Chapter 7

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Understood, Enderine,” Chrysalis said coldly to the changeling drone with slitted red eyes. “Thank you for the information.”

“I only do so out of honour, Holes,” the drone replied in a female voice that was clearly not its own. “Ransma and Hilito may still trust you, but I have not forgotten what happened all those centuries ago.” The drone gave Chrysalis’ body a distasteful look.

“The fact that you are even still holding onto such a petty grudge is pathetic,” the black changeling rolled her eyes. “Leave. My soldiers grow weary when your drones are around. It is liable to end up dead if it stays for much longer.”

The drone nodded, before it shut its eyes. When they opened again, the eyes were completely red.

The drone nodded of its own accord this time, before leaving, several of Chrysalis’ soldiers following it to lead it out of the hive.

Once she was alone, the Changeling Queen bit her lower lip. She needed more time. They couldn’t move forward this fast.

As much as she wanted to focus on this matter, something else was plaguing her mind. Flare’s reactions were so erratic, unusual. She had even consulted her mother and she had confirmed that Chrysalis had never acted as Flare was after she had been converted.

She had avoided mentioning her daughter’s physical condition though. It wouldn’t do to worry her mother with such details, not with what was going on within the Changeling Kingdom. Being the forefront of it all and being left in charge of the hive with the Obsidian Throne was both a great honour and a heavy burden, due to the expectations.

The fact that Flare seemed to aggressive towards her was one of the most worrying concerns Chrysalis had. True, her daughter didn’t need to feed on any of the food stored. In fact, her Flare was the healthiest changeling she’d ever seen, not a single hole of hunger on her entire body.

However, her daughter hadn’t feed since she’d awoken. It made no sense. A Changeling’s hunger could never be satisfied, yet Flare hadn’t even eaten one scrap since she’d first delved into the love already stored within her.

And then there was the pony. She could feel the love her daughter had for it, as well as the love the pony had for her.

It angered her as she realized she had felt no love from her daughter aimed at herself, but that was not the issue, nor expected. Changelings do not love. It would be ridiculous to need to feed on something if you could feel it.

Why was Flare so focused on that filly? Why was she so important when she now had so many fellow changelings in the hive? Why was one single pony so much more important? And why did her daughter not become a normal Royal. Why did she become... that?

I need to get to the bottom of this, now, Chrysalis thought, turning her attention to her daughter.

Several hours had passed and it seemed Flare and her pet had retired for the night. From the quick glance a guard had made inside after carefully opening the door, she was sound asleep on her bed, though she was letting the filly sleep with her.

I must learn what is going on with you, Flare, she thought, her horn alighting with her magic. And if I must look through your memories to do so, then I will.

Her horn flared and she searched for the closest, more emotional memory she could find. Locating it, she dived in, wondering what she would see.

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I whimper as I work my hooves into my snatch, one as deep as I can get it in, the over furiously kneading my engorged clit, trying to end the burning. Why? Why can’t I just fucking end this already?!

Four days ago

I’m let out of the hospital, finally. Once everything’s been cleared and I’m completely free to go, Twilight shows me to my room where I’ll be staying in the castle until things have been sorted out. It was several doors down from the one she was staying in.

I look around the room. It’s pretty big, with lush blue carpeting, and a fireplace on the far wall. The four poster bed looking very comfortable, far better than any of the places I’ve been sleeping since this craziness started.

I thank her for showing me the way, then go in, telling her I’m feeling tired. Once the door is shut and the sound of Twilight’s hoofsteps have vanished down the hall I slump to the ground, whimpering.

Looking down I see my marehood winking frantically as well as feel it and shudder. I have to keep myself away from stallions. This heat is unbearable, but I am not risking a stallion popping a bun into my oven.

Now

I’m panting deeply; my body feels so hot, but I can’t stop it. I’ve tried everything I can, but this damn heat isn’t getting any better. In fact, rubbing my hooves into my snatch and clit only seems to be making my heat worse, but I can’t stop myself. I’m desperate to end this. I need release!

Finally, after what feels like hours, I scream in frustration and grief and lay back against the mattress, sobbing as I curl my legs.

What the hell can I do? Why can’t I end this fucking heat?!

“Flash?”

I startle, but my body’s so hot I can’t jump. I move my head and see Twilight standing just through the doorway, worry on her face and emanating from her.

“I can’t stop it, Twilight!” I wail, thrusting my head into the pillow. “I’ve tried clopping off, something I swore I’d never do once I became a pony, but even that doesn’t work! It only makes my heat stronger! He-he-help!” I finish in a sob.

“Oh, Celestia, why?” Twilight’s voice whispers.

I glance at her, wondering the meaning of her words. Through the intensity of my heat, I notice she’s hunched over, as if trying to hide something down bellow.

“Do... Do you really want my help, Flash?” the question has an odd tone to it.

I brighten slightly, giving her a hopeful smile. “Y-you know something that can help?”

She gives a shuddering sigh, looking uncertain of herself and stands up straight, a slapping sound following shortly after.

I look at her, noticing something underneath her stomach. What could...?

My eyes widen. A cock! Holy crap! Twilight’s sporting a massive cock, it has to be as long as one of my arms back when I was human and twice as thick!

“F-Flash,” she gasps, bitting her bottom lip and looking away. “I-I’m sorry, I didn’t mean to show you this. It-it’s just this room reeks of a mare in heat and...”

That I can understand through the haze in my mind. I’ve not left this room since I first came in, so naturally my scent has seemed into the room.

“I know how you feel after that guard couldn’t control himself...” Twilight’s voice begins to explain.

I can barely take my eyes off that massive rod staring back at me. Pre-cum is pouring from it. The scent has reached my nose and, whatever feelings I had about male smells before wipes away, now smelling like the sweetest ambrosia, my marehood dripping more juices.

Oh, what I’d give to have the mammoth of stallion meat inside me, ripping into my body...

No! a small voice in my head screams. You don’t like guys! You were a guy before all this! You don’t want a guy inside you!

But Twilight isn’t a guy, another, logical, yet seductive voice says. She’s a female, just like I am now. She can fix this heat and she can always pull out. I won’t get pregnant if she does that.

“... and I realize I have not excuse for my body reacting the way it does since I got this thing after becoming an Alicorn,” Twilight’s voice starts saying again, sounding like she’s been talking for a while now. “I only know who uncomfortable—”

“Fuck me.”

Twilight stops, looking at me with uncertainty and shock. “Wh... what did you just say.”

I look at her with pleading eyes. “Twilight, please, fuck my pussy!” I reaffirm my plea by standing up and pushing my front down, forcing my back end into the air and displaying my parts to her. My marehood is dripping heavily, and puffy and red, the juices running down my legs. I need this, now!

“B-but, Flash...” she gasps, looking like she tried to take a step back, but her body remained in place. “Y-you said you didn’t ever want a stallion inside of you.”

“And you’re no stallion,” I say, giving her bedroom eyes that were also pleading. “You’re a mare, just like me and I don’t really care anymore!” I sniffle, tears starting anew down my face. “Twilight, I need this done now! I can’t wait to just ride this out; if I do, I’ll go mad! Please! I need your pole pounding me! I want to ride your rode until I can’t think! I need your stallionmeat stretching me wide! Please!”

What the hell? I’d never say this kind of shit, and yet I know nothing is forcing me. Everything I just said is all true!

She shivers, looking uncertain, but takes a step forward. “F-Flash, I’m an Alicorn; Celestia’s says we’re unbelievably fertile. If I finish inside you, you’ll definitely get pregnant, heat or no heat.”

For some reason that just turns me on more and I scream as my marehood winks.

I look to her, sobbing. “Twilight... don’t you love me?”

Her face grimaces at that.

Yeah, playing the love card is a pretty low thing, especially since I’m not sure of how I feel about Twilight despite being the stallion now turned mare that she used to love, but I’m desperate.

Maybe, in a non-heat-addled state, I wouldn’t do that, but right now all I can think about is getting that thick shaft of meat deep inside my pussy and Twilight riding me until I can’t walk properly.

Twilight whimpers, biting her lip harder, before crying out and leaping onto the bed.

The sudden motion causes the bed to bounce and I tumble, falling onto my back, displaying my pussy and only it to her.

Twilight stops in front of me, leaning her head towards my nethers and sniffs, hard.

I whimper, wondering why she’s taking so long. Why can’t she hurry up and—

My thoughts are cut off and I gasp as I feel something warm and wet slipping along my marehood. Lifting my head up a little, I can see Twilight’s licking my swollen lips... and it feels amazing!

I shudder, leaning back as she moves her tongue up and down.

Suddenly, I jerk as the warm tongue playing with my lips presses inside. I moan, my hips instinctively rocking forward, burying Twilight’s muzzle further into my snatch, only making me moan louder as her warm appendage moves around deeper inside my walls.

As Twilight’s tongue explores deeper inside, lapping against my sensitive flesh, a burning feeling starts in the middle of my stomach.

I shudder. Whatever this feeling is, I want it more!

I clench my hind legs harder around Twilight’s head, feeling a muffled cry of surprise from the mare inside me. Her cry sends vibrations throughout my inner walls and I shudder again.

Suddenly, my hind legs are gripped in Twilight’s magic, pulled open and the mare herself lifts her head up, gasping for air.

I’m about to cry out in woe, wanting to feel her against my walls inside of leaving me hanging, before I cry out in pure ecstasy.

Twilight had leaned forward and flicked her tongue against my clitoris. The moment she did, I feel like an electric shock has shot through my system and feel my marehood grow even wetter.

Twilight grins down at me as I pant heavily, before she returns to pleasuring me, flicking my clit with her tongue, then sucking on it.

I moan loudly as I feel her mouth wrap around and suck on the bud. Oh, Lord! Why did I refuse this for so long?! This is amazing.

All the while she tends to my clit, she’s rubbing a hoof into my marehood, just intensifying my pleasure.

“T-Twilight!” I cry after several minutes of her attention to my lower region. That burning feeling is so strong, it’s overwhelming. “I-I’m so close! I-I’m gonn—AHHH!”

I scream louder than I ever have before, my back arching as an immense heat and pleasure rockets through my body, my marehood clenching around the warm appendage within it, gushing liquid as my very first orgasm as a female takes hold, leaving me in a state of pure bliss.

My orgasm is only extended as I feel Twilight lapping at my pussy, drinking every drop of what my body is giving.

After what feels like several minutes of absolute bliss, my orgasm ends and Twilight away.

I lay on the bed, panting heavily.

“How... how was it?” Twilight asks, panting almost as hard as I am.

I shakily lift my head, the goofiest grin I’ve ever worn plastered on my face. “W-wonderful, Twilight.” I lean my head back, sighing in relief. “Just... wonderful...”

She gives a panting chuckle. “Was... was it enough?”

I whimper, shaking my head. As wonderful as what she did to me feels, I’ve been dealing with this heat since becoming a mare. It’s going to take more than a little (even though my brain is screaming that it was huge) oral to sate it.

She chuckles again. “It... it’s okay,” she pants, her breathes sounding ragged, as if she’s struggling against something. “Something better’s coming. I promise I’m going to make you feel pleasure like you’ve never known.

She moves forward and pulls me into a fierce kiss. I gasp. My first kiss. Oh... Celestia have I been missing out.

Twilight’s tongue moves into my mouth, wrestling with my own tongue. I can taste my juices on it. There’s a tang, but sweetness that makes me moan into her mouth.

She pulls away after several moments, a trail of our saliva connecting us and a sudden something pressing against my lower lips, makes me glance down between us as best I can and I shudder. Twilight’s shaft is right there, pressing against my lips. It looks like it’s only gotten bigger since earlier, if that’s even possible.

“Okay, Flash,” she says in a husky, seductive tone, giving me lidded eyes. “Ready for a ride?”

I shudder, feeling the hot stick of flesh rubbing against my opening, being coated in my juices and her saliva and nod, wrapping my forelegs around her neck. “Ride me, Twilight Sparkle! Ride my pussy til it hurts!”

Holy crap. What the hell has gotten into me? Before all of this I’d have never said such a thing, never would’ve even thought it. Yet, like before, I feel I’m not lying. I want this. I NEED this!

Twilight starts leaning forward and her shaft starts pressing further, splitting my lips. I gasp I feel her moving in. Oh, wow. Talk about amazing, and she’s barely put her tip in.

“Sorry!” she shouts and before I can ask why, she pulls back and thrusts forward, burying herself halfway in me.

I can’t even scream as my head snaps back, my mouth wide open, my tongue lolling out. Oh, GOD! I can feel her inside me; her massive cock is inside me.

It throbs with her heartbeat, making me shudder with pleasure as it twitches within, causing me to moan louder.

She starts pulling out, more and more until only the head is inside. I whimper at the empty feeling after feeling so full.

Suddenly, she thrusts forward again, her shaft going even deeper than before this time.

I moan, trying to speak, but only slurring sounds coming from my lips. After several more pumping thrusts, I cry out as my second orgasm takes me, my pussy clamping down on Twilight’s meat.

I can vaguely hear her shudder, before I feel her magic lifting me up. I subconsciously start flapping my wings, assisting my lover. Once we’re in a position where she’s standing on her hind legs, kept upright by her wings flapping gently, she grabs my flanks with her hooves and drops her magic.

Not expecting it as my wing move up, I drop down, impaling on her shaft.

I cry out, a third orgasm hitting me as I feel almost her entire length forced into me. We remain frozen for a moment, Twilgiht catching her breath while I twitch and moan, supported in the air by only the hunk of meat buried within me.

I can feel the tip of her shaft pressing against something inside me, like a barrier. Despite my sex-addled mind so rattled by my last orgasm, I realize it is my cervix. Twilight only needs to thrust once and her cock will be right inside my womb.

The very thought almost pushes me over the edge again and I shudder, suddenly wanting nothing but for Twilight to ram herself into my most sacred place (regardless of how long I’ve had it) and pump into it like an animal.

Twilight gives me a shakily, sly grin. “I promised I’d make you feel great, didn’t I?”

Before I can answer, not I have much thought process to go with at this very moment, I feel her magic grip me again and suddenly up spun around, while still impaled on her cock.

I scream as my fourth orgasm in a row causes my body to shudder as I feel her meat spear spin inside of me, before I’m pressed back onto the mattress, standing shakily on my hooves.

Before I can even figure out what’s going on, Twilight resuming her thrusting and I wail in pure sexual joy as we do it doggy style. With just three thrusts Twilight smashes through my cervix, her cock imbedding itself at left a fourth of its length inside my womb.

I shudder as I’m rocked back and forth by Twilgiht thrusts as she pumps her cock inside me.

For several long, wonderful minutes we go at it like feral animals, the room filled with the smell of sex and sweat, the only sounds our moans and the constant slapping off flesh against flesh.

Suddenly, Twilight starts increasing the speed and force of her thrusts, pushing herself deeper within me, making me shudder from the pleasure it brings.

“F-Flash!” she wails, her breaths ragged, yet I can somehow tell from her voice that she’s wearing a grin. “I-I’m not gonna last! I-I’m gonna cum!”

A part of me screams at me to stop this, to tell Twilight to pull out and not cum inside me.

But that voice is barely heard, the only thing is said coming through being that Twilight is going to cum inside me. The very thought of being filled with her hot, thick seed turns me on even more.

“Cum in me!” I yell, my voice sounding manic and desperate. “I want you to fill me Twilight! Fill me with you seed until my belly is so big I can’t walk! I want your babies!”

A very small part of me is ashamed of what I’ve let myself become. I’m acting like a whore that just wants to feel a cock deep within her at all times, pumped hard by such big meat.

I’ve become a breeding mare in heat, willing to risk getting pregnant (which my sex-addled brain tries to warn me will happen because, not only am I in heat, but Twilight told me before we started that, since Alicorn are unbelievably fertile, I’d get pregnant if she cum in me whether I was in heat or not) but I don’t care.

The idea of my belly swelling with Twilight’s babies just turns me on even more, pushing me right over the edge, causing me to be taken by my fifth orgasm so far.

That seems to be the turning point for Twilight, because she screams “I’m sorry!” then thrusts forward until her balls slap against me, her whole sheath buried inside me.

Her cock spasms and flares, growing larger, making me moan as i feel the head sealing off my passage, leaving no chance of backing out now. My moan rises in volume as I feel something burning hot shot from her flared head, slamming into my womb, filling it completely and more. Then, another shot comes and I give a mixture of a moan and a scream as my orgasm is extended as I feel Twilight pumping more of more of her virile seed inside me, my stomach billowing out as more and more of her wonderful baby batter pulses into me.

A part of me screams at myself for what I’ve become. An animal who bends over and allows another to pump her full of their spunk, not even caring about the consequences, who just wants to ride cock.

And right now, I don’t care about the consequences and I do want to ride cock; this marvellous cock currently inside, filling me to the brim with one of the key components for creating life.

If I was given the option to return to my normal life at this very moment, I would gladly remain her to be bred by Twilight over and over for the rest of my life, with no regrets.

After what feels like an eternity of pure, utter bliss, Twilight’s cock finally tops spurting, coming down to a drizzle, before being completely spent.

I drop onto my stomach, which means I barely touch the bed due to how much I’ve swelled with Twilight’s spunk.

Twilight pulls out with a loud, lewd “pop” and flops onto her flank, panting heavily.

I glance over my shoulder, giving a drunk-like grin at the mare who has no doubt just gotten me pregnant. I can think of nopony else I’d have rather done that. For my first time having sex... oh, I wouldn’t forget this, ever.

As I watch my sweaty lover panting heavily, her head turned up to the ceiling, I notice her cock is still erect.

In my sex-addled state, I want to repay her for sating my heat at long last and filling me with her beautiful seed... and I know just how to do it.

Flapping my wings to give me some leverage, I turn myself around and struggle to my hooves and half-walk, half-hover over to her.

Once I’m in front of her, I let myself fall to my hooves and stare at the purple member standing tall before me.

The tiny part of my brain that shouted at me not to let Twilight come inside me cries weakly at me again, telling me not to do what I’m about to, that, if I do this, I will have turned my back on everything my past life stood for on this matter.

However, like it has since the beginning, it is barely more than a whisper and it is wrong. This mare has given me everything and has done nothing but make me the happiest mare in Equestria. It is only natural that I return the favour to her.

Leaning down I slick out my tongue and run it up the still erect shaft. I can taste myself and Twilight on it. She has a musky, yet sweet taste, like salty bubblegum.

At once Twilight stiffens, her rod twitching from the contact. “F-Flash...?” she stutters, sounding more coherent than I think she should after releasing such a heavy load inside me. “Wh-what are you—?”

“You pleasured me,” I say in a sultry voice, looking up at her with lidded eyes. “Let me return the favour, your massive mare.”

Before she can respond I slid my tongue up her shaft again, causing her to moan and jerk her head back.

Once I’ve reached the tip, I run my tongue around the flared head, shifting between licking and suckling.

After a minute of this, I open my mouth wide and press my lips down on her shaft.

She moans louder, her hips thrust forward suddenly, burying her deeper into my mouth. I’ve barely got the head in alone, but I can already tell it’s almost right at the back of my throat.

I moan as I feel it twitching against my tongue, my cheeks bulging out from the massive thing inside.

I can’t really move my head forward any, so I begin moving my tongue around, lapping at the head, Twilight’s moans telling me I’m doing a good job.

I slowly pull back, before I push back down, doing small bobbing motions on the head of my lover’s cock.

I feel a hoof rest on my head, then another. Good. From what I know of sex from all the porno I watched as I teenager, when the guy (or futa mare in this case) puts their hands (hooves in this case) on the one blowjobing them’s head, it’s a sign they’re loving it.

Suddenly, the hooves holding my head thrust me down, forcing more of Twilight’s cock down my throat. I feel a bugle in my neck as it presses farther and farther down, until my muzzle meats the base, Twilight balls under my chin.

I remain in place for several moments, shuddering as my pussy leaks more juices. I can feel Twilight’s cock so deep that it’s just outside the entrance to my stomach.

From the fact I’m not gagging, it would seem either Flash was born without a gag reflex, or Discord had just taken it away when he changed me into a mare.

Whatever the case, I don’t care as I feel the whole of Twilight’s length buried in my throat, my eyes rolling up to the ceiling. Despite my not having a gag reflex, I swallow, my throat constricting around the member within me, causing Twilight to release a throaty moan.

I’m having to breathe through my nose, and even then the air is less than usual due to my windpipe being up against this massive meat within me.

Twilight begins pulling me up, before she thrusts me back down, moaning loudly as I swallow, my throat constricting against her cock again, making her moan even louder.

She pumps into my throat over and over, her moans growing louder each time.

Despite the lack of air, I’m in heaven. I can feel every vein in Twilight dick as it slides up and down my throat, twitching every few seconds.

If I died now, I’d die a happy pony, sated and having experienced the wonderful world of sex.

Twilight’s thrusts start to pick up pace and I shudder and squeal, knowing what this means.

Moments later, Twilight lets out a guttural cry and thrusts one last time, her shaft actually pushing into my stomach.

It expands, nearly cutting off my air all together and I shudder and moan as I feel hot seed pumping down her shaft and directly into my stomach.

I lose track of time as I feel her hot spunk filling my belly, cuaisng it to expand even farther than it already is, until I feel my hooves lift off the mattress, all my weight pressing down on my bloated belly.

The feeling of all Twilight cum slushing around as my swelled and still swelling belly holds up my weight causes me to scream and moan as I’m taken by a final orgasm, my pussy spraying my mare cum as Twilight continues to pump my stomach full of her baby batter.

After what feels like another eternity of absolute bliss, Twilight pull out, allowing me to catch the last tastes of her spunk as her cum covered, shrinking cock slides from my mouth.

There’s a faint saltiness to her, mixed with that same sweetness as before.

I give a belch, tasting her one more time, before I slump down over my distended stomach, feeling at blissful peace for the first time in what feels like eons.

I am vaguely aware of Twilight’s magic lifting me into the air, before I’m gently lowered onto the mattress. Something warm come up next to me, pressing itself against my rounded stomach and I feel the blanks cover us both.

Unable to stay conscious anymore, I drift off into sleep, sighing as I feel Twilight’s cum sloshing around within my stomach and my womb. Never have a felt so at peace.

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Chrysalis pulled herself from the memory, breathing heavily. Her body what she’d seen.

What... By the First Mother, Flare had really been dominated by that blasted purple Alicorn. And the love... it was so potent. Even through the memory, Chrysalis felt her body screaming at her, wondering why it couldn’t absorb any of the love she’d been feeling given within it. It also explained why her daughter's stomach had been so distended when she'd been brought to the hive.

She stomped a hoof on the floor, cracking the stone, snarling. “Even now, Twilight Sparkle, you interfere with my plans.”

She’d need to figure out the best course of action now that she knew why her daughter was behaving as she was, as well as a hint as to just why the transformation had happened as it did.

Sending a message to several drones, she moved over to her throne and sat down to brood. This complicated matters so much more. She would need to proceed carefully.

Author's Note

Okay, this chapter has been a LONG time cuming

Okay, first off, yeah, yeah, it's a huge clop chapter and it's pretty much just clop save a few small things. However, i had this chapter planned from the beginging and didn't want to give up on it. the reason it has waited so long to be out is because i was waiting on someone to edit it... and it never happened due to that person having their school time making it impossible to find time to edit for me.

Plus, after a long time and wanting to ditch the whole "changelings impregnate broodmares" idea, i needed to rework a few parts of this chapter.

and, yeah, even the season 6 finale played a part in that too. though the changes it brings are VERY small here... for the most part. the main change is that i scrapped my original idea of their being multiple different coloured hives (which was originally inspired by the Of the Hive series), but there was also going to be a big battle the changelings had been trying to handle against something... that i've totally forgotten what it was meant to be.

This being the case, there are still multiple changeling hives, with different queens, however, they are all now black and the war planned out will be aimed in another direction. i doubt you need long to figure out where.

Now, don't panic if you've seen the finale and are worried about what you know happened in it happening in this fic. i mean, it may, but in a different manor and it doesn't mean it will come right away or that the story with stagnate because of it, with nothing but padding chapters until the story reaches season 6. there is a lot that will happen with Flare and dealing with what Chrysalis has wrought.

And, no. i don't quite know when i'll get to the next chapter of this. I will get to it when i can. i mainly wanted to get this reversion of this chapter out now so i could even have the freedom to ponder how i'll handle what comes up next in this story.

Anyway, hope you enjoyed this chapter for more reasons than just the clop and, til next time later everypony