Chrysalis was a lost cause. That was something that most of the small handful of remaining drones had come to realize almost instantly. Too absorbed in her very specific vendetta against Equestria to actually be in any way an effective leader. She had been a lost cause ever since the invasion, but now that Thorax had turned almost everyone into a technicolour nightmare, she was outright a liability. Those few who managed to escape being made into abominations had quickly come to the unspoken agreement that it was time to find a new queen. They had stolen the remaining unhatched eggs and then ran off without any word to the former queen. The plan probably wouldn’t have worked had it not been for Thorax acting as a (ugh) king, interfering with the hive mind; Chrysalis was probably blissfully unaware there were any remaining unchanged changelings.

Of course, the damage had already been done. The hive was a shadow of its former self. It had already been a shadow of its former self ever since the failed invasion, really, but Thorax’s rebellion had been the final nail in the coffin. Literally transforming the vast majority of changelings into an entirely different species, as though that wasn’t basically dooming their race to extinction. Not that he would admit to that, of course. They’d heard rumblings that this was the changelings’ “true form” or some such nonsense. And in the meantime, the actual changelings had been left to rot.

It wasn’t impossible for them to bounce back from this, of course. But it would take time, and just a bit of luck. The first step was to wait for the stolen eggs to hatch in the desperate hope that at least one of them was a juvenile queen. The odds hadn’t been in their favour – there weren’t exactly many eggs, and juvenile queens were rare. But luck had been on their side, and exactly one of the eggs had been what was needed. It meant they only had one shot, and if anything went wrong then that was it; no more changelings. But it was better than nothing.

The next step was to ensure no one starved to death while they waited for the larvae to reach maturity. It would have been easier if they’d left the other, non-queen children to die. But, well, they needed every warm body they could get for eventually rebuilding the hive.

“Which brings us to the third step,” Regent Spiracle said, adjusting her glasses slightly. “Actually breeding a new generation of Changelings.”

“Okay.” Queen Elytra – or Future Queen Elytra, to get technical – wasn’t quite entirely sold on the whole thing. “Why do you need me, though?”

“Because normal drones can’t get pregnant. Only juvenile and mature queens. And we need you to be pregnant before you can go from the former to the latter.” Spiracle let out an exaggerated sigh, pinching the bridge of her nose in mild frustration. “We’ve been over this. Several times. You should know all of this, child.”

“I do! It’s just... I dunno if I’m ready, is all.”

“It doesn’t matter if you’re ready,” Spiracle said succinctly. “This needs to be done now, so unfortunately you don’t have the luxury of coming to terms with being royalty.”

“Right, right.” Really, she probably should have done all that coming to terms shit in the eighteen years of her life leading up to this point. She knew this was coming the instant she reached sexual maturity, and yet now that it was here she found herself utterly unprepared.

It didn’t help that the initial breeding had been... an ordeal, to say the least. Elytra was a very small person, only four feet tall. Apparently, this was likely the result of food being very scarce given the state of the hive, especially during her formative years. This would also apparently be rectified once she became a mature queen, which was another thing that worried her. The other changelings, or at least the ones not from the same brood as her, had not been severely malnourished in their formative years.

And so Spiracle was a good solid two feet taller than Elytra. She had very severe, sharp features, accentuated by the glasses – the only article of clothing she was wearing. Not that she was unattractive, far from it. As sharp as her features may have been, she was still soft in all the right places. A pert, round ass, wide hips, and large, perfectly formed breasts. A far cry from Elytra, who aside from the soft swell of early stages of pregnancy was very waifish. Small breasts, no real hips or ass to speak of.

And, most importantly, no big fucking horsecock. It was huge, hanging almost to her goddamn ankles and not even hard yet, with an equally impressive set of balls, fat and full and reaching to her knees. Thankfully, the drone they’d gotten to do the initial breeding was slightly more reasonably endowed – only two feet hard. That was the big difficulty that Elytra was having to overcome. Spiracle was just huge and she was gonna hafta take that monster very soon. And she was terrified of it.

But, well, there was no more delaying the inevitable. “Okay, so... how does this work?”

“First, obviously, you need to be pregnant. This triggers your body to produce certain hormones that, when exposed to royal jelly, will trigger your metamorphosis into a mature queen.”

“And, um, I get that royal jelly by...” Elytra trailed off nervously, but Spiracle picked up where the young future queen left off.

“By sucking my cock, yes.” She reached down and jiggled her balls, which let out a loud gurgle in response. “I’ve rewired these to produce quite a lot more than is strictly necessary. Hopefully that will compensate for your... somewhat stunted upbringing.”

“Okay.” Elytra swallowed heavily once again. “Let’s... let’s just get this over with quickly, okay?”

“Okay,” Spiracle replied with a gentle nod. “Open wide, your majesty.”

Elytra, after one final nervous swallow, did as she was ordered. Her regent walked forward and, as gently as was possible, crammed all two and a half feet of flaccid bugcock down her tight throat. “My apologies, your majesty. I’ll try and make this quick.”

“Glrk!” Spiracle’s cock was big, as had been established, and she could feel it pulsing bigger and thicker and harder in her throat. Massive blobs of hot, thick precum flowed directly into her stomach – or pre-jelly, she supposed? Whatever it was, the amounts were almost certainly enough to put any normal cumshot to shame. It felt oddly good, even as she felt her belly beginning to bloat.

“Just allow me to do the work, your majesty,” Spiracle said, her voice showing signs of strain. “You should have enough royal jelly in you shortly, and from there your metamorphosis should begin in about an hour.”

Spiracle’s words just barely registered. It almost felt like she wasn’t even hearing them. They floated in her ears where they drowned in the tingling, almost burning sensation, and the tightness, and the need. She wanted more. She fucking needed more. And she had a sneaking suspicion of how to get it.

Elytra’s body shifted into autopilot, which was fine; it let her focus on other, more important things, like that delightful fullness. Kneeling down as she was left her roughly head level with Spiracle’s balls. Which was good, because it left her hands free to reach over and grab her regent’s big juicy balls and give them a good squeeze.

“A-ah! Y-your majesty, what are you doing?”

“Mgnf,” was Elytra’s response, her mouth far too full of cock for anything more articulate. Not that she was feeling particularly eloquent at the moment anyway – she was more interested in savouring the increase in flow that resulted from the direct attention she was giving Spiracle’s balls. She closed her eyes and relished the sensation. The fullness, the heat, the taste of Spiracle’s flesh, the way Spiracle’s erection was pumping bigger and bigger. It was already so big that it almost hurt in the most delightful way – and a little bit of changeling shapeshifting magic later and her body easily stretched to take whatever Spiracle was capable of. Mostly her belly stretched, swelling bigger and bigger as Spiracle’s output increased with her size, but also her throat was filled with even more cockflesh as her regent’s shaft rapidly came to full mast. A big, meaty knot filled Elytra’s mouth, the flow of precum doubled and then redoubled as her stomach bulged out obscenely, and her balls felt bigger and heavier in her hands as they prepared a climactic release of jelly.

“A-ahn! Your majesty, please, I’m going to- going tooooohhhh fuuuuuuuuckkkkkkkk!”

Spiracle erupted, like a god damn volcano. Clearly she’d not been exaggerating when she said that she’d rewired her balls to produce more than was necessary – if anything that felt like an understatement. Elytra felt her body filling out with gallons of gallons of sweet, sticky royal jelly.

And not just her stomach, she realized. But everything. It felt less like she was being filled with cum – or jelly, whatever – and more like Spiracle was directly injecting her with size. Her hips widened, her ass and breasts filled out, and her whole body grew. Her exoskeleton creaked and groaned as her proportions shifted. Even beyond her body’s overall growth, her limbs got longer. Her horn surged with new length, and with it new power flowed through her veins. She felt like she could do anything. Like a fucking god. She closed her eyes tightly as long, pale green hair flowed down her face like gossamer spider webs, and when she opened them again her vision was different. Deep, shimmering green irises with dark slits for pupils. A queen’s eyes.

Elytra wasn’t entirely sure how long Spiracle’s climax lasted. Hours, days, weeks? She didn’t know, they didn’t have fucking clocks! All she knew was that at some point her growth had knocked Spiracle onto her back, the suddenly much smaller drone’s hips thrusting weakly with the final dregs of orgasm. “I-” she exhaled, before interrupting herself with a grunt and a fresh burst of jelly that slid down Elytra’s eager throat. “I apologize, your majesty.”

“Mn, no need to apologize.” Elytra paused. Was that her? Was that her voice just now? She sounded like a completely different person. Deeper, echoing with power that hadn’t been there before. “It certainly seems to have worked wonders.” It took some effort – her limbs felt like jelly – but slowly, Elytra pulled herself away and stood up.

And up.

And up.

“Oh my,” she said, her confidence briefly slipping as she took in just how huge she was. She towered, an absolute colossus, her horn and ears brushing the cave’s ceiling to the point where she could barely stand up at all. She was taller than some buildings in Canterlot, and probably every building in Ponyville. To say nothing of her figure. Everything about her was huge. She reached down and gave her fat ass a squeeze, relishing in the fact that it was probably big enough that someone could get lost in it forever. Thighs thicker around than five normal sized ponies standing together.Her breasts were easily three or four times the size of her head, big and fat and leaking a sticky, amber nectar ready to feed her coming brood.

And speaking of her brood, her massively pregnant belly practically reached the ground. There had to be thousands, maybe even millions of eggs inside of her, just waiting to be fertilized and laid.Not that it seemed to impede her movement, of course. Were it not visibly obvious, she’d barely even be able to notice it was there.

And she was, she realized as she suddenly found herself having to duck slightly, still growing.

An eager grin spread across her face as she let instinct take over. She allowed her body to fall backwards, her fat ass colliding with the ground like a small earthquake, enough to knock Spiracle off her feet as well. The queen didn’t give her former regent any time to collect herself, spreading her thick thighs wide to show off her eager cunt. “Don’t just sit there, get the others. We’ve got a lot of work ahead of us if we want to repopulate the species.”

She licked her lips eagerly. “And let me tell you, I can’t fucking wait.”

Author's Note

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