Serenity's Paradise

Shining Star was looking around the ballroom, she really didn't like seeing so many ponies but she was there to support the others. Cadance, Luna, Celestia and Twilight were all there at Goldflower's party. They all had on fancy dresses and everyone was mingling.

Twilight looked over at Shining Star who was clearly a nervous wreck and spoke softly to her. “Your doing great Shining Star, you don't need to be so nervous with us around”

“I'm just worried Twilight...it all seems so...pointless for me being here, they have all of you, I mean I've been here the whole time and I've shaken hooves with no pony” Shining Star admitted. “Is there something wrong with me?”

“Of course not Shining Star, your a princess just like us, their just not used to you yet that's all” Twilight explained.

“I guess your right, well I mean of course your right. Your Twilight Sparkle the greatest hero of our time” Shining Star smiled at her feeling better.

“I'm no hero, I'm just a mare looking out for my friends” Twilight admitted. She never cared for that title but she was happy to help in anyway she could.

Luna looked over at Celestia who was giving her a look of disappointment. “Is something wrong sister?”

“It's about what you and Shining Star did while I was with Fluttershy....you still haven't talked about it” Celestia pointed out.

“I told you dear sister, that's private. I didn't ask you about what you did with Fluttershy, and you know I didn't hurt her in anyway” Luna said with a sigh. She had been getting the eye from Celestia for awhile now. She understood why of course. But it was a little annoying.

“Right...sorry Luna, I just worry” Celestia explained feeling bad for harping on her sister like that.

“Don't worry about it Sister, I would be too if I were a mother” Luna nudged her with her flank. “And after this we should visit Fluttershy once again”

“I agree my dear sister. I agree” Celestia giggled to herself. The event was pretty boring to be honest and they wanted to get out of there and do something fun.

Meanwhile around a cave somewhere nearby the queen of the changelings was looking over a pool of water, she could see the lights coming from the manor off in the distance. She hated the fact she and her people were stuck in some dirty cave while the ponies got to run around and play like it was nothing.

She kicked a small stone into the pool of water making it ripple, the ripple however suddenly froze and the water turned into what looked like a mirror. Two figures floated up to the surface and stood on the glass like water. They appeared to be alicorns but there was something off about them.

“What the?” Chrysalis looked at them backing up unsure what they were.

The white girl looked over at her and smiled. “A Changeling? I haven't seen one of those in a long time, right sister?” Serenity asked adjusting her hood on her cloak.

“It's been so long sis~ I can't wait to play with her~” Paradise liked her lips hungrily at Chrysalis.

“What are you?” Chrysalis asked looking worried now.

“Forgive my sister, she's the princess of fertility and doesn't know how to keep her skirt on. My name is Serenity and this is Paradise, we're alicorns” Serenity explained to the bug queen. “I couldn't help but notice you live in a cave. Why is such a powerful queen like yourself living in such a way?”

“Hmph! It's thanks to your kind that my people were driven away from their home and we had to go into hiding. If I had even half the the power I did before with Cadance's love I would have taken over Equestria long ago!”

“Come on sister, let me take her, just a couple minutes!?” Paradise begged her older sister.

“No Paradise, we're here to offer our help to the queen remember?” Serenity said smiling at her sister gently.

“Help me?” Chrysalis asked confused.

“That's right, what would you do if I said we could give you all that power you wish you had and more?” Serenity spoke like an angel making it hard to ignore. Something in Chrysalis felt allured to accept her offer even though she hadn't really given it much thought.

“Why would you give me such power? What's in it for you?” Chrysalis asked trying to wrap her head around everything. “And if I had such power..I'd take over Equestria and make the ponies my slaves”

“Good answer” Serenity said before looking at her sister and Paradise made a vial full of pink liquid appear with her magic and handed it over to Chrysalis. “If you want to take over this world and make it your own, all you have to do is drink this, all we ask for in return is a good show”

“And we want to have sex with ANY pony we choose, right sis!?” Paradise was drooling on the spot looking forward to all the fun she had planned.

Chrysalis looked at the vial and then at the sisters. “You two are trouble...your not just alicorns...something more, but I won't turn down a chance to get even with those ponies...but I have a feeling you knew that”

Serenity grinned as Chrysalis drank the the pink liquid, she was glad that the queen of the changelings wasn't a complete fool, her plans were coming along nicely and she just barely got out of limbo.

“Sis, I really really need a good lay, can't we look around and play with whatever we find? I'm so horny I could have sex with anything~” Paradise said humping he air.

Serenity let out a sigh knowing that Paradise wasn't going to stop until she got what she wanted. “I don't really want to miss the show my sweet sister, but you go ahead and have fun”

“Yay! Your the best sister ever!” Paradise jumped up and ran away towards who knows where.

Serenity used her magic to create an orb that was green and as soon as Chryalis finished the drink she handed it to her. “This little thing will improve your army ten fold. They won't even know what hit them”

Chrysalis smiled evilly at this and the orb floated to the sky and with a shock wave around the cave suddenly all her minions were empowered. “Haha...hahaha....hahahaha!!”

Serenity watched as Chrysalis flew into the air and laughed turning to her fellow changelings. “Listen up everyone, it's time for a new era! An Era of changelings!”

They all cheered and followed their queen out of the cave, Serenity knew things would be very fun now and had to watch. She felt her heart racing for the first time in millions of years. She truly felt excited.

Meanwhile Paradise was humming along as she skipped down the road to Ponyville, it wasn't very far from where they were. She honestly questioned why they needed a train for something that was walking distance. It was just plain lazy.

Paradise stopped as she walked into a clearing, she saw Sweetie Belle trying to practice her magic and she found it just adorable. She walked over to the filly and could smell her innocent aroma. “Hello dear~”

“Huh?” Sweetie Belle looked up to the stranger and noticed her horn and wings. “Whoa...are you a princess?”

“That's right little one, I'm the princess of fertility. You can call me Paradise~” Paradise got really close to her.

“I don't even know what that is, sounds weird” Sweetie Belle said looking at her confused. “And I've never seen wings like that before”

“You like?” Paradise asked turning around and flapping her butterfly wings gently for the little filly to see them.

“Their so pretty! The prettiest wings ever!” Sweetie Belle watched in amazement.

“Thank you Sweetie, what's your name?” Paradise giggled at the compliment.

“My name is Sweetie Belle, so what are you doing here in Ponyville?” Sweetie Belle asked.

“I'm looking to play a game Sweetie Belle, an adult game. Do you know where the adults are?” Paradise asked turning back to her.

“Their all in town, and if it's a game can I play?” Sweetie Belle was looking for a reason to not be so bored and a game was just the ticket.

Paradise didn't have an moral code or anything like that, she didn't care at all if she bucked an adult or a child, her lust had been building up for eons so she wasn't going to go easy on any pony. “Oh don't worry Sweetie, I've already planed for you to be in the game~”

“Oh yay! What game is it anyway?” Sweetie Belle asked getting excited.

“It's called sex~” Paradise cooed as she picked up Sweetie Belle and put her on the nearby park table.

“What is sex?” Sweetie Belle asked more confused.

“You don't have to worry about it Sweetie Belle. Just relax~” Paradise said leaning in wanting to taste the filly when she heard someone run up behind her.

“You! Get your hands off my sister you sicko!” Paradise turned to see Rarity running up panting a little from running so much.

Paradise rolled her eyes at this, she was so close to having the filly but of course the older sister comes running to the rescue. “Man that is cliché, fine then”

Paradise created a collar and chains with her magic and the collar wrapped around Sweetie Belle's neck and the chains stabbed into the ground and locked in place. This made Sweetie Belle freak out. “Sis!? What's going on!?”

“I don't know who you are, but nobody touches my sister like that. I don't care what you are!” Rarity said glaring at Paradise.

The goddess floated into the air and laughed. “It's been so long since I fought, oh this will be fun~”

Rarity used her magic to create a beam of light that shot at Paradise, Paradise just held out her hand and the beam was blocked with ease. “What!?”

“Oh please, a little beam like that can't even tickle me, my turn!” Paradise then flapped her wings creating a gust of wind and a magical pollen fell from her wings and stunned Rarity.

“Ugh! Why can't I move?” Rarity tried to move but it was really hard like her skin was like stone.

“It's just a little bit of magic dust, if you can't even block against that your not much of a fight” Paradise said floating over to her and started to feel her skin. “Oohh~ your skin is nice”

“Ew! Don't touch me!” Rarity growled at her, her horn then glowed and a cloud above them rained down on her making Paradise jump back, the water got all the pollen off her and she used her magic to lift a large rock and throw it at her.

“Good one sis!” Sweetie Belle said happily.

Paradise was too horny to keep fighting like this, she didn't want to battle but this girl was really making it annoying. Paradise jumped out of the way of the large rock and teleported behind her. “Good try”

Paradise then grabbed into Rarity's shirt and with a quick movement ripped it off of her. Rarity looked down and quickly covered herself, she was blushing a deep red, luckily she had her bra on still. “You brute!”

“Wow look at those babies~” Paradise whistled as she stared at Rarity's chest. “Your big!”

“Enough of this!” Rarity used her magic to shoot at The alicorn.

Paradise created a shield and with a pulse of magic she hit Rarity into the air. With a quick dash she grabbed onto her skirt and ripped it off making Rarity only in her underwear. “Ahh!”

The Alicorn then used her magic to create a stockade around Rarity's neck and wrists, making her top half to heavy and she fell onto her back. “What the!?”

Paradise then created a ring and sat on top of Rarity, she then slipped the ring onto her horn and all of Rarity's magic stopped flowing so she couldn't use it anymore. “Let me go!”

“But the fun just started~” Paradise said snapping her fingers and her own clothes vanished and reappeared on the table.

“Don't hurt my sister!” Sweetie Belle cried out. “Please!”

Paradise ignored the cries of the child and ripped off Rarity's bra and panties exposing her rather large tits and crotch to her. “Oh that looks nice~”

“Stop it!” Rarity struggled under the alicorn. “Stop!”

“Nope!” Paradise then used her magic to make more chains that wrapped around Rarity's legs and forced them apart, Paradise stood up and looked over the exposed Rarity. She started to feel her own breasts in excitement. “Oh I want you~”

She then sat right between her legs and their pussies met. This made Rarity quite scared. “Please don't!”

“Too late!” Paradise said connecting their pussies and started to grind against her in a slow motion at first. She wanted to make this last.

“No! Stop that! It's so gross!” Rarity felt Paradise's wet pussy grind against her pussy causing jolts of pleasure to go through her body.

“Rarity! You monster stop it!” Sweetie Belle shouted but it was too late for her to do anything.

Paradise moaned in bliss as she rubbed her pussy against the white unicorn's privates. She was gushing wet already from just how excited she was. She moved her hips faster making sure Rarity's pussy was wet from her juices and then cast a spell giving herself a stallion cock that was rather large. A spell like that was easy for someone like her.

Rarity couldn't see what was going on due to the stockade around her neck. “What are you doing!?”

“I'm going to buck you~” Paradise said changing position so she was right on top of her, she didn't even bother teasing her as she thrusts the huge member into her pussy. Rarity wasn't a virgin by any means but she had never taken something so large before which made Rarity cry out in pain.

“Ahhhh!! Nooo!!” Rarity cried out feeling the girth stretch her tight pussy. “Please stop!!”

“It's been so long since I bucked a girl like this, let's not leave your sister out of this pleasure~” Paradise moaned as she started to thrust in and out of Rarity's pussy that was bleeding now due to being stretched so much.

“Sweetie Belle!? Nooo!! Have your way with me if you want, but please don't do anything to her!! I beg you!” Rarity cried out and bit her lower lip in pain.

“Sorry I don't follow anyone's orders by my sister's” Paradise said casting another spell. Suddenly tentacles shot out of the ground around Sweetie Belle and they started to move around her and remove her clothes.

Sweetie Belle's eyes grew as the tentacles removed all her clothes. “Ahhh! Rarity help me!!”

Paradise went back to thrusting into Rarity's pussy making Rarity's crotch stretch each time she thrusts in. the pleasure was overwhelming Paradise's senses as she wanted even more now.

The tentacles started to rub Sweetie Belle's underdeveloped pussy and her flat chest. “Eww! I don't want this! Make it stop!”

A tentacle unsheathed like a foreskin revealing a thick cock as it started to rub against her pussy, two more tentacles wrapped themselves around her nipples and started to tug on them gently. Then more tentacles went behind her and slapped her butt cheeks. “Ow! Hey!”

The larger tentacle then began to push into her virgin pussy and with one strong thrust went straight into her pussy breaking through her young hymn making her scream in pain. “Ahhhhh!!! It hurts!!”

The tentacle thrust in and out of her not caring if she was in pain or not, blood slowly dripping from her pussy onto the table she was chained upon. The tentacles on her chest played with her small nipples as the tentacles behind her slapped her butt more.

Sweetie Belle cried out even more as Paradise kept thrusting into her prey, Rarity was in tears now hearing her sister scream in pain as she was a victim of those tentacles. She felt useless and couldn't do a thing to help her. Paradise felt her member pulse as she wanted to hit her orgasm as soon as she could.

“Sweetie Belle! Stay strong!” Rarity cried out in pain as Paradise kept up the pace, each thrust hurt more then the last and she could feel her member go into her womb and stretched it with the size of her cock. “Ahhhh!!”

“Ahh~ It feels so good!” Paradise moaned in bliss as she felt herself wanting to cum. She picked up the pace of her thrusting making Rarity feel the pain but it was unusually starting to feel good for her, she did her best to struggle but she couldn't even move.

Rarity did her best to ignore what was happening to her and looked over at Sweetie Belle, she wanted to reach out to her but she couldn't. Sweetie Belle was still bleeding on the table as the tentacles played and bucked her deep. The large tentacle going deep into her pussy coated in Sweetie Belle's juices. One of the tentacles on her nipples moved up and unsheathed itself thrusting onto her little mouth and the tentacles behind her slapped her bum more. “Mmmm!!”

Paradise felt herself going over the edge and cried out in bliss as she hit her orgasm and her hot seed exploded into Rarity's womb filling her rather fast. “Ahhhhh! Ahhh! Ahhh!”

“Nooooo!! Don't cum inside!” Rarity cried out knowing it was too late as she felt the hot seed flow into her. “Ahhh!!”

Paradise held her cock in her for her entire orgasm and moaned. She pulled out of her dripping semen on Rarity's crotch as she felt her own breasts. “Haaaa~ I missed this feeling of bliss~”

Rarity was in tears feeling the hot mess between her legs slowly ooze out of her. She couldn't even speak with all the pain she was feeling. Her whole body was in pain and Paradise moved back on top of her seeing her crying. She then started to tongue her tears tasting the salty water as she humped her.

Sweetie Belle moaned in pain as the tentacle in her mouth pumped down her throat making it hard to breath since it had easily filled her throat. Tears streamed down her face as the tentacle in her pussy started to grow.

She felt the tentacles pump much faster and harder into her, she choked as the tentacle in her throat blew it's load flooding her stomach with it's gooey and hot fluid. She was forced to swallow it and felt the large tentacle in her pussy went much faster.

The tentacle pulls out of her mouth letting her finally breath a little as the tentacle in her pussy came it's sticky goo into her pussy, Sweetie Belle felt her crotch burning from the hot goo and it only hurt more then anything for what seems like forever before it pulls out of her.

She just stayed there unable to really think or do anything at this point. She could only watch as Paradise went back to taking her sister again and the tentacles around her switched and started to buck her again.

Meanwhile at the Goldflower manor, Twilight sighed in relief with her hand hurting from all the shaking of hands she did. “Ugh...I'm going to have to put ice on my hands for awhile”

“Haha, well I'm glad your here with us Twilight, this would be even more boring without you and Shining Star” Celestia laughed a little.

“I'm just glad we're done being in such a large crowd” Shining Star said with a bit of a smile.

However as everything was seemingly going well Changelings burst through the doors and windows swarming the place. Twilight jumped in shock at this. “What in the name of Equestria!!?”

“Changelings!?” Cadance's jaw dropped. “What are they doing here!?”

“Isn't it obvious?” They heard Chrysalis said loudly as she came flying in and landed in the middle of the panicked crowd. “We're here to take over your world and end you ponies forever!”

“Chrysalis! How dare you come here, are you so foolish to think you can just walk in here with all the alicorn's here!?” Celestia said annoyed. She knew that Chrysalis had an ego but thinking she could fight them all? That was just a bad move.

“All alicorn's? Really now?” Serenity walked in from the front door and smiled before she took off her cloak revealing her bat wings and horn to them. “I would say your wrong about that”

“What? I didn't know there was other alicorns, what does this mean?” Shining Star asked confused.

“That's impossible, we're the only alicorns in Equestria!” Luna pointed out. “And her wings are that of a monster's”

“You really think wings are all one in the same for alicorns? I've been an alicorn longer then any of you have been alive” Serenity said with a cold glare.

Twilight looked at Celestia and noticed she was actually scared now. “Celestia?”

“It can't be...this...this just can't be...” Celestia stared right at Serenity. “I heard about you from Starswirl a long time ago..Serenity....the Princess of Heart. She harbors darkness and light inside of her. She's one of the first Alicorns, but she was so evil that Starswirl had to banish her and her sister in limbo, how could his magic have broke?”

“Easy, all magic ends at some point all we had to do was wait and now we're back” Serenity explained.

“Wait...we're?” Cadance asked. “Your sister is also here?”

“Oh no, she's at Ponyville probably raping some poor soul, she is the princess of fertility after all” Serenity smiled at this.

“Princess of heart? But if she's evil why is she the princess of heart?” Twilight asked.

“You don't know? Oh how sad. Starswirl kept a lot from you girls” Serenity shook her head at this. “I don't have time for chatting, Chrysalis?”

Twilight and the other princess's noticed that the changelings had all the ponies captured except for them, they needed to act fast. Twilight readies herself for anything when Celestia pushed her behind her. “Twilight, I want you to run and take Shining Star with you. Something is wrong with Chrysalis”

“But I can't just leave you here, I just can't” Twilight tried to argue but knew better then to question Celestia's orders. “Okay...just please stay safe...”

Celestia however just frowned, she didn't think any of them would live through this but she wanted to give Twilight hope. Twilight grabbed Shining Star and her horn started to glow.

“Twilight?” Shining Star looked at her confused. Twilight then warped them out of the building and some Changelings dashed outside after them.

Chrysalis smiled at this and glared at the princess's. “Two of you ran away? Do you really think only three of you will be able to stop us?”

“We won't give in to you Chrysalis!” Cadance growled at her. “You won't have your way!”

“I always get what I want Cadance, even your husband will belong to me just like you will~” Chrysalis said. “Guards!”

The changelings surrounded them and Luna blasted away a couple of the changelings with her magic, Cadance used her magic to create a shield around them as the changelings charged and hit the shield over and over again.

Chrysalis was annoyed by this and used her own magic to blast the shield apart, she then quickly lifted Cadance with her magic and threw her against a wall making sure she couldn't use her magic to help the others.

“Ahh!” Cadance tried to move but a changeling guard jumped her and easily overpowered her with it's new powers. Serenity went over to her and tapped her horn forcing Cadance's horn to glow and then her magic flowed out of her making her extremely weak. “My power...what...what did you do to me?”

“I took away your alicorn magic that's all. Your now as useless as a unicorn, maybe more so” Serenity grinned at her.

Cadance passed out and Chrysalis shot Luna with a blast of magic hitting her back into a group of changelings. “Ahh!”

“Luna! Cadance!” Celestia tried to help them but she was unable to. Serenity went over to Luna next and did the same thing she did to Cadance taking away her magic.

“As long as one of us alicorns remain you will never win” Celestia pointed out.

“Now now Celestia. It's not very princess like to lie” Chrysalis laughed before the changelings jumped and pinned Celestia on the ground. Serenity went over to her and smiled.

“Your whole world brought to it's knees overnight, your nothing like Starswirl are you? And I had hoped my great grand daughter would be strong like me~” Serenity said before taking away Celestia's magic and making the princess pass out.

“Grand daughter?” Chrysalis asked confused about what she meant. “Your her grandmother?”

“Not quite, there are a lot of greats but all alicorn magic is based on our magic so I guess all alicorn's are my children in a way” Serenity explained. “Now let's get to work~”

Chrysalis nodded and the changelings started to make their home at the manor throwing the stallions in cells and the mares were all brought to a special chamber that the Changelings covered in their green gunk. Chrysalis looked at Serenity confused as her drones worked. “So tell me again why we're bringing the girls here?”

“Tell me...how do you feel?” Serenity asked with a twisted smile.

“Well....” Chrysalis blushed a little. “I'm actually pretty horny right now...”

“That's the side effect of Paradise's mixer. It makes you stronger sure, but in order to keep that power you must fuel it...with sex” Serenity pointed out.

“You mean in order to keep this amazing power I have to have sex all the time!?” Chrysalis asked shocked.

“That's how her power works, my sister makes everything sexual” Serenity explained.

“Just when I thought there was no catch, so your bringing these mares up here to...let me have sex with them?” Chrysalis said with a sigh. “I'm actually more into guys”

“Actually these girls are for your drones, their power works the same way and they need to have sex to keep it up, plus having sex with an alicorn will make you much more powerful then you are now” Serenity said.

Chrysalis had to admit. She liked power and she would do anything for more. Plus she had three alicorns under her foot now, she simply grinned and walked to the master bedroom letting Serenity supervise her drones.

In the new and improved master bedroom Cadance, Luna and Celestia were tied down and chained to the bed like dogs. “Well well...my little pony's. How I've dreamed of this moment~”

She closed the doors behind her and went over to them licking her lips.