Helios surveyed his realm, soaring over its golden fields.

The plane of Elysion

appeared tranquil beneath the guardian's gleaming silver wings, its meadows at
peace. His heart told him otherwise, however. He had been meditating in private
when he sensed a breach into this sacred place. The feeling had passed as quickly
as it had risen, but he knew that could only mean the intruder had sealed their
entry behind them the instant they had arrived.

'Who could it be, then?' He wondered. 'The Prince would have arrived through the
remains of the Palace if he needed to see me, as would any of her Highness's
guardians. That could only mean an inturder, or an accidental entry, but the
chances of that are very small.'

As he flew farther away from the palace ruins, he spotted a figure standing alone
in an open field of grass and flowers. Steadying his wings, he began spiraling down
toward the intruder. He let out a loud whinnying warning and kicked with the
forelegs of his equine body.

The figure turned, and the pegasus couldn't believe what his red eyes showed him!
It was a tall, busty woman, wearing no clothes whatsoever! She had flawless mocha
skin, light pink nipples, and white hair teased into spikes. Her eyes were closed,
and there was a serene expression on her face.

Pegasus opened his mind to her as he came down for a landing, offering a psychic
link so they could communicate. Before he could demand an explanation of her
identity and purpose, the woman opened her eyes and smiled at him. He couldn't
understand why, but looking into those gentle green eyes dispelled all his
apprehensions about her.

"Well now," she said appreciatively, licking her lips as she eyed his frame. "A
proud, strong stallion come to greet me. Hello, guardian." Her voice was like honey
in his ears. Helios found it harder to think clearly with every word. He needed to
get her out of this realm! She didn't belong here, she...

What was it he needed to do? The guardian shook his head in confusion and
whickered, the sun's light glinting off his golden horn. When the woman began
walking towards him, Pegasus noticed that she wasn't entirely naked. Beaded
ornaments adorned her neck, arms, and wrists. One band on her right bicep had the
word MISTRESS stamped on a golden plate. He went to take a step back, but found his
legs wouldn't move.

"There, there," she cooed in a soothing voice that took all his fears away. "Hush.
Everything is gonna be just fine."

She touched a hand to the front of his head, tracing her long-nailed fingers along
the fine white fur of his muzzle. Her touch sent an electric thrill throughout his
body and Pegasus found himself pushing his head into her hand. The woman smiled and
licked her lips, guiding the horse's head to her breasts in a gentle embrace. Her
scent filled his nose and Helios could feel his thoughts melting away as heat began
to burn in his loins. Almost instantly, he felt his cock sliding out from its
sheath as it became erect. He'd never been aroused in this form before, but he
found that he liked it a lot. He snorted loudly and nuzzled his head against the
womans breasts more, eager to feel more of her, to absorb her wonderful scent.

"Mmmmm, that's a good boy..." the woman purred as he flicked his tongue out over
her nipple, tasting her. She giggled quietly as his dexterous lips tickled her
skin. She ran her hand along his mane and leaned into him, pressing his long head
between her ample tits.

Helios wasn't sure how to react. His mind was filled with conflicting, alien
feelings. He stood rooted to the spot as the woman dropped down onto her knees and
crawled beneath him. He felt her soft hands gripping his enormous cock, sliding up
and down the thick, velvety length as if she'd done it a thousand times.

He let out a whinny at the sensation, snorting loudly as the woman perched on her
knees and guided his length between her fat tits. Warm softness engulfed the shaft,
and a tiny wet tongue swabbed at the flared head. His cock twitched slightly as he
felt something he never imagined he'd experience.

Lust.

Raw, primal, animal lust! He wanted this woman, all the horse could think of was
burying his huge length into the womans tight depths. The wrongness of it didn't
even occur to him as he reared up and let out a loud whinnying cry. Beneath him,
the woman laughed.

"My my, you poor thing, it must have been forever since your last mare." she said
as she got up and headed for the treeline. In his blind animal need, he followed,
and saw where it was she was taking him. Not too far ahead lay an old fallen tree,
it had been massive at one time, but now it rested on its side at the edge of the
forest, and it was perfect for what they needed. Panting slightly, the woman moved
to lean against the tree, sticking her ass out for him as Pegasus reared up over
her and rested his forelegs against the trunk. The thick, hot length of his cock
rested against her chocolate colored asscheeks for a moment before the woman
repositioned herself, pressing the flat head against her cunt. Panting in raw
lust, Pegasus lauched foward, plunging his shaft into the woman with a wet
squishing sound!

"Ahhhh, yesssss!!!" the woman howled, pushing herself back against the beastly
cock, her stomach tenting with his length as the white winged horse began thrusting
into her. "Oooaaahhh... sooo biiig...." the woman groaned, rolling her hips
against the horses thrusts. Womanly juices gushed from her hole, coating his cock
and making every plunge just a little easier until the arm length horse cock
pumped back and forth like a well lubed piston.

'Yessss... goood... feels so goood!!' Pegasus spoke into the womans mind, 'Mate
you, breed, fuck...mare...' his words reflected the only coherent thoughts he could
form as he relished the sensations of his cock slamming balls deep into the panting
woman beneath him.

"Yes!! Breed me, breed your mare!!!!" the woman howled, drool dripped from her
panting lips as she screamed in orgasm over and over. Her tight cunt clenched
around the horses cock, squeezing every thick inch as if pounded in and out.
Pegasus whinnied and slammed his entire length into the woman as he felt something
surge through his body like lightning. The sensation started from his loins and
went to his head and back again as thick white cum shot out from his cock, flooding
the womans womb and gushing back out around his cock. The sheer ecstasy of it was
unlike anything the guardian had felt before.

But it wasn't enough!

Whinnying again, the white Pegasus began thrusting his cock again, his length
making loud wet sucking noises as it pumped back and forth once more. 'Mare,
breed, mate, fuck....' he thought at her.

Beneath the horse, the woman laughed and moaned in pleasure, "That's right, breed
me, breed every woman you can force this wonderful thing into! Join us, and all
the women of the world will be your mares!"
'YES!!!!!' Pegasus agreed, a new surge of cum pumping into the womans body. He
didn't even feel his body begin to change at that one word. He didn't see the way
the golden horn on his head began to blacken slightly as his form shifted. His
forehooves seemed to melt and reshape into a pair of four fingered and clawed
hands, his chest widened and arms repositioned to a more humanoid torso. Next his
hips and legs changed, morphing into a bipedal design, though the knees were still
reversed and his feet remained as a pair of massive hooves. All of this went
unnoticed by Pegasus even as he used his new body to grip the womans arms and lift
her up as though she were a rubber doll and begin pumping his still insanely large
horsecock up into her cum bloated womb!

Grunting and groaning in pleasure, the woman used her feet to grip the horsemans
hips awkwardly, providing some stability to his motions. The world around them
then began to blur and Pegasus barely noted the familiar sense of displacement as
they were teleported somewhere else. He didn't care though as he unleashed yet
another rush of cum into his mare.

"Uhhhnnn... I....nuuuuggh...brought him.....fuuuuck... Mistress....." the woman

grunted and moaned.

"So I see." replied a sultry voice, "Mistress Chibi-Moon, if I recall, he's a

friend of yours, is he not?"

"Yes Mistress," replied another voice, one that was slightly familiar to the
horseman. "Mmmm, I wonder if that'll fit me?"

"Oh, I'm sure you'll get used to it." the sultry voiced woman replied, then
laughed.

***