Long Live the Queen.

by Cherrylicous

Rating: mature
Tags: Princess Luna, Changelings, Queen Chrysalis, Princess Celestia, Sex, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Main 6
Length: 12512

Her Majesty, Queen Chrysalis of the Changeling's has succesfully conqured the Equestrian capital of Canterlot, and now seeks to extend her rule across the country.

What if Chrysalis had won in the invasion of Canterlot?

In this story, that question will be answered. The following is the tale of the changeling queen's next move after she has Equestria in her hooves. With both former monarchs in her custody, along with the elements of harmony, Chrysalis must find a way to sway them to her side....

This is an extensive, and raunchy clofic. My first one actually. Some of the content featured is defidently not for eveypony. But if you do enjoy if, please tell me in the comments below. Even if you don't enjoy it tell me in the comments below. I'm always open for constructive criticism.

Enjoy my little ponies! :heart:

Warning: This story contains, rape, futa, cum inflation, transformation, group sex, futa on male, anal, futa on female, bondage, incest, domination, musk, impregnation, corruption, watersports, ass growth, breast growth, master/subordinate sexual relationships, lactation, and food play. If any of those are unpleasing to you then do not read this story. Otherwise enjoy!

Published 2015-10-16 05:40:02 UTC
Last updated 2015-11-21 18:37:05 UTC

Prologue.

Prologue.

Long Live the Queen.

By Cherrylicous.

Prologue.

“Don't forget the honey dressing,” Obsidian urged as Honeycomb began to depart from the kitchen with her food laden trolley. “You know her Majesty needs it for her morning meal.”

“Yes, I remember.” The bed maid replied. Obsidian, the head chef of the royal kitchen, was and older changeling, past his prime, was always nipping at the heels of his underlings to perform at the best quality possible.

Honeycomb then took up a jade flask in her cloven hoof and placed it amongst the other breakfast attire. Her majesty did have a bit of a routine to her mornings and was not pleasant to be around if things had not been executed properly.

With everything in their proper place, Honeycomb continued on her way to the royal bedchambers. It was quite as she moved through the vast hallways. Everything seemed to be asleep or lifeless. The only sound being the rolling on wheels and the fall of hooves upon marble from Honeycomb’s own.

The walls were decorated in plates of paneled gold, shaped and worked to resemble creeper vines that would crawl up the side of stone pavilions. Thick, polished pillars held up a lofty vaulted roof that was at the moment obscured by shadow, due to the lack of light.

Eventually, she came to the royal chambers. A great pair of gilded doors. They were beautifully crafted with a most caring hoof, but their material was unique to the rest of the world. The color was of the doors was that of a Changelings coat, a rich ink black. Embroidered with decorative patterns of a bright crystalline green.

Two Sentinels stood attentive at each side of the doorway fully armored and alert. They remained quiet as Honeycomb approached with her tray; the one on the right gave her a slight nod of acknowledgment and the servant mare proceeded.

She placed a hoof against the doors, and with a whisper of restraining hinges, the doorway dutifully opened. The room was darkened. The only glances of sunlight leaking through curtains of heavy velvet. Her majesty, Queen Chrysalis lay there upon her ornate, imperial bed; her long turquoise hair cascading over the plush pillows.

She could feel the sunlight caressing her polished carapace. She groaned and rolled over, her warm covers and sheets calling her to stay in their embrace.

Honeycomb entered the room quietly and set to her duties. She went over to a small table towards the far end of the Queens bed and prepared her tea. The sweet smell of jasmine filled the air as Honeycomb poured in the hot water and added in the herbs; sweetened by a few drops of refined golden nectar.

Quietly moving over to the side of the bed, Honeycomb, in the most tender voice she could muster said, “Your Majesty? It’s morning. I brought you your tea.” From beneath the regal sheets, a low moan rose in response and the fabrics shifted as the Queen stretched her limbs out. Regretfully she hoisted herself from her comfortable position in the luxurious, ornate bed and pushed the comforters off to rise and face her servant.

Honeycomb bowed her head as Chrysalis turned her half lidded gaze to her. “Ah… yes, indeed it is a good morning miss Honeycomb,” said Chrysalis with a satisfied grin as she rubbed the last ounces of sleep from her eyes. “Just set it on the table and go prepare the bath.”Removing herself from the grand canopied, mattress, she descended to the polished, white marble floor and approached the large bay windows. As she threw the velvet drapes open, the room was flooded by the morning sun.

Stepping out onto the lofty balcony, Chrysalis let out a satisfied sigh as the warm morning breeze caressed her face. She felt it as it gently blew through her long turquoise mane, flowing down her long, slender neck to her shoulders. With regal grace and an ample sway in her well rounded hips, she strode towards the balcony railing and looked down at the city below her.

“Mmm… Good morning my fair Canterlot.” She sighed with a lustrous smile.

Looking down at the vast mountain side city, she let out a sigh of satisfaction and contentment. The morning air was thick with the old familiar stinks of Canterlot. She breathed in the scents of sour wine, bread baking, rotting fish and nightsoil, smoke and sweat and horse piss. However, where only the races of ponies dwelled, now were intermingled with the race of shape shifters. Changelings. Where Equestrian Royal Guards once stood vigilant, now stood Changeling Drones and Sentinels, overlooking a freshly conquered city.

It had been over three weeks since the conquest of Canterlot and her usurpation of its sovereign monarchs, Celestia and Luna. Despite having been exposed by that meddlesome pupil of her former majesty, she had managed to overtake the Equestrian capital before things could take a turn for the worst. With the defensive barrier destroyed, her invasion force had quickly overrun and subdued the cities defenses, and captured the Elemental Barriers of Harmony, the city and its outlying areas swiftly fell under her control. Surely with the capital under her control the kingdom would eventually fall into her rule.

After her insuring her victory and putting the city under her control, she took on the venture of making things feel like home. She had commissioned a total renovation of the palace, along with temporary housing for her soldiers. Looking out at the city’s skyline, she could see ebony towers of resin rising above the original Equestrian housing. Changelings flew to and fro among the towers, filling the air with the light humming of their wings. Ponies could still be seen walking the streets and shops of the city though. These ponies were now her subjects, and Chrysalis didn’t want to discourage them. Otherwise they would be able to make the precious love that she and her children fed upon.

In fact, other than the change in management, life had changed very little for her new pony subjects. The only real noticeable change in the daily lives of these ponies was the new ‘love tax’ she had imposed. Ponies would have to donate a portion of their love to the newly constructed and apply named ‘Love Bank’, located just outside the castle walls. But this was no more than a minor detour for the cities inhabitance.

Chrysalis was leaning against the railing as she looked down upon her new capital. She had conquered a few minor kingdoms in her time, but this was the crown jewel. Simply taking in the reality of her triumph was intoxicating. From here she would usher in a new age for her people and the little ponies she now ruled over. From here she would raise a dynasty that would last would last for centuries to come. Until the sun rises in the west and sets in the east. Until the seas run dry and mountains blow in the wind like leaves.

But for the moment, time for breakfast!

Honeycomb had finished preparing the bath, having heated the water to a nice hot relaxing temperature. “Your majesty, your bath is ready.” She said calmly, “I heated the water to your preferred temperature.”

Prying her eyes away from the beautiful view of her new capital city, Chrysalis looked to Honeycomb as she stood there in the balcony doorway. “Ah, thank you my dear Honeycomb. But did you remember the lavender scented candles?”

“Of course your majesty.” Honeycomb answered with a curtsy, “And I’ve prepared a pair of freshly ironed towels.”

“Very good.” The queen smiled. “Now, would you please bring me my breakfast?”

“Right away your majesty.” Honeycomb said with a nod before trotting out of the room. Now alone, Chrysalis proceeded to the bath. The circular room was no short as grand as the rest of the royal chambers, with gold paneling covering the walls and a vaulted ceiling adorned with a beautiful fresco of Pegasi playing in the clouds. She had to admit, Celestia had taste.

About the circular sunken in tub, lavender scented candles flickered and burned, giving off their sweet scent. The water steamed and swirled with heat as Chrysalis drew closer to it. Slowly, she reached out a hoof to the bath and began to step into it. Gently she glided her foreleg into the heated water. She could feel its cleansing effects as it rushed through the holes in her leg and slowly crept up the deeper she went. She was soon standing in the tub and began to slowly lower her body down into it. She winced and sighed as her breasts touched the water, shortly followed by her soft under belly and finally her shapely flanks.

She took note of how the water flowed over her shoulders, over the curving arch of her back. How the heat of the water invaded her body and deepest recesses. “This is how is how a Queen should live.” She said to herself.

After she had finished her morning bath and dried herself, Chrysalis returned to the main bed chamber to drink her tea. Honeycomb knew just how she licked it. Freshly boiled with a hint of jasmine. As she sipped her tea, she heard a knock at the door.

“Permission to enter your majesty.” Honeycomb called from outside the door.

“Permission granted,” Chrysalis called back, taking another sip of her tea.

The grand doorway gently opened and Honeycomb entered promptly, accompanied by another mare. A pony mare. Chrysalis looked at the young equine with a soft smile, but couldn't help but lick her lips. She could smell the mare from across the room. She was a Unicorn servant that had worked in the palace prior to the invasion, and Chrysalis had allowed her to continue her work afterwards. Along with the rest of the castle staff.

“Your majesty.” The Unicorn said with a bow, slightly.

Chrysalis smiled and set her tea to the side. “Come closer my friend. I won't bite. Honeycomb would you leave us for the moment?”

Honeycomb nodded and promptly left the room, closing the door behind her, and leaving Chrysalis alone with the servant mare.

“Come. Come my little pony. Come hither.” Chrysalis called out in a nurturing, soft tone. Prompted by the Queen’s beckoning, the lithe Unicorn servant slowly trotted over to the Changeling queen. She was very nervous. She had never met the Queen face to face, so this encounter was quite shocking to her. She was a lithe built mare with a light brown coat and reddish brown mane with light green eyes, dressed in the traditional castle maids uniform.

“You… summoned me… m-my Queen?” She stuttered.

“Yes,” Chrysalis replied with a warm smile. “I am in need of your services.”

“My s-services your majesty?”

“Yes, your services my little one.” Chrysalis cooed. “Tell me, what is your name my dear?”

“My name? My name is Rose Bud… my Queen.”

Chrysalis chuckled a little and put her foreleg around the little Unicorn and pulled her closer to her, “That’s quite a lovely name. It suits you well.” Chrysalis continues maintaining her soft nurturing tone. “Tell me, how long have you worked here in the palace?”

“Fifteen years and three months your majesty. Like my mother and father before me.” Rose Bud answered now feeling a little less on edge. For some reason the more the Queen spoke the more at ease she began to feel. She looked the Queen from head to hoof, noting her features. Her ample curves. Her regal demeanor. Her vast, emerald eyes that peer down at her tenderly.

“But… um… what services do you require my Queen?” She asked, “Your… um, bed maid has already taken care of the morning schedule. How could I be of service?”

Chrysalis leaned forward, coming inches from Rose Bud’s muzzle. The Unicorn could feel the Queen caress her snout, and her eyes darted upward to meet Chrysalis’. “I need you do to me a favor Rose Bud.” Chrysalis cooed. “I want you to relax, okay? Listen only to my voice. Okay?”

Rose Bud found herself taken by the Queen’s gaze. She breathed in sharply as Chrysalis’ words fell on her ears and she felt her body lose all tension. “Yes… my Queen.” She managed. A magical serge shot through her spine and up into her mind, radiating out through her eyes, turning them the same color as that of the Queen.

Chrysalis in turn let a deviously wicked smile cross her lips. She could smell the love emanating from the young mare. It filled her nostrils and tickled the back of her throat, sending a pleasurable jolt down her spine and to her loins.

“Good…” Chrysalis said in a devilishly sultry tone. Her lips salivating with anticipation. “Now… would you kindly open your mouth for me so I can take a look at that pretty throat of yours my precious?”

Without a word or any resistance, Rose Bud tilted her head back and opened her maw for the Queen, giving her a first class view of her moist, pulsating throat. She let out a soft moan as she let her tongue snake out of her muzzle and dangle in front of the Queen.

“Mmph~... yes. That’s what I like to see. Such a good little pony you are.” She cooed. Activating her magic, Chrysalis’ horn began to burn with a bright, emerald glow, levitating the small pitcher of warm, golden honey Honeycomb had brought with her tea. “Now say ah.” She said as the gently poured the sweet dressing onto Rose Buds tongue, coating it in a nice amber glaze. A few drops missed their mark and landed on the mare’s cheeks and snout, but neither Rose or Chrysalis would mind.

After emptying the pitcher, Chrysalis looked the young mare over with hungry eyes. Her body was tingling with anticipation at the sight of the honey coated mouth of the Unicorn mare, and she pulled Rose Bud close, pressing her against her breast. “Bon Appétit.” She said to herself. She then closed the distance between their lips and passionately locked them together in a deep kiss. She could taste the sweet honey dance on her lips and tongue, but that was only the first taste of her meal.

With her horn burning its signature emerald aura, Chrysalis began to drink down Rose Bud’s love. She felt the raw emotion pour into her throat like a cool beverage, flowing down into her stomach with ease. She could hear Rose Bud moan and whimper as she fed, and she could taste as several other emotions flowed in along with her love.

Chuckling deviously, Chrysalis decided to treat the little servant mare. She let her long, forked tongue snake out of her maw and press against Rose Bud’s lips, eventually forcing them to part and allowing her to explore the warm confines of her maw. She could taste her saliva mixed with the warm honey. She could feel it tantalize and entice her taste buds, urging her to venture deeper.

Prompted by this, Chrysalis pushed forward. Her tongue now caressing the back of Rose Bud’s throat. She could feel the Unicorn jerk slightly as her gag reflex kicked in, but the help of Chrysalis’ magic the sensation soon subsided, allowing the Queen to go even deeper. Pushing even further forward. She greedily lapped at the confines of Rose’s throat as she snaked her tongue ever deeper. Rose all the while could only moan in pleasure as she felt the large, muscular organ snake down her throat and tickle at her most untouched places.

Chrysalis began to notice something rising into her nostrils the deeper her tongue ventured. A thick, silky, musky odor that drifted upwards from the Unicorn’s supple flanks. She could see a small milky puddle starting to form on the floor underneath Rose’s tail and she chuckled a little at this.

Chrysalis all the while drinking down every emotion she gave off, all in order to sate her hunger. She could feel her stomach growing full with Rose’s love. How it fed her. Nourished her. She could feel it digesting inside her stomach and course through her veins. Her body growing ever more refined. Her chitin growing more lustrous, her coat ever more glossy, her rear and equine breasts growing ever more defined. Fuller. Thicker. It was intoxicating.

After several more minutes of this, she finally retracted her tongue from Rose’s throat and broke away from the kiss. A long tendril of glistening saliva connecting their lips. Chrysalis sighed in satisfaction and took a deep breath while Rose sunk down to the floor to lay in her own mare juices. Looking down at her, Chrysalis noted how cute she looked when she slept. She would definitely have her over for breakfast again.

Turning away from the unconscious mare, Chrysalis strode over to the large mirror mounted on the nearby wall to look at her newly enhanced body. She smiled as she beheld the changeling before her. Such graceful proportions. Such a well kept and glossy coat. She looked herself from head to hoof. Admiring her new proportions. She took quite an interest in her rear. It had been well rounded before, but now it was simply a beautiful sight to behold. So thick and toned, every curve and muscle in the right place. She turned so that her plot would face the mirror directly and she noted how it seemed to form a large ebony heart. “A plot only fit enough to sit upon a throne.” She mused to herself. “I’ll be turning heads of both Changeling and Pony stallions alike. I maybe even starting to rival old 'Sunbutt' herself.”

Suddenly she heard a knock at the door. “My Queen? Are you finished eating?” Honeycomb called.

Chrysalis smiled and said, “Yes Honeycomb, you can come in. And help me get dressed. It’s a grand occasion today.”

Honeycomb opened the door to find Rose Bud laying on the floor and her Queen trotting over to the royal wardrobe. “I see you enjoyed your meal.” She commented.

Chrysalis chuckled. “Oh yes. I must say Honeycomb, you know how to find the most ripe fruits in the lot.” She said opening the large cupboard.

“Should I take her to her room to recover your majesty?” Honeycomb asked looking over Rose Bud as she laid in her own mare juices.

“Not now Honeycomb. First help me get dressed, then take her up to her room and give her a little off day tomorrow. I may have taken more than she could handle in one go.”

Honeycomb flew over to the Queen and reached into the cupboard, pulling out first a gold embroidered necklace with a large diamond cut amethyst, followed by a matching tiara and ornate shoes. She paused to admire the Queens newly enhanced body, “I see she was filling. Quite the lovely enhancement I’d say.” She complemented.

“Oh why thank you Honeycomb. And I agree, quite the nice addition. And just look at that plot.” She stated proudly while swaying her rear to and fro. “I’ll be damned if I don’t have stallions staring at this as I pass by.” The two of them laughed and Honeycomb proceeded to help the Queen fit into her royal garments. “A perfect fit.” Said Chrysalis, “So Honeycomb, how do I look? Do I look Equestrian enough?”

Honeycomb chuckled and said, “You look radiant my Queen. The ponies will love you.”

“Excellent!” Chrysalis exclaimed. “Now please help our dear Rosebud out. Poor thing collapsed.”

“Right away my Queen.” Honeycomb replied flying over to the unconscious Unicorn.

Chrysalis, now fully adorned in the traditional royal attire, turned towards the door and with great regal strides made her way into the hallway. “Oh! And clean up that little she made. Don’t want it to cause a stain. Now, I must be off. I have a coronation to attend.”

Author's Note

This is my first clopfic so please tell me what you think so far?

This is just a taste of what's to come, and to be honest, its going to get a lot more raunchy down the road so just fair warning. But it you enjoyed, please let me know what you think and ask me any questions if you have any. :heart:

Cherrylicous~

Chapter One: The Conquest of Celestia.

Long Live the Queen.

Chapter One: The Conquest of Celestia.

By Charrylicous

The castle grounds was a bedlam of activity. Both Ponies and Changelings alike had been escorted by numerous drones into the vast courtyard to witness the coronation. Many ponies sat or either stood in the courtyard whilst changelings either kept aloft by their wings, or perched themselves on statues, pagodas and the courtyard walls.

Chrysalis strode gracefully and quite proudly through the many corridors. She watched from the corners of her eyes as both changelings and ponies alike looked up as she approached. She could feel their eyes tracing up and down her figure, starting from her horn and eventually leading down to her luscious plot. She flicked her tail slightly as she passed by them and smirked a little as she smelled the traces of musk that were lightly building in the air.

As Chrysalis turned the final corner to the courtyard, she was flanked by three drones dressed in the armor of the changeling Royal Guard. Two stood at her side and hovered patiently in the air, while the third took post at her year. She mused to herself that the little one must be getting quite a show back there. She raised her tail a little and swayed her hips side to side, letting the drone soldier catch a few glimpses of the Queen’s royal marehood. Those plush, swollen petals situated just beneath her swaying tail. She could feel his anxiety from behind we mixed with a building scent of desire.

“Let us not keep the public waiting.” Chrysalis mused to her guards.

“Yes my Queen.” They said in unison.

As they stepped out onto the courtyard terrace, all three of her guards as well a great number of other changelings began to rub their wings together and chimed in chorus, sending up a great theme to herald their Queen's arrival. As she entered, she was joined by the assembly of her councilors that flew in tow whilst the loud murmurs of the crowd began to subside.

The courtyard was fit to house several hundreds, compared to the thousands that had arrived. Lines trailed out the castle gates and into the streets of Canterlot, not including the several hundred thousand changeling’s that were already present. Large braziers of green flame had been erected about the courtyard, and an ornate pedestal had been set up near the terrace railing overlooking the courtyard. Chrysalis hovered down over to the position designated for her, and struck a commanding pose just in front of the pedestal. Trying to subtly display her glossy coat and voluptuous rear.

She looked out at the vast assembly before. Stallions, mares and fillies alike were all present, all with their eyes gazing towards her. Reaching out with her magic, Chrysalis combed to the multitude of emotions that emanated from the audience; their different flavors lightly dancing off her taste buds. She took in a long deep breath, taking in the scent of their emotional concoction. It filled her lungs and stimulated her senses. They were practically a four course banquet simply sitting at her hooves and she could fell her mouth begin to water, yearning to gorge herself on such a feast. She thought of what such a meal would do to her. How it would make her proportions swell and fill out. She could see herself. A literal goddess among mortals. With curves that simply had no equal. Radiance that would outshine all others. And power such as none had ever conceived.

But before she could lose her senses, she collected herself and proceeded to ascend the pedestal. Resting her shapely rear on the posh cushions, she looked out once again at her audience and let a triumphant smile decorate her lips. And elderly stallion, a Pegasus, dressed in fine, ceremonial robes began to approach the pedestal, flanked by two Changeling sentinels. Behind him was a procession of priests and royal officials that were also dressed in fine robes. Turning to meet the assembly, the elderly Pegasus cleared his throat and proceeded to address them.

“Friends and countrymen,” He began. “We gather here today, under the light of the divine Mother Faust, in honor of our new ruler, her majesty Chrysalis of the Changelings. Who by the will of Her will bested the Princess Celestia in single combat.”

As the old stallion continued, Chrysalis let her mind wander a bit. She thought about what she would do the rest of the day after the coronation. Perhaps relax in the royal gardens? Go on a tour of the city? Stop by that little donut place she had seen while disguised as Cadence? So many tempting choices.

“By right of conquest, and the under light of Faust, I now proclaim her majesty, Chrysalis, the First of Her Name. Queen of the Changelings and the Three Races of Equine, and Empress of all Equestria.” The old Pegasus proclaimed before placing a crown of flowers atop Chrysalis' head. “Long may she reign!”

“Long may she reign!” The changelings in the crowd repeated, before letting out a raucous cheer. Of which Chrysalis of course relished in. After indulging herself to their cheers of approval, she raised her hooves to silence them.

Clearing her throat, she addressed her new subjects, “Citizens of Equestria.” She began. “I shall keep this short, sweet and too the point. I know that despite the very little changes to your daily lives, you still have concerns of what is to come next. Well, I want to assure you, that as your Queen, my number one priority is that you continue to live happy and healthy lives. Your happiness is what is important here. And as long as you remain loyal to me, I will treat you as well as Celestia ever did. However… I will not tolerate any means of defiance. All who threaten the peace will be punished accordingly.”

Chrysalis paused to let her words sink into with the crowd. There had been a few ‘instances’ of violence even after she had secured the city. But a few days in a cocoon was more than sufficient to put them back in line. It also made feeding a tad easier and more convenient.

Finally, the elderly Pegasus spoke, “This assembly is adjourned. You may return to your daily activities.” He said turning to Chrysalis, “Um… if that’s of course alright with our Queen?”

Chrysalis nodded with a smile. “Yes. Let’s not draw out this longer than it need to. You may all go if you like. I must return to my duties.”

Silently, the crowd began to disperse. Ponies filled out of the courtyard alongside changelings to return to their daily lives. With her title now made official, Chrysalis and her escort returned inside of the palace and made their way to the throne room.

The doors swung open as she approached, and with a graceful stride, she entered the long, ornate corridor of the royal hall. From the vaulted ceiling, black banners decorated with emerald trim and embroidered with the sigil of the Changeling monarch hung down to the point where they almost touched the floor. Stone braziers lit with green flame illuminated the hall, casting beautiful shadows that seem to add to its vastness. At the far end she could see it. The golden throne of Equestria.

Fluttering her wings, Chrysalis hovered over to the gilded chair and resting her plot upon it, a wide toothy smile brightly decorating her face. At her side stood two sentinels, armed and alert, and lining the hall, stationed at every column stood others, all of which were armed and standing in military formation. Chrysalis sighed at the sight and relaxed into her thrown. Titling her head up, she lazily stared at the ceiling. High above her, seven crystalline, green cocoons tangled from the vaulted ceiling, suspended by thick resin. Inside, she could see Celestia, Luna, and the Elements of Harmony suspended in a deep sleep, floating in a warm, liquid bath of nutrients. Seeing this let her relax even further and she closed her eyes, reclining into her thrown.

After a few moments simply relaxing in her thrown, Chrysalis’ ears perked up. She listened for a moment as if seeking something out. Opening her eyes, she looked about the hall as well. Everything was so quiet…

“Hmph~” Chrysalis huffed. “Something seems off.”

Chrysalis fore once in the entire day let a frown cross her lips. She had everything she and strived for to achieve. But what next? Her ideas from earlier came back to her. She did want to perhaps try some of those tasty donuts she had seen in the shop's window, but she also could take a stroll through the royal gardens. She didn't know why, but for some reason none of those options seemed to appeal to her at the moment. Her eyes then drifted back up to the cocoons high above her, and her gaze fell on Celestia’s pod. The Alicorn had given her a good fight during the wedding fiasco, even though she had lost in the end. She could feel the energy radiating from the solar princess even as she slept. Such power. If only she could swayed her to her side.

Suddenly, an idea popped into the giant changelings head. A devious idea. An evil idea. She chuckled as she entertained the thought in her mind a licked her lips at the prospect. “Captain?!” She called.

A single changeling answered her call. He was slightly taller than the others and was dressed in a slightly more decorated armor. He hovered over to the Queen and sat down just before the steps of her thrown. “You called my Queen?” He said with a bow.

“Yes. Would you and your lieutenant please take that cocoon there to the dining hall. I have something special planned for her. I want her removed from her cocoon and dried. But restrain her, and bind her horn with resin. understood?”

“Yes my Queen.” The changeling saluted before calling, “Lieutenant!”

Another changeling, dressed in bronze amor quickly flew over to join them. He bowed before his Queen and stood attentive, “Yes sir?”

“Help me take that cocoon to the dining hall.”

“Very good.” Said Chrysalis as the two flew up and promptly plucked the cocoon from the ceiling. “Prepare her and await my arrival. I’ll be needing your assistance with this one…”

And with that, the two changelings flew off out of the throne room and towards the grand dining hall to away their Queen. Chrysalis once again relaxed into her throne and chuckled to herself. “Oh this is going to be fun~.”

Celestia's drowsy eyes slowly fluttered open as her mind began to clear. She blinked a little as her eyes lost their blur. She could see that she was still in the palace, and looking about she could tell that she was in the royal dining hall. However, when she tried to move her stiff joints, she found that she couldn't. She could feel that her front legs, as well as her hind legs had been bound in rope and pressed against her body. In fact, her whole body had been bound similarly. She could feel a collar wrapped around her throat. Glancing behind herself, she could see that she was suspended in a strange binding apparatus, dangling a few feet above the marble floor. Her tail also had been bound and forcefully raised upwards, leaving her marehood completely exposed to be seen by whoever might wish to view it.

She felt unbearably exposed with the ropes keeping her completely still and her most private regions exposed. She tried to use her magic, but she quickly found that it would only fizzle and whither the harder she tried. Looking up she saw that her horn had been coated with a glossy, green resin that had seemed to have solidified and was preventing her from using her magic. Fear started to well up in her and she tried to call out, but her cries were muffled into incoherent grunts as she realized that she had been gagged. She jostled about trying to break free of her binds, but her efforts proved to be fruitless. Trying to calm herself, she began to scan the room.

Searching the room and initially finding no signs of life, her eyes eventually came to rest on two changelings that were standing just a few feet away and smiling at her deviously. She tried to ask them who they were and why was she bound like this, but only muffled grunts managed to escape her.

Suddenly, the door to the dining hall swung open, turning both the changeling’s and Celestia’s attentions. There in the doorway, stood the foul creature that had invaded her city and kingdom, and had imprisoned her in one of those slimy cocoons. And no doubt had she ordered that she be bound like this. She shot a hateful glare at the queen, trying unsuccessfully to curse her through the gag lodged in her mouth.

Seeing her former rival bound in such a demeaning fashion brought such a giddy smile to the giant changeling. Chrysalis made her way over to her guards, flashing the Alicorn with a toothy grin. “Very good. Most excellent captain.” Chrysalis said to the taller of the two. ”You’ve simply outdone yourself with this one.”

“Thank you your majesty.” He replied.

Turning her attention back to Celestia, the changeling Queen licked her lips and proceed to circle the bound Alicorn. As if she was some great cat stalking its prey.

“My spies had informed me prior to the invasion of your affinity for pastries.” She said deviously as she circled the bound Alicorn. Slowly she made her way around to Celestia’s large, luscious rear. She eyed it hungrily and could feel the burning between her legs grown ever more fierce as she took in the solar princess’ exposed anus and marehood. She reached with her hooves and firmly clasped Celestia’s ass cheeks, causing Celestia to gasp as she felt the tickle of Chrysalis' breath on her nether regions, “And my goodness, their reports weren't wrong judging by this plump rear you got back her. And well built hips too. Simply perfect for popping out little foals and fillies. Don't you agree captain?”

One of the changelings, a taller and slightly more muscular individual dressed in blue armor smirked at the Queen’s question. “Oh yes your majesty. A plot such as that is more than well suited. Makes me quite surprised that the castle isn't overrun with little heirs.”

“Tis quite a pity.” Chrysalis replied.

“Quite a pity your majesty.” The second Changeling stated. “With a plot so luscious and luxurious as this, it would be a crime to leave it untouched.”

Chrysalis let a truly wicked, toothy grin snake arose her muzzle, “Well, we’ll just have to fix that wont we? What’s say we help her ‘majesty’ here start making little fillies and foals?”

“Brilliant idea my Queen,” said the captain. “And quite generous.”

“Oh yes, very generous indeed.” The second changeling added, “and thoughtful my Queen.”

With a chuckle, Chrysalis licked some of the saliva from her fangs and shot an evil glance to Celestia, “Well let’s not keep the princess waiting. Lieutenant Calyx, why don’t you go give the princess a good look of what she’ll be treated too?”

With a bow the second changeling, who apparently was named Calyx took wing and flew over in front of Celestia, bringing his groin directly eye level with her. Celestia’s eyes widened as she gazed upon the changelings most sacred of organs. Situated between Calyx’s hind legs she could see a set of enormous smooth, ashen-gray balls. The round orbs were perfectly smooth and colored a slightly light hue than that of his coat. They appeared almost oversized, as if swollen or irritated, each precious orb almost as wide as a pony's hoof. Higher up she could see his sheath, fully engorged and bulging, the tip of the stallion hood only just peaking out.

Seeing this she panicked a little and began to rock back and forth, fruitlessly trying to break free of her binds. Chrysalis thought this amusing and let out another small chuckle. “Lieutenant,” she said, “make sure she also gets a nice hefty sniff as well.”

“Hehehe… as you wish your majesty.” Calyx chuckled with an evil grin. He then proceeded to press his large, swollen groin directly into Celestia’s face. She felt the burning hot flesh of the changeling’s sheath and scrotum as it pressed against her snout. She could feel as his musk began to invade her nostrils, causing them to flare and burn. She tried to hold her breath but found it difficult with the gag shoved in her mouth, so she was forced to breath in the raunchy stink of the male’s groin as he ground against her face.

“Captain, since Lieutenant Calyx has the front end taken care of, how about you go tend to that tight pucker of hers?”

“Of course my Queen. It would be my pleasure.” Fluttering over to Celestia’s rear, the changeling captain took in the sight of the Alicorn’s exposed pucker. He had made sure it had been thoroughly cleaned whilst having her prepared for the Queen’s purposes, and now he was going to reap the fruits of his labors. Leaning in, he took in her scent, letting it fill his nostrils. He, like Calyx, was also fully engorged. His stallionhood beginning to peek out of his sheath in anticipation. He opened his mouth and bared his fangs, letting them escape against the soft and sensitive skin of Celestia’s anus, causing her to yip in surprise.

“Oh… I’m going to enjoy this.” He said to himself before his tongue began to snake out of his mouth and trace the outer rim of her pucker. He worked inward, savoring her flavor as he coated her skin with saliva.

“Enjoying yourself captain?” Chrysalis mused.

Pulling himself away from the Alicorn’s rear, he looked to his Queen and let out a light chuckle before returning to his work. After several more minutes of this, he found that his cock had fully emerged from his sheath and was standing completely erect. He looked to Chrysalis and said, “My Queen… permission to proceed?”

Chrysalis nodded, “Granted. Do what you will with her. But do not touch her marehood. That part belongs to me~” She said in a most wicked and villainous tone.

The three changelings all laughed together at this, but Celestia’s alarm only heightened. Calyx had also grown fully erect, and could do nothing as the musky, blistering hot organ slid across the bridge of her snout and leaked hot pre onto her cheek and forehead. She wanted to scream but found her voice caught in her throat as she felt the changeling at her rear press the head of the his member against her puckering anus. “Relax princess,” he cooed. “On second thought actually… don't. I want you to be as tight as possible.” Pushing his hips forward, he strained his cock against her opening. It took a little efforts, but slowly Celestia’s anal opening began to spread open, allowing his cock to sink into her rectum. Celestia felt tears build in her eyes as the sharp pain of his intrusion ventured deeper and deeper into her anal cavity. He moan and grunted at the sheer heat and tightness of the Alicorn’s rear, eventually sinking the entirety of his length inside her.

As she watched this unfold, Chrysalis bit her lips and anxiously shifted from her viewing stop as the all too familiar burning sensation began to build in her loins. She watched as he slowly pulled out of her before slamming back in great vigor, and she licked her lips at the sight. Chrysalis then turned her attention to Calyx who was unsure of what to do next.

“Feeling a little left out lieutenant?” She mused. “Well do not fret. I made sure you wouldn't be. Take a look at that mouth piece she’s wearing.”

Looking down to study the mouthpiece, Calyx found that it had been made of a reddish latex, and cast to mimic that of a mares cunny. He was surprised he hadn’t noticed this before.

“Why don’t you give her highness a taste of your stallionhood?”

Calyx’s eyes lit up and he began to align himself with the alluring mouthpiece, much to Celestia’s horror.

“But wait!” Chrysalis interrupted. her horn burned with its signature emerald aura and she levitated something from the table over to her. Glancing over, Celestia could just make out was it was. A tube of frosting? “The Princess does love her cake, and I did a little investigating and apparently vanilla bean frosting is her favorite. What say we give her a little extra treat?”

“Oh yes your majesty. Wonderful idea.” Calyx replied enthusiastically.

Still holding the frosting tube in her magic, Chrysalis made her way over to the lustful stallion. She breathed in his musk. Letting it fill her lungs and add to the growing fire in her loins. Taking his dripping member in her hoof, she gently caressed it and levitated the tube over to it. Uncapping it, she squeezed at its base, forcing the rich, creamy white frosting to pour out of the tube and onto Calyx’s cock. She heard him whimper as the cold frosting covered his member. “There we go. Why I’d even go so far as to say with a birthday candle this would be an A-class cake ready for eating.” She jested, “Don’t you agree Celestia?”

The bound Alicorn snarled at Chrysalis. The raging heat of the sun burning in her eyes as if she was trying to revert the changeling to pile of smoldering ash.

“Now go on lieutenant. Give the princess her cake.”

And with that, Calyx proceeded to reposition himself with the mouthpiece. Celestia stared in horror as the frosting covered member pressed against the opening and slowly began to slip inside. She suddenly felt the tip of his cock brush against her tongue as it slipped in. She could taste the raunchy mixture of potent stallion musk and sweet creamy vanilla bean begin to coat her tongue. She heard him shudder with satisfaction. He began to move his hips back and forth, forcing his cock in and out of Celestia’s moist and warm maw.

“My my, I must say Celestia. You look good with a mouth full of cock.” She mused. “Tell me, does it taste good?”

Celestia couldn't answer. All she could do was grunt as the two changelings worked both her anal and oral orifices. It had been an awfully long time since her last lover, and she certainly didn't remember it as being even half this intense.

Chrysalis continued to watch from the sidelines as her guards had their way with the former Equestrian monarch. She had stepped away slightly to get a better view of the performance they were giving her. Her horn still burned that bright emerald glow, and she reached out to sample the emotions emanating from the trio.

From her captain and lieutenant, she could taste a heavy mixture of lust and desire, which mixed well together to make quite a spicy flavoring. However from Celestia she could make out so much more emotions. Anger, pride, sadness. These danced on her taste buds, but too Chrysalis’ surprise, she also was able to pick up the faint taste of… pleasure? Was she actually starting to enjoy this?

The two changelings continued to work their stallionhoods in and out of the restrained Alicorn. Despite her attempts to ignore the building friction of their members, she couldn't hold back as her marehood began to swell and dribble with milky fluids. She began to drool, allowing little streams of saliva to run down her chin and flow down her neck, whilst her rectum began to clench rhythmically around the hot foreign object.

Her clitoris was now starting to wink in and out of her dribbling pussy lips. Chrysalis could smell the building musky odor from her viewpoint and could hear as Celestia began to moan in rhythm with their thrusts. Slowly the two built up pace, their thrusting becoming ever more powerful and energetic. Celestia could feel and taste the hot pree cum that the two were starting to release as they went on. She felt as it streams down her throat and washed through her rectum, effectively lubricating the two musky cocks. Finally, after what seemed like an eternity, the two succeeded in hilting themselves inside her. She gasped as she felt her jaw and anus forcefully spread open than ever before. They let out harty grunts, and with surprising force, they unloaded themselves into her.

Celestia moaned as she felt Calyx and his captain pour their hot, undiluted baby-batter into her. She felt it as it filled her muzzle to the brim, forcing its way down her throat. She gulped it down with an almost eager demeanor, filling the room with the loud, wet sounds of her expanding and contracting throat.

Meanwhile, the captain was busy pumping his own fluids into the princesses ass. Both he and Celestia could feel the pressure building as more and more rich cream filled her anal cavity. After about a minute of this and finally the two seemed to have finished emptying themselves into her, and eventually retracted themselves from her. Celestia could only pant as she dangled there still bound. She could feel the changelings cum dripping out of her sore rear.

Chrysalis all the while watched in satisfaction. Seeing her chief rival defiled in such a manner was beyond pleasing. But after witnessing such a display she herself was beginning to leak. She looked down to see the small silky pool that had begun forming her her haunches. She reached down and collected a drop of it on her hoof before bringing it to her lips. Her forked tongue reached out and sampled the fluids flavor. She let out a small chuckle as it danced on her tongue.

She breathed in deeply, filling her lungs to their capacity before letting out a content sigh. Her eyes then turned to Celestia’s still winking marehood. She noted how her clitoris rhythmically moved in and out of her soft petals. “Excellent work you two.” She said to the two changelings. “Now, lieutenant Calyx, would you be so kind as to remove the princess’s mouthpiece?”

After catching his breath, Calyx did as the Queen had asked. Removing the mouthpiece, Celestia gasped and drew in a large rasping breath. She coughed a little, sending small drops of saliva and traces of changeling semen out to land on the marble floor.

With a triumphant smile, Chrysalis strode in front of the exhausted Alicorn. Reaching up with her hole riddled hoof, she raised Celestia’s chin upward, bringing her eyes to meet hers. “My dear, sweet Celestia.” She cooed. “How the mighty have fallen so low.”

Celestia only stared back with weary eyes.

“But worry not. You will soon come to terms with your new life. In fact, I do believe that you will come to adore it. And I plan to… help you do so.”

With her horn glowing that intense green aura, she initiated the spell. Emerald flame swiftly raced across her coat, traveling down her long neck and down towards her tail. However, when the flames had subsided, Chrysalis still stood there in the original form. What had she done? Celestia looked at her with questioning eyes.

Chrysalis only chuckled in response before snaking her way back behind her to once again clasp her large, voluptuous rear. Chrysalis eyed her still winking marehood, and made careful note of every detail of her soft, dripping petals. Every curve and fold of the skin. How it emanated that sweet desire, which the Queen was no short of to drink down.

Licking her lips, the giant changeling let her hot breath caress the quivering petals, making Celestia moan quietly. With a wicked smile, Chrysalis reared up, much to Celestia’s surprise and proceeded to lay the barrel of her body atop Celestia’s haunches, causing a gasp to escape her as she felt something all too familiar to her now press against her marehood.

“No… it can't be.” Said Celestia meekly.

“You know Celestia? There are a few perks to being a changeling.” Chrysalis said as she ground herself against Celestia’s posh rear. “Oh of which is being able to… ‘add’ things to your anatomy.”

“P-please… please don't.”

“Oh my dear Celestia, beginning is unbecoming of you.” Chrysalis whispered into her ear. “But don’t worry, I’ll make this quick.”

Shifting Celestia’s rear into position, Chrysalis aligned her newly formed member with the princess's waiting opening. “Let us begin.” She said as she pushed her hips forward.

Baring down on the princess, the giant changeling violently forced her length into the Alicorn, nearly hilting herself and causing Celestia to cry out once more. The room was again filled with huffs and whimpers of pleasure as Celestia adjusted to having her long ignored marehood stretched wide open by the Queen’s impressive girth, and Chrysalis accustomed herself to her rival's tightness.

“Fits like a glove.” Chrysalis mused.

Celestia could only whine like an animal caught in a trap as she continued dripping long pent up juices. Her entire body trembled as Chrysalis’ flare scraped along her inner wall on its exit journey. Celestia's royal marehood suddenly constricted, pinching down on Chrysalis’ shaft. Chrysalis simply laughed in amusement.

Chrysalis heaved her hips back. Celestia's lips trembled up as her pussy was stuffed full of the Queen’s cock, as it never wanted to let go. The two of them let out a loud, guttural moan as Chrysalis length was wrenched from her pussy’s grip. Without warning, Chrysalis once again bared down on the princess and plunged her flaring cock back inside. Not quite balls deep, but certainly deeper than before.

“Ohhhh… yes~!” Chrysalis moaned, “You're a lot tighter than I expected. But I’m not complaining.”

Chrysalis reached forward and grabbed Celestia’s mane in her fanged maw and pulled it violently backwards, using it like reins. “Excellent texture as well.” Chrysalis thought to herself. “She'll make a fine broodmare.”

Celestia was lost in a torrent of pleasure, feeling both aroused and revolted by the enormous invader that was being plunged in and out of her most sacred and untouched of places. Her mind swirled with a menagerie of thoughts and emotions, all of which the Queen quickly made a feast of. Chrysalis the meanwhile was thoroughly enjoying herself. Not only was she saying her carnal desires, but her hunger as well. As she thrust in and out, she would sap at the princess’s emotions. Drinking them in gluttonously. She could feel how it nourished her. How it coursed through her veins. And the more she fed, the thicker she felt her body become. She could feel her proportions begin to swell again like they had done earlier with Rose Bud, but this was far richer. She could feel her thighs expanding, her equine breasts filling with warm milk, her own marehood growing ever more swollen.

Celestia all the while could feel her body betraying her, submitting to the ravishing pleasure the Queen’s cock was giving her. She whined and panted in pure ecstasy as the large member worked in and out of her. Then, finally she felt it. She could feel deep inside her the flaring tip of the Queen’s member kiss the entrance to her womb.

Chrysalis released her Celestia’s mane and settled on gripping both of the Alicorn’s now splayed and twitching wings. Chrysalis chuckled a little, than with seemingly no effort once so ever, pushed forward, popping the flaring head of her cock into Celestia’s womb. Celestia's back arched as far as her bindings would allow and she cried out. Her marehood clenching around Chrysalis’ cock and letting loose a drenching, silky flood of blistering hot marecum onto the floor.

“Oh look, you came for me.” Chrysalis cooed. “How sweet.”

Celestia only panted in response. Her tongue hanging out like a dog in heat. As the Queen continued, Celestia began to feel magic start to course through her. Snaking through her body like coiling tendrils. Consolidating primarily in her rear and her lower abdomen. She gasped as she felt the magic start to take hold. Reshaping her body. She felt as her breasts began to swell and leak fresh milk. But that wasn't all. She began to feel an intense heat begin to build in her skin. As if she was on fire. To her surprise she looked back to see that green flames were starting to rise off her white, pearly coat. Slowly creeping up the length of her body. Her eyes flashed a bright emerald green and she sighed softly.

She felt as the magic took her over, diluting her mind. Reworking it. From between her legs she felt her body begin to change. Looking down she saw what appeared to be a stallion sheath and balls begin to form just behind her swollen breasts, leaking musky pree. A wet, meaty slapping noise filled the air as Chrysalis swung her hips back and forth, shoving her enormous ashen-gray cock inside of the changing princess. Celestia continued to leak her unnaturally hot excretions onto the marble floor below her. Her eyes began to roll back in her head, her tongue dangling helplessly out of her mouth.

“Umph~! Get ready Celestia!” Chrysalis huffed. “Cause her it comes!”

Chrysalis was on the absolute brink, leaking dollops of precum which mixed their milky whiteness with the clear silky fluids that Celestia's marehood had coated her cock with. Chrysalis finally hilted herself, baring down her full weight and ground her cock deep inside of the Alicorn’s womb before finally letting out one more cry of pleasure as her balls contracted and her tip exploded with thick, milky baby-batter. Celestia let out a throaty cry as her womb began to swell up. Even her tubes were being filled and she revealed in it. A bright, greenish light emanated from Celestia’s cutie mark as the golden hues of the sun faded away to be replaced with those of a light crystalline green.

She now belonged to the Queen. She now belonged to Chrysalis.

For several long minutes after, the two simply panted with Chrysalis still buried deep inside of Celestia’s marehood. Finally catching her breath, Chrysalis composed herself and removed herself. Letting her green flame coat her body, the large stallion hood quickly vanished from her loins, returning her to her natural state. She turned to her two guards who had stepped aside to watch as their Queen branded her new broodmare.

“Captain,” She said, “You and lieutenant take her to the baths to get her cleaned up. She wont give you any trouble now. I want her in my room tonight. Understood?”

The two guards saluted, “Yes your majesty.”

“Good, now I must be off. I have a craving for a cream filled donuts.” She said turning towards the door. However, she was cut off when the door swung open, and her general stepped in.

“Your majesty. We have a problem.” He said.

“What? What kind of problem?”

“The princess Luna has escaped.”

“What!!!”

Chapter Two: The Queen's Pupil.

Chapter Two: The Queen's Pupil.

Long Live the Queen.

Chapter Two: The Queen's Pupil.

By Charrylicous

“What do you mean she fucking escaped?” Chrysalis screamed; the anger inside her causing the veins in her neck to pop out. Her guards recoiled in fear as they hastily followed their queen down the hallway towards the throne room. “She was completely restrained in the pod! She was goddamn unconscious! How in the seven levels of Tartarus could she have escaped!?”

Reaching the throne room doors, Chrysalis forced them open with her magic. The grand royal hall was in turmoil. Banners had fallen from their hangers, braziers had been over turned and soldiers lay on the floor unconscious while others tried to tend to them.

Chrysalis wasted no time and instantly dashed to the throne to check on the green pods. Flying up to them she was relieved to find that none of them had been disturbed, all except for one that had been burst open. Glaring at the ruptured prison, the giant changeling grit her teeth.

“How did this happen?!” She exclaimed.

Three of her royal guard flew up hesitantly to meet her. The most decorated of them came forward. “Um… your majest~”

“You!” Chrysalis snapped. “You were posted here whilst I was away! How did the Alicorn manage to escape?!”

The changeling commander was shacking in his chitin. “We… Um… It’s hard to explain.”

“Well then get explaining damn you!”

“Um… we uh… when you left… a few more guards from the previous shift walked in saying you had sent them.” He began. “But… then they… they went to the pods and… cut it open.”

Chrysalis’ jaw dropped. “They… what?”

“We placed them under arrest already but… yes, they flew up and freed the Princess. We tried to apprehend her but she over powered us. We’ve been interrogating them but they swear that they had been asleep the whole time. They don’t remember anything…”

Suddenly it clicked in Chrysalis’ mind. She knew that Luna had the ability to enter Ponies dreams, but… was she actually able to do the same for changelings?!

“That bitch~!” Chrysalis swore under her breath. Luna must have entered their dreams and done something to them. Made them sleep walk or something to try and free herself and the others. Luckily she had only been able to free herself.

“But…” The commander continued, returned Chrysalis’ attention to him. “She was able to free one other…”

Chrysalis’ eye began to twitch. “What?” She said bluntly.

“Yes um… according to our reports… the Princess of Food escaped with her.”

Chrysalis felt as if she was going to explode. Without a word, she slowly drifted down to the cushioned throne, her face still filled with anxiety and her eye still twitching.

Luna had freed Cadence. How did she even know where she had hidden her? Hardly anypony knew of the caves bellow the castle. Just… just how!?

All the changelings present were looking to her waiting to see how she’d respond. Finally, after a long silence, a small, wiry grin traced over her lips and she began to chuckle.

“Goddess fuck me with a hoof-full of sun-fire!” She exclaimed throwing her hooves into the air and chuckling most unpleasantly. The kind of laugh one does when they’re in a state of sheer misery that they try to cover it up with laugher in order to preserve their mental state.

After several long minuets of that uncomfortable, miserable laughter, Chrysalis composed herself and took in several long calming breaths. Looking up at her commander she addressed him.

“It appears that we’re going to have to change our plans slightly.” She began. “No doubt those two will be in hiding. Plotting their next move… But we’re going to think one step ahead of them.”

“What are your orders my Queen?” Asked the Commander.

“Send out your best squadrons. I want search parties out looking for them. Even if we don’t find them, your presence will keep them from sticking sooner. Give us some time to build up our counter defense. But if we do find them, I want them captured. Alive.”

Her commander nodded and stood alert.

“Right. Now go!” She ordered. “Find Luna and Cadence! And as an extra reward, the squadron who finds them first can do what they with them as soon as their returned to Canterlot.”

The commander looked to his two lieutenants and smirked.

“As you command my Queen.” He then flew off to organize the squadrons. His loin’s already growing musky at the prospect of finding the two escaped Alicorns first.

Chrysalis with heavy sigh fell back into her throne and rubbed her temple. In the light of this new development she would have to alter her plan to use the Princesses to her advantage. If her rule was to be cemented, she would need the Pony population on her side, and the best way for that to happen would for them to see that their former rulers were approving of her leadership. Now… she would have to take a more direct approach.

With a sigh, she stepped up from her seat and began to walk towards the throne room exit. “Captain!” She called.

“Yes your majesty?” He answered flying over to his Queen’s side.

“You will be accompanying me to the lower dungeons, we have a friend we need to visit…”

Twilight sat alone in her cell. The dark stone room illuminated only by a candle of green flame. Her head hung low, she stared at the floor in silence; a large iron collar bound around her neck, attached to a chain linking her to the cells bed. Two changelings stood guard at the door, and would occasionally glance at her with wiry smirks that set her on edge. Every now and then they would speak to each other, though it sounded only like clicks and chirps to Twilight.

Her mind was a bedlam of activity. She thought about what had happened at the wedding… even though she had exposed the changeling for who she really was, that still didn't change the outcome. Canterlot, and by extension, Equestria had fallen.

She had failed…

Tears began to well up in the Unicorn’s eyes as she thought back to how her friends and love ones where either carted off or stuffed into those horrid green cocoons. She had thought she would have been placed in one herself, but to her surprise, she had been taken to the Canterlot dungeon instead? Why was she alone placed down here? She was one of the Elements, so why was she imprisoned differently?

She torn out of her sorrowful thoughts as she heard the sound of hooves approaching her cell. Heavy hooves accompanied by the buzzing wings of other changelings. The two guards stood alert and raised their hole riddled hooves in solute as the giant changeling came into view.

“Chrysalis…” Twilight whispered venomously.

There stood the giant changeling monarch who had imprisoned her and her loved ones. Who had usurped the throne of Equestria for herself and done who knows what else since.

Twilight felt anger begin to surge in her chest as she glared at the Queen, as if she was trying to burn her alive with the heat of her stare.

Chrysalis spoke to the two guards in their native language, and Twilight wished to herself she could speak it, at least then she would know what they were saying. The two guards seemed to chuckle after the Queen had finished speaking and one turned to the iron-clad door with a key, unlocking it.

The door swung open with a rusted groan as metal ground on metal. Chrysalis then stepped inside, having to duck her head so that her horn did not impale the doorway. Twilight all the while kept her hateful glare directly on the changeling, meeting her violet eyes with Chrysalis’s emerald.

“Hello Twilight.” The Queen spoke.

Twilight didn't respond, only continued to maintain her hateful silence.

“Oh? I see, we’re still a little hurt about our little scuffle at the wedding?” Chrysalis mused.

Twilight angrily snorted at the Queen and narrowed her eyes.

“Oh, well I’m sorry you feel that way.”

“No your not.” Twilight hissed.

Chrysalis shrugged. “Perhaps I am, perhaps I’m not. But I don’t think that’s really that much of the issue now.”

Twilight’s anger faltered, her hateful glare replaced with a sense of despair, and she hung her again. Chrysalis placed a hoof underneath her chin and brought it up so that their eyes could meet again.

“I am dreadfully sorry that I couldn't offer you more… elegant accommodations, but sadly I do have to keep you out of trouble. You and I both know what you're capable of.”

Chrysalis turned towards one of the guards, “Release her.” The Queen said. Twilight stared at her in silence, a little unsure of how to react. The guard came in with a set of keys and after looking through them, he unlocked the chain that connected her to bed, but still left the iron collar bound around her neck. Chrysalis clicked and chirped a few commands as she lead Twilight out of her cell by the chain-lease. They were then flanked by four other changelings, armed with spears.

Chrysalis, Twilight and their escort then ascended the several flights of stairs up to the castle levels. Twilight had to adjust her eyes as the light of the sun met her. After spending several days in the dungeons, her eyes were a bit sensitive to the bright light.

For a long time, they walked in silence, save for the occasional clicks and chirps from the guards. Twilight noticed the slight changes that had been made to the castle interior, with the green reason decorating the halls.

“We’re not monsters Twilight.” The Queen finally said, “we do what we have to to survive.”

Twilight didn't respond but looked up at the Queen at her side. Chrysalis looked at her with a serious glance and said, “Do you want to know why I invaded? It was because I had no choice. The place you know as the Badlands? That was our home.”

The whole assembly seemed to lower their heads in response to the mentioning of the Badlands. “You see… it wasn't always the barren wasteland that it is today. In years lost past, the Badlands were a paradise. A garden of greenery and color. This is where for generations we dwelled. But all of that began to change. The greenery was swallowed up by the earth. The rivers ran dry and the sky became choked with dust… no one knows how this happened, but for years after we suffered. Whole families starved, fighting broke out amongst ourselves, and nymphs were born, raised and died all in darkness. We had no choice but to seek out a new home…”

This made Twilight’s heart begin to sink. Was this true? Were these supposed invaders in truth refugees?“But… why couldn't you have just talked to us? We could have worked something out~”

“We tried that,” Chrysalis interjected. “Many years ago. But we were met with hostility and fear. You ponies took one look at us and our feeding habits and deemed us from Tartarus spawned.But luckily for you ponies… we are forgiving.”

Chrysalis turned her gaze towards a nearby window. Twilight followed her gaze and then looked back towards the changeling monarch.

“Go ahead Twilight. Go look outside.” Said the Queen.

Slowly, and rather nervously, Twilight moved away from the Queen and her guards and over towards the window seal. Looking outward, she gazed on the sprawling streets of Canterlot. The first thing she noticed was the changes the changelings had made to the city. Namely the towering black spires and the green resin. But for the most part, and to her surprise, the city looked just how it had been. She could see changelings even repairing the houses that had been damaged during the invasion.

She also noticed how the ponies bellow seemed to be going about their day like nothing at all had happened, which puzzled her a little.

“You see my dear Twilight? Despite the change in hooves running the show, everything is practically as it was before hoof. My goal is not to oppress my new subjects. That would contradict the whole reason we came here. It is my job now as both the changeling and pony ruler to keep the peace and my subjects happy, and I intend to do just that.”

Twilight could see the Queen reasoning. Changelings feed on love, and it wouldn't make sense for them to do anything that would endanger to love production of ponies. In fact, for the most part she could tell, ponies were simply continuing to live their happy, healthy lives… she was glad for this, but still her sadness and worry plagued her.

“And what of my friends?” She asked. “What about them?”

“Your friends?” The Queen relied. “Their safe. I have them comfortably kept in their cocoons. No harm will come to them I assure you. That is… as long as you behave.”

“B-behave? What do you mean?”

Chrysalis trotted over to the violet Unicorn and smiled at her. “I understand you were Celestia’s prized student, yes? Well… I’m going to give you a choice.”

“A choice?”

“Yes. You have two options. Either you can refuse me and return to your cell, or, you could become my student as you were to Celestia, and help me rule as Equestria’s rightful monarch.”

“Wh-what?” Twilight stuttered.

“Think carefully of what you're going to say next Twilight.” The Queen interjected, “The fate of you and your friends depends on it.”

Twilight was beside herself. The Queen was offering her a chance at freedom. Well, partial freedom at least. If she said yes, she could possibly help ponies that were struggling, possibly bid her time to devise a plan to free her friends and the princesses. But on the other hoof, it that failed she and her friends would without a doubt be punished. She could also try to work with the situation. After all, the ponies seemed to be content enough, with nothing really that drastic changes in their lives... She just couldn’t make up her mind.

Chrysalis saw and could smell her distress and decided to help her a little, “Perhaps… a second opinion would help you decide.” She said as her horn light up with magic.

The sound of approaching hooves filled the hallway. Twilight’s eyes light up with shock as the new figure turned the corner.

“P-princess?”

It was Princess Celestia. Free and about. Twilight could barely believe her eyes as the Solar princess approached them with a smile. “Hello Twilight.” She said in her nurturingly sweet tone.

“B-but, but how?” Twilight stuttered. “I saw you cocooned?”

Celestia placed a loving hoof on her students shoulder, “It’s okay Twilight, I’m fine, and the others are too. Chrysalis spoke to me and told me of why they came… she told me that as long as we’re loyal to her that everything will be okay and as they were, and… Twilight… please understand.”

“But Princess, I’m so confused?” Said Twilight as her eyes began to water.

“Shhh… it’s okay Twilight.” Celestia soothed bringing Twilight into her warm embrace. “I know this is hard, but… I’ve relinquished my rule…”

Twilight stared in disbelief, “What?”

“I relinquished my crown Twilight.” Celestia continued. “I am not fit to rule if I couldn't defeat the Queen. She has proven herself capable and from what I have seen she does want to absolute best for both of our peoples… Twilight… I know what the Queen is asking of you… and I think it would be best if you accepted.”

Tears streamed down Twilight’s cheeks as her beloved teacher spoke. “Wh-what? N-n n-no, P-princess… I can’t! I can’t betray you!”

“Oh my sweet Twilight, you're not betraying anypony.” Celestia kissed her forehead. I think this is best Twilight… the ponies need their Elements. Will you leave them now Twilight?”

Wiping the tears from her eyes, Twilight shook her head, “No, Princess…”

Twilight then parted from Celestia arms and walked back over to the Queen, her head hung low. “I accept your offer… my Q-queen. I will be your student...”

Chrysalis smiled gleefully at this and placed her hole riddled hooves on Twilight’s shoulders. “Shhh… it’s okay Twilight.” She said. “Lieutenant Nom de Plume?”

One of the changelings stept forward. “Yes your highness?”

“Remove her shackles.”

With a respectful nod, Nom de Plume went over to Twilight and quickly removed her iron clad collar. Twilight rubbed where the cold metal had rubbed against her coat with a grimacing look.

“Do not worry Twilight,” said the Queen. “You will not regret your decision. This I promise. Now… Celestia, would you please go and wait for me in observatory? I’ll join you there in a moment.”

With a respectful bow, the former Equestrian monarch trotted off towards the royal observatory as her Queen commanded, leaving Twilight once again alone with the changelings.

“Lieutenant?” The queen said. “Please take Twilight to her room, and draw her a bath. Feed her and make sure she’s comfortable. Understand?”

“Understood my Queen.”

Nervously, Twilight gave one last glance at the Queen. Nom de Plume waited for her for a moment and soon the two of them were trotting off to the nearby stairwell, leaving Chrysalis alone. With her new student now out of sight, the giant changeling let a devious smile cross her lips. Everything was going according to plan.

Dismissing her guards, she headed up towards the observatory where Celestia was waiting. Opening the door, Chrysalis found the Alicorn, laying on near the balcony with her tail raised and her coat subtly sweating.

Chrysalis smiled seeing this. Celestia the meanwhile was staring intensly at the Queen, her tongue dangling out of her mouth, her eyes glossed over with a rich green.

“C-cock…” Celestia moaned, “P-please my Queen… I need your cock…”

“Poor little princess… Once the ruler of all of Equestria… now only filled with the desire to feed and breed.” Chrysalis cooed, igniting her magic to form her large stallion hood and family jewels. “Now let me see that beautiful face of yours.”

Her breath uneven, Celestia ignited her horn, but instead of glowing its signature gold, her horn lit up with a greenish aura comparable to that of the queens. Emerald flamed danced across the Alicorn’s body, burning away the white coat. In its place was left a darkened, ashen-grey hue. Her multi colored mane reduced to a faded rainbow of various shades of turquoise. Small holes were beginning to form on her hooves, and long fangs could be seen jutting of her lips, and from between her luscious haunches, a large, musky sheath and balls could be seen, leaking pre onto the carpet.

Chrysalis looked Celestia up and down with a pleased grin, her large stallionhood growing at the sight. “Coming along quite nicely,” She mused. “I’d say you’ll be fully transformed within the next few days.”

Chrysalis strode over to the transformed Alicorn and licked her lips. “And now my pet… raise those fat flanks of yours. ”