hung down. Leaning forward, he couldn’t help his own smirk as his long tongue dragged over Mantis’ cheek in a more than friendly lick. “Mrrr, if you want me to be real rough… why don’t you turn into Thorax so I can show you just how I’ll use that runt when I get my hooves on him.~” He whispered huskily, slowly swaying his rump to make his plush orbs and shaft swing gently from side to side. The room was swiftly filling with the heavy scent of changeling lust as the duo grew more and more intimate.

Mantis smirked wider, his sharp horn glowing for just a moment before his being was engulfed in green flames. And as swift as they appeared they vanished, leaving a new changeling beneath Phasmid’s hooves. A cute face twisted in a way that the real Thorax would have to work to pull off stared back up. His colors were just a slightly brighter blue, with a different hole pattern to differentiate the new shape. His slim physique rounded out to a cute pair of flanks that had encouraged almost as much attention as his meek demeanor. And like a switch, ‘Thorax’s’ expression shifted into wide eyed surprise. “W-What are you doing? J-Just let me go, please!” He stuttered out, his voice buzzing with extra strength as he shook lightly under the larger changeling.

Phasmid had to hold back a snicker at the acting, but he had to admit it was a decent job. He might have believed it if he didn’t spend so long with the runt. Still, even the thoughts running through his head were enough to make his thick cock throb with need and drip even more precum down onto the curvy bug beneath him. He could play along.~ “Why would I do that? I finally have your scrawny ass all to myself. Your brother isn’t going to get in my way this time.” He leaned in close, fangs bared in a wicked grin, his tongue flicking out to tickle to bottom of ‘Thorax’s’ muzzle.

Thorax let out a small eep, muffled by his clenched jaw as he shivered slightly underneath the seemingly invincible bully. “I-I… Please I’ll- Just don’t hurt me! I’ll do anything!” He begged, almost whimpering as he looked up with his big innocent eyes.

Phasmid released a hoof, just so that he could use his own to rub slowly against Thorax’s cheek. “Don’t worry. I won’t have to hurt you… too much.~ I just need you to take that cute face you love so much…” His hoof curled back to play with the frill on the back of the smaller predator’s head. Slowly Phasmid guided him down lower, his heavy shaft coming into clear view just inches from the submissive snout. “…And kiss the inside of my dick!” He growled out aggressively, his hold growing firm as he placed his hoof on the back of Thorax’s head and rammed him down with a heavy grunt. He timed the motion with a thrust, the head of his barrel like shaft slamming into Thorax before he even had time to make a confused noise. Before his swiftly panicking eyes, the disguised ling watched and felt as the tip of the flared length gaped wide to squelch hotly over his muzzle. In moments his entire field of view was blocked with pulsing flesh as the scent of musk flooded his sensitive sense of smell.

The force of the impact sent Thorax’s mind spinning, unable to comprehend in the first precious seconds. Before he even had time to recover and pull back, the walls of that tight tunnel tensed up and crawled over his features. He couldn’t catch his breath, the slicked walls drenched him in fluids as he only now started to squirm and try to pull back. A firm hoof prevented any escape. Phasmid quickly began to grunt as his hips pulled back before slamming forward to swallow up even the horn on his head.

Phasmid hissed with delight, the feeling of his shaft stretching over it’s prey always driving him wild as he began to fuck his partner’s face deeper and deeper into the tunnel of his ravenous dick. “FFFFffuck yeah~ Get inside me! I want to feel you squirm!~” He growled, clenching his eyes tight as he felt his cumstain of a toy began to let out muffled yells. Each movement and noise sent vibrations of ecstasy through his core, driving him even more wild as inches at a time were swallowed up into his bulging shaft. Soon his length would be pressing up to his snack’s chest, spreading even wider as weakly kicking limbs were held down and reduced to bumps that sent even more thrills through the devious shapeshifter.

Thorax, or rather Mantis, was thoroughly held. His front half was completely encased and the enthralling scent of sex continued to work its way into his brain even as he kicked his remaining legs out. His wings were useless as the thin membranes were folded down and slurped inside with the rest of him. The only things his legs accomplished was shifting his body around until he was lined up perfectly straight for his former partner turned predator. And ahead of him, he could hear it. There was an audible sloshing of heavy seed splashing around in well fed and plump orbs, practically groaning with a base need to melt down any unfortunate preything sent inside. And it only grew louder by the second as his face traveled down towards that churning sack.

Phasmid moaned loudly, his voice reaching his cock bulge’s ears as he brought a hoof up to his length to rub over those constrained features and help shove them down towards his balls. “Mmmrrrgh~ By the Hive I really needed this.~ It’s been too long!~” He teased, grinning before beating his wings and falling backwards. The motion pulled his cock upright and brought the remainder of Mantis that was still outside into a diving position. Swiftly those curvy flanks that everyone admired on Thorax were bulging out the tip of that shaft.

But with the final hurdle out of the way, there was nothing to halt the powerful tugs along Mantis’ body. The rhythmic pulsing rapidly chugged him down, his face pressing into the tight entrance until it squeezed through. Immediately he was dunked in the white batter as his features were splashed into the pool. The new chamber wasn’t nearly as tight, but as more and more of his form practically fell inside it quickly became cramped as he was forced to curl inwards even as he struggled for breath above the surface. The virile cum stuck to his very being, staining his black chitin white in moments and in ways that would never come out. Luckily for him it wouldn’t be a problem.

Phasmid grinned drunkenly, his long tongue reaching out as his hooves angled his shaft down to be easier to reach. With a greedy chuckle, he gave his partner a final slurp over his legs. “Mmm~ Get your fat ass in my balls Runt!” The bug called out, and with a groan of blind pleasure and a heavy shove he swallowed the last inches of his cocksnack’s hole-filled hooves. The bulges quickly slid down his shaft, Phasmid taking a moment to move his own limbs to feel every descending movement until those twitching limbs vanished permanently into his now massive balls.

The weight settled quickly, announced with a loud sloshing sound from deep within Phasmid’s cumtanks. He could feel every movement of his prey, each stretch and kick trying to right themself as the walls squeezed and clenched over their rapidly softening shell. “Rrraaah~ Can you feel it?” Phasmid huffed out, looking down past his throbbing cock towards that shifting sack. “My balls need you, I need you! I’m going to melt every inch of your body until not even the Queen could tell what you were!~” He stamped the statement by drawing up his rear hooves and pushing them into that thrashing pair of orbs. His weight pressed the slowly rounding shape around, forcing them against the walls and reducing Mantis’ resistance with every press.

Said preything was quickly losing every ounce of strength he had stored up. Every motion and press was felt surging through his entire body. His entire world was taken up by the sounds of his own sloshing demise and the words of his smug predator. And the high heat was working with the walls to massage out every complaint he tried to formulate. He could feel it, the numbing buzz of pleasure as his thin wings and frills were the first to melt. The sexual energies flowed around him, into him, and out of him directly into the hungry changeling that had eaten him so salaciously. He was reduced to laying on his back, mind abuzz with the glow of pleasure as he was destroyed.

Phasmid huffed, letting his body take its time on his former partner. Slowly he shifted himself over, dragging his sack around until he could finally stand up with the mostly liquid bug pinned between his legs. He looked back, grinning as he gave a thrust down to tease the snack just a bit more with his weight. “You know, I’d love to say you’re all mine but-“ He was cut off as a knock came to the door to the cellar. Looking up, his grin only grew wider. “My next bit of fun has already arrived.”

Sauntering to the door with only minimal extra effort to account for the extra passenger, he threw it open after only a passing taste of the air to confirm who was on the other side. “Well well, what brings you here?~” He crooned out, tilting his head and bringing his front hoof up to his chin in mock thought.

Thorax stood on the other end, wide eyed with his ears pinned back at the quick greeting. “I-I thought you said we were meeting here?” He stuttered out, glancing around and giving an anxious buzz of his wings.

Phasmid had to fight the urge to facehoof, but he settled for just rolling his eyes and letting out a light hearted chuckle. “Hive, you need to learn to read sarcasm better. Come here already!” He reached forward, hooking his hoof around the shy bug’s neck and dragging him forward. With just a quick motion Phasmid planted his muzzle right into Thorax’s, humming to himself as he felt the flow of love grow stronger. His other ‘partner’ leaned in, closing his eyes before finally pushing of with a bright chuckle.

“S-Sorry! I just thought I did something wrong. I’ll do better next time.” Thorax’s fanged smile couldn’t get brighter as he rubbed the back of his head sheepishly. “So uh… Why did you want to meet out here anyway?”

Phasmid lowers his eyelids into a smirk, swinging his hips to highlight the nearly uniform slosh of his full sack. He practically drank in the shock on the other changeling’s face as the situation settled in. “I have a present for you. So you better get your cute butt down here so I can fill you up properly with freshly churned changeling cum~”

Thorax felt his breath catch in his throat, freezing in place as he took in every detail from the plush balls to the scent of sex in the air. Finally getting back the ability to breath, he huffed once before stuttering in disbelief.

“A-Again?!”

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